Terms of Service — Non-Public Services
Posted/Revised: May 1, 2017
YOUR USE AND OUR PROVISION OF OUR SERVICE (AS DEFINED BELOW) ARE GOVERNED BY THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. BY CLICKING "I AGREE TO THE TERMS OF SERVICE," YOU AGREE TO THESE TERMS OF SERVICE.
These Terms of Service constitute an agreement ("Agreement") by and between Pledgeling Technologies, Inc., a corporation whose principal place of business is Venice, CA, and the corporation, LLC, partnership, sole proprietorship, non-profit corporation, or other business entity executing this Agreement ("Customer"). In the Representations and Warranties below, you represent that you are authorized to execute this Agreement on behalf of Customer.
Throughout this Agreement, "we," "our," and "us" refer to Pledgeling Technologies, Inc., and "you," "your," and "you" refer to Customer.
"Service" means our products and services other than our public website, and includes but is not limited to our websites and services that require an Account, as defined below. This includes our tools for creating hosted forms or widgets; our APIs; our management tools for nonprofits, brands, and donors; and our back end services for donation collection and donation payment. Terms of Service for our public website are published separately.
Modifications. We may modify this Agreement at any time, including any referenced policies or other agreements. If a modification substantially reduces your rights, we will make reasonable efforts to email you using the information you have provided us in your account information. When we change these Terms of Service, we will modify the posted/revised date at the top of this page, and the changes will become effective when they are posted. Notwithstanding the foregoing, if you are a paid Subscriber (as defined below), any modifications to this Agreement do not become effective until your next Subscription renewal. Once a modified Agreement is effective, your continued use of the Service confirms your consent to the change. If you object to a modified Agreement, you should terminate your access to the Service as described below.
Term. This Agreement is effective as of the date you click "I agree to the Terms of Service" (the "Effective Date"). The term of this Agreement (the "Term") commences on the Effective Date and continues until it is terminated as described in "Termination of This Agreement" below.
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, sets forth the entire agreement between us regarding your use of the Service, and it supersedes all previous agreements, discussions, and understandings.
Subject to the terms and conditions of this Agreement, you may access and use our Service during the Term.
We retain all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all graphics, user interfaces, logos, and trademarks reproduced through the Service, except for your material that you license to us as described below. This Agreement does not grant you any intellectual property license or rights in or to the Service or any of its components. You recognize that the Service and its components are protected by copyright and other laws.
We may revise Service features and functions or service levels at any time, including without limitation by removing such features and functions or reducing service levels.
Your Account and Your Authorized Users
You create an account ("Account") so that you may access the Service. You are responsible for any use of the Service through your Account, whether authorized or unauthorized. You will take reasonable steps to prevent unauthorized access to your Account and the Service.
Your Account allows you to authorize individuals to access and use the Service (your "Authorized Users"). The person who initially agrees to these Terms of Service is the first Authorized User for an Account. You are responsible and liable for your Authorized Users' use of the Service, including without limitation any conduct that would violate this Agreement.
Authorized Users are responsible for the confidentiality of their user name, password, API keys, or any other authentication information that we provide to them ("Credentials"). We are not responsible for any use of your Account that results from you or any other Authorized User disclosing their Credentials to anyone, whether deliberately or through negligence. You will notify us immediately of any known or suspected unauthorized use of the Service or breach of its security and shall use best efforts to stop said breach.
You may terminate an Account at any time by using the online account management tools to cancel the Account.
Subscriptions and Subscription Fees
A "Subscription" allows an Authorized User to access specific features of the Service (a "Plan"), and may be paid or free. Each Authorized User has a Subscription. Each Subscription is for a single Authorized User for a specified term and for a specific Plan and is personal to that Authorized User; that Authorized User is also called a "Subscriber."
A "Subscription Term" commences on the Subscriber's initial subscription or access to the Service. The initial Subscription Term for a paid subscription is specified at initial online checkout or on an order form, and automatically renews for additional Subscription Terms. The Subscription Term for free Subscriptions is indefinite and continues until terminated.
You may do the following by using your account's management tools:
- terminate a Subscription. The cancellation will be effective at the end of the current Subscription Term.
- change your next Subscription Term – for instance, from annual to monthly – prior to any renewal.
- change your Plan. That change will take effect at your next renewal date.
"Subscription Fee" means the amount a Subscriber pays for the Service as set at their initial purchase and as modified from time to time. A free Subscription does not have a Subscription Fee. You will pay us Subscription Fees in advance of each Subscription Term, and that amount is non-refundable. We will suspend or terminate your subscription and access to the Services if you do not pay your current Subscription Fee.
See our support pages for additional information about subscriptions, payment, renewal, and cancellation.
We may change the features and services associated with our Subscriptions, or we may change our Subscription Fees. We will make commercially reasonable efforts to notify you of any increases in your Subscription Fee or material reductions in the features and services associated with your Subscription. We will attempt this notification either via email to the address you have provided to us or via on-screen notification. We may not notify you if we are reducing your Subscription Fee or adding features and services to your Subscription. Changes in your Subscription Fee will take effect at your next renewal date.
Your Subscription Fee does not include 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. You are responsible for paying any taxes associated with your subscription. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
You will keep your billing and credit card information up to date. To avoid interruption of your service, we may participate in programs supported by your card provider to try to automatically update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
In addition to such other remedies as we may have, we may suspend your Account without notice:
- if we reasonably believe that you or your Authorized Users have violated this Agreement, or that a violation is imminent; or
- if either your Subscription Fee or donation balance are past due; or
- if we have any concerns about the information you have provided to us, your legal or tax status, your certifications, or any other matter that creates a potential legal, regulatory, or moral risk to us.
The effect of suspension is that you will not be able to use the Services. We will make reasonable attempts to contact you and to resolve the suspension. Suspension does not terminate your Subscriptions or your Account, nor does it change any of your obligations under this Agreement. Neither this Agreement nor the Acceptable Use Policy requires that we take any action against you or any User or other third party for such violations, but we are free to take any such action we see fit.
Commercial Accounts: Donations
As part of the Service, you may be charging your customers for donations and holding the funds for a period of time before transferring them to us. Amounts that your customers pay to you with respect to the portion of the subscription or merchandise purchase that the customer elects to treat as a charitable donation (e.g., a "roundup" or donation of an additional amount) shall be paid to you on behalf and for the benefit of Pledgeling Foundation, a 501(c)(3) nonprofit organization. You shall hold such amounts in trust for the benefit of Pledgeling Foundation, and promptly remit those balances to Pledgeling Technologies, as Pledgeling Foundation's agent, as soon as commercially practicable, but in no event shall you hold those funds more than 30 days. Until the receipt of such amounts by Pledgeling Foundation, Pledgeling Foundation shall have a security interest in such amounts and may, at its discretion, evidence such security interest by filing one or more financing statements (e.g., Form UCC-1) in favor of Pledgeling Foundation. You will take such steps as we reasonably request in order to perfect that security interest.
For simplicity, donations are paid to Pledgeling Technologies as agent for Pledgeling Foundation. We will hold donations received from you in trust for Pledgeling Foundation and for no more than 10 business days before remitting them to Pledgeling Foundation. As a donor-advised fund, Pledgeling Foundation is obligated to regrant those donations to the intended recipient U.S. nonprofit organization(s). If it is unable to do so after making reasonable efforts, it will regrant those funds to a U.S. nonprofit with a similar mission.
Donations are billed on the same cycle as your subscription but, unlike the subscription, are for the prior period's activity. Donations are due 10 days from the invoice date. We may suspend your Account if you are past due.
We may charge a donation processing fee of not more than 3%, which we will deduct from the donation before transferring it to Pledgeling Foundation. The fee is stated at the time of your initial Subscription purchase. If this fee changes, we will notify you either via email to the address you have provided to us or via on-screen notification.
If Pledgeling Foundation is processing credit / debit card donations, it charges 2.9% + 30¢ for each transaction. That amount is taken from the gross donation amount before it is regranted to the recipient non-profit.
Commercial Accounts: Impacts
If we or Pledgeling Foundation provide information about the conversion of donations to specific impacts such as 'a day of clean water,' you understand that we rely on representations from the recipient nonprofits to establish these conversion ratios. While those conversion rations are, on average, correct to the best of our knowledge, you understand that such conversions may be representative, and that specific donations may not be trackable to specific impacts.
If we provide you with nonprofit's Beneficiary Profile Reports, we represent that we have obtained permission from the nonprofit for you to use images and other potentially copyrighted material in the Beneficiary Profile Report.
Commercial Accounts: Service Levels
We shall use commercially reasonable efforts to achieve uptime, measured every five minutes, better than 99.9% (the "Target") in any calendar month. In the event that average uptime falls below the Target during any calendar month, we shall credit you 3% of such month's applicable service fees for each 1% below the Target; provided such credit will not exceed 50% of any month's otherwise applicable service fees. The credits set forth in the preceding sentence are your sole remedy for uptime below the Target. Credits issued pursuant to this section apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. We are not required to issue refunds or to make payments against such credits under any circumstances, including without limitation termination of this Agreement.
You shall comply with our Acceptable Use Policy and with all applicable laws and regulations, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
Organizations Receiving Donations
If we are regranting donations to you, you certify that the following are true:
- If you are a US entity, you are either a Private Foundation under section 501(c)(3) of the Internal Revenue Code ("Code"), or a Public Nonprofit under section 509(a).
- You are in good standing with the Internal Revenue Service and your tax-exempt status has not been suspended or cancelled.
- You are in compliance with all laws, rules, and regulations in the jurisdictions in which you operate. You have all licenses, registrations, and the like required by those jurisdictions.
Neither your organization, nor any person affiliated with it, appears on any 'watch list' including, but not limited to:
- the US Treasury Department's Office of Foreign Asset Control
- anti-money laundering lists
- Specially Designated Nationals List
- EU Consolidated List
- OSFI Consolidated List
- Any other list of sanctions
Unless you have provided us with OFAC licenses and additional information that we have reviewed and approved, payments are not being made to your organization in any OFAC sanctioned countries and regions, including but not limited to the following:
- North Korea
- Crimea Region of Ukraine
- Your Organization will not use any donations made by us to bribe any government or public official, unlawfully gain an advantage in political or legal proceedings, or unlawfully solicit business.
You agree to notify us as soon as possible if you are no longer able to make the above certifications. You will not regrant any of our donations to any organization that can not also make the above certifications.
We have no obligation to pay any of your costs associated with complying with charitable laws, rules, and regulations. Nothing in this Agreement is intended to make us a professional fundraiser on your behalf.
Content You Provide to Us
"Content" means material that you are providing to us and that you are asking us to store, process, publish, transmit or distribute, or display, including video, integrated or separate audio, graphics, images, and the like.
If you are an organization that receives donations from us, you agree that we may use your publicly available logos, mission statement, and name as Content, even if you have not explicitly provided them to us, for the purpose of identifying your organization to potential donors.
You represent the following:
You own the Content and / or you have obtained all licenses and clearances necessary for Pledgeling to publish or distribute the Content under this Agreement. The Content does not violate the rights of any person or company protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations.
The Content is not libelous, defamatory, false, misleading, inaccurate, unlawful, obscene, racially or ethnically offensive, or objectionable. The Content may not contain profanity, intense violence, nudity or sexually explicit images, hate speech, graphic depiction of sexual activity or behavior, or the depiction of illegal drug use or the abuse of alcohol, drugs, or tobacco.
The Content (including its storage, transmission or distribution, delivery, or publication) does not violate any law or regulation in the United States, California, your home jurisdiction(s), or any jurisdiction where the Content is stored, transmitted, or delivered.
We may refuse to transmit or may delete any Content that, in our opinion, violates any of the above.
We may modify or adapt your Content in order to transmit, display or distribute it over telecommunications networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
You grant us a worldwide, non-exclusive, royalty-free, sub licenseable and transferable license to use, copy, reproduce, process, adapt, modify, publish, transmit or distribute, or display the Content in any and all media or distribution methods (now known or later developed) for the sole purpose of providing the Service and only for the term of this Agreement. You represent and warrant that you have all the rights necessary to grant us such license.
You are solely responsible for your Content and the consequences of publishing or distributing your Content via the Service, and we expressly disclaim any and all liability in connection with your Content.
Data and Privacy
"Account Data" means data in electronic form input or collected through the Service by you or from you, including without limitation by your Authorized Users, customers, or third parties. Unless we receive your prior written consent, we shall not access, process, or otherwise use your Account Data other than as necessary to facilitate the Service, nor shall we intentionally grant any third party access to your Account Data, except as described below.
"Donor Data" means data in electronic form initially collected from donors by either you or us, including without limitation the donor name, email address, and other identifying information. Provided the donor has not chosen to remain anonymous, may share Donor Data only with you, the nonprofit receiving the donation, and Pledgeling Foundation.
Notwithstanding the foregoing:
- We may provide Account Data or Donor Data to third party services that are necessary for us to provide or manage the Service. Such third party services must be subject to a reasonable nondisclosure agreement and must agree to not share Account Data or Donor Data without our explicit permission, and then only to facilitate their provision of their services to us.
- We may disclose Account Data or Donor Data as required by applicable law or by proper legal or governmental authority. We shall give you prompt notice of any such legal or governmental demand and reasonably cooperate with you in any effort to seek a protective order or otherwise to contest such required disclosure, at your expense.
- We may use, reproduce, sell, publicize, or otherwise exploit summaries of Account Data or Donor Data provided that information identifying you, your users, customers, or donors is removed, including all personally identifiable information.
Risk of Exposure. You recognize and agree that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Service, you assume such risks. We offer no representation, warranty, or guarantee that Account Data or Donor Data will not be exposed or disclosed through errors or the actions of third parties.
Data Accuracy. We shall have no responsibility or liability for the accuracy of data you provide to the Service, including without limitation Account Data or Donor Data.
Data Deletion. We may permanently erase Account Data thirty or more days after your Account was terminated.
"Confidential Information" is anything that reasonably should be understood to be confidential, given the nature of the information and the circumstances of disclosure, that is made available by one Party (the "Discloser") to the other Party (the "Recipient"). For example, Confidential Information includes non-public or sensitive business information regarding pricing, personnel, customers, products, technology, or services. Notwithstanding the foregoing, Confidential Information does not include any information that the Recipient proves (i) was lawfully in the Recipient's possession before receiving it from the Discloser; (ii) is provided in good faith to the Recipient by a third party without breaching any rights of the Discloser or any other party; (iii) is or becomes generally available to, or accessible by, the public through no fault of the Recipient; or (iv) was or is independently developed by the Recipient without reference to the Discloser's Confidential Information.
Each Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information (but in no event less than reasonable care) and will not disclose or use the other Party's Confidential Information for any purpose outside of the scope of this Agreement. Each Party shall limit access to Confidential Information to those of its, or its Affiliates', employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those in this section.
Account Data and User Data are generally Confidential Information, except that in event of a conflict, the provisions of the Data and Privacy section above take precedence over the provisions of this Confidential Information section.
These confidentiality obligations last for five years after each individual disclosure, except that obligations related to Confidential Information constituting our trade secrets shall continue so long as such information remains subject to trade secret protection pursuant to applicable law.
This Agreement does not transfer ownership of the Confidential Information nor license its use.
If the Recipient becomes legally compelled (by law, rule, regulation, subpoena, or similar court process) to disclose any of the Confidential Information, the Recipient will (if permitted to do so) provide the Discloser with notice of such circumstances and will limit such disclosure to the required disclosure.
You agree that breach of these confidentiality obligations would cause us irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, we will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Recipient is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:
Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual- (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
"Feedback" refers to any suggestion or idea for improving or otherwise modifying any of Our products or services. We have not agreed to and do not agree to treat as confidential any Feedback you or your Authorized Users provide to us, and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting you or the Authorized User in question.
Termination of this Agreement
Termination. This Agreement remains in effect until terminated by one of the following: 1) all Subscriptions in an Account have expired or been terminated, as described above; 2) the Account is terminated, as described above; or 3) this Agreement is terminated by either party for the other's material breach by written notice, effective in 10 days unless the other party first cures such breach.
Effects of Termination. Termination of this Agreement will terminate the Account and all Subscriptions associated with this Agreement. Upon termination of this Agreement, you shall cease all use of the Service and delete, destroy, or return all Confidential Information in your possession or control.
Post-Termination. The following provisions will survive termination or expiration of this Agreement:
- Any obligation of yours to pay fees incurred before termination.
- The sections titled:
- Data and Privacy
- Confidential Information
- Representations and Warranties, Warranty Disclaimers paragraph only
- Limitation of Liability
- Any other provision of this Agreement that must survive to fulfill its essential purpose.
Representations and Warranties
From Us. We represent and warrant that we are the owner of the Service and of each and every component thereof, or the recipient of a valid license thereto, and that we have and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Our representations and warranties in the preceding sentence do not apply to use of the Service in combination with hardware or software not provided by us. In the event of a breach of the warranty in this section, we, at our own expense, will promptly take the following actions: (a) secure for you the right to continue using the Service; (b) replace or modify the Service to make it noninfringing; or (c) terminate the infringing features of the Service and refund to you any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with your right to terminate for breach where applicable, the preceding sentence states our sole obligation and liability, and your sole remedy, for breach of the warranty in this section and for potential or actual intellectual property infringement by the Service.
From You. You represent and warrant that: (a) you have the full right and authority to enter into, execute, and perform your obligations under this Agreement and that no pending or threatened claim or litigation known to you would have a material adverse impact on your ability to perform as required by this Agreement; (b) you have accurately identified yourself and you have not provided any inaccurate information about yourself to or through the Service; and (c) you are a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
Warranty Disclaimers. Except to the extent set forth in the "Service Levels" section and in Section 8.1 above, YOU ACCEPT THE SERVICE "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) WE HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND YOU OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR DATA WILL REMAIN PRIVATE OR SECURE.
You shall defend, indemnify, and hold harmless Pledgeling Technologies, Inc. and our officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns, against any "Indemnified Claim," meaning any third party claim, suit, or proceeding arising out of or related to your alleged or actual use of, misuse of, or failure to use the Service, including without limitation: (a) claims by Authorized Users, your employees, your own customers, or donors; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Account Data or Donor Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Service through your account, including without limitation by Account Data or Donor Data; and (d) claims that use of the Service through your account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to our negligence. Your obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at your expense and payment of judgments. We will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.
Limitation of Liability
Dollar Cap. OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED US $5,000 (five thousand dollars).
Exclusion of Consequential Damages. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this section, our liability will be limited to the maximum extent permissible. For the avoidance of doubt, our liability limits and other rights set forth in this Article 10 apply likewise to our affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf.
Notices. We may send notices pursuant to this Agreement to the email contact points you have provided in your account information, and such notices will be deemed received 24 hours after they are sent. You may send notices pursuant to this Agreement to firstname.lastname@example.org, and such notices will be deemed received 24 hours after they are sent.
Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party's reasonable control.
Assignment & Successors. Either party may assign this Agreement in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Otherwise, you may not assign this Agreement or any of its rights or obligations hereunder without our express written consent, which may not be unreasonably withheld. Except to the extent forbidden in this section, this Agreement will be binding upon and inure to the benefit of the parties' respective successors and assigns.
Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties' rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Los Angeles County, California. This section governs all claims arising out of or related to this Agreement, including without limitation tort claims.
Construction. This Agreement will not be construed in favor of or against either party by reason of authorship.
Technology Export. You shall not: (a) permit any third party to access or use the Service in violation of any U.S. law or regulation; or (b) export or otherwise remove any software we provide from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, you shall not permit any third party to access or use the Service in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).