SpoolApp Terms of Service
These Terms of Service (the “Terms”) describe your legal rights and responsibilities when using
the productivity tools and services provided by SpoolApp, ltd. (the “Services”). These Terms
create a legal and binding agreement between SpoolApp, ltd (“Spool” or “we”) and the
Customer (as further described below) agreeing to be bound by these Terms. A Customer may
be referred to herein as the “Customer” or as “you.” Those persons who access the Services
using Customer’s account are referred to herein as the “End Users.”
When you sign up for a Spool account, purchase subscriptions, or accept an invitation to use
the Service in conjunction with an individual or team who already has a Spool account, you are
agreeing to these Terms on behalf of the organization you represent. If you are an individual
not formally associated with an organization (for example an entrepreneur working with a
couple of associates prior to the formation of your company), then you are entering into this
Agreement on your own behalf, you are the “Customer” and you will be assigned as the
administrator of your account. If you register for the Service using your corporate email
domain, then your organization is the “Customer” and can modify or re-assign roles within your
account and otherwise exercise the rights granted to the Customer pursuant to these Terms. If
your organization, in its role as the Customer, elects to replace you as the administrator of its
account, we will provide you with notification of such action and you agree to take any actions
reasonably necessary and requested by Spool or Customer to facilitate such transfer of
authority.
By accessing or using the Services, Customer acknowledges that Customer has read,
understands, and agrees to be bound by these Terms and Spool’s Privacy Policy which are
hereby incorporated into and made a part of these Terms.
IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION CLAUSE
(SEE SECTION 16b) THAT GOVERNS HOW CLAIMS YOU HAVE AGAINST SPOOL WILL BE
RESOLVED. PLEASE READ THIS PROVISION CAREFULLY.
1 – Access to the Services and Acceptable Use
1.1. Access. To access the Services, You must register for a Spool account by providing your full
legal name, a valid email address, and any other information required to complete the
registration process. As a general rule, your login details may be used up to a maximum of five
concurrent sessions; provided, however, that Spool may lower this limit at its discretion to
address known or suspected issues of inappropriate license sharing. Access to the Services may
sometimes be procured via an order form entered into between you and Spool (an “Order
Form”).
You are responsible for ensuring that each of your End Users abides by these Terms at all times
in connection with their use of the Services. It is your responsibility to: (a) inform your End
Users of any relevant policies, practices and settings that you elect to enforce related to your
End Users’ use of the Services; (b) obtain any rights, permissions or consents from your End
Users that are necessary for your lawful use of the Service and the collection and processing of
Customer Content (as defined in Section 2 below) by Spool in connection with your use of the
Services; and (c) respond to and resolve any dispute between you and any of your End Users
related to or based on Customer Content and/or your use of that Customer Content in
connection with your use of the Services. You, and not Spool, are responsible for your End
Users’ compliance with your internal policies and procedures.
The Services are not intended for use by those under the age of 16 and You are responsible for
ensuring that all End Users are at least 16 years of age.
You and your End Users are responsible for all login credentials, including user names and
passwords and Spool shall not be liable for any damages or losses that may occur as a result of
your failure, or the failure of your End Users, to maintain the confidentiality of their login
credentials.
You are responsible for notifying us at support@Spoolapp.co if you become aware of any
unauthorized use of or access to your account.
Spool may communicate with you via email regarding your account, system updates, or other
issues related to your account and may assume that any communications we receive under
your account have been submitted by you.
1.2 Acceptable Use. All End Users must comply with the following rules regarding acceptable
use of the Services. End Users may not:
access, tamper with or use non-public areas of the Services, including but not limited to
Spool’s computer systems or the technical delivery systems of Spool or its service
providers;
probe, scan, or test the vulnerability of any system or network or breach or circumvent
any security or authentication measure;
“scrape” or otherwise access or search the Services by means other than through
Spool’s publicly supported interfaces;
attempt to overwhelm or disrupt the Services or Spool’s infrastructure by intentionally
imposing unreasonable burdens on our systems (for example, by using automated
methods to send requests to our servers at a rate beyond what could be sent by a
human user during the same period of time); or
disrupt or interfere with the access of other End Users or any host or network, including,
without limitation, by sending a virus, overloading, spamming, mail- bombing or
flooding the Services, or by scripting the creation of content in a manner designed to
interfere with or create an undue burden on the Services.
End Users may not utilize the Services to carry out, promote or support:
any unlawful or fraudulent activities;
the impersonation of another person or entity or the misrepresentation of an affiliation
with a person or entity in a manner that does or is intended to mislead, confuse or
deceive others;
the publishing or dissemination of malicious content intended to damage or disrupt
another’s browser or computer;
the sending of unsolicited communications, promotions, advertisements or spam; or
activities that are defamatory, libelous, threatening, or that constitute hate speech,
harassment or stalking.
In addition to any other remedies that may be available to us, Spool reserves the right to take
that remedial action we deem necessary, including the immediate suspension or termination of
an End User or Customer’s account, upon notice and without liability to Spool should Customer
or any of its End Users fail to abide by these acceptable use provisions or, if in Spool’s sole
discretion, such action is deemed necessary to prevent disruption to the Services or harm to
others. If you are an End User, Spool reserves the right to notify your organization and/or the
administrator associated with your account with respect to any violation of these Terms.
2 – Your Content
End Users may create, process, upload, submit, store, send and receive content in connection
with their use of the Services (the “Customer Content”). As between Customer and Spool,
Customer retains all ownership and intellectual property rights in and to that Customer Content
and Spool shall not be responsible for the Customer Content or the way Customer or its End
Users choose to use the Services to store or process any Customer Content. Subject to these
Terms, you (on behalf of yourself and your End Users) hereby grant to Spool a worldwide,
limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of
its business) license to access, use, copy, reproduce, process, adapt, distribute, publish,
transmit, export and display the Customer Content as reasonably necessary (a) to provide,
maintain and update the Services; (b) to prevent or address service, security, support and
technical issues; (c) as required by law and (d) as expressly permitted by Customer in writing.
3 – Use of Third Party Services in Connection with the Spool Services
Spool makes various third-party applications and services available for use in connection with
the Services (the “Third Party Services”). Your use of such Third Party Services, and any
exchange of data between You and the provider of such Third Party Service is solely between
you and the third-party service provider. Spool does not warrant or support any Third Party
Service or other non-Spool product or service, regardless of whether such Third Party Service, is
promoted or made available through our Service or is designated by Spool as “certified” or
“working with” the Spool Service. Customer acknowledges that providers of such Third Party
Services may have access to Customer Content in connection with the interoperation and
support of such Third Party Services with the Service and that, as between Customer and Spool,
Customer is solely responsible for reviewing such Third Party Service provider’s practices and
policies to ensure that they meet the legal and business requirements of Customer. To the
extent Customer authorizes the access or transmission of Customer Content through a Third
Party Service, Spool shall not be responsible for any use, disclosure, modification, or deletion of
such Customer Content by the Third Party Service provider or for any act or omission on the
part of such Third Party Service provider.
4 – Fees
4.1 Fees. The Service is provided on a tiered subscription basis with fees calculated based on
your total number of End Users as detailed on the pricing page on our website. Unless a
substitute payment mechanism has been agreed to by Spool, a valid credit card is required to
subscribe to the Service and Customer authorizes Spool to charge such fees using Customers
selected payment method. Fees are billed in advance and are non-refundable. The number of
End User subscriptions purchased under a subscription cannot be decreased during the
applicable term. No credits or refunds will be issued for usage that is less than the purchased
number of licenses. No adjustments are made for unused time on licenses. The subscription
term for your End Users begins on the date on which you sign up and pay for the Service (the
“Subscription Start Date”), regardless of the date on which you provision your individual End
User accounts.
4.2 Auto Renewal. Customer agrees that its subscription to the Services will automatically
renew on an annual or monthly basis (the “Renewal Date”) depending on the term chosen by
Customer when subscribing to the Service. Customer hereby authorizes Spool to automatically
charge Customer the applicable fees on or after each such Renewal Date unless Customer’s
subscription to the Service has been terminated or cancelled as set forth in Section 5 below.
4.3 Calculation of Fees. Fees are based on annual or monthly periods that begin on Customer’s
Subscription Start Date and end on the annual or monthly anniversary thereof (depending on
whether Customer chooses an annual or monthly subscription). Customers are required to
purchase a subscription for each End User and may add additional End Users to their account at
any time by adding licenses through the application or notifying Spool at billing@Spoolapp.co.
Spool reserves the right to review the total number of End Users associated with Customer’s
account from time to time and, if the number of End Users exceeds Customer's current
subscription, then Spool reserves the right, upon notice to Customer, to invoice Customer for
any additional End Users on a pro rata basis for the remaining period of Customer’s
subscription term. Spool reserves the right to revise fees associated with the Service at any
time upon not less than twenty (20) days prior notice to Customer, with such revised fees to be
applied to Customer upon Customer’s next monthly or annual subscription term (as the case
may be) and with respect to any additional End Users added to Customer’s subscription during
the then current monthly or annual subscription term.
4.4 Taxes. All fees are exclusive of all taxes, levies, or duties or similar assessments of any
nature, including for example, value-added, sales, use or withholding taxes, assessable by any
jurisdiction (collectively “Taxes”). Customer shall be responsible for payment of all such Taxes
associated with its purchase of access to the Service, excluding only those taxes that are based
on Spool’s net income. Should you be required to withhold any Taxes upon payment to Spool,
you will reimburse Spool for such withholding.
4.5 Trial Subscriptions. Spool may, at its option, offer new customers a limited free trial of the
Service, subject to these Terms. Notwithstanding anything to the contrary herein, Spool shall
have the right to terminate a Customer free trial at any time and for any reason. No
organization or individual is entitled to receive more than one (1) free trial of the Service.
4.6 Late Payment. If you fail to make payments (not disputed in good faith) when due under
these Terms, and after continued non-payment for a period of fifteen (15) days after we
provide you with written notice and an opportunity to cure, we may suspend provision of the
Service until payment is received and may charge you a late fee on the overdue amount from
the date such amount became due at the lesser rate of 1.5% per month or the maximum rate
permitted by applicable law, together with our costs incurred in collecting such payment. We
are entitled to withhold performance and suspend provision of the Service until all undisputed
amounts due are paid in full.
5 – Term and Termination
These Terms shall remain in full force and effect until all Customer subscriptions to the Service
have expired, have been terminated or are cancelled. Either party may terminate Customer’s
subscription to the Service if the other party: (a) is in material breach of these Terms and fails to
cure such breach within twenty (20) days following written notice by the non-breaching party;
or (b) ceases its business operations or becomes subject to insolvency proceedings and such
proceedings are not dismissed within sixty (60) days. Customer may cancel its subscription to
the Service by notifying Spool at billing@Spoolapp.com no later than thirty (30) days prior to
the Renewal Date.
Upon expiration, termination or cancellation of Customer’s subscription, Spool may
immediately deactivate Customer’s account; provided, however, that in no event shall any such
deactivation relieve Customer of any obligation to pay fees accrued or payable to Spool or of
any liability pertaining to Customer’s use of the Service prior to such expiration, termination or
cancellation. The following sections shall survive any expiration or termination of these Terms:
Sections 7, 8, 10, 13 and 16.
6 – Spool's Responsibilities
1. Providing the Services. Spool will make the Services available to Customer and its End
Users as described in these Terms.
2. Protecting the Customer Content. Spool will maintain industry-standard administrative,
physical, and technical safeguards designed to prevent unauthorized access, use,
modification, deletion or disclosure of the Customer Content and will ensure that third-
party service providers utilized by Spool in connection with its delivery of the Services
do the same. If Customer Content includes personal data defined by EU Regulation
2016/679 (the General Data Protection Regulation or “GDPR”), if such Customer
Content is transferred outside the European Economic Area or Switzerland to any
country not deemed by the European Commission as providing an adequate level of
protection for personal data, and/or if Customer Content includes personal information
as defined by the California Consumer Privacy Act of 2018 (the “CCPA”), then the terms
of the Spool Data Processing Addendum shall apply to such personal data and be
incorporated into these Terms upon the execution and submission of the Spool Data
Processing Addendum by Customer in accordance with its terms.
3. Data Portability and Deletion. The European Union’s General Data Protection Regulation
(GDPR) and the California Consumer Privacy Act (CCPA) provide individuals in certain
circumstances with rights to, among other things, access, delete and make corrections
to their personal data. Spool’s commitment to meeting these obligations can be found
in its Privacy Policy
7 – Confidentiality
1. Definition of Confidential Information. In connection with their performance under
these Terms, each party may from time to time make certain information available to
the other party that is not generally known to the public at the time of its disclosure and
is either identified as, or should reasonably be understood by the receiving party to be,
proprietary or confidential (the “Confidential Information”). Confidential Information
specifically includes, but is not limited to, the terms of any order form(s) entered into by
the parties, Customer Content, business plans, product plans, roadmaps, strategies,
forecasts, projects and analyses, the results of any audit related to the Service (including
but not limited to any security audit), financial information and fee structures, business
processes, methods and models, and technical documentation. Confidential information
does not include information that: (a) is or becomes publicly available without breach of
these Terms by the receiving party; (b) was known to the receiving party prior to its
disclosure by the disclosing party; (c) is or was independently developed by the
receiving party without the use of any Confidential Information of the disclosing party;
or (d) is or was lawfully received by the receiving party from a third party under no
obligation of confidentiality.
2. Protection of Confidential Information. Without the express prior written permission of
the disclosing party, or as required by law, the receiving party will not disclose, transmit,
or otherwise disseminate to any third party any Confidential Information of the
disclosing party and will use at least the same degree of care and discretion with respect
to the Confidential Information received from the disclosing party as it uses with its own
similar information, but in no event less than a reasonable degree of care. The receiving
party may disclose the disclosing party’s Confidential Information to its employees,
affiliates, consultants, subcontractors, agents, or advisors (“Representatives”) who have
a strict need to access the Confidential Information for the purpose of performing under
these Terms and only to those who are obligated to maintain the confidentiality of such
Confidential Information under terms that are at least as protective as the terms set
forth in these Terms. Either party may disclose these Terms to potential parties to a
bona fide fundraising, acquisition, or similar transaction solely for the purposes of the
proposed transaction, provided that any such potential party is subject to written non-
disclosure obligations and limitations on use that are no less protective than those set
forth herein.
3. Equitable Relief. The receiving party acknowledges that the remedy at law for breach of
these confidentiality provisions may be inadequate and that, in addition to any other
remedy the disclosing party may have, it shall be entitled to seek equitable relief,
including, without limitation, an injunction or injunctions (without the requirement of
posting a bond, other security or any similar requirement or proving any actual
damages), to prevent breaches or threatened breaches of these confidentiality
provisions by the receiving party or any of its Representatives and to enforce the terms
and provisions of this Section 8 in addition to any other remedy to which the disclosing
party is entitled at law or in equity.
4. Compelled Disclosure. The receiving party may access and disclose Confidential
Information of the disclosing party if legally required to do so in connection with any
legal or regulatory proceeding; provided, however, that in such event the receiving
party will, if lawfully permitted to do so, provide the disclosing party with notice in a
reasonable time prior to such access or disclosure so as to allow the disclosing party an
opportunity to seek appropriate protective measures. Receiving party will furnish only
that portion of the Confidential Information that is legally required to be disclosed, and
any Confidential Information so disclosed shall maintain its confidentiality protection for
all purposes other than such legally compelled disclosure. If Spool is compelled by law to
access or disclose Customer’s Confidential Information as part of a civil proceeding to
which Customer is a party, Customer will reimburse Spool for the reasonable costs of
compiling and providing secure access to such Confidential Information.
8 – Spool's Intellectual Property Rights; Rights to Customer Feedback
As between Spool and Customer, Spool owns all intellectual property rights in and to the
Service (excluding only the Customer Content) and all trademarks, logos and service marks
utilized by Spool in connection with the delivery of the Service. Spool grants You a non-
sublicensable, non-transferrable, non-exclusive, limited license to use the object code version
of the Service solely as necessary to use the Service in accordance with these Terms. All rights
not expressly granted by this license are hereby retained by Spool and you may not copy,
modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of
the Service.
We appreciate and welcome feedback from our customers. By submitting any feedback or
suggestions regarding the Service, or sharing such feedback with any representative of Spool,
You grant to Spool an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-
free license to use such feedback or suggestion(s) for any purpose and without any obligation
or compensation to You, any End User, or any other Customer personnel.
9 – Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICE AND ALL RELATED COMPONENTS
AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT
ANY WARRANTIES OF ANY KIND, AND SPOOL EXPRESSLY DISCLAIMS 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 SERVICE WILL BE
UNINTERRUPTED, SECURE, OR ERROR-FREE.
10 – Limitation of Liability
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS
HEREUNDER: (A) IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR
ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER, CAUSED, AND WHETHER OR NOT THE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) NEITHER
PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR
CUSTOMER’S USE OF THE SERVICE WILL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER
HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO
LIABILITY.
The provisions of this Section 10 allocate the risk between the parties under these Terms, and
the parties have relied on these limitations in determining whether to enter into these Terms.
11 – Indemnification Obligations
1. Customer’s Indemnification Obligations. Customer will indemnify Spool and its
subsidiaries, affiliates, officers, employees and agents (the “Spool Parties”) from and
against any third party claim, action, suit, proceeding or demand arising from or related
to Customer’s or any End User’s violation of these Terms and will indemnify the Spool
Parties for all damages finally awarded against the Spool Parties in connection with or as
a result of such claim or any amounts paid by Spool under a settlement approved by
Customer, including reasonable attorneys’ fees incurred in connection with the defense
or settlement of such claim. This section states Customer’s sole liability with respect to,
and the Spool Parties’ exclusive remedy against Customer for, any such claim.
2. Spool’s Indemnification Obligations. Spool will indemnify Customer and its subsidiaries,
affiliates, officers, employees and agents (the “Customer Parties”) from and against any
third party claim alleging that the Service violates the intellectual property rights of such
third party and will indemnify the Customer Parties for all damages finally awarded
against the Customer Parties in connection with or as a result of such claim or any
amounts paid by Customer under a settlement approved by Spool, including reasonable
attorneys’ fees incurred in connection with the defense or settlement of such claim.
Notwithstanding the foregoing, Spool shall not be required to indemnify Customer
hereunder to the extent the claim against Customer arises from (a) Customer or any
Customer End User’s use of the Service in a manner that violates these Terms; or (b) use
of the Service in a modified form or in combination with any third party product, service
or content not furnished to Customer by Spool.
3. Potential Infringement. If the Service becomes, or in Spool’s reasonable judgment is
likely to become, the subject of a claim of infringement, then Spool may in its sole
discretion: (a) obtain the right, at Spool’s expense, for Customer to continue using the
Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify
the Service so that it is no longer infringing. If Spool, in its sole and reasonable
judgment, determines that none of the above options are commercially reasonable,
then Spool may suspend or terminate Customer’s use of the Service, in which case
Spool’s sole liability (in addition to its indemnification obligations above) shall be to
provide Customer with a pro-rated refund of prepaid but unused fees applicable to the
remaining portion of Customer’s current subscription term. Subsections (b) above and
this subsection (c) state Spool’s sole liability with respect to, and Customer Parties’
exclusive remedy against Spool for, any infringement claim.
Indemnification Process. The party seeking indemnification shall provide prompt notice to the
indemnifying party concerning the existence of an indemnifiable claim and shall promptly
provide the indemnifying party with all information and assistance reasonably requested and
cooperate fully with the indemnifying party in defending the claim. Failure to give prompt
notice shall not constitute a waiver of a party’s right to indemnification and shall affect the
indemnifying party’s obligations under these Terms only to the extent that the indemnifying
party’s rights are materially prejudiced by such failure or delay. The indemnifying party shall
have full control and authority over the defense of any claim; provided, however, that any
settlement requiring the party seeking indemnification to admit liability or make any financial
payment shall require such party’s prior written consent, not to be unreasonably withheld or
delayed.
12 – Modifications
Spool reserves the right to update or modify these Terms from time to time as our business
evolves by posting an updated version of these Terms on our website. If, in our sole discretion,
we believe that the modifications being made are material, we will notify You (email to suffice)
prior to the change taking effect. By continuing to utilize the Service after the effective date of
any update to these Terms, Customer will be deemed to have accepted such update.
13 – Beta Access
Selected Customers may be invited to participate in the review and testing of pre-release
versions of new tools and Service enhancements which may be identified as “beta,” “early
access,” “evaluation,” “preview,” “test,” “pre-release,” or similar term (. Customer
acknowledges and understands that its participation in such pre-release testing is not required
and is at Customer’s own risk, are made available “as is” basis, and may be subject to additional
terms related to their use.
14 – Miscellaneous
1. Applicable law and jurisdiction. These Terms of Use are governed by Cyprus law. TO THE
EXTENT PERMITTED BY THE APPLICABLE LAW, CYPRUS COURTS SHALL HAVE
JURISDICTION OVER ALL DISPUTES ARISING OUT OF THE VALIDITY, INTERPRETATION,
EXECUTION AND/OR BREACH OF THESE TERMS OF USE AND OF THE
SERVICES, REGARDLESS OF PLURALITY OF DEFENDANTS OR INDEMNIFICATION
PROVISIONS.
2. Notices. Spool may provide general notices related to the Service that are applicable to
all customers via email or in-app notifications and such notices shall be deemed to
satisfy any legal requirement that notice be made in writing. Other notices (including all
notices from Customer) must be sent via email (to, in the case of Spool,
support@Spoolapp.co), first class mail, airmail, or overnight courier to the addresses of
the parties provided via an order form and are deemed given when received. Notices to
Spool shall be sent to: SpoolApp, Ltd Attn: Legal Department, team@Spoolapp.co
3. Publicity; Use of Customer Marks. Customer grants to Spool the right to use Customer’s
name and logo in Spool’s online customer list and in print and electronic marketing
materials.
4. Severability; No Waiver. In the event that any provision of these Terms is found to be
invalid or unenforceable, such provision shall be limited or eliminated to the minimum
extent necessary so that these Terms shall otherwise remain in full force and effect and
remain enforceable between the parties. No waiver of any provision of these Terms
shall be deemed a further or continuing waiver of such provision or any other provision,
and a party’s failure to assert any right or provision under these Terms shall not
constitute a waiver of such right or provision.
5. Assignment. Neither these Terms nor any of the rights or licenses granted hereunder
may be transferred or assigned by either party without the other party’s express prior
written consent (not to be unreasonably withheld or delayed); provided, however, that
either party may assign these Terms and all order forms related to Customer’s use of
the Service upon written notice without the other party’s consent to an affiliate or to its
successor in interest in connection with a merger, acquisition, corporate reorganization,
or sale of all or substantially all of its assets; provided, however, that should Customer
assign these Terms to any direct competitor of Spool, then Spool shall have the right to
terminate these Terms and Customer’s use of the Service upon notice, in which case
Spool shall provide Customer’s assignee with a pro- rata refund of any prepaid but
unused fees. Any other attempt to transfer or assign these Terms or Customer’s
subscription to the Service will be null and void. Subject to the foregoing, these Terms
shall bind and inure to the benefit of the parties, their respective successors, and
permitted assigns.
6. Force Majeure. Neither party shall be liable for delayed or inadequate performance of
its obligations hereunder to the extent caused by a condition that is beyond such party’s
reasonable control, including but not limited to natural disaster, civil disturbance, acts of
terrorism or war, labor conditions, governmental actions, interruption or failure of the
Internet or any utility service, failures in third-party hosting services, and denial of
service attacks (each a “Force Majeure Event”). The party experiencing such Force
Majeure Event shall be relieved from its obligations (or part thereof) as long as the
Force Majeure Event lasts and hinders the performance of said obligations (or part
thereof); provided, however, that the party experiencing such Force Majeure Event shall
promptly notify the other party of such event and shall make reasonable efforts to
mitigate the effects of the Force Majeure Event.
7. Relationship of the Parties. The parties are and shall be independent contractors with
respect to all services provided under these Terms or any Order Form. 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 this
Agreement. Without limiting this Section, a Customer’s End Users are not third-party
beneficiaries to Customer’s rights under this Agreement.
8. Entire Agreement. These Terms, including all attachments, exhibits, addendums, and
any order form(s) related hereto, constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes and replaces any prior or
contemporaneous representations, understandings and agreements, whether written or
oral, with respect to its subject matter. To the extent of any conflict or inconsistency
between the provisions of these Terms and any order form, these Terms shall prevail.
No terms or conditions stated in any Customer purchase order or similar documentation
shall be incorporated into or form any part of this Agreement, and all such terms or
conditions shall be considered null and void.
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