Last updated February 14, 2023.
These Commercial Terms of Service (”Commercial Terms”) set forth the agreement between the organization, business, or other legal entity for which you act (“Customer,” “you,” or “your”) and Golden Recursion Inc. (doing business as Golden) (“Company,” “we,” “our,” or “us”) that governs your rights to access Commercial Services (as defined below). This agreement is effective as of the date that you sign up for the Commercial Services online or submit an Order Form that references these Commercial Terms (the “Effective Date”).
By accepting these Commercial Terms, either by executing an Order Form or other document that references these Commercial Terms, by using (or making any payment for) the Commercial Services, or by otherwise indicating your acceptance of these Commercial Terms, you represent and warrant that you have the authority to bind Customer to this agreement. If you do not have such authority, or if you do not agree with these Commercial Terms, you must not accept this agreement and may not use the Commercial Services.
An Order Form may comprise any ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the parties which sets forth any additional terms for your access to the Commercial Services, including any relevant pricing. Multiple Order Forms may be entered into by the same Customer.
In addition to these Commercial Terms, your use of our Website and any Service we may offer is subject to the Terms of Service, which are incorporated here by reference. Any capitalized terms that are not defined here, have the meaning defined in the Terms of Service.
We may amend these Commercial Terms from time to time, in which case the new Commercial Terms will supersede prior versions. Your continued use of the Commercial Services following the effective date of any such amendment will signify your consent to any such amendment.
Description of Commercial Services. In addition to the services that are available to all users of our Website, the Company may provide you some or all of the following services (”Commercial Services”) in exchange for your agreement to these Commercial Terms and the payment of all subscription fees, as more specifically described in the relevant Order Form:
Enhanced Account Features
• Private organization: create a private organization profile on our platform and enrich our data with your private data, which will not be accessible to other customers.
• Multiple organizations support: manage data for multiple entities from a single account.
• Organizational dashboard: access a centralized dashboard, allowing your organization’s users to collaborate and share data easily.
• Permissions control: take advantage of permission controls, allowing you to fine-tune access to data and features for your organization’s users.
• Organization size: scale your research and data management as needed, without limitations on the maximum number of paid users for your organization.
• Subdomain: customize the URL for your organization’s access to our Website to match your brand.
Enhanced Research Features
• Save queries: save your queries for future use, making it easy to quickly access and run the same queries again.
• Alerts for saved queries: set up alerts for your saved queries, so you are notified when new data becomes available that matches your query criteria, or when data is deleted or updated so it no longer meets your query criteria.
• Export query outputs: export the results of your queries in a number of available common formats, including CSV, for further analysis and manipulation.
• Prioritized Data Requests: submit data requests and receive priority attention from our team of experts.
• SLAs on Data Requests: our team of experts is committed to meeting Service Level Agreements on data requests, ensuring that you receive their results in a timely manner.
Enhanced Customer Service Features
• Payment by invoice: pay for our Commercial Services by invoice, making it easy to manage billing and payments.
• Customer success manager: get access to a customer success manager, ensuring that you receive the support and guidance you need to succeed with our product.
• Priority support: receive priority support, ensuring that your needs are met in a timely manner.
• Data Request via API: access data via an API, allowing you to automate your data collection and analysis processes.
• Enrichment API: make use of our enrichment API, allowing you to enhance your data with additional information.
• Discovery API: make use of our discovery API, allowing you to find and access new data sources.
Subscription and Term. You may subscribe to Commercial Services by executing an Order Form. Unless otherwise specified, all Order Forms shall be governed by these Commercial Terms. In the event of a conflict between these Commercial Terms and an Order Form, the Order Form shall control. The Commercial Services are licensed pursuant on a subscription basis. Your subscription will be for the term agreed to in the applicable Order Form. Unless otherwise provided for in an Order Form, each Order Form shall automatically renew for a period equal in duration to the then expiring subscription term unless either party notifies the other in writing of its intent not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current subscription term.
Provision of the Commercial Services. The method and means of providing the Commercial Services shall be under the exclusive control, management, and supervision of the Company. We will comply with all laws applicable to the Company’s role as a software-as-a-service provider. We will use commercially reasonable efforts to make the Commercial Services available in accordance with any service level terms, as may be agreed with you in the Order Form. We may modify or update the Commercial Services from time to time in the Company’s sole discretion.
Access to the Commercial Services. Subject to your payment of all fees due under these Commercial Terms, including any Order Forms, and your compliance with this agreement, we grant to you a worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of your subscription to use the Commercial Services in accordance with these Commercial Terms (including any Order Forms) and the Terms of Service, and solely in connection with your internal business operations. As Customer, you may authorize individuals to use the Commercial Services on your behalf (”Authorized Users”), so long as (i) each Authorized User uses a unique identity to access and use the Commercial Services, and (ii) you remain responsible for Authorized Users’ compliance with these Commercial Terms.
Support. Subject to your compliance with this agreement, including payment of all fees due, we will provide you with prompt technical support during U.S. business hours. You may initiate a help desk ticket by emailing email@example.com or by contacting your Customer Success Manager.
Subcontractors. We may use subcontractors or other third parties to perform our obligations under these Commercial Terms. We will remain responsible for all such obligations.
APIs. We may offer one or more application programming interfaces that provide additional ways to access and use the Service (“APIs“). Such APIs are considered a part of the Commercial Services, and your use of the APIs is subject to these Commercial Terms. Further, your use of the APIs is subject to our then-current API Reference Documentation, as may be updated by us in our sole discretion from time to time. In the event of a conflict between these Commercial Terms and the API Reference Documentation, the API Reference Documentation shall control. We reserve the right at any time to modify or discontinue your access to the APIs with or without notice. The APIs are subject to changes and modifications, and you are solely responsible to ensure that your use of the APIs is compatible with the current version.
Use Restrictions. Except as expressly permitted in these Commercial Terms, Customer will not, and will not permit or authorize third parties to:
• license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Commercial Services;
• use the Commercial Services in a way that would violate Terms of Service, including Content Standards, or these Commercial Terms;
• circumvent or disable any security or other technological features of the Commercial Services;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Commercial Services (except to the extent this restriction is prohibited by applicable law);
• modify, translate, or create derivative works based on the Commercial Services, other than in accordance with any licenses granted in Terms of Service or these Commercial Terms;
• use the Commercial Services in a manner that violates or attempts to circumvent applicable law;
• use the Commercial Services in a manner that infringes any third parties’ Intellectual Property Rights;
• use the Commercial Services to share or transmit any content that is offensive, harassing, libelous, abusive, threatening, or harmful;
• upload or introduce to, or use the Commercial Services to distribute, any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Commercial Services;
• perform or attempt to perform any actions that would interfere with the proper working of the Commercial Services, prevent access to or use of the Commercial Services by Company’s other customers;
• access or use the Commercial Services to develop or sell a competing product or service;
• access or use the Commercial Services for purposes that compete with Company;
• use Commercial Services to store or transmit personal health information (as defined under the Health Insurance Portability and Accountability Act of 1996) or cardholder data (as defined under the Payment Card Industry’s Data Security Standards);
• access or use the Commercial Services in any manner designed to circumvent the unique identity requirement for Authorized Users;
• access or use the Commercial Services in any manner that temporarily and superficially reduces the number of Authorized Users in order to circumvent any subscription limitations; or
• access or use the Commercial Services from any country or region subject to a comprehensive U.S. embargo.
Customer Responsibilities. You are responsible for all actions and inactions by your Authorized Users or by any third party that you or any of your Authorized Users permits to access or use the Commercial Services, as if such action or inaction were your action or inaction.
You are responsible for maintaining control over your account, including the confidentiality of any login credentials, and you are responsible for all activities that occur on or through your account and your Authorized Users’ accounts. You will not, and will not permit your Authorized Users to, share account credentials, or use them in multiple locations at the same time.
You will provide accurate, current and complete information required to enable your Authorized Users to access and use Commercial Services and will maintain the accuracy of such information during the term of the subscription and for one (1) year following termination of any Order Form or this Agreement.
You acknowledge that you are solely responsible for maintaining your configurations of the Commercial Services, including any sharing and permission settings.
Customer Content. Customer Content means any content stored by you or on your behalf that is made accessible only to you, using means provided by our Service (for example, content entered into ‘custom fields’ and ‘custom topics’). Customer Content does not include Account Information or any User-Generated Content, as defined under the Terms of Service. You and your licensors retain all right, title, interest and ownership of the Customer Content, including all related intellectual property rights. You hereby grant to us a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable (to our third-party service providers) license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Content in connection with provision of the Commercial Services to you. At any time during the term of your subscription, you may export Customer Content in an industry-standard format then-supported by the Commercial Services.
You are responsible for entering Customer Content only in the specially designated fields. Customer Content entered into any field designed for submission of User-Generated Content will be made available to any user of our Website.
Feedback. If you provide feedback, comments, or suggestions concerning the Commercial Services (collectively, “Feedback”), you hereby assign to us all right, title, and interest in and to the Feedback, and agree that we are free to use the Feedback without payment, attribution, or restriction.
Usage Data. Usage Data means information relating to the provision, use and performance of various aspects of the Commercial Services and related systems and technologies (including information concerning Customer’s and Authorized Users’ use of the various features and functionality of the Commercial Services and analytics and derived statistical data). We may (i) collect, analyze and otherwise process Usage Data internally for our business purposes, including for the purposes of security and analytics, to improve and enhance the Commercial Services, or for other development, diagnostic and corrective purposes in connection with the Commercial Services or other Company products or services, and (ii) disclose Usage Data only in an aggregated and de-identified form in connection with our business.
Ownership by Company. As stated in our Terms of Service, we and our licensors retain all intellectual property rights in connection with the Platform, including the Commercial Services (the “Company IP”). You do not have any rights in or to the Company IP except to the extent any such rights are explicitly licensed in these Commercial Terms or the Terms of Service.
“Confidential Information” means information that either party (as “Discloser”) discloses to the other party (as “Recipient”) under this agreement, and that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. Confidential Information does not include information that Recipient can document: (1) is independently developed by Recipient without reference to any of Discloser’s information; (2) is rightfully given to Recipient by a third party without violating any confidentiality obligations; or (3) becomes public through no fault of Recipient. Our Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Commercial Services, the Platform, APIs, and other Company products or services.
Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, and will not use (except as expressly permitted in these Commercial Terms) or divulge to any third party any Confidential Information. Notwithstanding any provision of these Commercial Terms, Recipient may disclose Discloser’s Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law, in which case, to the extent permitted by applicable law, Recipient will (A) provide Discloser with prior written notification thereof, (B) provide Discloser with the opportunity to contest such disclosure, and (C) use its reasonable efforts to minimize such disclosure. Recipient is responsible and liable for its employees’ and representatives’ compliance with these confidentiality obligations, as if their actions or inactions were an action or inaction of Recipient. The foregoing will not apply with respect to any Confidential Information five years after the disclosure thereof (or, with respect to trade secrets, once such Confidential Information no longer constitutes a trade secret under applicable law).
Security. We will maintain appropriate administrative, physical, and technical safeguards for protection of confidentiality, integrity and availability of Customer Content.
Responsibility for Systems. Each party shall retain sole responsibility for such party’s information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or through the use of third-party services.
Back-up. You agree and acknowledge that we are not a provider of data back-up or archiving services. As between you and us, you are solely responsible for backing up and archiving of all Customer Content and any other information, data, or materials made available through the Commercial Services that you may wish, and have the rights, to retain.
Subscription Plan. The Commercial Services may be offered on a seated or API-access basis, as agreed between the parties and identified on the Order Form (a “Subscription Plan”). We may modify, terminate, or replace the Commercial Services or any Subscription Plan from time to time in our sole discretion and without prior notice. You should carefully review the scope and limitations of any Subscription Plan prior to signing an Order Form.
Subscription Fees. As consideration for provision of the Commercial Services, you agree to pay to us all subscription fees and other amounts set forth in the Order Form. By providing a payment method, you are expressly authorizing us to charge you the subscription fees and other amounts applicable to your Subscription Plan at the agreed-upon frequency. Subscription fees are due and payable upon the commencement of the applicable subscription term.
Your use of the Commercial Services is subject to the rights and limitations in the applicable Subscription Plan. If you or your Authorized Users exceed the usage permitted by your Subscription Plan, additional charges may apply.
Renewal Fees. Unless otherwise specified in an Order Form, the subscription fees applicable to any renewal subscription term shall be Company’s standard subscription fees for the applicable Subscription Plan in effect at the time such subsequent subscription term commences.
No Downgrades. You may not downgrade your Subscription Plan or reduce the number of Authorized Users during any subscription term. If you would like to downgrade your Subscription Plan or reduce the number of Authorized Users under any Subscription Plan for a subsequent subscription term, you must provide us with thirty (30) days’ written notice prior to the end of your then-current subscription term. Downgrading your Subscription Plan may cause loss of content, features, or capacity of the Commercial Services and we are not responsible for such loss.
No Cancellations on Refunds. Except in the case of uncured material breach of these Commercial Terms by Company, all subscriptions are non-cancelable and any subscription fees and other amounts applicable to your Subscription Plan are non-refundable.
Invoicing and Payment. Unless specified otherwise in an Order Form, subscription fees and other amounts set forth in the Order Form shall be due and payable in full at the time of purchase. In the case of non-payment or delinquent payment of any amounts due under the terms of these Commercial Terms, including any applicable Order Forms, we may, at our sole discretion: (i) suspend your access to the Commercial Services; (ii) terminate this agreement or the applicable Order Form; or, (iii) continue to provide the Commercial Services, for a period solely determined by us, in anticipation of full and prompt payment by you, without waiving any of our rights. Any amount which is unpaid when due shall be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate. We shall be entitled to reimbursement for any costs associated with the collection of any past-due balance.
Taxes. You are responsible for paying all taxes assessed in connection with your subscription. All stated fees are exclusive of any taxes, additional fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges (collectively, “Taxes”). We will invoice you for such Taxes if we believe we have a legal obligation to do so, unless you present an exemption certificate acceptable to the taxing authorities. You will not be liable for taxes imposed on our Company based on the Company’s income.
Mutual Warranties. Each party represents and warrants to the other that: (1) the agreement comprising these Commercial Terms has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this agreement by the executing party; and (3) the execution, delivery, and performance of this agreement by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound.
Customer Warranties. You represent and warrant to us that: (1) you have the necessary and appropriate rights and consents to validly authorize and permit us to use and otherwise process the Customer Content in accordance with these Commercial Terms, and such use by us of Customer Content does not and will not infringe or violate any third-party right, including any intellectual property or privacy rights; and (2) you will use the Commercial Services in compliance any applicable law.
Disclaimer. We make no other express or implied warranties with respect to the Commercial Services or otherwise, and specifically disclaim all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. THE COMMERCIAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” We do not warrant that the Commercial Services will satisfy your requirements, are without defect or error, or that the operation of the Commercial Services will be uninterrupted or secure.
Exclusion of Damages. NEITHER COMPANY NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF COMPANY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. WITHOUT LIMITING THE ABOVE, WE WILL NOT BE LIABLE FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CONTENT OR OTHER INFORMATION, DATA, OR MATERIALS ACCESS THROUGH OR IN CONNECTION WITH THE COMMERCIAL SERVICES.
Damages Cap. COMPANY'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY COMPANY TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 (LIMITATIONS OF LIABILITY) WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This section (Limitations of Liability) will apply to Customer solely to the extent not prohibited by applicable law.
Attorneys’ Fees. If any legal action or other proceeding is brought to enforce the provisions of this agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.
Injunctive Relief. If either party breaches any provisions of the Use of the Commercial Services or the Confidentiality Sections of these Commercial Terms, the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
Indemnification by Company. Company shall (i) defend or (at its option) settle, any claim brought against Customer by a third party alleging that the Commercial Services as provided under these Commercial Terms infringe any third party intellectual property right (a “Claim”) and (ii) indemnify Customer against damages and costs finally awarded against and payable by Customer in any such Claim. If the Commercial Services are held to infringe (or if Company reasonably believes the Commercial Services will be held to infringe) any third-party intellectual property rights, Company may, at its option and expense: (1) modify the Commercial Services to make it non-infringing; (2) obtain a license that permits Customer to continue using the Commercial Services; or (3) replace the Commercial Services with non-infringing substitutes provided that such substitutes do not entail a material reduction in the overall functionality of the Commercial Services. If none of the foregoing are commercially reasonable, in Company’s discretion, Company may terminate this agreement and issue to Customer a pro rata refund of subscription fees for Commercial Services not provided. This Section states Company’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement of any third-party intellectual property rights arising from Customer’s use of the Commercial Services.
Exceptions. Company will have no liability to Customer under the preceding paragraph (Indemnification by Company) to the extent a Claim arises out of (1) any breach of Customer’s obligations under these Commercial Terms; (2) Customer’s continued use of the allegedly infringing portion of the Commercial Services after: (a) being notified thereof; or (b) being provided, at no additional charge, modifications that would have avoided the alleged infringement without materially reducing the overall functionality of the Service; (3) Customer’s use of the Commercial Services in combination with other products, services, data, or processes not recommended or provided by Company, where the alleged infringement would not have occurred in the absence of such use; (4) designs, requirements, or specifications required by or provided by Customer; (5) Customer’s use of the Commercial Services in breach of these Commercial Terms or outside the scope of Customer’s Subscription Plan; (6) any modification of the Commercial Services not made or authorized in writing by Company, where the alleged infringement would not have occurred in the absence of such modification; or (7) Customer’s use of the Commercial Services where there has been no charges or fees, including where Customer is using any Beta Service.
Indemnification by Customer. Customer will defend and indemnify Company from and against any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys' fees) arising out of or relating to (1) Customer’s use of Commercial Services in a manner that infringes the intellectual property rights of any third party (excluding any claim for which Company is responsible under the above Indemnification by Company provision); (2) violation of law or privacy rights attributable to Customer Content; (3) Company’s processing of Customer Content, except to the extent Company’s processing is in breach of these Commercial Terms; and (4) any other claim relating to any Customer Content.
Indemnification Procedure. Each party’s obligations under this Indemnification Section shall be valid only if the party requesting indemnification:
(a) gives notice to the indemnifying party of any claim promptly upon becoming aware of the same;
(b) gives the indemnifying party the sole control of the defense and settlement of any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying party; and
(c) provides to the indemnifying party such assistance as it shall reasonably require in respect of the conduct of the said defense.
Settlement. Neither party may settle a claim that results in liability or admission of liability by the indemnified party without the indemnified party’s written consent.
Term of Agreement. This Agreement shall begin on the Effective Date and shall continue for so long as Customer maintains an active subscription to the Commercial Services or the agreement is otherwise terminated in accordance with these Commercial Terms.
Effect of Termination. Termination of this agreement will automatically terminate all active Order Forms, but termination of a single Order Form will not result in termination of this agreement or any other Order Forms. Upon the termination of this agreement, or an Order Form, all rights and licenses granted by Company to Customer under these Commercial Terms or the applicable Order Form will terminate. Either party’s termination of this agreement is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this agreement in accordance with its terms.
Termination. This agreement and any Order Form may be terminated by either party upon notice if the other party (i) breaches any material term of these Commercial Terms and fails to remedy the breach within thirty (30) days after being given notice thereof, or (ii) ceases to function as a going concern or to conduct operations in the normal course of business, or (iii) has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing. Termination is not an exclusive remedy for breach of these Commercial Terms by either party. Unless otherwise specified in these Commercial Terms, all other remedies will be available to the non-breaching party whether or not the non-breaching party terminates this agreement for breach by the other party.
Post-Termination Obligations; Customer Content Retrieval. Upon any termination of this agreement, Company will make all Customer Content available to Customer for electronic retrieval for a period of thirty (30) days. After such period, Company may delete all Customer Content and Company will have no obligation to Customer to continue storing such Customer Content. If Customer terminates this agreement for Company’s uncured material breach, Company will issue to Customer a pro rata refund of Subscription Fees for Commercial Services not provided. If this Agreement is terminated for any other reason, within ten (10) days after such termination, Customer will pay Company all remaining subscription fees owed through the end of the subscription term under any terminated Order Forms.
Access. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services that we make available to you that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as “beta,” “early access,” “preview,” “pilot,” or similar designation (each, a “Beta Service”).
Beta Terms. You must comply with all terms related to any Beta Service that we post on our website or provides to you. We may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. Any Service Level Agreements do not apply to Beta Services.
Beta Feedback. You may provide us with feedback relating to the Beta Services. We will own and may use and evaluate all feedback for our own purposes.
Termination and Suspension of Beta. We may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination from us.
Disclaimer. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, COMPANY PROVIDES BETA SERVICES “AS IS” AND “AS AVAILABLE.” COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Free Trials. If you register for a free trial, we will make the Commercial Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any subscription; or (c) termination of the trial by us. Free trials are for evaluation purposes only. We may terminate your free trial at any time in our sole discretion.
All matters relating to these Commercial Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provi
sion or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Commercial Terms shall be instituted exclusively in the state and federal courts located in San Francisco, California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE COMMERCIAL TERMS OR OUR SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No waiver by the Company of any term or condition set forth in these Commercial Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Commercial Terms shall not constitute a waiver of such right or provision.
If any provision of these Commercial Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent, such that the remaining provisions of the Commercial Terms will continue in full force and effect.
You may not assign this agreement without our prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, either party may assign this agreement to an affiliate (meaning, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise) or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this agreement relates; provided that, in Customer’s case, Customer will be required to complete Company’s assignment process. This agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.
If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Commercial Services is a “Commercial Product” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Services are licensed to You with only those rights as provided under the terms and conditions of there Commercial Terms.
Sections 3-10; 11 (except Indemnification by Company provision); 12; the Disclaimer provision of 13-20, all associated definitions, and all accrued rights to payment shall survive after termination or expiration of this agreement.