Enterprise Terms of Service

1. The Services
   

   1. Subscriptions. Subject to Customer’s compliance with this Agreement, we will provide Customer with access to and use of Abstract's version control and design workflow management platform as well as downloadable software that facilitates the use of such platform (collectively, the “Services”) during the Subscription Period (as stated and defined on the applicable Order Form). Subscriptions commence on the Subscription Start Date (as stated and defined on the applicable Order Form) and continue for the Subscription Period. For the purposes of this Agreement a “Reseller” means a resale partner that is authorized by Abstract to resell the Services.
      
   2. Support. Abstract will use commercially reasonable efforts to provide basic technical support for the Services to Customer via email (“Support Services”).
      
   3. Authorized Users. Employees and contractors working on behalf of and authorized by Customer to access and use the Services (each an “Authorized User”) may upload, submit, post, create, share, or otherwise make available through the Services videos, images, music, comments, questions, documents, spreadsheets, design files, and any other content or materials submitted, posted, or otherwise made available by Customer and its Authorized Users, (“Customer Information”). Customer has the sole right and responsibility for managing its and its Authorized Users’ access to the Services and use of the Customer Information. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions of Authorized Users (e.g. giving certain Authorized Users administrative privileges), manage retention and export settings, transfer, assign, or consolidate organizations. Customer will also (i) inform Authorized Users of all of Customer’s own policies and practices that are relevant to the Authorized Users’ use of the Services and of any settings within the Services that may impact the processing of Customer Information; and (ii) obtain all rights, permissions and consents from Authorized Users and other Customer personnel or contractors that are necessary (x) to grant the rights and licenses set forth in this Agreement, and (y) for the lawful use and transmission of Customer Information and operation of the Services. Customer is responsible for all Authorized Users’ login credentials. Accordingly, Customer is responsible for all resulting damages, losses, or liability if usernames and passwords are not kept confidential by you or your Authorized Users, including for actions taken on the Services by unauthorized third-parties logging into and accessing the Services through Authorized Users’ accounts.
      
   4. Beta Products. We may occasionally make new services or new features of our existing services available to Customer for evaluation and testing (each, a “Beta Product”). Beta Products will only be made available to Authorized Users and will always be either in writing (email will suffice) or these features will be identified within the Services as “beta”, “pre-release”, or “early-release” (or words or phrases with similar meanings).  Whether you choose to use the Beta Products is completely within Customer’s control. If you choose to use a Beta Product, you understand and agree that Beta Products are made available on an “AS IS,” and “AS AVAILABLE” basis and without any warranties, indemnities, or support commitments of any kind.
      

2. Use of the Services and Restrictions
   

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

3. Payment Obligations
   

   1. Fees. Customer will pay for access to and use of the Services as set forth in the Order Form (“Fees”). Acceptable payment methods include bank transfer (fees may apply), or credit card via online portal. Bank transfer instructions are included on each invoice. Customer is responsible for reimbursing Abstract for all fees charged by the applicable bank(s) as a result of such transfer. All Fees must be paid in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, non-refundable. We may modify our Fees or introduce new fees in our sole discretion which will only become effective upon the renewal of the Initial Subscription Period or then-current Renewal Period.
      
   2. Payment. We will invoice you for the Fees and any other applicable fees (e.g. bank transfer fees) in accordance with the Order Form. Customer agrees to pay all invoices submitted in accordance with this Agreement or the Order Form within thirty (30) days after the invoice date. All information that you provide in connection with a purchase or transaction or other monetary transaction with the Services must be accurate, complete, and current. If Customer has executed an Order Form with a Reseller, Customer will pay such Reseller (and not Abstract) in accordance with the terms of such Order Form. Notwithstanding the foregoing, Customer understands and agrees that if Customer does not pay the Reseller in accordance with the applicable Order Form, Abstract will have the right to suspend Customer’s license to (including use of and access to) the Services and to terminate this Agreement upon notice to Customer.
      
   3. Taxes. Fees stated on the Order Form are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.
      
   4. Failure to Pay. If you fail to pay any Fees in accordance with this Section 3, we may suspend your access to the Services pending payment of such overdue invoices; provided that we give you notice of such non-payment and ten (10) days (from the date of such notice) to remit the overdue Fees in full. If Customer believes that we have billed you incorrectly, Customer must contact us no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
      
   5. Adding Authorized Users. Authorized Users that are given administrative permission by Customer may add Authorized Users at any time through the Services or by contacting us. Upon adding an Authorized User, we will invoice you for such Authorized User at the same price stated in the applicable, then-current Order Form at the pro-rated rate for the remainder of the then-current Initial Subscription Period or Renewal Period (also as stated on the Order Form). Customer agrees to pay such invoices in accordance with Section 3.2 above. The number of Authorized Users purchased cannot be decreased during the Subscription Period; the number of Authorized Users purchased may only be decreased upon renewal.
      
   6. New Services. During the Subscription Period, we may offer new services or modules that are not included on your current Order Form; you may choose to purchase new services or modules under a new Order Form but will not be required to do so.
      

4. Term and Termination
   

   1. Agreement Term. This Agreement will become effective on the Subscription Start Date of the first Order Form entered into by the parties and remain effective until all Order Forms have expired or have been terminated or this Agreement itself terminates. The termination or expiration of this Agreement shall not affect any Order Form then in effect, which shall continue to be governed by the terms and conditions of this Agreement until the termination or expiration of such Order Form.  
      
   2. Order Form Term and Renewal. The term of each Order Form will be as stated on such Order Form. Each Order Form will renew as stated on such Order Form. Either party may choose not to renew any Order Form by giving the other party notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Period.
      
   3. Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides written notice of such breach.
      
   4. Effect of Termination. If Customer terminates this Agreement as a result of Abstract’s failure to cure a material breach, we will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period (as stated on the applicable Order Form). Upon any termination for cause by us, Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any Fees payable to us for the period prior to the effective date of termination. Except as otherwise set forth herein, upon any termination of this Agreement, all licenses granted hereunder will immediately terminate and Customer will no longer have the right to access or use the Services. Following termination or expiration of Customer’s subscription, we will provide you with access to the Service for the sole purpose of exporting your Customer Information (except for comments made through the Services by Authorized Users) for a period of ninety (90) days. After such ninety (90) day period we have no obligation to maintain or provide any Customer Information and will thereafter, unless legally prohibited, delete all Customer Information in our systems or otherwise in our possession or under our control.
      
   5. Survival. Sections 2.3-2.5, 3.1-3.4, 4.4, 4.5, 5, 6.2, 7, 8, 9, and 11 will survive any termination or expiration of this Agreement.
      

5. Intellectual Property

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

6. Warranties and Disclaimers

   1. Warranties.
      ‍
      (a) Abstract represents and warrants that (i) it will comply with all applicable federal, state and local United States laws and regulations with respect to its business operations under this Agreement and all applicable United States and European Union laws with respect to its processing and use of Customer Information; (ii) the Services will substantially comply in all material respects with the Documentation, (iii) it will provide the Support Services in a professional and workmanlike manner, (iv) it has used commercially reasonable efforts to ensure that the software underlying the Services and the environment used for the Services contain no Harmful Code, and (v) it uses commercially reasonable efforts to prevent the introduction of Harmful Code into the software underlying the Services and the environment used for the Services. For purposes of this warranty, “Harmful Code” includes any malicious code containing viruses, Trojan horses, time bombs, worms or like destructive code or code that self-replicates or computer instructions, circuitry or other technological means designed to permanently disrupt, damage, or interfere with Customer’s use of the Service or Customer’s own computer systems. If the Services are not provided in accordance with the above warranty, Customer will promptly notify Abstract and Abstract will make commercially reasonable efforts to rectify such non-compliance; if Abstract is not able to so modify or otherwise fix the Services, Abstract will terminate this Agreement and refund any unused pre-paid Fees to Customer. The foregoing remedy is Customer’s sole remedy and Abstract’s sole liability if Abstract breaches the terms of Section 6.1(a).
      ‍
      (b) Each party represents and warrants that it has validly entered into this Agreement and has the legal power to do so.
      
      (c) Customer represents and warrants that (i) it has obtained all rights and consents as may be required (by law or otherwise) to transfer, post, submit, and use any Customer Information as contemplated by this Agreement; and (ii) the Customer Information and our use of it as contemplated by this Agreement and the Services will not violate any law or infringe any third-party’s rights, including but not limited to any intellectual property or privacy rights.
      
   2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
      

7. Limitation of Liability

   ABSTRACT WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR PUNTITIVE DAMAGES, (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY.  IN NO EVENT WILL ABSTRACT BE LIABLE WITH RESPECT TO, ANY DAMAGES THAT, IN THE AGGREGATE, EXCEED THE AMOUNTS PAID OR PAYABLE TO ABSTRACYT WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THESE LIMITATIONS WILL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

   
   

8. Indemnification

   1. Abstract’s Indemnification: Abstract will defend Customer and its Authorized Users, officers, directors, and employees against any third party claim or action brought against Customer to the extent based on (i) the allegation that the Services infringes such third party’s intellectual property rights (patents, utility models, design rights, copyrights and trademarks or any other intellectual property right), and (ii) a breach of this Agreement caused by the gross negligence, fraud, or willful misconduct of Abstract, and we agree to pay any settlements with respect to the foregoing indemnification obligations that Abstract agrees to in a writing signed by Abstract’s authorized officer or final judgments awarded to the third party claimant by a court of competent jurisdiction. The foregoing obligations do not apply with respect to the Services or portions or components of either that are (a) not provided by Abstract, (b) combined with other products, processes or materials that are not reasonably contemplated by us or our Documentation, or (c) where Customer’s use of the Services is not in accordance with this Agreement or our Documentation.
      
   2. Customer’s Indemnification: Customer will defend Abstract and its officers, directors, and employees against any third party claim or action brought against Abstract to the extent based on (a) the allegation that the Customer Information infringes such third party’s intellectual property rights or any applicable law, rule, regulation, or third-party right, including without limitation any right of privacy, or (b) Customer’s breach of this Agreement arising out of Customer or any Authorized User’s gross negligence, fraud, or willful misconduct, and Customer agrees to pay any settlements with respect to the foregoing indemnification obligations that Customer agrees to in a writing signed by Customer’s authorized officer or final judgments awarded to the third party claimant by a court of competent jurisdiction.
      
   3. Procedures. Each party’s obligations under Sections 8.1 and 8.2 are conditioned on the party seeking to have a claim defended and settled (“Indemnified Party”) by the other party (“Indemnifying Party”) (a) providing the Indemnifying Party with prompt written notice of any claim, (b) granting the Indemnifying Party the sole control of the defense and settlement of the claim, and (c) providing reasonable information and assistance to the Indemnifying Party in the defense or settlement of the claim at the Indemnifying Party’s expense. Notwithstanding anything else to the contrary in this Agreement, a party's obligation to defend, indemnify and hold the other party harmless hereunder is limited to the Indemnifying Party’s payment for the cost of defense of the third party claim incurred by the Indemnifying Party and the payment of (i) any settlements agreed to by the Indemnifying Party in a writing signed by an officer of the Indemnifying Party, or (ii) final judgments awarded to the third party claimant by a court of competent jurisdiction.
      
   4. Options. If Customer’s use of the Services has become, or in Abstract’s opinion is likely to become, the subject of any claim of infringement, Abstract may at its option and expense, (a) procure for Customer the right to continue using and receiving the Services as set forth hereunder, (b) modify the Services to make it non-infringing, (c) substitute an equivalent for the Services or (d) if Abstract, in its sole discretion, determines that options (a)-(c) are not commercially practicable, terminate this Agreement and refund Customer any pre-paid, unused Fees for the remainder of the then-current Subscription Period.
      
   5. Sole Remedy: NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS AGREEMENT, THIS SECTION 8 STATES ABSTRACT’S ENTIRE RESPONSIBILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT.
      

9. Confidentiality and Data Security

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

10. Privacy Policy and Protection of Personal Data

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

11. General Terms

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