Terms of Service

Convex Labs Atlas Subscription Agreement Terms and Conditions

By executing an Order Form (defined below), the customer identified on such Order Form (“Customer”) agrees to the following terms and conditions (“Terms and Conditions”), which together with the terms of the Order Form entered into between Customer and Convex Labs Inc. (“Convex Labs”) shall govern Customer’s access to and use of the Service (collectively, the“Agreement”).

Capitalized terms shall have the meaning given to them in Section 1 (Definitions) below or as otherwise defined in the Agreement. In addition, Customer agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new service(s) subsequently procured by the Customer from Convex Labs will be subject to this Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 

1. Definitions.

Bulk Format” means an instance where Customer accesses any information on the Service for more than ten thousand (10,000) parcels of real property per day.

Contact Credit” means a credit that a User can use to view a contact detail card on the Service. Each Contact Credit may be used to view one contact detail card on the Service for up to thirty (30) days.

Customer Data” means User Data and data or information submitted or made available by Customer to the Service.

Order Form” means the ordering document representing Customer’s subscription to the Service, which is executed by the parties and which specifies, among other things, the number of User subscriptions ordered, the subscription term, training and other services, and the applicable fees.

Service” means the online, web-based commercial services sales and workflowservice provided by Convex Labs via https://atlas.convexlabs.io or other designated websites together with associated offline components such as training and support services, in each case as identified on an Order Form executed by the parties.

User Data” means data or information submitted or made available by a User to the Service.

Users” means Customer’s employees or contractors authorized by Customer to use the Service that have been supplied user identifications and passwords by Customer (or by Convex Labs at Customer’s request).

2. The Service.

2.1 Provision of Service. Convex Labs shall provide the Service subject to the terms and conditions of this Agreement. This Agreement includes the Order Form, which is incorporated herein by reference. Convex Labs shall: (i) provide Customer with the authentication credentials Users will need to access the Service; (ii) provide telephone and online standard support to Customer in accordance with Section 2.2; and (iii) make the Service generally available as specified in the Order Form.

2.2 Support Policy and Terms. Convex Labs will provide technical support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of federal holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by calling (415) 915-4220 or any time by emailing support@convexlabs.io. Convex Labs will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.

3. Use of Service.

3.1 Users. Customer may grant access to the Service to only the number and type of Users specified on the Order Form and only for the subscription term applicable to such Users specified therein. Individual User subscriptions are for named Users and cannot be shared, transferred or used by more than one User.

3.2 Contact Credits. Customer’s subscription will include a certain number of Contact Credits for use on the Service, as set forth in an Order Form or as otherwise agreed in writing by the parties. While the Order Form or other written agreement may reflect Contact Credits per User, Customer’s total Contact Credits for each subscription term will be pooled and will be available for use by any User. Contact detail cards may not be viewed on the Service without a Contact Credit. In the event that the Users have used all of Customer’s Contact Credits for a given subscription term, Customer may purchase additional Contact Credit access at a specified fee as additional add-on package per user. Convex Labs may grant Customer a certain number of complimentary Contact Credits in the first subscription term in its sole discretion, as set forth in an Order Form or as otherwise agreed in writing by the parties. Convex Labs may decide, in its sole discretion, whether Customer will receive additional complimentary Contact Credits in the following subscription term(s) and how many such additional complimentary Contact Credits Customer will receive. At the end of each subscription term, any remaining Contract Credits will expire.

3.3 Customer Responsibilities. Customer is responsible for all activities that occur under User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) prevent unauthorized access to, or use of, the Service, and notify Convex Labs promptly of any such unauthorized use; and (iii) comply with all applicable laws in using the Service.

3.4 Use Restrictions. Customer shall use the Service solely for its internal business purposes in accordance with this Agreement. Customer shall not, and shall ensure Users do not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) use the Service or content found on the Service: (1) as a factor in establishing an individual’s eligibility for credit or insurance, (2) in connection with underwriting individual insurance, (3) in evaluating an individual for employment purposes, (4) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, (5) in any way that would cause the information to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or (6) in any other manner that would cause such use to be construed as a consumer report by any governmental authority.

3.5 Third-Party Providers. Certain third-party providers, some of which may be listed on pages within Convex Labs’ website, offer products and services related to the Service that work in conjunction with the Service, such as by exchanging data with the Service or by offering additional functionality within the user interface of the Service through use of application programming interfaces. Convex Labs does not warrant any such third-party provider or any of their products or services, whether or not such products or services are designated by Convex Labs as “certified,” “validated,” “supported” or otherwise. Convex Labs may terminate the links between any third party service and the Service at any time for any reason, including changes in interoperability requirements, policies or fees charged by such third party providers to Convex Labs or any Users. Any exchange of data or other interaction between Customer (or a User) and a third-party provider, and any purchase or use by Customer (or a User) of any product or service offered by such third-party provider, is solely between Customer (or such User) and such third-party provider, and Convex Labs will have no liability or obligation with respect to such exchange or interaction.

3.6 Customer Logo. Convex Labs may use Customer’s name and logo in Convex Labs’ lists of customers provided that such use will comply with Customer’s standard trademark guidelines provided by Customer to Convex Labs.

4. Fees & Payment.

4.1 Fees. Customer shall pay the fees for the Service as specified in the Order Form and otherwise in accordance with this Agreement. If Customer’s account is fifteen (15) days or more overdue, Convex Labs may suspend the Service until such amounts are paid.

4.2 Taxes. Convex Labs’ fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Convex Labs’ income. If Convex Labs has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Convex Labs with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Subscription Renewal and Cancellation. Customer agrees that each subscription term will automatically renew at the subscription period renewal frequency and cost referenced on the applicable Order Form or otherwise agreed by the parties (including via email or similar means), if any, and Convex Labs may automatically charge Customer’s payment method at the start of each such renewal period for the applicable fees and taxes for that period, unless the Services subscription is terminated in accordance with this Agreement. To avoid future subscription charges, Customer must cancel its subscription plan that is subject to renewal by the cancellation deadline stated in the applicable Order Form or otherwise agreed by the parties (including via email or other means), or if not so designated, then 30 days before the subscription period renewal date, by doing the following:please email our Support line (support@convexlabs.io) or call our Support team (+1 (408) 692-0852). Convex Labs reserves the right to elect not to renew any or all of Customer’s subscription plans prior to the start of a new subscription period by providing written notice to Customer. Customer agrees that it is obligated to pay the fees for the entire subscription term even if the billing for such term is periodic (e.g., quarterly payments for an annual subscription term). Subscription fees and any other fees hereunder are non-cancelable and non-refundable and there are no credits for partially used periods.

6. Proprietary Rights.

6.1 Convex Labs Technology. The Service includes (i) the Convex Labs name, the Convex Labs logo, the www.convexlabs.io domain name, the product and service names associated with the Service, including “Atlas”, and other trademarks and service marks; (ii) audio and visual information, documents, software and other content and works of authorship, including training materials; and (iii) other technology, including graphical user interfaces, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “Convex Labs Technology”) Convex Labs and its licensors and suppliers own all right, title and interest in the Service and the Convex Labs Technology. Other than as expressly set forth Section 6.2 below, no license or other rights in or to the Convex Labs Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Convex Labs.

6.2 License Grant. Convex Labs grants Customer, during the term of this Agreement, a worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicenseable right to access and use the Service solely for its internal business purposes, and to permit the number and type of Users specified on an Order Form the right to access and use the Service during the terms of the applicable User subscriptions, in each case solely in accordance with the terms of this Agreement.

6.3 License Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Service or Convex Labs Technology; (ii) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on Customer’s own intranets; or (iii) disassemble, reverse engineer, or decompile the Service or Convex Labs Technology, (iv) reproduce, distribute, perform or display the Service or Convex Labs Technology or any derivatives thereof for or to any third-parties, (v) use the Service or Convex Labs Technology or any derivative thereof for any illegal purpose, (vi) alter or remove Convex Labs’ or its licensors’ names, trademarks, copyright notices, disclaimers or other restrictive legends on the Services or Convex Labs Technology, and shall include such named and all such trademarks, copyright notices, disclaimers and other restrictive legends on all derivatives created from any of the Service or Convex Labs Technology, (vii) access, disclose, deliver, disseminate, reproduce or distribute in a Bulk Format, or (viii) access the Service in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Service, or (C) copy any ideas, features, functions or graphics of the Service.

6.4 Customer Data. Convex Labs may access, reproduce, and use Customer’s User accounts, including Customer Data and User Data associated therewith, to respond to service or technical problems, at Customer’s or the applicable User’s request, or otherwise in connection with the Service. Customer shall destroy and cease all use of User Data upon the request of the applicable User. Customer warrants that it has obtained all consents and necessary authorizations to provide the Customer Data and permit use of the Customer Data in accordance with this Agreement. Convex Labs will terminate all access to User Data via the Service upon the request of the applicable User. Notwithstanding the foregoing or any other provision of this Agreement, Convex Labs may use the Customer Data and data generated from the use of the Service during and after the term of this Agreement to run analytics and to otherwise improve the Company’s services, and may disclose aggregated, de-identified data which is derived from such data.

6.5 Suggestions. Customer hereby grants to Convex Labs a royalty-free, worldwide, irrevocable, perpetual, sublicensable, transferable license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the operation of the Service.

7. Confidentiality.

7.1 Definition of Confidential Information. The term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in the Order Form), the Customer Data, the Service, the Convex Labs Technology, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.3 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.

8. Warranties & Disclaimers.

8.1 CONVEX LABS AND ITS LICENSORS AND SUPPLIERS FURNISH THE SERVICE “AS IS.” CONVEX LABS, ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY, REPRESENTATION, PROMISE, OR GUARANTEE, EXPRESS OR IMPLIED, REGARDING THE QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OF THE SERVICE.

8.2 THE SERVICE MAY CONTAIN DATA RECEIVED FROM THIRD PARTIES (“THIRD PARTY DATA”), INCLUDING, BUT NOT LIMITED TO, LOCAL GOVERNMENTS. CUSTOMER RECOGNIZES THAT CONVEX LABS, ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE FOR ANY INACCURACIES OR OMISSIONS IN THE THIRD PARTY DATA, AND UNDERSTANDS THAT FACTUAL ERRORS IN THE THIRD PARTY DATA SHOULD BE CORRECTED BY CONTACTING THE APPLICABLE THIRD PARTY AUTHORITY. CUSTOMER FURTHER UNDERSTANDS THAT CONVEX LABS, ITS LICENSORS AND SUPPLIERS HAVE NO AUTHORITY AND NO ABILITY TO CORRECT SUCH ERRORS OR OMISSIONS ITSELF. NO CHANGES CAN APPEAR IN THE THIRD PARTY DATA UNLESS AND UNTIL THE APPLICABLE THIRD PARTY AUTHORITY MAKES THEM. CUSTOMER AGREES TO RELEASE AND HOLD HARMLESS ALL GOVERNMENTAL AUTHORITIES FROM ANY INACCURATE DATA SUPPLIED BY THEM FOR INCLUSION IN THE SERVICE.

8.3 CUSTOMER ASSUMES ALL RISK AND LIABILITY ARISING FROM THE INTERPRETATION OR USE OF THE SERVICE, ANY DERIVATIVES THEREOF OR ANY DATA PROVIDED TO CUSTOMER BY CONVEX LABS, ITS LICENSORS OR SUPPLIERS. THERE ARE MANY REASONS FOR FAILING INSPECTIONS AND DATA ON FAILURE RATES IS NOT NECESSARILY A RELIABLE INDICATOR OF ANY CONTRACTOR’S QUALIFICATIONS OR ABILITY.

8.4 CONVEX LABS AND ITS LICENSORS AND SUPPLIERS OFFER NO ASSURANCE OF UNINTERRUPTED OR ERROR-FREE SERVICE. CONVEX LABS AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED ON, WITH OR WITHIN THE SERVICE, AND ANY OF THESE MAY CHANGE AT ANY TIME WITHOUT NOTICE.

8.5 CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR COMPLYING WITH, AND AGREES THAT ITS USE OF THE SERVICE, ANY DERIVATIVES THEREOF AND ANY DATA PROVIDED TO IT BY CONVEX LABS, ITS LICENSORS OR SUPPLIERS WILL COMPLY WITH ALL APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL LAWS, REGULATIONS AND ORDINANCES, INCLUDING, WITHOUT LIMITATION THE Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) THE UNITED STATES FREEDOM OF INFORMATION ACT, ALL PRIVACY RELATED LAWS AND REGULATIONS AND ALL FREEDOM OF INFORMATION, OPEN RECORDS, SUNSHINE AND OTHER SIMILAR LAWS AND REGULATIONS (COLLECTIVELY, THE “APPLICABLE LAWS.”) CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT In NO EVENT SHALL CONVEX LABS, ITS LICENSORS OR SUPPLIERS BE LIABLE OR RESPONSIBLE FOR CUSTOMER’S FAILURE TO COMPLY WITH ANY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT CERTAIN RESTRICTIONS APPLY TO THE USE OF DATA OBTAINED FROM FEDERAL, STATE AND LOCAL GOVERNMENTS AND AGENCIES AND CUSTOMER AGREES TO COMPLY WITH SUCH RESTRICTIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT CONVEX LABS’ AND ITS LICENSORS’ AND SUPPLIERS’ DATA RELATES SOLELY TO REAL PROPERTY, DOES NOT RELATE TO ANY INDIVIDUAL CONSUMER, AND THAT CUSTOMER CANNOT IDENTIFY ANY CONSUMER BASED ON A SEARCH OF SAAS PROVIDER’S DATABASE.

9. Indemnification.

9.1 Indemnification by Convex Labs. Subject to this Agreement, Convex Labs shall at its expense defend Customer and its officers, directors and employees (“Customer Indemnified Parties”) against any claim made or brought against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer hereunder infringes the intellectual property rights of a third party (each, a “Customer Claim”), and shall pay any damages finally awarded by a court or agreed to by Convex Labs in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly gives written notice of the Customer Claim to Convex Labs; (b) gives Convex Labs sole control of the defense and settlement of the Customer Claim (provided that Convex Labs may not agree to any settlement that imposes any liability or obligation on Customer); and (c) provides to Convex Labs, at Convex Labs’ cost, all reasonable assistance. Convex Labs shall have no obligation under this Section 9.1 or otherwise regarding claims that arise from or relate to (i) Customer’s use of the Service other than as contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than Convex Labs, (iii) any combination of the Service with services or technologies not provided by Convex Labs, or (iv) Customer’s use of the Service or portion thereof after Convex Labs has terminated this Agreement or such portion of the Service in accordance with this Section 9.1. If in Convex Labs’ opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause Convex Labs liability, Convex Labs may in its discretion (x) obtain a license to enable Customer to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated Service to be provided after the termination date.

9.2 Indemnification by Customer. Subject to this Agreement, Customer shall at its expense defend Convex Labs and its officers, directors and employees (“Convex Labs Indemnified Parties”) against any claims made or brought against any Convex Labs Indemnified Party arising from or related to Customer’s use of the Service (each, a “Convex Labs Claim”) and shall pay any damages finally awarded by a court or agreed to by Customer in a settlement with respect to such Convex Labs Claim; provided, that Convex Labs (a) promptly gives written notice of the Convex Labs Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Convex Labs Claim (provided that Customer may not agree to any settlement that imposes any liability or obligation on Convex Labs); and (c) provides to Customer, at Customer’s cost, reasonable assistance in connection therewith.

10. Limitation of Liability.

10.1 Limitation of Liability. IN NO EVENT SHALL CONVEX LABS’ OR ITS LICENSORS’ OR SUPPLIERS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO CONVEX LABS HEREUNDER IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

10.2 Exclusion of Consequential and Related Damages. EXCEPT FOR DAMAGES ARISING FROM A PARTY’S BREACH OF SECTION 7, OR CUSTOMER’S BREACH OF SECTIONS 3.3 OR 6.1 THROUGH 6.3, IN NO EVENT SHALL CONVEX LABS, ITS LICENSORS OR SUPPLIERS OR CUSTOMER HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11. Term & Termination.

11.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated or until otherwise terminated in accordance with this Section 11.

11.2 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed or stayed within sixty (60) days. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Convex Labs prior to the effective date of termination.

11.3 Customer Data. Upon expiration or termination of this Agreement (or of the applicable User subscription), Convex Labs shall have no obligation to maintain or provide any Customer Data (or the applicable User Data) and shall thereafter, unless legally prohibited, delete all Customer Data (or the applicable User Data) in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing or any other provision of this Agreement, Convex Labs may use in perpetuity any aggregated, de-identified data which is derived from Customer Data but does not identify Customer or any specific User, and may use in perpetuity any residual know-how gained from the Customer Data.

11.4 Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5, 6 (excluding Section 6.2), 7, 8, 9, 10, 11 and 12.

12. General Provisions.

12.1 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Convex Labs’ licensors and suppliers are intended third-party beneficiaries to this Agreement.

12.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to Convex Labs shall be addressed to the attention of its Chief Operating Officer, with a copy to its Chief Executive Officer. Notices to Customer are to be addressed to the individual identified in the Order Form.

12.3 Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall 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 shall remain in effect.

12.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.5 Governing Law. This Agreement shall be governed by the laws of California. The state and federal courts located in San Francisco, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts provided that nothing in this Section 12.5 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.

12.6 Entire Agreement. This Agreement, including the Order Form, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted; provided, that Convex Labs shall have the right to modify these Terms and Conditions from time to time in its reasonable discretion without the approval of Customer or any User. In the event of any conflict between the provisions in the main body of this Agreement and the Order Form the terms of the main body of this Agreement shall prevail to the extent of such conflict. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void.

12.7 Counterparts. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.

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