Terms and Conditions
Last updated: May 18, 2022
Yabble Inc Master Subscription Agreement
THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF YABBLE SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH IN SECTION 1 OF THIS AGREEMENT.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Yabble’s direct competitors are prohibited from accessing the Services, except with Yabble’s prior written consent.
This Agreement was last updated on 18 May, 2022. It is effective between Customer and Yabble as of the date of Customer’s accepting this Agreement.
Additional terms and details specific to each transaction (e.g., pricing or functionality of the Application) will be specified in an Order Form (as defined below). The parties agree as follows:
1.1 “Agreement” means this Master Subscription Agreement and any exhibits, schedules, amendment, addendums, or appendices hereto and documents incorporated herein, and any Order Forms.
1.2 “Application” means Yabble’s software-as-a-service platform and any related applications; in each case, as identified in the applicable Order Form. The Application includes all names, marks, logos, software, images, and other content Yabble makes available through its software-as-a-service platform and related applications (including the collection, design, production, selection, and arrangement thereof); and all Intellectual Property Rights arising out of or related to the foregoing.
1.3 “Authorized User” means employees and contractors of Customer and employees and contractors of any Customer affiliates; in each case, for whom Customer has paid all applicable fees to permit them to access and use the Application.
1.4 “Company” means Yabble Inc, employer identification number 88-1665895 having its registered office in Playa Vista, California, USA.
1.5 “Confidential Information” means any information that either party (“Discloser”) discloses to the other party (“Recipient”) during the term of this Agreement that is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information does not include information that Recipient can document (a) is independently developed by Recipient; (b) is rightfully given to Recipient by a third party without confidentiality obligations; or (c) becomes public through no fault of Recipient. Yabble’s Confidential Information includes non-public information regarding features, functionality, and performance of the Application; and Usage Data. Customer’s Confidential Information includes the Customer Data.
1.6 “Customer” means the organization, company, or other legal entity specifically identified as the “Customer” in the applicable Order Form or, if no such entity is specified, the organization, company, or other legal entity for which the individual indicating agreement to this Master Subscription Agreement acts.
1.7 “Customer Data” means any data that is uploaded to the Application by Customer or its Authorized Users, or created by Customer or its Authorized Users using the Application.
1.8 “Effective Date” means the effective date of the first Order Form entered into between the parties.
1.9 “Intellectual Property Rights” means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.
1.10 “Order Form” means an ordering document (e.g., purchase order, statement of work, order form, etc.), or online order specifying the details of the Application or Services to be provided hereunder that is mutually agreed to between Customer and Yabble, including any addenda and supplements thereto.
1.11 “Order Form Term” means the term of an Order Form, as specified in the applicable Order Form.
1.12 “Personal Data” means includes “personal data,” “personal information,” and “personally identifiable information,” and such terms shall have the same meaning as defined by CCPA, GDPR or other applicable U.S. law.
1.13 “Services” means the products, services, technology and access to the Application, subscription and related support services described in this Agreement, and any configuration, customization, or consulting services specified in an Order Form or otherwise made available by Yabble to Customer.
1.14 “Usage Data” means data relating to use of the Application that is aggregated in such a way that it is not associated with Customer
1.15 “Yabble” means the Company.
2. ACCESS TO APPLICATION
2.1 Order Forms. Each Order Form is subject to, and hereby incorporated into, this Agreement. If there is a conflict between this Agreement and an Order Form, this Agreement will control unless the Order Form states that a specific provision of this Agreement will be superseded by a specific provision of the Order Form.
2.2 Access to the Application. Subject to Customer’s payment of all Fees and compliance with this Agreement, Yabble hereby grants to Customer a non-exclusive, non-sublicensable, and non-transferable right during the applicable Order Form Term to access and use the Application by and through its Authorized Users, solely in connection with Customer’s internal business purposes and in accordance with any scope limitations identified in the applicable Order Form.
2.3 Support. Subject to Customer’s payment of all Fees and compliance with this Agreement, Yabble will use commercially reasonable efforts to provide technical support to Customer via email, during normal business hours, with the exclusion of U.S. federal holidays.
2.4 Subcontractors. Yabble may use subcontractors or other third parties to perform its obligations under this Agreement, but Yabble will remain responsible for all such obligations.
3. FEES AND PAYMENT
3.1 Fees. Customer will pay Yabble all fees described in all Order Forms and all fees incurred from purchases on the Application (the “Fees”) in accordance with the terms therein. If Customer believes that Yabble has billed Customer incorrectly, Customer must contact Yabble no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. All Fees are non-refundable, except as otherwise specified in this Agreement.
3.2 Invoicing and Payment. Unless otherwise set out in the Order Form, all purchases will be payable by credit card upon purchase unless otherwise agreed in writing. Customer is responsible for providing complete and accurate billing information to Yabble and notifying Yabble of any changes to such information. Yabble may at its sole discretion enable payment via invoicing. If payment by invoicing is approved, Customer will be invoiced monthly and payment is due 30 days after the date of the applicable invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by applicable law, whichever is lower, plus all expenses of collection, and may result in immediate termination of access to the Services. Customer will pay all Fees in U.S. Dollars. A credit card processing fee of up to 2.5% of total value may be added to all credit card transactions.. Yabble may suspend access to the Services if Customer fails to make any payment due within 20 business days after Yabble provides notice of the failure. Suspension of the Services by Yabble under this Section 3.2 does not relieve Customer of its payment obligations under this Agreement. Yabble will not be liable to Customer nor to any third party for any suspension of the Services pursuant to this Section 3.2.
3.3 Taxes. Other than federal and state net income taxes imposed on Yabble, Customer will bear all taxes, duties, and other governmental charges relating to the Services.
4. RESTRICTIONS AND RESPONSIBILITIES
4.1 Use Restrictions. Except as expressly permitted in this Agreement or the applicable Order Form, Customer will not, and will not permit or authorize third parties to: (a) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Services; (b) use the Services to provide services to third parties (e.g., as a service bureau or agency); (c) use Services in any way that would violate this Agreement; (d) circumvent or disable any security or other technological features of the Services; (e) 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 Services; (f) modify, translate, or create derivative works based on the Services; (g) remove any proprietary notices or labels from the Services; (h) use the Services in a manner that violates or attempts to circumvent applicable law; (i) use the 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 Services; or (j) access the Services in order to develop a competing product or service. This Section 4.1 will apply solely to the extent not prohibited by applicable law.
4.2 Authorized Users. Customer is responsible and liable for all actions and inactions by its Authorized Users or by any third party that Customer or its Authorized Users permit to access or use the Services, as if such action or inaction were an action or inaction of Customer. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer’s account and its Authorized Users’ accounts. Each Application account login provided to an Authorized User is personal to that specific individual and may not be transferred, sold or otherwise assigned to or shared with any other individual or entity. Customer will not, and will not permit Authorized Users to, share account credentials, or use them in multiple locations at the same time.
5. CUSTOMER DATA, PERSONAL DATA, USAGE DATA AND THIRD PARTY APIS
5.1 License to Customer Data. Customer is solely responsible for the accuracy, quality and legality of Customer Data. Customer represents, warrants and covenants that it will and has obtained all licenses, consents and permissions necessary to grant Yabble the rights to use the Customer Data as set forth herein. Customer hereby grants to Yabble a non-exclusive, worldwide, royalty-free, fully-paid and sublicensable license (a) during the Term (as defined below), solely as necessary for Yabble to provide the Application and Services to Customer, to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Customer Data, in any media or distribution methods now known or later developed, and (b) during and after the Term, to use the Customer Data in an aggregated and anonymized form to: (i) train and improve the Service and Yabba’s related products, algorithms, models and services, and (ii) for analytics and benchmarking purposes.
5.2 Processing of Personal Data. Yabble does not need, utilize, require, or suggest uploading Personal Data for the purpose of generating analysis in the Application. In fact, Customer acknowledges that it is highly discouraged from uploading Personal Data into the Application. Customer will take all commercially reasonable efforts to limit the Personal Data it uploads into the Application or otherwise makes available to Yabble for processing on its behalf. Notwithstanding the foregoing or anything to the contrary in this Agreement, Customer shall in no event upload into the Application or otherwise make available to Yabble for processing on its behalf any sensitive Personal Data, including any health-related information (including PHI subject to the HIPAA), genetic data, biometric information, financial account information, and information from government-issued documents. Customer shall indemnify, defend and hold harmless Yabble from and against any damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) incurred by Yabble in connection with any claims, suits or actions made or brought against Yabble, arising from Customer’s breach of the foregoing.
5.3 Compliance with Privacy Laws. If Customer will provide or make available to Yabble, or Yabble will otherwise process on behalf of Customer any EU personal data subject to the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”), Customer will notify Yabble prior to any such processing and the parties will enter into Yabble’s Data Processing Agreement addressing the parties’ respective obligations under the GDPR regulations. If Customer will provide or make available to Yabble, or Yabble will otherwise process on behalf of Customer any personal information subject to the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq, as amended (“CCPA”), Customer will notify Yabble prior to any such processing and the parties will enter into Yabble’s CCPA Addendum addressing the parties’ respective obligations under the CCPA.
5.4 Usage Data. Yabble may collect and analyze Usage Data and other information relating to the provision, use, and performance of various aspects of the Application and related systems and technologies (including information provided by third-party analytical tools). Yabble may analyze, copy, process, collect, use, disclose, and reproduce Usage Data for any purpose, including for the purposes of: (a) complying with a regulatory inquiry or judicial action of a governmental body; and (b) actively or passively, improving the Application, and developing new products, services, features, and functionality. Yabble shall own all right, title and interest in Usage Data. For the avoidance of doubt, Usage Data shall not be considered Confidential Information.
5.5 Third Party APIs and Services. The Application may enable users to query, call and pull data from third party application programming interfaces (“Third Party APIs”) and related services (collectively with Third Party APIs, “Third Party Services”). Customer acknowledges and agrees that Yabble does not control or review any data made available from any Third Party API (“Third Party Data”), and that Yabble is not responsible for, and does not assume any responsibility for, the accuracy, completeness, timeliness or truthfulness of any Third Party Data. All use of Third Party APIs, Third Party Services and Third Party Data is solely at Customer’s sole risk. In addition, Customer acknowledges that the use of Third Party APIs and Third Party Services may be subject to additional terms, conditions and limitations, such as the availability and uptimes of APIs, API call limits and limitations related to the processing of certain types of data, and that Customer will be responsible for complying with any such terms, conditions and/or limitations made available to Customer with respect thereto.
6. CONFIDENTIALITY. Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information except to those employees and representatives of Recipient who have a need to know the Confidential Information to enable Recipient to perform its obligations under this Agreement. Recipient is responsible and liable for its employees’ and representatives’ compliance with this Section 6, 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, for so long as such Confidential Information constitutes a trade secret under Applicable Law), or any Confidential Information that is required to be disclosed by applicable law.
7.1 Yabble IP. Yabble and its licensors own the Services, Work Product, and Usage Data, including all Intellectual Property Rights therein (the “Yabble IP”). The Yabble IP is protected by copyright law and other applicable law. No ownership rights in the Yabble IP are transferred to Customer by this Agreement. Customer does not have any rights in or to the Yabble IP except for the limited express rights granted in this Agreement.
7.2 Customer Data. Customer and its licensors own the Customer Data, including all Intellectual Property Rights therein. No ownership rights in the Customer Data are transferred to Yabble by this Agreement. Yabble does not have any rights to the Customer Data except for the limited express rights granted in this Agreement.
7.3 Feedback. If Customer provides to Yabble (either on its own accord or at the request of Yabble) feedback, testimonial, analysis, suggestions and comments (including, but not limited to, bug reports and test results, and design suggestions or ideas) related to the Application or Services (collectively, “Feedback”) Customer hereby assigns to Yabble all right, title and interest in and to any such Feedback to Yabble and acknowledges that Yabble is free to use the Feedback without payment or restriction.
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
8.1 Mutual Warranties. Each party represents and warrants to the other that (a) it has validly entered into this Agreement and that this Agreement constitutes a binding agreement enforceable against either party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with the delivery, or performance of this Agreement by either party.
8.2 Yabble Warranties. Yabble represents and warrants to Customer that: (a) Yabble will perform the Services in a good and workmanlike manner in accordance with industry standards; and (b) the Application will conform with its published documentation in all material respects.
8.3 Customer Warranties. Customer represents and warrants to Yabble that: (a) Customer has and will maintain all necessary rights to authorize Yabble to use the Customer Data in accordance with this Agreement; and (b) Customer will use the Services in compliance with its published documentation and applicable law.
8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND THE PARTIES HEREBY DISCLAIM ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE APPLICATION OR SERVICES.
9. LIMITATIONS OF LIABILITY
9.1 Exclusion of Damages. Neither Yabble nor its suppliers, officers, affiliates, representatives, contractors, or employees will be liable to Customer for any lost profits, loss of business, or loss of data, or any consequential, incidental, special, or exemplary damages arising out of or related to this Agreement even if Yabble is apprised of the likelihood of such damages occurring.
9.2 Damages Cap. Yabble’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 Fees paid by Customer to Yabble during the six months immediately preceding the claim (determined as of the date of any final judgment in an action).
9.3 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 Yabble 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.
9.4 Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 9 will apply to Customer solely to the extent permitted by applicable law.
10. INDEMNIFICATION BY YABBLE
10.1 Defense. At Customer’s option and request, Yabble will defend Customer from any actual or threatened third-party claim, proceeding, suit, action, or inquiry arising out of or based on an allegation that Customer’s use of the Application in accordance with this Agreement infringes a third-party Intellectual Property Right (a “Yabble Indemnifiable Claim”). If Customer requests Yabble to defend it from any Yabble Indemnifiable Claim, Customer will: (a) give Yabble prompt written notice of the Yabble Indemnifiable Claim; (b) grant Yabble full and complete control over the defense and settlement of the Yabble Indemnifiable Claim; (c) provide assistance in connection with the defense and settlement of the Yabble Indemnifiable Claim as Yabble may reasonably request; and (d) comply with any settlement or court order made in connection with the Yabble Indemnifiable Claim. Notwithstanding the previous sentence, Yabble will not enter into any settlement that involves an admission of guilt or liability of Customer without Customer’s prior written consent. Customer may participate in the defense of a Yabble Indemnifiable Claim at its own expense and with counsel of its own choosing.
10.2 Indemnification. Yabble will indemnify Customer from and pay: (a) all damages, costs, fines, judgments, expenses, and attorneys’ fees reasonably incurred by Customer in any Yabble Indemnifiable Claim; (b) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by Customer in connection with the defense of an Yabble Indemnifiable Claim (other than attorneys’ fees and costs incurred without Yabble’s consent after Yabble has accepted defense of the Yabble Indemnifiable Claim); and (c) all amounts that Yabble agrees to pay to any third party to settle any Yabble Indemnifiable Claim.
11. INDEMNIFICATION BY CUSTOMER
11.1 Defense. At Yabble’s option and request, Customer will defend Yabble and its officers, directors, employees, agents, service providers, licensors, and affiliates (collectively, the “Yabble Indemnified Parties”) from any actual or threatened third-party claim, proceeding, suit, action, or inquiry arising out of or based on Company’s breach of Section 8 (Representations and Warranties) (each, a “Customer Indemnifiable Claim”). If Yabble requests Customer to defend it from any Customer Indemnifiable Claim, Yabble will: (a) give Customer prompt written notice of the Customer Indemnifiable Claim; (b) grant Customer full and complete control over the defense and settlement of the Customer Indemnifiable Claim; (c) provide assistance in connection with the defense and settlement of the Customer Indemnifiable Claim as Customer may reasonably request; and (d) comply with any settlement or court order made in connection with the Customer Indemnifiable Claim. Notwithstanding the previous sentence, Customer will not enter into any settlement that involves an admission of guilt or liability of Yabble without Yabble’s prior written consent. Yabble may participate in the defense of a Customer Indemnifiable Claim at its own expense and with counsel of its own choosing.
11.2 Indemnification. Customer will indemnify the Yabble Indemnified Parties from and pay: (a) all damages, costs, fines, judgments, expenses, and attorneys’ fees reasonably incurred by the Yabble Indemnified Parties in any Customer Indemnifiable Claim; (b) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by the Yabble Indemnified Parties in connection with the defense of a Customer Indemnifiable Claim (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of the Customer Indemnifiable Claim); and (c) all amounts that Customer agrees to pay to any third party to settle any Customer Indemnifiable Claim.
12. INFRINGEMENT OF IP
12.1 IP Infringement. If the Application is held to infringe (or if Yabble reasonably believes will be held to infringe) any third-party Intellectual Property Rights, Yabble may, at its option and expense: (a) modify the Application to make it non-infringing; or (b) obtain a license that permits Customer to continue using the Application. If Yabble does not believe either option is reasonably practicable, Yabble may terminate this Agreement. Yabble will have no obligation for any infringement of Intellectual Property Rights relating to the Application to the extent that arising out of: (a) use of the Application in combination with other products or services; (b) designs, requirements, or specifications required by or provided by Customer; (c) use of the Application in breach of this Agreement or outside the scope of the license granted to Customer; or (d) any modification of the Application not made or authorized in writing by Yabble. Section 10.1 states Yabble’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 Services.
13. TERM AND TERMINATION
13.1 Term. This Agreement will take effect on the Effective Date and will continue in effect until terminated as provided herein (the “Term”). In the event that there are no outstanding Order Forms, Customer can terminate this Agreement by cancelling the Services in writing to Yabble with 30 days notice or by cancelling the monthly subscription which provides access to the Services whichever is shorter.
13.2 Termination Events. Either party may terminate this Agreement or any Order Form effective upon written notice to the other party, if the other party materially breaches this Agreement (or an Order Form) and such breach is incapable of cure, or (if such breach capable of cure) the breaching party does not cure such breach within 30 days of receiving notice of it. Yabble may terminate or suspend this Agreement or any part of it immediately upon written notice to Customer without a cure period if Customer breaches Sections 4 (Restrictions and Responsibilities) or 6 (Confidentiality). Either party may terminate this Agreement, effective immediately upon written notice, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
13.3 Survival and Termination Obligations. 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 Yabble to Customer under this Agreement 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.
13.4 Post-Termination Obligations. Upon any termination of this Agreement or any Order Form, Yabble will make all Customer Data then held on Customer’s behalf by Yabble pursuant to this Agreement or the applicable Order Form available to Customer for electronic retrieval for a period of 30 days. After such period, Yabble may, but is not obligated to, delete any such Customer Data. If Customer terminates this Agreement for Yabble’s material breach, Customer will pay a pro rata amount of the Fees for any terminated Services up to and including the last day on which the Services are provided, and Yabble will refund any pre-paid Fees for Services not yet provided. If this Agreement is terminated for any other reason, Yabble will not refund Customer any Fees paid, and within 10 days after such termination, Customer will pay Yabble all remaining Fees owed under any terminated Order Forms. The following sections of this Agreement will survive any expiration or termination of this Agreement: Sections 1 (Definitions), 2.1 (Order Forms), 2.4 (Subcontractors), 4 (Restrictions and Responsibilities), 5.4 (Usage Data), 3 (Fees and Payment Terms), 6 (Confidentiality), 9 (Limitations of Liability), 10 (Indemnification by Yabble), 11 (Indemnification by Customer) and 13.3 (Survival and Termination Obligations), 13.4 (Post-Termination Obligations), 14 (Miscellaneous).
14.1 Assignment. Neither party may assign this Agreement or delegate its performance without the other party’s prior written consent, and any attempt to do so is void; except either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates without the other party’s prior written consent. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.
14.2 Notices. All notices under this Agreement must be in writing and will be considered given: (a) upon delivery, if delivered personally or by internationally recognized courier service; (b) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (c) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section 14.2. All notices to Yabble will be sent to:
13044 Pacific Promenade
Playa Vista, CA 90094
Attn: David Barad
14.3 Integration. If Customer and Yabble have negotiated and fully executed an agreement for Services, such negotiated agreement is not affected by this Agreement unless specifically provided otherwise in a writing signed by both parties. Subject to the foregoing, this Agreement (including any Order Forms) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be amended, except by a writing signed by both parties. No other terms, provisions, or conditions of any purchase order, acknowledgement, or other business form that Customer may use in connection with the subject matter hereof will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Yabble to object to such terms, provisions, or conditions.
14.4 Force Majeure. Yabble will not be liable for any delay or failure to perform under this Agreement as a result of any cause or condition beyond Yabble’s reasonable control (a “Force Majeure Event”), so long as Yabble uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Yabble to delay or fail to perform its obligations under this Agreement for 30 consecutive days, either party may terminate this Agreement.
14.5 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
14.6 Severability. If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.
14.7 Publicity. Yabble may use Customer’s trademark, trade name, and logo to publicly identify Customer as a customer of Yabble. Yabble will comply with any brand guidelines or standards that Customer provides from time to time. If Customer does not want to allow Yabble the right to use Customer’s Marks or identify Customer, Customer may opt out of this Section 14.7 at any time by emailing Yabble at email@example.com. Any goodwill that accrues from Yabble’s use of Customer’s trademark, trade name, and logo hereunder will inure solely to Customer.
14.8 Export; Government Rights. Each party will comply with all Applicable Law in connection with exercising its rights or performing its obligations under this Agreement, including applicable export laws. Customer represents and warrants that Customer and its Authorized Users are not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders. As defined in FAR section 2.101, the Application and Services are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.
14.9 Governing Law. This Agreement will be governed by the laws of the United States and the State of California, without reference to conflict of laws principles. Any dispute between the parties regarding this Agreement will be subject to the exclusive venue of the state and federal courts in Los Angeles County, County. The parties hereby consent to the exclusive jurisdiction and venue of such courts. In any proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
14.10 Relationship of Parties. The parties are independent contractors of each other. Each party is responsible for instructing and managing its employees and personnel. This Agreement does not create any agency, partnership, or joint venture relationship between the parties. There are no third-party beneficiaries of this Agreement.