Customer terms of service

The Services

1. Subscriptions: Specific details regarding your subscription to the Services (such as cost, duration, and license limitations) will be selected or identified when you complete the online sign-up process on our website (the “Sign-up Process”). Once you sign-up for a free account or purchase a subscription to the Services through the Sign-up Process, we will provide you with the necessary information to access the Services and install the related software directly onto your computer hard drive. When you complete the Sign-up Process, you will be able to select the subscription plan that you wish to purchase or sign-up to use a free version of the Services. Your subscription will start on the date we make the Services available to you and continue for the period you select either during the Sign-up Process or at a later time in your Account Settings (“Subscription Period”). After you complete the Sign-up Process, you can access and make certain changes to the details of your subscription, e.g. upgrade or downgrade your subscription plan or add or remove Authorized Users, through the settings options in the accounts of Authorized Users you give administrative permissions to within the Services (“Account Settings”).).
   
2. Support. Elastic Projects will use commercially reasonable efforts to provide basic technical support for the Services to Customer via email (“Support Services”).
   
3. Authorized Users: Individuals authorized by Customer to access and use the Services (each an “Authorized User”) may upload, submit, post, create, share, or otherwise make available through the Services videos, images, music, comments, questions, documents, spreadsheets, design files, and any other content or materials submitted, posted,  or otherwise made available by you and, if applicable, your Authorized Users (“Customer Information”). Customer has the sole right and responsibility for managing its and its Authorized Users’ access to the Services and use of the Customer Information. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions of Authorized Users (e.g. giving certain Authorized Users administrative privileges), manage retention and export settings, transfer, assign, or consolidate organizations. Customer will also (i) inform Authorized Users of all of Customer’s own policies and practices that are relevant to the Authorized Users’ use of the Services and of any settings within the Services that may impact the processing of Customer Information; and (ii) obtain all rights, permissions and consents from Authorized Users and other Customer personnel or contractors that are necessary (x) to grant the rights and licenses set forth in this Agreement, and (y) for the lawful use and transmission of Customer Information and operation of the Services. Customer is responsible for all Authorized Users’ login credentials. Accordingly, Customer is responsible for all resulting damages, losses, or liability if usernames and passwords are not kept confidential by you or your Authorized Users, including for actions taken on the Services by unauthorized third-parties logging into and accessing the Services through Authorized Users’ accounts.
   
4. Beta Products. We may occasionally make new services or new features of our existing services available to Customer for evaluation and testing (each, a “Beta Product”). Beta Products will only be made available to Authorized Users and will always be either in writing (email will suffice) or these features will be identified within the Services as “beta”, “pre-release”, or “early-release” (or words or phrases with similar meanings).  Whether you choose to use the Beta Products is completely within Customer’s control. If you choose to use a Beta Product, you understand and agree that Beta Products are made available on an “AS IS,” and “AS AVAILABLE” basis and without any warranties, indemnities, or support commitments of any kind.
   

Use of the Services and Restrictions

1. License to Use and Access: For the duration of the Subscription Period, Elastic Projects grants to Customer a non-exclusive, non-transferable license to access and use, and to permit Authorized Users to access and use, the Services and any related technical documentation generally published by Elastic Projects to all of its customers (“Documentation”) in accordance with this Agreement and solely for the Customer's own internal business purposes. To the extent that we may make software components available, via app stores or other channels, as part of the Services, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with this Agreement. There are no implied licenses granted to the Services, all of our rights not expressly granted by the license in this Section are retained by us.
   
2. Acceptable Use Policy: Customer agrees, and will ensure that all Authorized Users agree, to comply with Elastic Project’s acceptable use policy, the current version of which is located at https://www.abstract.com/legal/acceptable-use-policy (“Acceptable Use Policy”). We may update our Acceptable Use Policy from time to time by posting an updated version to the forgoing URL and notifying you of any material changes. However, we agree that such changes will not have the effect of materially altering any limitations on liability, indemnities, or warranties made under this Agreement.
   
3. Restrictions on Customer Information: Customer is responsible for the content of any Customer Information and the way Customer and its Authorized Users choose to use the Services to store or process any Customer Information. Except for Elastic Projects’ own obligations of confidentiality and data security hereunder, Customer is therefore solely responsible for ensuring compliance with all applicable laws that may apply to Customer Information, including but not limited to privacy laws. Unless otherwise agreed to in writing by both parties, Customer may not submit any Customer Information that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card data, or any other information which may be subject to data privacy and security laws intended to protect sensitive personal information including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), or the Children's Online Privacy Protection Act (COPPA). The Services are also not intended for and should not be used by anyone under the age of 13. Customer must ensure that all Authorized Users are over 13 years old. We do not make any representations as to the adequacy of the Service to process information which may be subject to data privacy and security laws intended to protect sensitive personal information or to satisfy any legal or compliance requirements which may apply to your Customer Information, other than as described herein.
   
4. License Restrictions: Customer agrees that it will not, and will not allow Authorized Users or third parties to, directly or indirectly (a) modify, translate, copy or create derivative works based on the Services, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Services, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, (d) remove or obscure any copyright, trademark or other proprietary notices, legends or Elastic Projects branding contained in or on the Services, (e) use the Services in any way that violates any applicable federal, state, local or international law or regulation, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, or (g) use or access the Services to build or support and/or assist a third party in building or supporting products or services competitive to the Services. Customer also agrees to comply, and will ensure that its Authorized Users comply, with any usage limitations of the Services contained on the Order Form.
   
5. Responsibility: Customer acknowledges and agrees that we are acting only as a passive conduit for Customer’s and its Authorized Users’ online distribution of such Customer Information. To the extent permitted under applicable law and except as otherwise set forth under the terms of Sections 9 and 10 we take no responsibility and assume no liability for protection of Customer Information. Customer is fully responsible for Authorized Users’ compliance with this Agreement, though Customer agrees that we may review all conduct of Authorized Users in the Services, including the content of Customer Information, for the purpose of checking compliance with the terms of this Agreement, but we have no obligation to do so. If we believe there is a violation of this Agreement that can be remedied by Customer’s removal of certain Customer Information, we may ask Customer to take direct action rather than intervene. However, we reserve the right to take further action (including suspending your use of or access to the Services or removing certain Customer Information), when we deem it reasonably appropriate if Customer does not take suitable action itself, or if we believe Customer is violating applicable law or there is a credible risk of harm to us, the Services, Authorized Users, or any of our other customers
   

Payment Obligations

1. Fees: Customer will pay for access to and use of the Services as explained during the Sign-up Process and/or as stated in your Account Settings(“Fees”). All Fees must be paid in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in these Customer Terms, non-refundable. We may modify our Fees or introduce new fees in our sole discretion; Customer understands that revised or new fees may be required by changes in our business or offerings. Any new or revised fees will only become effective on the renewal of your Subscription Period. If you agree to other payment terms with us, you will pay for your subscription to the Services according to the payment terms we (both parties) agree upon. Fees are based on the number of Authorized User subscriptions you purchase during the Sign-up Process and/or through your Account Settings and not on actual use.
   
2. Payment: You agree that you will pay us for your access to and use of the Services as explained during the Sign-up Process and/or as stated in your Account Settings. All information that you provide in connection with a purchase or transaction or other monetary transaction within the Services must be accurate, complete, and current. All Fees are due in advance of using or accessing the Services. All payments must be made via credit card and you authorize us to charge the Fees (and any other charges you may incur in connection with the Services (such as taxes)) to your provided payment instrument in on a periodic basis in accordance with these Customer Terms, as explained during the Sign-up Process and/or in your Account Settings. Customer is responsible for keeping its payment instrument and all associated information (such as the expiration date of a credit card) current at all times.
   
3. Taxes: Fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction. Customer will be responsible for paying all such taxes associated with its purchases, except for those taxes based on our net income.
   
4. Overdue Fees: If you fail to pay any Fees, we may suspend your access to the Services pending payment of such overdue Fees. If you believe that we have charged your payment instrument incorrectly, you must contact us no later than ten (10) days after the date of payment, in order to receive an adjustment or credit. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not promptly update your payment instrument information, (a) we reserve the right to suspend your access to the Services until such time as payment is successfully settled, including past due payments, if any, and (b) you authorize us to continue charging your payment instrument, as it may be updated. If your use of the Services exceeds the capacities or limits selected during the Sign-up Process or your Account Settings or otherwise requires the payment of additional fees, you authorize Elastic Projects to charge such additional fees to your payment instrument.
   
5. Adding and Removing Authorized Users: Authorized Users that are given administrative permission by Customer may add Authorized Users at any time through the Services. Upon adding an Authorized User(s), we will charge your payment instrument for such Authorized User(s) at our then-current price for Authorized Users at the pro-rated rate for the remainder of the then-current Subscription Period. You may decrease the number of Authorized Users at any time through the Services. If you decrease the number of Authorized Users before the Subscription Period ends you will receive a credit, which will be reflected in your Account Settings, for the pro-rated amount of the Fees for those Authorized Users that would have been due for the remainder of the Subscription Period. Any credit you receive will be applied automatically to your next purchase through the Services.
   
6. New Services: During the Subscription Period we may offer new services or modules that are not included in the subscription plan you purchased; you may choose to purchase new services or modules through the Services as they become available but will not be required to do so.
   

Term and Termination

1. Agreement Term: This Agreement will start when you accept it through the Sign-up Process and terminate when your Subscription Period ends.
   
2. Auto-Renewal: Your subscription to the Services will automatically renew for additional periods equal to one (1) year or a period equal to your Subscription Period, whichever is shorter. Either party may choose not to renew your subscription to the Services. If you do not wish to renew your subscription, you must select the appropriate non-renewal options in your Account Settings. If we choose not to renew your subscription, we will notify you and terminate your access to the Services at the end of your then-current Subscription Period.
   
3. Termination: You may choose to downgrade or cancel your subscription to the Services at any time through your Account Settings. Either party may also terminate your subscription to the Services on written notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides written notice of such breach. No refunds will be given for cancellation of your subscription during the Subscription Period. No refunds will be given if your subscription to the Services is downgraded, cancelled, or otherwise terminated (regardless of the reason).
   
4. Effect of Termination: If these Customer Terms terminate for any reason you authorize us to charge your payment instrument or bill you for any unpaid Fees covering the remainder of the then-current Subscription Period. In no event will any termination relieve Customer of the obligation to pay any Fees payable to us. Except for the purpose of exporting Customer Information as described below, upon any termination of the Agreement, all licenses granted hereunder will immediately terminate and you will no longer have the right to access or use the Services. Following termination or expiration of Your subscription, we may, upon request provide you with access to the Services for the sole purpose of exporting your Customer Information (except for comments made through the Services by Authorized Users) for a period of ninety (90) days. After ninety (90) day’s following termination of the Agreement we have no obligation to maintain or provide any Customer Information and will thereafter, unless legally prohibited, delete all Customer Information in our systems or otherwise in our possession or under our control.
   
5. Survival: Sections 2.3, 2.5, 3.1-3.4, 4.4, 4.5, 5, 6.2, 7, 8, 9, and 11 will survive any termination or expiration of this Agreement.
   

Intellectual Property

1. Ownership of Elastic Projects Materials: Elastic Projects owns the Services and its technical documentation related to the Services (collectively the “Elastic Projects Materials”). Elastic Projects retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Elastic Projects Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under the Agreement and any rights not expressly set forth in the Agreement are hereby expressly reserved by Elastic Projects.
   
2. Customer’s License to Us
   1. Ownership of Customer Information: As between Elastic Projects and Customer, Customer will own all Customer Information.
   2. License to Customer Information: By submitting, posting, storing, or otherwise making Customer Information available through the Services, Customer grants us, and represents and warrants that it has all rights necessary to grant (including without limitation any necessary consents and authorizations from individual persons identified in the Customer Information and licenses from third-parties whose content is included in the Customer Information), a royalty-free, sublicensable (as necessary to Subprocessors as described in Section 10.2 below), non-transferable (except permitted under Section 11.9), non-exclusive, worldwide license to use, host, store, reproduce, modify (e.g. to make sure your Customer Information displays properly through our Service), publish, list information regarding, translate, distribute (to the Authorized Users), perform (for Authorized Users), display (to Authorized Users), and make derivative works of the Customer Information in any form, media, or technology, whether now known or hereafter developed, solely for use in connection with our provision of the Services to Customer.
      
3. Usage Data: As we operate the Services, we collect data pertaining to Authorized Users’ interactions with the Services, including information about the performance of the Services and measures of the operation of the Services (“Usage Data”). Notwithstanding anything else to the contrary herein: provided that the Usage Data is aggregated and anonymized, and no personal identifying information of the Customer is revealed to any third party, the parties agree that Elastic Projects is free to use the Usage Data in any manner.  Elastic Projects owns all right, title, and interest in and to such Usage Data. For clarity, this section does not give Elastic Projects the right to identify Customer as the source of any Usage Data.
   
4. Feedback. You may from time to time provide suggestions, comments or other feedback with respect to the Services (“Feedback”). For the avoidance of doubt, Feedback will only refer to suggestions, comments or other feedback provided to Elastic Projects regarding the Services and will not include your personal data.  Elastic Projects may want to incorporate this Feedback into its Services and this clause provides us with the necessary license to do so.  You hereby grant to us and our assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicenseable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any Feedback as we see fit, entirely without obligation or restriction of any kind, except that Elastic Projects will not identify you as the provider of such Feedback.
   

Disclaimers

The services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. customer acknowledges that we do not warrant that the services will be uninterrupted, timely, secure, or error-free. Some jurisdictions do not allow the disclaimer of certain types of warranties, so the above disclaimers may not apply to you. this agreement grants specific legal rights, and customer and authorized users may also have other rights that vary from jurisdiction to jurisdiction. The foregoing disclaimers will not apply to the extent prohibited by applicable law.

Limitation of Liability

Elastic Projects will not be liable with respect to any cause related to or arising out of this agreement, whether in an action based on a contract, tort (including negligence and strict liability) or any other legal theory, however arising, for (a) indirect, special, incidental or consequential damages, (b) damages based on lost revenues or profits, loss of business or goodwill shall, loss or corruption of data or breaches in system security or (c) any damages that, in the aggregate, exceed the amounts paid or payable to elastic projects within the twelve (12) months immediately preceding the event that gave rise to the liability. These limitations shall apply whether or not a party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

Indemnification

Customer agrees to defend, indemnify, and hold harmless Elastic Projects and its officers, directors, and employees from and against any claim, proceeding, or other action arising out of (a) the allegation that the Customer Information infringes any party’s intellectual property rights, (b) Customer or any Authorized User’s violation of any applicable law, rule, regulation, or third-party right, including without limitation any right of privacy, (c) Customer or any Authorized User’s gross negligence, fraud, or willful misconduct; or (d) any third party’s access and use of the Services with Customer or any Authorized User’s unique username, password or other appropriate security code (provided that such access and use was not our fault).

Confidentiality and Data Security

1. Definition: Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with this Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Elastic Projects includes the Elastic Projects Materials. Confidential Information of Customer includes Customer Information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.
   
2. Protection and Use of Confidential Information: The Receiving Party will (a) protect the Disclosing Party’s Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care, (b) limit access to the Confidential Information to those employees, affiliates, Subprocessors (as described in Section 10.2 below), agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need to know such information in connection with this Agreement and who are bound by  confidentiality and non-use obligations just as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement; (c) except as expressly set forth herein, will not disclose any of Disclosing Party’s Confidential Information to any third parties without the Disclosing Party’s prior written consent; and (d) will not use the Disclosing Party’s Confidential Information for any purpose other than to fulfill its obligations under this Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in this Agreement.
   
3. Compelled Access or Disclosure: The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.
   

Processing and Protection of Personal Information

1. Our Privacy Policy. Elastic Projects collects and uses information relating to users of our Services and performance of our websites and products, including information which identifies or is associated with you or your Authorized Users (“Personal Information”), in accordance with its privacy policy, the current version of which is located at https://www.abstract.com/legal/privacy-policy/ (“Privacy Policy”). Personal Information includes “personal data” as that term is defined under the European General Data Protection Regulation, and/or “personal information”, “personally identifiable information”, or such other similar term under applicable data privacy laws that applies to the person from which such data emanates.
   
2. Processing of Customer Personal Information. Customer (on behalf of itself and its Authorized Users) grants us the right to access, use, process, copy, distribute, perform, export and display Personal Information contained within Customer Information (“Customer Personal Information”) only as reasonably necessary (a) to provide the Services to you; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by you. We will process any Customer Personal Information that you submit to us when you use the Services only under your instruction and on your behalf; we will not process your Customer Personal Information for other purposes. You acknowledge and agree that processing based on the provisions in the Agreement and in our technical product documentation qualify as your instructions. Customer acknowledges and agrees that we may use certain third-party service providers to support the delivery of the Services that may store and process Customer Personal Information (each a “Subprocessor”); provided that we are responsible with each Subprocessor’s compliance with the applicable terms of this Agreement with respect to storing and processing of Customer Personal Information.
   
3. Safeguards: The protection of Personal Information is important to us. Accordingly, we will maintain reasonable administrative, physical, and technical safeguards designed to protect Personal Information. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Personal Information by our personnel. In the event we have a reasonable, good faith belief that an unauthorized party has accessed Personal Information, we will promptly notify Customer and will promptly investigate the incident. If such incident triggers any third-party notice requirements, Customer will be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. Customer bears sole responsibility for adequate security, protection and backup of Personal Information when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible, and Customer is fully responsible, for what Customer’s Authorized Users do with Personal Information.
   
4. CCPA Service Provider. The parties acknowledge and agree that Elastic Projects shall act as a “Service Provider,” as such term is defined in the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. and implementing regulations (the “CCPA”), and shall collect, access, maintain, use, process and transfer personal information, as that term is defined by the CCPA (“CCPA Personal Information”) solely for the purpose of performing its obligations under this Agreement for or on behalf of Customer and for no commercial purpose other than the performance of such obligations.
   

General Terms

1. Publicity: Customer grants us the right to use Your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Your standard trademark usage guidelines as provided to us from time-to-time.
   
2. Third Party Products, Links, and Information. The Services may integrate with third party products, services, materials, or information, or links thereto that are not owned or controlled by us (“Third Party Materials”) (e.g. Slack). You may be required by the providers of such Third Party Materials to enter into separate agreements in order to use their services. We do not endorse or assume any responsibility for any such Third Party Materials. If Customer or any Authorized User accesses any third party website or service, it does so at its own risk, and Customer acknowledges and agrees that this Agreement does not apply to Customer or any Authorized User’s use of such Third Party Materials. Customer expressly relieves us from any and all liability arising from its or its Authorized User’s use of any Third Party Materials.
   
3. Force Majeure. Except for Customer’s payment obligations hereunder, neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
   
4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
   
5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law.
   
6. Email Communications. All notices under the Agreement will be provided by email, although we may instead choose to provide notice to Customer through the Services. Notices to us must be sent to support@goabstract.com, except for legal notices, such as notices of termination, which must be sent to legal@goabstract.com. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
   
7. Amendment and Waivers. We may change these Customer Terms and the other components of the Agreement except the terms of your subscription to the Services from time to time. If we make a material change to the Agreement, we will provide you with reasonable notice prior to the change taking effect, either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you (or any Authorized User) accesses or uses the Service after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
   
8. Severability. This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
   
9. Assignment. Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement in its entirety, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this section is void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
   
10. Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that the Agreement evidences a transaction involving interstate commerce. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
    
11. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, this Agreement supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in this Agreement and any other documents or pages referenced in this Agreement, the following order of precedence will apply: (1) the terms of your subscription (that you select during the Sign-up Process and that are stated in your Account Settings), (2) the Agreement and (3) except as expressly stated herein, any other documents or pages referenced in this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation  will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.