Terms of Service - Enterprise (September 5, 2024)

These Enterprise Terms of Service (these “Terms”) govern your use of Grok and any and all related products, software, documentation, and online, mobile-enabled, and/or digital services (collectively, the “Service”) provided by xAI (including its successors and assigns, “xAI,” “we,” “our,” or “us”) to you under a business or developer Enterprise Account. These Terms also incorporate any other terms or policies that are referenced in these Terms or otherwise provided to you in writing as well as any ordering document signed by you and xAI or other ordering terms that you agreed to when purchasing an account for the Service (the “Order”, and collectively, this “Agreement”). If there is a conflict between these Terms and any other agreement between you and xAI, these Terms shall control.

  1. Service

    1. Access to the Service. Subject to your compliance with this Agreement, during the Term (defined below), we grant you a non-exclusive, limited, non-transferable right to access and use the Service solely for your internal business purposes as permitted by the features of the Service. We reserve all rights not expressly granted herein in and to the Service. To the extent we provide you with any downloadable software, agents, SDKs, APIs, or other code in connection with the Service, we grant to you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use that software during the Term solely as reasonably necessary for your use of the Service in accordance with these Terms.

    2. Acceptable Use Policy & Restrictions. You agree to our Acceptable Use Policy. Except to the extent a restriction is prohibited by applicable law, you will not do, and will not assist, permit, or enable any user or third party to do, any of the following: (a) sell, rent, lease or use the Service for time sharing purposes; (b) use the Service to help develop, or help provide to any third party, any product or service similar to or competitive with the Service; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Service; (d) copy, modify or create derivative works from the Service; (e) remove or obscure any copyright or proprietary or other notice contained in the Service; (f) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data; (g) access or use the Service in a manner intended to circumvent or exceed service account limitations or requirements; (h) use the Service in a manner that violates any applicable law, regulation, or legal requirement or obligation; (i) use the Service in violation of any third-party rights of privacy or intellectual property rights; (j) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Service; (k) post, upload, transmit or provide any Input that xAI reasonably deems to be unlawful, harmful, abusive or otherwise objectionable; or (l) use the Service except as expressly permitted by this Agreement. YOU MUST NOT USE ANY OUTPUT RELATING TO A PERSON FOR ANY PURPOSE THAT COULD HAVE A LEGAL OR MATERIAL IMPACT ON THAT PERSON, SUCH AS MAKING CREDIT, EDUCATIONAL, EMPLOYMENT, HOUSING, INSURANCE, LEGAL, LAW ENFORCEMENT, CITIZENSHIP, MEDICAL, OR OTHER IMPORTANT DECISIONS ABOUT THEM.

    3. Your Account. You are responsible for all activities conducted through your account. Sharing account access credentials with third parties or using individual login credentials among multiple users on an account is strictly prohibited. You must promptly inform us if you detect any unauthorized access or use of your account or the Service. You must ensure that the information you provide for your account is accurate and current.

    4. Third-Party Services. The Service may contain links to third-party sites, materials, and/or services (collectively, “Third-Party Services”) that are not owned or controlled by us, and certain functionalities of the service may require your use of third-party services. If you use a third-party service in connection with the Service, you are subject to and agree to, and must comply with, the third party’s terms and conditions made available via, or agreed in connection with, its services. We do not endorse or assume any responsibility for any third-party services.

  2. Intellectual Property

    1. Input.

      1. As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through the Service, including your prompts into the Service (collectively, “Input”).

      2. You grant us the right to use, copy, store, modify, distribute, and display your Input and Output (defined below) to maintain and provide the Service to you and to perform such other actions as authorized by you in connection with your use of the Service. Except for anonymized and aggregated statistics, we will not use your Input or Output to develop or improve the Service.

      3. You affirm, represent, and warrant the following:

        1. you have the written consent of each and every identifiable natural person referred to or mentioned in the Input, if any, to use such person’s name, voice, and likeness in the manner contemplated by the Service and these Terms, and each such person has released you from any liability that may arise in relation to such use;

        2. you have obtained, and are solely responsible for obtaining, all consents required by applicable law to provide Input relating to third parties;

        3. your Input and Output and our use thereof as contemplated by these Terms and the Service will not violate any applicable law or infringe any rights of any third party, including, but not limited to, any intellectual property rights and privacy rights;

        4. your Input does not include any information or material that a governmental body deems to be sensitive or classified information, and your provision of Input in connection with the Service is not violative of any confidentiality rights of any third party;

        5. we may exercise the rights to your Input granted to us under these Terms without liability for payment of any guild or other fees, residuals, payments, or royalties payable under any collective bargaining agreement or otherwise;

        6. You will not upload or make available through the Service, either directly or by other means: any personal information of children under 13 or the age of digital consent under applicable data protection laws;

        7. your Input does not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks on an individual or group; content that is abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy; sexist or racially, ethnically, or otherwise discriminatory content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; spam, machine-generated content, or unsolicited messages; and/or otherwise objectionable content; and

        8. to the best of your knowledge, all Input and other information that you provide to us is truthful and accurate.

      4. We claim no ownership rights over your input. We take no responsibility and assume no liability for any input. You will be solely responsible for your input and the consequences of submitting, posting, displaying, providing, sharing, or otherwise making it available on or through the service, and you understand and acknowledge that we are acting only as a passive conduit for your online distribution and publication of your input.

    2. xAI Intellectual Property. You understand and acknowledge that we (or our licensors (including other users), as applicable) own and will continue to own all rights (including intellectual property rights), title, and interest in and to the Service, all materials and content displayed or otherwise made available on and/or through the Service (including, without limitation, images, text, graphics, illustrations, logos, photographs, audio, videos, music, and Input belonging to other users; but, excluding your Input), and all software, algorithms, code, technology, and intellectual property underlying and/or included in or with the Service (collectively and individually, “xAI Intellectual Property”). Except as may be explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such intellectual property rights, and you will not access, sell, license, rent, modify, distribute, copy, reproduce, transmit, display, perform, publish, adapt, edit, or create derivative works of any xAI Intellectual Property. Use of any xAI Intellectual Property for any purpose not expressly permitted by these Terms is strictly prohibited.

    3. Output.

      1. As between us and you, you own the Output. You shall not represent that Output was human-generated or use the Output to train your own machine learning models.

      2. Due to the nature of machine learning, the output may not be unique across users and the service may generate the same or similar output for other users. Use of the service may result in incorrect output that does not accurately reflect reality. You must evaluate the accuracy of any output as appropriate for your use case, including by using human review of the output. You understand and agree that the output may contain “hallucinations” and may be inaccurate, objectionable, inappropriate, or otherwise unsuited to your purpose, and you agree that we shall not be liable for any damages you or any third party alleges to incur as a result of or relating to any output or other content generated by or accessed on or through the service.

      3. Certain features of the Service may allow you to share Input and Output with others, including through your social networks or other third-party services, such as X. If you share Input or Output from the Service with others, you authorize xAI to share those materials with the applicable third party. Please review the policies of any third-party service providers you share Input or Output with or through for additional information about how they may use those materials. If you redistribute any materials using the Service, you must be able to edit or delete any such materials you redistribute, and you must edit or delete it promptly upon our request.

    4. Usage Data. We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including intellectual property rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Service; (b) to improve our products and services (including the Service), and to develop new products, services, and/or features; (c) to monitor your usage of the Service; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including intellectual property rights, in and to the Service.

    5. Feedback. To the extent you provide us any suggestions, recommendations, or other feedback relating to the Service or to any other xAI products or services (collectively, “Feedback”), you hereby assign to us all rights (including intellectual property rights), title, and interest in and to the Feedback. Accordingly, we are free to use the Feedback and any ideas, know-how, concepts, techniques, and/or other intellectual property contained in the Feedback, without providing any attribution or compensation to you or to any third party, for any purpose whatsoever, although we are not required to use any Feedback. Feedback is deemed our Confidential Information (as defined below). You acknowledge that, by acceptance of your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

  3. Confidential Information

“Confidential Information” means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. Confidential Information does not include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without any reference to or use of Confidential Information, or that was rightfully obtained by the recipient from a third party. The recipient agrees not to disclose Confidential Information except to its affiliates, employees, contractors and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.

  1. Publicity

We will not identify you as a customer of the Service without prior written permission. You may

  1. Fees; Payments

All fees are as set forth on our pricing page or in the applicable Order and shall be paid by you within thirty (30) days of your receipt of xAI’s invoice–whether received through email or posted on your enterprise account cloud console–unless otherwise specified in the applicable Order. Fees are payable by credit card, check, or through automated clearing house (“ACH”) transfers and you authorize us or our payment processor to charge your credit card or bank account for all such fees. Except as expressly set forth herein, all fees are non-refundable. Fees are exclusive of taxes, and you are required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of xAI. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection).

  1. Term and Termination

    1. Term. This Agreement will commence on the effective date of the applicable Order or the date you first use the Service and will continue in effect until terminated in accordance with this Agreement (the “Term”). Subscriptions will automatically renew for successive periods of the same length unless either party gives the other party written notice of its intent not to renew at least 30 days before the start of the next renewal period.

    2. Termination. Either party may terminate this Agreement if the other party fails: (a) to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

    3. Effect of Termination. Upon the termination of this Agreement: (a) we will delete all of your Input and Output within 30 days of termination (except for archival copies and unless we are required by law to retain it); (b) you shall immediately cease any and all use of and access to the Service (including any and all related xAI Technology); (c) each party will return to the other party (or destroy) such other party’s Confidential Information; and (d) you will promptly pay all Fees then due. All terms that are intended by their nature to survive termination will so survive.

    4. Suspension. We may suspend your or any of your users’ access to the Service immediately if required by law or to address or prevent a security risk or any other material risk of harm.

  2. Privacy; Data Security

    1. Privacy. By using the Service, you acknowledge that we may collect, use, and disclose your personal information and information relating to individuals associated with your account, including Usage Data and Feedback, as set forth in our Privacy Policy located at https://x.ai/legal/privacy-policy. Your use of the Service and your Input and Output shall at all times compliant with your privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal information (including “personal data” as defined under applicable data protection laws). If you submit any personal information to the Service, you must execute our Data Processing Addendum, which when executed will be incorporated herein by reference. In addition, you shall not submit any information that includes or constitutes “protected health information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103), unless you signed a Business Associate Agreement with us in advance.

    2. Security. We will implement reasonable technical and organizational procedures designed to protect, safeguard and help prevent loss, misuse, and unauthorized access, disclosure, alteration or destruction of your data. We will choose these safeguards based on the sensitivity of the information that is collected, processed, and stored and the current state of applicable technology.

  3. Indemnity

    1. Indemnification by xAI. We will indemnify and defend you from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from the infringement of a U.S. patent, copyright, trademark, or other intellectual property right asserted against you by a third party based upon your use of the Service in accordance with the terms of this Agreement, provided that we shall have received from you: (a) prompt written notice of such claim (but in any event notice in sufficient time for us to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases you from any and all liability); and (c) all reasonable necessary cooperation of you. If your use of the Service is, or in our opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, we may, in our sole and reasonable discretion: (x) substitute substantially functionally similar products or services; (y) procure for you the right to continue using the Service; or if (x) and (y) are commercially impracticable, (z) terminate this Agreement and refund to you any unused, prepaid fees paid by you for the terminated period. Our indemnification obligation shall not apply to the extent that the alleged infringement arises from: (1) any modification of the Service other than by or on behalf of us; (2) access to or use of the Service in combination with any hardware, system, software, network, or other products, materials or services not provided by us or on our behalf; (3) use of the Service in breach of this Agreement; or (4) your Input. THIS SECTION 8.1 SETS FORTH OUR SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

    2. Indemnification by you. You shall indemnify, defend, and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to: (a) your violation of any laws, regulations or rights or your breach of this Agreement; (b) any action taken (or not taken) by you based upon use of the Service; (c) any dispute between you and any other user of the Service; or (d) your Input. This indemnification obligation is subject to you receiving: (x) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (y) the exclusive right to control and direct the investigation, defense, or settlement of such claim (any settlement, subject to xAI’s prior written consent); and (z) all reasonably necessary cooperation of us at your expense.

  4. Warranty; Disclaimers

We warrant that we will provide the Service in material conformity with the applicable documentation we provide you or publish online. Our sole liability (and your sole and exclusive remedy) for any breach of this warranty shall be, in our sole discretion and at no charge to you, to use commercially reasonable efforts to provide you with an error correction or work-around that corrects the reported non-conformity, or if we determine such remedies to be impracticable, to allow you to terminate this Agreement and receive as your sole and exclusive remedy and your entire liability, a refund of any fees you has pre-paid for use of the Service you have not received as of the date of the warranty claim. The limited warranty set forth in this Section does not apply if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or to any Service provided on a no-charge or evaluation basis. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

  1. Limitation of Liability

EXCEPT WITH RESPECT TO EITHER PARTY’S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), OBLIGATIONS UNDER SECTION 3 (CONFIDENTIAL INFORMATION), GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EXCEPT WITH RESPECT TO EITHER PARTY’S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION) (WHICH IN THE CASE OF XAI’S OBLIGATIONS SHALL BE LIMITED IN THE AGGREGATE TO THREE TIMES (3X) THE FEES PAID BY YOU TO XAI DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE), GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EACH PARTY’S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY YOU TO XAI DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE. THE FOREGOING LIMITATIONS WILL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

  1. Dispute Resolution

    1. Arbitration.

      1. General. THIS SECTION REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Arbitration requirement applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly to this Agreement and or to your access to or use of the Service, including without limitation your receipt of any advertising or marketing communications (each, a “Claim,” and, collectively, “Claims”). This Section 11.1 will apply, without limitation, to all Claims that arose or were asserted before or after execution of this Agreement.

      2. Dispute-Resolution Process. For any Claim, you will first contact us at legal@x.ai and meet and confer to attempt to resolve the Claim with us informally. In the event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Arbitration Procedures then in effect for AAA (the “Rules”), except as provided herein. AAA may be contacted at www.adr.org, where the Rules are available. In the event of any conflict between the Rules and this Section 11.1, this Section 11.1 will control. The arbitration will be conducted in Tarrant County, Texas, unless you and xAI agree otherwise. Each party will be responsible for paying any AAA filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and we agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Section 11.1, including any claim that all or any part of this Section 11.1 is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or whether any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.

      3. Equitable Relief. NOTHING IN THIS SECTION 11.1 WILL BE DEEMED AS: PREVENTING EITHER PARTY FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR OR YOUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

      4. Severability. If this Section 11.1 is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Section 11.1, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Section 11.1. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Section 11.1 will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

    2. Class Action/Jury Trial Waiver. BY ENTERING INTO THESE TERMS, YOU AND XAI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS. YOU AND XAI AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS.

  2. U.S. Government Restricted Rights

To the extent the Service is being used by or on behalf of the U.S. Government, the Service will be deemed commercial computer software or commercial computer software documentation (as applicable). Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the Service as are granted to all other Users hereunder, in accordance with 48 C.F.R. §227.7202 and 48 C.F.R. §12.212, as applicable.

  1. Export Controls

Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions.

  1. General Provisions

    1. Governing Law. Venue. This Agreement shall be governed by the laws of the State of Texas and the United States without regard to conflicts of laws provisions thereof. Subject to the Section 11.1, the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Tarrant County, Texas, and both parties hereby submit to the personal jurisdiction of such courts.

    2. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement or any of its right or obligations hereunder except upon the advance written consent of the other party, except that either party may assign this Agreement and all of its rights and obligations hereunder without such consent in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 14.2 will be null and void.

    3. Notification Procedures. All notices must be in writing. We will send notices to you using the registration information or the email address linked to your account. Notices delivered by email will be considered received on the date of delivery, while those sent by courier will be considered received on the date they are dispatched. We accept service of process at the following address: 216 Park Rd., Burlingame, CA 94010.

    4. Changes to these Terms. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of the Service effective as of the start of your access to the Service, even if such access began before publication of these Terms. Your continued use of the Service after any change to these Terms constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or to any future Terms of Service, do not access or use (or continue to access or use) the Service.

    5. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay, epidemic, pandemic, government act, or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services.

    6. Independent Contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

    7. No Third-Party Rights. There are no third-party beneficiaries to this Agreement.

    8. Waivers. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

    9. Entire Agreement; Severability. This Agreement constitutes the entire agreement between you and us concerning the Service. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us, or to your access to or use of the Service. Except as otherwise stated in the Section 11.1, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

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