Joon Terms of Service

1.1 Subscription to the Service

The Company provides agentic security operations services, provided by the Company on a Software-as-a-Service Model (the "Service"). Customer may access and use the Service, solely for Customer's internal operations (the "Purpose").

1.2 Subscription Limitations

The right to use and access the Service, is granted solely to the Customer, and is limited, non-transferable, non-exclusive, non-assignable and non-sub-licensable.

1.3 Modification or Discontinuation of the Service

The Company may change or update the Service at any time, including the availability of any feature, content or database, and may impose limitations or restrictions on certain features and services. In case of a material change, the Company will notify Customer by posting an announcement on the Company's website, through the Service or by email. Furthermore, the Company may offer alternative or additional features to certain Customers, that may not be offered to others.

1.4 Exceptions

Subscription to the Service does not include security audit or consulting, penetration testing, investigation of security breaches, or other similar professional services. The Company's role in connection with the Service is limited to the analysis of data and information as provided by the Customer or as processed through the Service. At the request of the Customer, the Company may facilitate, or assist the Customer with, investigation of security breaches or other professional services, provided that any such service is subject to the execution of a separate agreement and a designated Statement of Work or Order Form, at the discretion of the parties.

2.1 Trial Services

The Company may offer, from time to time, some or all of its services on free trial versions ("Trial Service"). The term of the Trial Service shall be as set forth in the Order Form, unless modified or terminated earlier by either party, for any reason or for no reason. The Company reserves the right to modify, cancel and/or limit each Trial Service at any time and without liability.

2.2 Pre-Released Services

The Company may offer, from time to time, certain services in an alpha or beta versions (the "Pre-Released Services") and will use best endeavors to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated.

2.3 Governing Terms of Trial Services and Pre-released Services

The Trial Services and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Services and Pre-Released Services (i) Trial Services and Pre-Released Services are licensed hereunder on as "As-Is" "As Available" basis, with no warranties, express or implied, of any kind; (ii) The indemnity undertakings by the Company set forth in Section 13.1 herein shall not apply; and (iii) in no event shall the total aggregate liability of Company, its affiliates or its third-party service providers, under, or otherwise in connection with, these Terms and/or the Trial Service and the Pre-Released Services (including the Sites, the Service and the Third Party Services), exceed US$100. The Company makes no promises that any Trial Service and/or Pre-Released Services will be made available to the Customer or generally available.

Customer shall provide Company with all reasonable cooperation in relation to these Terms, and shall comply in a timely and efficient manner, and be responsible and liable for the users' compliance with these Terms, the Order Form and all applicable laws and regulations. Without derogating from the aforementioned, Customer shall provide the Company with the resources and fulfill the responsibilities set forth in the Order Form. In the event of any delays by the Customer, Company may adjust any agreed timetable or delivery schedule as necessary.

Customer is solely responsible for obtaining, maintaining and operating the user's workstations, computers, smartphones and other devices, and any related equipment, hardware, software, backup systems, security systems and measures or ancillary services (the "Customer's Infrastructure"). Customer shall be solely responsible and liable for any fees charged by third parties in connection with the Customer's Infrastructure.

Company may from time to time audit Customer's use of the Service for the purpose of confirming that the Service is not being used in a manner that is prohibited by these Terms or any applicable law. Any audit will be conducted during regular business hours, will not unreasonably interfere with Customer's business and will comply with Customer's reasonable security procedures. Customer shall provide Company with reasonable access to all relevant records reasonably necessary to conduct the aforementioned audit. If an audit reveals that Customer (and/or any third party on Customer's behalf) has exceeded the scope of Customer's usage right during the period audited, then Company will invoice Customer, and Customer will promptly pay Company, any underpaid Fees based on Company's price list in effect at the time the audit is completed. If Company uncovers reasonable evidence that the Service is being used in a manner that is prohibited by the terms of these Terms and/or applicable law, Company may, in its sole discretion, immediately terminate the Subscription by providing notice to Customer, without prejudice to Company's other remedies under these Terms or at law or in equity. This Section 3.3 will survive expiration or termination of these Terms for a period of 2 years.

While using the Service, certain information and data may be uploaded or transferred to the Service to be processed by the Service on the Customer's behalf (the "Customer Data"). As between the Customer and the Company, all rights in the Customer Data shall remain with Customer. Customer hereby grants the Company and its Sub-processors (as defined below) a non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, download, store, distribute and display the Customer Data, solely for the purpose of maintaining and providing the Service and as required to resolve technical and security problems or otherwise as permitted by these Terms or in writing by Customer.

Customer represents and warrants that (i) Customer owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the aforementioned right and license and to authorize the Company and its Sub-processors to access, use, process, copy, download, store, distribute and display the Customer Data, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary of any third party; (ii) any Customer Data and any use thereof do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data; and (iii) no sensitive data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be transferred to the Service.

Other than Company's security and data protection obligations expressly set forth in Section 6.3 herein, Company assumes no responsibility or liability for Customer Data, and Customer will be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that the Company shall not monitor and/or moderate the Customer Data and there shall be no claim against the Company for not acting so. The Customer shall indemnify and hold harmless the Company or anyone on its behalf from any liability, cost, damage and expense (including reasonable legal fees) caused in connection with the Customer Data.

5.1 Company Intellectual Property

All right, title and interest in the Service, including without limitation, any content, materials, software, know-how, data files, documentation, code, SDK, API, design, text, media, methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any updates, new versions, modifications, improvements, developments or derivatives thereof, belong to the Company and its licensors (including if such improvements and developments are created as a result of processing the Customer Data). These Terms do not convey to the Customer any interest in or to the Service, except for a limited right of use as set forth herein, terminable in accordance with these Terms.

5.2 Prohibited Use

Customer and its users may not, and may not permit or aid others to: (i) use the Service for any purpose other than the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Service; (iii) give, publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under these Terms to any third party, or use the Service in any service bureau arrangement; (iv) reverse engineer, de-compile, decrypt, revise or disassemble the Service or any part thereof, or extract source code from the object code of the Service; (v) access or use the Service in order to build a competing product or service or for benchmarking purposes; (vi) bypass any measures the Company may use to prevent or restrict access to the Service, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Service; (vii) access the Service or Company's systems via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise; (viii) use the Service in any manner that is illegal or not authorized by these Terms; (ix) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on Company's (or Company's service providers') infrastructure; (x) interfere or attempt to interfere with the integrity or proper working of the Service; (xi) remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service; (xii) provide any third party access to the Service; or (xiii) provide public access to results obtained by the Service. Customer will be solely and fully liable for any acts, omissions, or violation of these Terms by its users and to any losses, damages, liability and expenses incurred by Company or a third party due to any unauthorized use of the Service by the Customer or third party on behalf of the Customer.

5.3 Feedback

Customer may provide the Company with suggestions, comments or any other feedback regarding the Service (the "Feedback"). The Company may use any Feedback at its sole discretion, free from any right of the Customer or any third party and without any obligation towards Customer.

5.4 Intellectual Property Infringements

In the event that the Company believes that the Service, or any part thereof, may infringe intellectual property rights of third parties, then the Company may, in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Service; (ii) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if the Company determines that the foregoing remedies are not reasonably available, then the Company may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event Customer shall receive a prorated refund of any Fees paid for the unused portion of the Subscription Term. This section states Company's sole and entire liability and Customer's exclusive remedy, for any intellectual property infringement or misappropriation by the Company and/or any supporting services and underlying technology.

6.1 Privacy

Customer acknowledges and agrees that the use of the Service by the Customer is governed by the Company's Privacy Policy attached hereto or otherwise provided by the Company ("Privacy Policy"). The Privacy Policy shall constitute an integral part of these Terms.

6.2 Anonymous Information

The Company may collect, monitor and freely use Anonymous Information (as defined below), inter alia to provide, develop, maintain, improve, demonstrate and market the Service. "Anonymous Information" means information about the use of the Service which does not enable identification of an individual, such as aggregated data, metadata and analytic information. Anonymous Information shall not be considered Customer's Confidential Information.

6.3 Security

Company agrees, during the Subscription Term, to implement reasonable industry-standard, technical, and organizational security measures to protect Customer Data.

7.1 Sub-processors

Customer acknowledges that the Service is hosted and made available by certain sub-processors of the Company (the "Sub-processors"). The Company may remove, add or replace its Sub-processors from time to time, at its sole discretion.

7.2 Other Products and Services

The Service may integrate with other external third-party services (the "Third-Party Services"). Customer further understands and confirms that the availability and functionality of the Service may be dependent upon certain Third-Party Services. It is the sole responsibility of Customer to obtain, maintain, and ensure the operability of any such Third-Party Services. Company shall not be liable for any failure or deficiency in the Service resulting from Customer's failure to obtain or properly use or configure such Third-Party Services. Company bears no responsibility and/or liability for any links or third-party services, including without limitation, such third-party services' operability or interoperability with Company's service, security, accuracy, reliability, data protection and processing practices and the quality of its offerings, as well as any acts or omissions by third parties.

7.3 AI Features

The Service incorporates artificial intelligence and large language model services or features and relies on various third-party data sources (the "AI Features"). The AI Features are currently provided in reliance on artificial intelligence technology provided by the third-parties (the "AI Service Providers"). Company reserves the right to use different AI Service Providers at any time upon providing prior notice. The Customer understands and acknowledges that the AI Features are mandatory and are integrated by default to the Service.

8.1 Subscription Term and Fees

The Service is provided on a subscription basis for the term specified in Customer's Order Form (the "Subscription" and the "Subscription Term"). During the Subscription Term Customer shall pay the Company the applicable fees set forth in the Order Form(s) (the "Fees"). Unless expressly indicated otherwise, Fees are stated in US dollars. Customer hereby authorizes the Company, either directly or through the Company's payment processing services, to charge the Fees via Customer's selected payment method, upon the due date. Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. The Company reserves the right to change the Fees at any time, upon notice to Customer, provided that any increase shall only become effective upon the end of the then-applicable Subscription Term. The Fees may apply to certain quantities or usage limitations, and in case of excessive use, overage fee may apply, as provided in the Order Form(s).

8.2 Subscription Auto-Renewal

In order to ensure that Customer will not experience any interruption or loss of services, Customer's Subscription shall automatically renew by default, unless canceled by either the Company or the Customer at least 30 days prior to its expiration, for a renewal period equal in time to the original Subscription Term (excluding any renewal period) at the then applicable Fees.

8.3 Taxes

The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties (the "Taxes"), except for income tax imposed on the Company. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to the Company, Customer shall promptly notify the Company in writing and the Company shall make reasonable efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax shall be "grossed up" and added on top of the Fees payable by Customer.

8.4 Payment Terms

The Fees set forth in each Order Form are final. Customer shall pay each invoice according to the payment terms set forth in the Order Form. Unless otherwise set forth in the Order Form, the Fees shall be paid annually, in advance, upon receipt of an invoice. All Fees are non-cancelable and non-refundable, unless required otherwise by mandatory law. Delinquent payments may bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. The aforesaid shall not derogate from any other right or remedy to which the Company may be entitled. Customer will be responsible for all reasonable expenses (including reasonable attorneys' fees) incurred by the Company in collecting any payment. The Service shall be made available to Customer for the applicable Subscription Term only following receipt by the Company of the amounts due by Customer. Payment in installments shall not imply that the Customer may terminate the Subscription during the Subscription Term prior to the payment of any installment.

9.1 Termination for Cause

A breach of obligations by either party hereto which is not cured within 10 days from receiving notice thereof, shall entitle the non-breaching party to immediately terminate these Terms by written notice. Notwithstanding, if a party files for petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes or becomes subject to any action in furtherance of any of the foregoing, the other party will be entitled to terminate these Terms immediately by written notice.

9.2 Termination or Suspension by Company

Company may terminate or suspend Customer's use of and access to the Service (or any part thereof) immediately, without prior notice or liability, in each of the following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using the Service in a manner that may impose a security risk, may cause harm to the Company or any third party, and/or may create any liability to the Company or any third party; (ii) if the Company believes, in its sole discretion, that Customer or any third party is using the Service in breach of these Terms or applicable laws; or (iii) if the Company is unable to charge the Fees through Customer's approved payment means or if any payment is or is likely to become overdue. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with these Terms and/or under any applicable law.

9.3 Termination by Customer

Customer may terminate its Subscription to the Service by cancelling its Subscription, whereby termination will take effect at the end of the then-current Subscription Term and shall not derogate from Customer's obligation to pay the applicable Fees for the Subscription Term.

9.4 Effect of Termination

Unless expressly indicated otherwise in these Terms, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Fees. Upon termination or expiration of these Terms, Customer's Subscription and all rights granted to Customer hereunder shall terminate, and Customer shall cease to have access to the Service and any Customer Data and shall remove any Service components from Customer's systems. Customer is solely responsible to export all available Customer Data prior to such termination or expiration, and following termination or expiration, the Company may delete the Customer Data without retaining any copy thereof. In addition, Customer shall return or destroy, at Company's choice, Company's Confidential Information (as defined below) then in Customer's possession and Customer shall have no claim against the Company in this regard.

9.5 Survival

All the provisions of these Terms which by their nature should survive termination (including, without limitation, confidentiality, ownership and intellectual property, warranty disclaimers, limitations of liability and indemnification) shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Terms shall not relieve Customer from any obligation arising or accruing prior to such termination or limit any liability which Customer otherwise may have to the Company.

10.1 Confidential Information

For purposes of these Terms, the term "Confidential Information" shall mean any and all non-public business, product, technology and marketing data and information, whether written, oral or in any other medium disclosed or otherwise provided by either party (the "Disclosing Party") to the other party (the "Receiving Party"), that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information which the Receiving Party can prove: (a) is publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of the Receiving Party in breach of these Terms; (b) is already known to the Receiving Party at the time of disclosure; (c) is disclosed to the Receiving Party free from confidentiality obligations by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (d) was or is independently developed by the Receiving Party without use of or reliance upon the Confidential Information.

10.2 Confidentiality Obligations

Receiving Party undertakes and warrants that: (i) it shall hold the Confidential Information of Disclosing Party in confidence and shall take all reasonable steps to safeguard and protect the Confidential Information including, without limitation, those steps that it takes to protect its own Confidential Information of a similar nature; (ii) it shall not disclose or otherwise provide any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to those of its employees who have a need to know such Confidential Information for the purpose of fulfilling these Terms and provided that such employees are bound by written confidentiality obligations which are at least as restrictive as those contained herein; (iii) it shall not copy or use the Confidential Information for any purpose except to the extent required to perform its obligations, or exercise its rights, hereunder, whilst maintaining the Disclosing Party's interests; and (iv) if the Receiving Party is requested or legally compelled to disclose any Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, the Receiving Party shall make best efforts to provide the Disclosing Party prompt notice thereof, and, at the request and expense of the Disclosing Party, uses reasonable efforts to limit such disclosure to the extent requested. Receiving party's obligations with respect to Confidential Information shall expire five (5) years from the date of termination or expiration of the last Subscription Term, unless under applicable law a longer period of protection applies.

10.3 Right to Disclose

Company reserves the right to access, read, preserve, and disclose any information that it obtains in connection with the Service as the Company reasonably believes necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to Customer's support requests, and/or (v) protect the rights, property or safety of the Company, its users or the public.

The Company does not warrant, undertake or guarantee that any or all security issues will be discovered, reported or remedied, or that there will not be any security breaches or vulnerabilities in Customer's software, products, systems or services. The Company does not warrant, undertake or guarantee that any action or recommendation by the Service will satisfy Customer's needs or will be optimal under the circumstances.

Except as explicitly set forth herein, the Service and any professional services are supplied on an "as is" and "as available" basis and without warranties, guarantees or representations of any kind, whether express or implied, statutory, common law or otherwise, regarding the Service and Customer's use thereof, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose, accuracy, availability, security, compatibility or non-infringement. Company does not warrant that the use of the Service will be uninterrupted, error-free or will meet Customer's specific requirements or expectations, or that any process, action, information or advice obtained by Customer as a result of the use of the Service will be accurate, reliable, effective, proper, lawful or otherwise in accordance with the Customer's expectations.

Customer is responsible to assure that the Service will not interfere with the operation of the Customer's produces and services, such that the Customer's products and services shall properly function even if the Service, or any part thereof, is disabled.

Company is not providing data back-up services and will not be responsible for loss or alteration of any Customer Data. Unless otherwise agreed in an Order Form, Customer is responsible to back-up its own data, including any Customer Data.

Notwithstanding anything in these Terms or elsewhere to the contrary and to the fullest extent permitted by applicable law:

In no event shall Company, its shareholders, directors, officers, affiliates, agents, members or employees be liable under any contract, tort or other legal or equitable theory, for any: (i) special, incidental, punitive, consequential or indirect damages; (ii) loss of or damage to Customer's systems, devices, data, information, goodwill, profits, savings, or pure economic loss; (iii) the failure of industry standard security measures and protections; (iv) the cost of procuring any substitute goods or services; regardless of (A) whether Company, its affiliates or third-party providers, have been advised of the possibility of such damages or such damages were reasonably foreseeable; or (B) the theory or basis of liability (such as, but not limited to, breach of contract or tort); and/or (v) legal action brought against the Company more than 12 months after the cause of action arose (unless applicable law prohibits this contractual limitation).

To the maximum extent permitted by law, Company's aggregate and cumulative liability for all direct claims, damages and losses (whether in contract, tort or otherwise), is limited to the Fees paid to the Company for use of the Service in the twelve (12) months preceding the cause of the claim.

13.1 By Company

Company hereby agrees to defend and indemnify Customer against any damages awarded against Customer by a court of competent jurisdiction, or paid in settlement, in connection with a third-party claim, suit or proceeding that the grant of right to use the Service within the scope of these Terms infringes any valid U.S. patent. Company shall have no obligations or liability hereunder in case (i) the Service is used in an unlawful manner or in violation of these Terms; (ii) features are provided at the request of the Customer; (iii) the Service is used in combination with other products, equipment, software, or data not provided by the Company; (iv) the alleged infringement is resulting from processes developed by the Customer or at the Customer's request within the Service; or (v) the alleged infringement is based on the Customer Data and any other content provided by Customer or use of the Service by the Customer. Sections 5.4 and 13.1 state the Company's sole and entire liability and Customer's exclusive remedy, for any intellectual property infringement or misappropriation by the Company and/or the Service and underlying technology.

13.2 By Customer

Without derogating from Company's rights under these Terms and under applicable law, Customer hereby agrees to defend and indemnify Company against any damages awarded against Company by a court of competent jurisdiction, or paid in settlement, in connection with (i) a third party claim, suit or proceeding that use of the Customer Data and any other content provided by Customer, or the use of the Service by the Customer infringes any intellectual property rights of a third party; (ii) the use or misuse of the Service by Customer or any third party using.

13.3 General

The defense and indemnification obligations of the indemnifying party under this Section 13 are subject to: (i) the indemnifying Party being given prompt written notice of the claim; (ii) the indemnifying party being given immediate and complete control over the defense and/or settlement of the claim; and (iii) the indemnified party providing cooperation and assistance, at the indemnifying party's expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party's defense of, or response to, such claim.

14.1 Joon Entity

Unless stated otherwise in an applicable Order, if you are a person residing in, or an entity incorporated in, the United States or in Canada, "Company" means Joon Security, Inc., a company duly incorporated under the laws of Delaware; and if you are person or an entity residing or incorporated elsewhere, "Company" means Joon Security Ltd., company registered under the laws of the state of Israel, company registration number 517099214.

14.2 Export Control

The Service may be subject to Israeli, U.S. or foreign export controls, laws and regulations (the "Export Controls"), and Customer agrees and confirms that: (i) Customer is not located and does not and will not use, export, re-export or import the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Service.

14.3 Customer's Reference

Customer acknowledges and agrees that the Company has the right to use Customer's name and logo to identify Customer as a customer of Company or user of the Service, on Company's website, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting Company at: legal@joon.co. The publication of any additional content related to the Customer's use of the Service (other than mere reference to the Customer as set forth above) shall require the Customer's prior approval (which may not be unreasonably withheld or delayed).

14.4 Force Majeure

Neither Company 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, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and governmental action.

14.5 Governing Law; Jurisdiction

(i) If "Company" is Joon Security Ltd. these Terms shall be governed by and interpreted in accordance with the laws of the State of Israel, without regard to conflict of laws' provisions that would result in the application of the laws of any other jurisdiction and the parties hereto submit the exclusive jurisdiction to the competent courts in Tel Aviv, Israel; (ii) If "Company" is Joon Security, Inc., these Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict of laws' provisions that would result in the application of the laws of any other jurisdiction and the parties hereto submit the exclusive jurisdiction to the competent courts in the State of Delaware. If applicable, to the fullest extent permitted by law, the parties waive the right to a jury trial with respect to any action arising under or relating to these Terms.

14.6 Class Action Waiver

Where permitted under applicable laws, Customer and Company agree that each party may bring claims against the other party only in its individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both Customer and the Company agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

14.7 Relationship of the Parties; No Third-Party Beneficiaries

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Terms.

14.8 General

The headings used in these Terms are for convenience only and shall in no case be considered in construing these Terms. The schedules and exhibits attached hereto are incorporated herein by this reference.

14.9 Entire Agreement

These Terms (and the other terms, agreements and policies referenced herein) constitute the entire agreement between Customer and the Company with respect to Customer's use of the Service, and supersede all prior or contemporaneous understandings regarding such subject matter.

14.10 Assignment

Company may assign at any time any of its rights and/or obligations hereunder to any third party without Customer's consent. Customer may not assign any of its rights or delegate any obligations hereunder, in whole or in part without the prior written consent of Company, and any attempt by a Customer to do so shall be deemed null and void.

14.11 Notice

All notices or reports permitted or required under these Terms shall be made by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by electronic mail, and shall be deemed effective (a) if mailed, 5 business days after mailing; (b) if made by personal delivery or sent by messenger or express courier service, upon delivery; and (c) if sent via electronic mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt.

14.12 Severability

In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.

14.13 No Waiver

The failure of the Company to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by Company in writing.