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TERMS AND CONDITIONS

This online terms and conditions (“Terms”), by and between the Customer, as defined under these Terms, and SaaS Labs US, Inc., a Delaware corporation with principal office at 355 Bryant Street, #403 San Francisco, CA 94107, United States of America (“ServiceAgent”, or “us”), together with any and all applicable Order Form(s), schedules, exhibits (collectively, the “Agreement”) constitute a legal and binding agreement between ServiceAgent and the Customer and set forth the terms pursuant to which the Customer may access and/or use the Site and Services, as defined. ServiceAgent and Customer may be individually referred to as a “Party”, and collectively as “Parties”.

By clicking on the “Accept” button or checking the checkbox on the signup page when subscribing to the Services, entering into an Order Form or otherwise using and/or permitting any User to access and/or use any of the Services or accessing the Site, Customer affirms: (i) that it has been read, agreed and will comply with this Agreement, (ii) that the representative of the Customer is at least 18 years of age and has the required authority to enter into this Agreement on behalf of the Customer, and to bind the Customer to this Agreement.

IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT CLICK ACCEPT OR THE CHECKBOX ON THE SIGNUP PAGE OR SIGN THE ORDER FORM, USE ANY OF THE SERVICES, OR ACCESS THE SITE.

  1. Definitions.

    1. “Administrator” means the individual(s) who have been granted the right by Customer to set up the account, have access to control settings, and have greater control over the permissions;
    2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity;
    3. “Applicable Law” means any and all law, statute, regulation, rule, ordinance, treaty convention, and/or court or administrative order or ruling of any governing body with jurisdiction over the Service, the Customer, and/or the Customer’s use of the Services;
    4. “Authorized User” means individual(s) who are employees, contractors, or agents of the Customer, and have been given access to the ServiceAgent Account;
    5. “Confidential Information” shall include but is not limited to any and all information, data, ideas, marketing information, marketing methods, customer lists, financial information, and business strategies in any and all forms, formats, and mediums, in writing orally or through other means, whether identified as confidential or not that arises from or relates to a Party, its business, business plans, procedures, finances, owners, officers, employees or agents. A Party’s Confidential Information shall not include information that (a) is or becomes a part of the public through no act or omission of the other Party; (b) was rightfully in the possession of the other Party or was known by it prior to its disclosure; (c) is independently developed by the Receiving Party without the use of any Confidential Information of the other Party; (d) was or is provided by the Disclosing Party to third parties without restriction on disclosure, and (e) is required to be disclosed by law or by request of any government or regulatory authority.
    6. “Customer” means, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity on behalf of which such individual is accepting this Agreement;
    7. “Customer Data” means any data, content, or materials that the Customer uploads into, enters into, or submits to the Service including from Third-Party Integrations. This excludes Usage Data.
    8. “Documentation” means ServiceAgent’s user manuals, handbooks, help articles and guides relating to the Site or Service provided by ServiceAgent to Customer;
    9. “Effective Date” means the date on which the Customer subscribes to the Service;
    10. “Feedback”means any suggestions or idea for modifying the Service or a portion of the Service including without limited to intellectual property rights in any such suggestions or idea;
    11. “ServiceAgent Account” means the account established by ServiceAgent and associated with the Customer pursuant to entering into this Agreement;
    12. “Service” means any and all services made available to Customer By ServiceAgent from time to time under this Agreement;
    13. “Site” as defined as the websitewww.serviceagent.ai
    14. “Usage Data” means the data regarding applications utilized with the Service, configurations, log data, and the performance results for the Service
    15. “Third-Party Products” means any products, content, services, information, websites, Integrations, or other materials that are owned by third parties and are incorporated into or accessible through the Service.

  2. Services Provided.

    1. Permitted Use. Subject to these Terms, Customer may use the Service for its own business purposes in accordance with the Terms. This includes the right to copy and use the software and Documentation as part of the Customer’s Permitted Use. The Customer will comply with the Documentation in using the Service.
    2. Users.The Customer may permit Authorized Users to use the Service on its behalf. The Customer is responsible for provisioning and managing its user accounts, for its Authorized Users’ actions through the Service and for their compliance with these Terms. The Customer will ensure that the Administrator and Authorized Users keep their login credentials confidential and will promptly notify us upon learning of any compromise of User accounts or credentials.
    3. Affiliates.Customer’s Affiliates may serve as Users under these Terms. Alternatively, Customer’s Affiliates may enter into their own Agreement, which creates a separate agreement between each such Affiliate and ServiceAgent incorporating these Terms with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with us, and breach or termination of any such separate agreement affects only that agreement.
    4. Inputs and Outputs.The Customer may upload or process any information through the Service (“Inputs”), and receive output generated by the Service based on the Inputs (“Outputs”, and together collectively with Inputs, the “Content”). The Customer is solely responsible for the Input, and for ensuring the Content applies with applicable laws and this Agreement.

      The Customer agrees that they will be responsible for the Content processed and generated by the Service. The Customer agrees that the Customer will not include any sensitive personal data including but not limited to racial or ethnic origin, political origins, religious or philosophical beliefs, health data, or data concerning anyone’s sex life or sexual orientation in any Inputs for processing by the Service.

  3. Quality and Maintenance.

    1. Minimum Disruptions.ServiceAgent shall use reasonable endeavours to provide the Service with minimum disruptions. ServiceAgent cannot guarantee that the Service will always function without any disruptions, interruptions, or delays. Since the Service will be transmitted through public internet lines and the public switched telephone network, there may be power outages or internet service disruptions and the Customer may experience some disruptions that can interfere with quality service. ServiceAgent does not warrant full availability of any type.
    2. Support Services.ServiceAgent will provide standard support services to resolve technical issues with and answer queries regarding the use of the Service for purchased Service Customers at no additional cost.
    3. Upgrades.ServiceAgent may change technical features in order to keep pace with the latest demands and technological developments or to comply with any Applicable Laws without obtaining the Customer’s written pre-approval. ServiceAgent may also have to repair, improve, and/or upgrade, provide patches, enhancements, or fixes for the Service and this may require us to restrict, limit, suspend, interfere and/or interrupt the Service at any time in our sole discretion including in the event of an emergency. ServiceAgent shall endeavour to provide the Customer with advance notice where practicable and carry out such maintenance, where possible, outside of regular business hours.
    4. Enforcing Security.Actual or attempted unauthorized use of any of the Site or the Service may result in criminal and/or civil prosecution by the appropriate legal and judicial authorities. ServiceAgent reserves the right to view, monitor, and record activity on the Site and Service without notice to the fullest extent permitted by applicable law. This right extends to our review of your Inputs, and call recordings. Any information obtained by monitoring, reviewing or recording is subject to review by law enforcement organizations in accordance with our Privacy Policy.

  4. Intellectual Property License.

    1. Limited License.Subject to this Agreement, and the Customer’s Administrator(s) and Authorized User(s) continued and full compliance with the Agreement, ServiceAgent grants to the Customer, during the Term, a limited, revocable, non-exclusive, non- transferable and right to access and use the Service and Site solely for its internal business purposes.
    2. Restrictions.The Customer shall not and cause its Administrator(s) and/or Authorized User(s) to refrain from any unauthorized use, directly or indirectly, including but not limited to: (a) sublicense, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Service, or any part thereof available to any third party other than Administrator(s) and/or Authorized Users; (b) modify, reverse engineer, decompile or disassemble, make derivative works of the Service or any party thereof, and shall not build a similar or competitive product or service; (c) permit other third parties to use the Service, including but not limited to shared use via a network connection except under the terms of this Agreement; (d) rent, lease, loan, sublicense, distribute or otherwise transfer rights to the Service, or any party thereof available to any third party other than Authorized Users; (e) circumvent or disable any technological features or measures in the Service; (f) attempt to, or in conjunction with any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in a content file or other work protected by copyright law in any jurisdiction; (g) use the Site, Service, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation or rule.

      ServiceAgent reserves its right to suspend or terminate the license to the Service in the event the Customer and/or Administrator(s) and/or Authorized User(s) is found using the ServiceAgent Account in violation of Clause 4.2.

    3. ServiceAgent Ownership. Customer agrees that ServiceAgent owns all rights, titles and interests in and to all Intellectual Property rights in the Service, the Site, the Documentation, as well as any content herein, except as otherwise stated (“ServiceAgent Intellectual Property”). All rights not expressly granted to the Customer are reserved by ServiceAgent. ServiceAgent owns the Usage Data derived from the operation of the Service. Nothing contained herein shall prevent ServiceAgent from utilising the Usage Data to provide, maintain and/or improving the Service provided that any data so used shall be de-identified and presented in the aggregate so that it will not disclose the identity of the Customer to any third party. ServiceAgent reserves all rights and licenses expressly granted under this Agreement. Nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Customer or any third party, any intellectual property rights or other right, title, or interest in or to the ServiceAgent Intellectual Property.
    4. Customer Data.ServiceAgent agrees, as between the Parties, the Customer retains all rights, titles, and interests in and to all Intellectual Property rights in the Customer Data. Customer acknowledges that ServiceAgent is not responsible for the creation, content, or use of the Customer Data by Customer or any third party. Customer grants ServiceAgent, its affiliates, and applicable contractors a limited-term license to host, copy, use, transmit, store and display any product integration for the Customer using the Service and the Customer Data as appropriate to provide and ensure proper operation of the Service and associated systems in accordance with the Agreement. If the Customer chooses to use a Third-Party Product with the Service, then the Customer allows the Third-Party Product to access Customer Data as appropriate. Use of any such Third-Party Product are subject to the terms and conditions such Third-Party Product, and Customer warrants that Customer has agreed to such terms independently from their use of ServiceAgent Site and Service Customer warrants that it owns or has acquired the necessary licenses to grant ServiceAgent the above license to use Customer Data.
    5. Use of Trademarks.The Customer grants ServiceAgent the right to use and reproduce the Customer’s name, logo and trademark to identify the Customer as a ServiceAgent customer on the Site and other marketing materials. In the event, the Customer does not agree with the use of the Customer’s name, logo and/or trademark to identify the Customer as a ServiceAgent customer or that the use of Customer’s name, logo and/or trademark is not in line with the Customer’s branding or similar guidelines, the Customer shall notify ServiceAgent at legal@saaslabs.co
    6. Feedback.All Feedback given by the Customer to ServiceAgent shall be used without restriction or obligation. All Feedback is provided “as is” and ServiceAgent will not publicly identify the Customer as the source of Feedback without the Customer’s permission. The Customer has agreed to not treat any Feedback given to ServiceAgent as Customer’s Confidential Information, Intellectual Property or its trade secret, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict ServiceAgent’s right to use, profit from, disclose, publish, keep secret or otherwise exploit Feedback, without compensating or crediting the Customer.
    7. Documentation License.Subject to the Agreement, ServiceAgent hereby grants the Customer a non-exclusive, non- sublicensable, non-transferable license for Administrator(s) and Authorized User(s) to use the Documentation during the Term solely for your internal business purposes in connection with the use of the Site and Service.

  5. Acceptable Use Policy.

    1. Restricted Activities.The Customer is responsible for any use of the Service. Any access and use of the Service must comply with the following Acceptable Use Policy (“AUP”). Customer must not and cause its Administrator(s) and/or Authorized Users not to use ServiceAgent to:

      (a) violate any laws, regulations, governmental orders, industry standards, or published policy, or any applicable third-party policy including upstream provider's acceptable use policies, industry code of conduct, or requirement communicated or otherwise made available by ServiceAgent telecommunications providers’ requirements or guidance in any applicable jurisdiction including that require consent to be obtained before transmitting, recording, collecting or monitoring data or communications;

      (b) violate or infringe on Intellectual Property, privacy or rights of another;

      (c) to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, or objectionable in the recipient's jurisdiction including content or communication which ServiceAgent determines (i) is false or inaccurate; (ii) is hateful or encourages hatred or violence against individuals or groups; (iii) could endanger public safety, or (iv) the sale or promotion of prohibited substances, prescription medicines or prohibited goods;

      (d) to transmit or store any content or communications that is sexually explicit, pornographic, obscene, or other content which is objectionable in ServiceAgent's sole discretion;

      (e) to sell, trade, resell or otherwise exploit ServiceAgent Account for any unauthorized commercial purpose;

      (f) stalk, harass, harm another individual or impersonate another individual, misrepresent or falsely identify, engage in spamming, phishing or pharming;

      (g) to engage in fraudulent activity with respect to third parties;

      (h) to engage in spamming or other unsolicited advertising, marketing or other activities in connection with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited or unwanted phone calls;

      (i) to engage in unauthorized commercial activities and/or sales and unsolicited marketing or other activities that violate anti-spam laws and regulations including CAN-SPAM Act of 2003, the Telecom Consumer Protection Act of 1991 (“TCPA”) Rules, Do-Not-Call Implementation Act or any other similar or analogous anti-spam, data protection or privacy related legislations in other jurisdictions;

      (j) to use any robot, spider, another automatic device, or manual process to monitor, copy or 'scrape' web pages or the content contained in the website or for any other unauthorized purpose without our prior written consent;

      (k) using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service;

      (l) send any communications on behalf of, or purporting to originate on behalf of ServiceAgent;

    2. Breach of AUP.In the event, the Customer breaches any of the terms of the AUP, ServiceAgent may immediately suspend or terminate all or part of the access to the Service and/or Agreement and report and share relevant information of any activities deemed illegal or against applicable laws and regulations to the appropriate authorities in accordance with the applicable data privacy laws and regulations. In addition to the restrictions mentioned in the AUP, ServiceAgent reserves the right to impose limits on the Customer’s use of the Service.

  6. Pricing, Billing, and Refund Policy.

    1. Payment.By providing a valid credit or debit card information (“Payment Method”), the Customer expressly (a) authorizes ServiceAgent and/or any other company acting as a billing agent for ServiceAgent to (a) charge the Payment Method for fees corresponding to fees chargeable at the billing frequency chosen by Customer while selecting the Plan from the Site; and (b) for any and all other fees in connection with the Service including attempting to charge and/or place holds on such Customer’s Payment Method until such amounts are paid in full. The Customer expressly agrees to provide ServiceAgent with updated Payment Method information upon ServiceAgent’s request and any time the information previously provided is no longer valid. The Customer is solely responsible for maintaining and updating the Payment Method information. Customer shall be solely responsible for the consequences of any expired or incomplete Payment Method information and insufficient funds to pay invoices including charges incurred as a result of such attempts to charge. Unless otherwise stated on the invoice, payment is due in full in advance upon receipt of the invoice.
    2. Late Fees.The Customer acknowledges and agrees that for any amount(s) that are not paid by the due date, ServiceAgent may charge a late payment fee equal to 1.5% of the Customer’s outstanding balance per month, or the maximum rate permitted by law, whichever is highest. ServiceAgent shall be entitled to charge the Customer all costs or fees associated with recovering the outstanding amounts due under the Agreement.
    3. Taxes. Unless otherwise stated, the pricing does not include taxes, levies, duties, or assessments including value-added, sales, use or withholding taxes assessable by any local, state, or provincial authorities (“Taxes”). The Customer is responsible for paying all applicable Taxes associated with the purchases hereunder.
    4. Refunds.The Customer is billed in advance and is non- refundable.

  7. Protection of Data.

    ServiceAgent will take commercially reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer’s Data, complying in any case with Applicable Laws and regulations as well as any data processing agreement or addendum as concluded between the Parties. ServiceAgent shall make reasonable efforts to ensure ongoing compliance with applicable laws and regulations and the maintenance of a state-of-the-art security infrastructure.

  8. Confidentiality.

    1. Obligation of Confidentiality.Each Party ('Receiving Party') shall not, without the other Party's ('Disclosing Party') prior written consent, disclose or permit the disclosure of any Confidential Information provided by the Disclosing Party to the Receiving Party under or in connection with this Agreement, except that the Confidential Information may be disclosed to the Receiving Party's employees, Affiliates, subcontractors or professional advisors to the extent necessary to carry out its duties and obligations under this Agreement. The Parties (including their respective employees and agents) agree to hold each other's Confidential Information in confidence during the Term of this Agreement and for three (3) years thereafter. The Parties further agree not to disclose or make any Confidential Information of the other Party available in any form to any third party other than its employees, Representatives, Affiliates, legal counsel, professional advisors, consultants, accountants on a need-to-know basis or to use it for any purpose other than the implementation of this Agreement.
    2. Compelled by Law.If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall provide prior notice of such compelled disclosure and reasonable assistance, at the other party's cost if the other party wishes to contest the disclosure.
    3. Return of Confidential Information Upon termination or expiration of the Agreement, each Party shall, upon the other Party's instructions, return to the other Party, or destroy, the Confidential Information and any copies thereof.

  9. Warranty; Disclaimer

    1. Customer Warranty.Customer warrants that Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Site and Service are in compliance with the AUP.
    2. DISCLAIMERTO THE FULLEST EXTENT PERMITTED BY LAW, THE CUSTOMER AGREES THAT THE SERVICES ARE BEING PROVIDED ‘AS IS' AND ‘AS AVAILABLE', AND EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICEAGENT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. SERVICEAGENT DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY PORTION OF THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, CONTINUOUS, ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES SERVICEAGENT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE SERVICES BEYOND SUCH TERMS. SERVICEAGENT DOES NOT PROVIDE ANY WARRANTY OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE OUTPUTS AND DOES NOT ACCEPT ANY LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM THE CUSTOMER’S USE OF THE OUTPUT OR ANY OMISSIONS OR ERRORS CONTAINED IN THE OUTPUT. THE CUSTOMER ALSO ACKNOWLEDGES AND AGREES THAT SERVICEAGENT CANNOT GUARANTEE THAT IP-BASED COMMUNICATIONS ARE COMPLETELY SECURE, ERROR OR VIRUS-FREE AND THAT THE OUTPUT IS FREE OF CONTENT THAT INFRINGES THIRD-PARTY RIGHTS INCLUDING WITHOUT LIMITATION PRIVACY AND INTELLECTUAL PROPERTY RIGHTS.

  10. Limitations of Liability

    1. Limitation.NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, ATTORNEYS, AND BUSINESS PARTNERS) REGARDLESS OF THE TYPE OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED UP TO THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. ANY CAUSE OF ACTION THE CUSTOMER MAY HAVE WITH RESPECT TO ITS USE OF THE SITE AND SERVICE MUST BE COMMENCED AND PROVIDED TO SERVICEAGENT WITHIN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR IT SHALL BE DEEMED WAIVED BY THE CUSTOMER.
    2. Exclusions.IN NO EVENT WILL EITHER PARTY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, ATTORNEYS, AND BUSINESS PARTNERS) BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  11. Indemnification

    The Customer shall, at its own expense and subject to the limitations set forth in this Clause, indemnify and defend ServiceAgent from and against any and all third party claims arising out of (a) Customer's breach of the terms of this Agreement and accompanying policies, (b) claims of violation of any laws, regulations or rights of a third party by the Customer, (c) claims related to Customer Data and/or claims relating to data transferred to the applications of third parties or (d) claims that arise from the actions of the Customer, Administrators and/or Authorized Users in connection with their use of the Service, and hold ServiceAgent harmless from and against any and all liability, losses, damages, and costs (including attorneys' fees) or agreed in settlement by Customer resulting from such claims

  12. Term and Termination

    1. Term.The term of this Agreement shall begin on the Effective Date and continue until the expiration of the Plan, or unless terminated earlier in accordance with the terms of this Clause (“Term”). The Term starts on the date of signing up for the Service. The Term shall automatically renew for successive periods of the same duration unless the Party provides a notice of non-renewal to the Party before the expiry of the Term.
    2. Termination.Either Party may terminate this Agreement if the other party (a) fails to cure a material breach of this Agreement within 30 days after notice, (b) ceases operation without a successor, (c) at the written recommendation of a government or regulatory agency following a change in Applicable Law, (d) subject to Applicable Laws, upon the commencement by or against the other Party of insolvency, receivership or bankruptcy proceedings. ServiceAgent may terminate this Agreement at any time and for any reason without any liability whatsoever.
    3. Effects of Termination or Expiration.Upon termination or expiration of this Agreement, Customer shall cease to have access to and use of the Service at the end of the ongoing billing cycle. Customer shall be liable to pay ServiceAgent immediately and without further notice, and in any case no later than thirty (30) days thereof, any accrued fees, charges, including any outstanding fees.
    4. Suspension of ServiceAgent Account.ServiceAgent may suspend access to the Service immediately if the Customer is in material breach of this Agreement including non-payment of fees or is using the Services in violation of law or applicable regulations. The suspension will not relieve the Customer of its obligation to pay fees and costs associated with the ServiceAgent account. ServiceAgent shall not be responsible for any damages arising from the suspension of the Service.

  13. Miscellaneous

    1. Notices.Except as set out in this Agreement, notices or other communications must be in English and are deemed to have been fully given when made in writing and delivered via email, and for ServiceAgent, addressed to legal@saaslabs.co and to Customer at either the physical address or email address associated with the Customer's ServiceAgent account.
    2. Independent Contractors.The Parties are independent contractors and have no right to assume or create any obligation or responsibility on behalf of the other party. This Agreement does not create or imply any partnership, agency, or joint venture.
    3. Force Majeure.Neither Party is liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such Party's reasonable control including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, service disruptions involving hardware, software or power systems not within such party's possession or reasonable control, and denial of service attacks.
    4. Severability.If any provision of these terms is found to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these terms will otherwise remain enforceable and in full force and effect.
    5. Amendments.ServiceAgent reserves the right to update or change the terms of this Agreement or any of its policies from time to time, and will endeavour to provide an advance notice to the Customer at the email address associated with the ServiceAgent Account or via a pop-up on the site. Any use of the Service after the change in the terms of this Agreement or any of its policies will be deemed as Customer's acceptance of such updates.
    6. Entire Agreement.This Agreement together with any Order Form(s), Purchases, exhibits and/or schedules, constitutes the entire and sole agreement among the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the subject matter thereof.
    7. No Third-Party Beneficiaries.The parties agree that there will no third-party beneficiaries to this Agreement.
    8. Anti-Bribery.Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.
    9. Export Control.The Service may be subject to export laws and regulations of the United States and other jurisdictions. ServiceAgent and Customer each represent that it is not named on any U.S. government denied-party list. Customer will not permit any Administrator and/or Authorized User to access or use the Services in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
    10. Early Access and Betas.ServiceAgent may offer optional Early Access and Betas. Use of Early Access and Betas is permitted only for Customer's internal evaluation during the period designated by ServiceAgent (or if not designated, a maximum of 14 days). Either Party may terminate Customer's use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features never released. Notwithstanding anything else in this Agreement, ServiceAgent offers no warranty, indemnity, and is not liable for any loss caused to the Customer.
    11. Governing and Jurisdiction.The Agreement shall be governed in all respect by the laws of the state of Delaware without regard to its conflict of law provisions. If any litigation is validity instituted in connection with this Agreement, the Parties hereby consent to the exclusive personal jurisdiction of the state and federal courts in Delaware and waive any objection as to venue or inconvenient forum. The Parties hereby waive any right to a jury trial of all claims or causes of actions in connection with a dispute related to this Agreement. To the extent permitted by applicable law, the Parties hereby waive their rights to assert any claim as plaintiff or class member in any purported class action, collective action, and other representative proceedings with respect to the Service.
    12. Assignment.This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other Party. Provided, however, either Party may assign this Agreement without such consent to a successor in interest.
    13. Waivers.No waiver shall be deemed to have been made by either party unless expressed in writing and signed by the waiving party. Any such written waiver shall not constitute a waiver of any prior or future obligations to comply with such term, provision, condition or requirement.
    14. Survival.The following clauses will survive termination or expiration of this Agreement: Clause 9 (Disclaimers), Clause 6 (Pricing, Billing and Refund Policy), Clause 10 (Limitations of Liability), Clause 11 (Indemnification), Clause 8 (Confidentiality), Clause 4 (Intellectual Property Rights), Clause 13 (Miscellaneous), and Clause 7 (Protection of Data) till the time ServiceAgent has access to Customer Data.