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Terms and Conditions

Contract Entered After January 1, 2022​

(For contract entered prior to Jan 1 2022 see relevant terms and conditions)

Section Platform Services Terms and Conditions​

These Section Platform Services Terms and Conditions (the “Terms”) are incorporated into and made part of any Order Form (defined below) referencing these Terms, and governs the relationship between the party identified on the Order Form referencing these Terms(“You”), and section.io Incorporated, a Delaware corporation (“Section”). “Effective Date” is the effective date of each Order Form referencing these Terms. Capitalized terms not defined in the body of the Terms are defined in Section 16 or the associated order form. Each Order Form referencing these Terms constitutes a separate agreement, and each Order Form and these Terms is an “Agreement.” In consideration of the foregoing and the mutual covenants and conditions set forth below, the parties agree as follows:

The Service​

This Agreement governs Your use of the Service. “Order Form” means an order for the Service and any ancillary services , (whether a document, online form, or other ordering process approved and accepted by Section) signed by Your authorized representative that reference these Terms and is accepted by Section. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Section regarding future functionality or features. Notwithstanding the previous sentence, the parties may agree in an Order Form that Section will create custom features or functionality to enhance the Service.

Free Plan​

If you have signed up for a no-cost Service, such as Section’s Free plan (“Free Plan”), then the following terms and conditions apply to Section’s provision of and your use of the Free Plan Service notwithstanding anything to the contrary in these Terms. The Free Plan is provided without any Service Level Agreements and without maintenance and support. As such, Section’s Service Level Agreements and uptime guarantees and do not apply to the Free Plan. Section 2.3(b) does not apply to Your use of the Free Plan. Section 8.3 (Functionality Warranty) does not apply to the Free Plan. With regard to the Free Plan, the first paragraph of Section 11 (Limitation of Liability) is deleted and replaced with: SECTION’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $100.00. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

1. License Grant & Restrictions​

1.1 Subscription to the Service.​

Subject to the terms of this Agreement, Section hereby grants to You a non-transferable, non-exclusive subscription for Your use of the Service, without the right to sublicense, as authorized and limited by the terms of the applicable Order Form, in accordance with the Documentation, solely for Your business purposes of (a) using the Service to create Your Solution, and (b) offering Your Solution to your customers. Section and its licensors reserve all rights not expressly granted to You in this Agreement. For avoidance of doubt, You must maintain a license to the Service in order to create and allow Your customers to use Your Solution. You shall comply with the Documentation.

1.2 Restrictions.​

You shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Service for a third-party’s benefit unless such use has been authorized by Section; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Service available to any third-party not authorized by Section; (iii) modify or make derivative works to the source code the Service; (iv) reverse engineer or decompile the Service; (v) interfere with or make use of the Service in any manner not consistent with the Documentation, or (vi) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Notwithstanding anything to the contrary in this paragraph, the parties acknowledge that You may only configure or customize the Service in accordance with the Documentation.

2. Your Responsibilities & Rights​

2.1 Your Accounts.​

You are responsible for all activity occurring under Your User accounts. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service and Your Solution, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and will notify Section promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) not impersonate another Service user or provide false identity information to gain access to or use the Service. You will not attempt to or use Your access to the Service to knowingly interfere with or disrupt: (x) the integrity or performance of the Service or the data contained therein, or (y) other Section customers’ use of the Service. The Service contains certain administrative controls that You can use to limit access to and use of the Service.

2.2 Your Solution.​

You shall develop Your Solution in accordance with the Documentation and any other guidelines made available to You by Section. You are solely responsible for Your Solution, including any data, text, images or content contained therein or processed by Your Solution. In addition to the foregoing, Section specifically disclaims all liability, and You shall be solely responsible for the development, operation, and maintenance of Your Solution except as expressly set forth to the contrary herein, and for all materials that appear on or within Your Solution. You shall, without limitation, be solely responsible and liable for: (a) features functions of Your Solution; (b) the accuracy and appropriateness of any materials or content posted on or within Your Solution (including, among other things, any product-related materials); (c) ensuring that any materials or content included within Your Solution do not violate Applicable Law or the Documentation, and do not promote illegal activities or violate third parties’ rights; (d) to the extent Your Solution collect personal information from individuals, ensuring that Your Solution accurately and adequately discloses, in accordance with Applicable Law, either through a privacy policy or otherwise, how You collect, use, store, and disclose data collected from visitors; and (e) any of Your users' or customers' claims relating to Your Solution or any of Your services utilized in connection with Your Solution. You acknowledge that the operation of Your Solution is dependent on Your proper configuration of the Service and Your Solution, the availability of and proper performance of third-party services, software, and Internet technology, and Section is not liable for performance issues or downtime of Your Solution to the extent caused by such factors.

2.3 App Hosting.​

You acknowledge and agree that: (a) Your Solution must be operated on the Service to operate as intended, and (b) without paying for a subscription to the Service, Your Solution are inaccessible and unusable.

2.4 Traffic.​

You are responsible for all communications, content, and other data originating from or directed by You in the course of Your use of the Service. You shall protect Your authentication keys and any other log-in or security credentials related to the Service (“Credentials”). You are responsible and liable for all actions taken with your Credentials.

2.5 Third Party Infrastructure.​

Section offers Third Party Infrastructure through the Service that You may choose to use and implement as part of Your Solution. If you do not choose Third Party Infrastructure that is necessary for Your Solution to operate, the Service will choose the Third Party Infrastructure on Your behalf based on Your other configuration choices for the Service. Section may change (including remove) Third Party Infrastructure in its discretion. Your Use of Third Party Infrastructure may be subject to additional terms and conditions (“Additional Terms”). Additional Terms may change or be updated from time to time, and You are responsible for reviewing and complying with the Additional Terms that apply to the Third Party Infrastructure.

2.6 Third Party Software.​

You are solely responsible and liable for all Third Party Software, including, without limitation, (a) the operation, features, and functionality of the Third Party Software, (b) obtaining all necessary rights and licenses to use the Third Party Software in the Solution and allow Customers to use the Third Party Software, and (c) complying with all terms and conditions governing Your use of Third Party Software.

2.7 Information.​

You acknowledge that the outcomes and results from Your use of the Service is dependent on your configuration of the Service, and that You shall provide Section and the Service correct and complete information.

2.8 Backup.​

You are responsible for taking appropriate action to secure, protect and backup Your accounts and Your Data in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Data from unauthorized access and routinely archiving Your Data.

2.9 Your Customers.​

To the extent that Your Customers use or access the Service, You are responsible for Your Customers’ acts and omissions.

2.10 Authorized Use Policy.​

You shall comply with the then-current version of Section’s Acceptable Use Policy (“AUP”).

3. Security; Data​

3.1 Security.​

Section has implemented Appropriate Security Measures based upon industry best practices and feedback from annual third-party audits. Audit reviews and summary results and any recommended action items will be made available upon written request by You. Section does not control, and has no responsibility or liability for, security issues caused by third-party services, systems or technologies.

3.2 Your Data.​

Section does not own Your Data. You are solely responsible and liable for the content of Your Data including without limitation the accuracy, quality, integrity, legality, reliability, appropriateness of the foregoing, and obtaining any Intellectual Property Rights ownership or right to use the foregoing. You will not provide, upload, post or transmit any Your Data that: (a) infringes or violates any Intellectual Property Rights, publicity/privacy rights, law or regulation; or (b) contain Malicious Code. Section may take remedial action, including immediate suspension of Your access to the Service if Your Data violates this paragraph.

3.3 Usage Data.​

Without limitation, Section may: (i) internally use and modify any Usage Data for the purposes of providing services to You , (ii) use and leverage learnings derived from Usage Data to enhance the Service for You and other customers, and (iii) publish Usage Data in a de-identified form including aggregated data for our business purposes without restriction. For the avoidance of doubt, such permitted uses of Usage Data shall include, but are not limited to, measurement of the number of transactions executed against tables in Section’s or solution developer tables and collection of technical logs, data, and learnings about Your use of the services (e.g., frequency of logins, volume of data collected or sent). Usage Data is distinct from Your Data and Section may not use Your Data for any reason without express written permission from You.

4. Intellectual Property Ownership; Other Rights​

4.1 Section.​

Section and its licensors own all rights, title and interest, including all related Intellectual Property Rights, in and to the Service, provided however, that Section does not own Your Solution. The Section name, the Section logo, and the product names associated with the Service are trademarks of Section or third parties. All rights not expressly granted in this Agreement by Section are reserved by Section.

4.2 You.​

You retain all of your right, title and interest in and to the Your Data and Your Solution, provided that Your rights in Your Solution does not include any rights in or to the Service. You grant to Section all necessary licenses and rights in and to Your Data and Your Solution solely as necessary for Section to provide the Service to You or as required by law. Section will not knowingly use or access any Your Data and Your Solution except as necessary to provide the Service. You hereby grant Section a nonexclusive, world-wide, royalty-free, paid-up, perpetual, irrevocable license to all of Your Intellectual Property Rights in Your Data and Your Solution solely to the extent necessary to provide you the Service.

4.3 Feedback.​

In the event You elect to communicate to us suggestions for improvements to the Service or related services (collectively, "Feedback"), Section shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and Section shall be entitled to use the Feedback without restriction. Furthermore, any other content or information You post or provide to Section via comments, forums, emails and the like (collectively, "Communications") shall be considered the property of Section. You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as Section may require to document, perfect, and maintain our rights to the Feedback and Communications.

4.4 Press.​

Subject to prior approval, You grant Section the option to issue a press release after execution of this agreement announcing that You have become a Section customer.

5. Fees, Billing, Renewal​

5.1 Fees.​

Fees for the initial term of the Service are described in an associated Order Form. Any renewal charge will be based on Section’s then-current fees. All fees are described and payable in U.S. Dollars. Section’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Section’s income. If You change Your Service plan between Free, Standard or Pro, Section may charge Your credit card on file immediately for the entire monthly fee for the new plan. Any remaining unused balance of pre-paid fees for Your prior plan will be credited to your next payment. If You downgrade any Service plan, you will not be refunded or credited any amount.

5.2 Billing; Payment.​

Section will issue invoices to You as described in an Order Form, provided that if the Order Form does not state invoice terms, Section will invoice You annually in advance. Unless otherwise stated in an Order Form, You shall pay all invoiced amounts within 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information and notifying Section of any changes to such information. All payment obligations are non-cancelable, and all amounts paid are nonrefundable, except as expressly set forth in the Agreement to the contrary.

5.3 Non-Payment.​

In addition to any other rights granted to Section herein, Section reserves the right to suspend Your access to and use of the Service if You fail to pay any undisputed amount owed within 15 days of Your receipt of written notice from Section that Your payment is overdue. Overdue amounts are subject to a late charge of 2.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection.

6. Term​

Free Service Plan​

The Order Form commences on the Effective Date and will continue indefinitely until terminated as allowed herein (for the Free Service plan, the “Term”). In addition to any other termination rights in the Terms, Section many terminate these Terms as they apply to a Free Plan at Section's sole discretion without notice, and either party may terminate these Terms as they apply to a Free Plan with 7 days prior written notice to the other party.

Standard and Pro Service Plan​

Each Order Form commences on the Effective Date and will continue for one month, after which it will automatically renew for subsequent one month periods until the Agreement is terminated by either party as allowed by the Terms, including, without limitation, by delivering at least 30 days prior written notice (for either the Standard or Pro plan, the “Term”).

Enterprise Service Plans​

Each Order form commences on the Effective Date and will continue for the initial term specified in the associated Order Form, and if no initial term is specified in the Order Form, then for a term of 1 year (“Initial Term”) from the Effective Date unless terminated earlier as allowed in this Agreement. Upon the expiration of the Initial Term, the term of each Order Form will automatically extend for successive terms of 1 year at Section’s then-current list price fees, unless either party terminates this Agreement, by notifying the other party in writing at least 60 business days prior to the expiration of the Initial Term or then-current extension term in which case the Agreement will terminate upon the expiration of the Initial Term or then-current extension term. Collectively, the Initial Term and any extension terms are the “Term.” for any Enterprise Service plan

7. Suspension; Termination​

7.1 Termination for Breach.​

Either party may terminate this Agreement or any Order Form upon written notice if the other party materially breaches the Agreement or Order Form and does not cure such breach within 30 days after written notice of such breach.

7.2 Suspension.​

Section may suspend Your access to and use of the Service immediately without notice if: (a) You are in breach of this Agreement, Additional Terms, or any Order Form, (b) Your use of the Service poses a security risk to the Service or any third party, (ii) Your use of the Service could adversely impact our systems, the Service or the systems or another Section customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent or constitute intentional misconduct or gross negligence, (c) Section has termninated the Terms as they apply to a Free Plan as described in Section 6 of this Agreement. Section will not reinstate access and use until You have cured the cause of the suspension.

7.3 Effects of Termination.​

Upon the termination of this Agreement or any Order Form for any reason, any amounts owed to Section by You under this Agreement or Order Form before such termination will become immediately due and payable and all rights granted by Section under the Agreement shall immediately terminate. The rights and duties of the parties under Sections 3.3, 4, 5, 7.3 and 9-16 of the Agreement will survive the termination or expiration of this Agreement. In no event will termination relieve You of Your obligation to pay any fees payable to Section for the period prior to the effective date of termination. Upon termination of the Agreement, each Order Form then in effect shall continue for the remainder of its then-current term, without any further automatic renewal or extension, pursuant to its terms and the terms of the Agreement.

8. Representations & Warranties​

8.1 Mutual Warranty.​

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

8.2 Data Warranty.​

You represent and warrant that You own or have obtained all rights, consents, permissions, or licenses necessary to allow Section and the Service access to, or possession, manipulation, processing, or use of, the Your Data.

8.3 Functionality Warranty.​

Section warrants that during the Term, the Service will operate in substantial conformity with the then-current version of the applicable Documentation. As Section’s sole obligation and Your sole and exclusive remedy for any breach of the foregoing warranty, Section shall use reasonable efforts to correct any non-conformance in the operation of the Service with this warranty of which You notifies Section within 30 days after the occurrence of such breach and, if Section cannot correct such error within 30 days from Section’s receipt of the notice, then You may terminate this Agreement pursuant to Section 8.1.

8.4 Third Party Software.​

You represent and warrant that You have the right to (a) access and use with the Third Party Software as implemented and used by You in association with the Service and Solution, and as used by Customers. If Your Solution cannot, for any reason not caused by Section, access any Third Party Software: (a) Your Solution may not be able to provide those features or functionalities, and (b) Section will be excused from any nonperformance of Your Solution.

8.5 Your Additional Warranties.​

You represent and warrant: (i) that You are solely responsible for Your Solution, including without limitation, the accuracy, appropriateness and completeness thereof, (ii) that You have the necessary rights and licenses, consents, permissions, waivers and releases to use Your Data, and to provide Your Data to Section; (iii) that Your Data and Your Solution do not (a) violate, misappropriate or infringe any rights of us or any third-party, (b) constitute defamation, invasion of privacy or publicity, or otherwise violates any rights of any third-party, or (c) contain Malicious Code.

9. Disclaimer of Warranties​

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, SECTION AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE SERVICE, ANY CONTENT, OR ANY PROFESSIONAL SERVICES PROVIDED UNDER THIS AGREEMENT, AND THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SECTION AND ITS LICENSORS.

10. Mutual Indemnification​

10.1 Your Indemnity.​

You shall indemnify and hold Section, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of, or in connection with a claim arising from or related to (a) the Your Data, Third Party Software procured by You, and Your Solution, (b) your use of the Service in breach of the Agreement, (c) Your Customers, including their use of the Solution or Service, or (d) Your violation of Applicable Law, rule, or regulation.

10.2 Section’s Indemnity.​

If any action is instituted by a third-party against You based upon a claim that the Service but expressly excluding Your Solution, as provided, infringes a United States patent, copyright or trademark, then Section will defend such action at its own expense on behalf of You and will pay all damages attributable to such claim which are finally awarded against You or paid in settlement of such claim. Section may, at its option and expense, and in addition to defending You as set forth in the previous sentence, as Your exclusive remedy hereunder: (a) procure for You the right to continue using the Service; (b) replace or modify the Service so that it is no longer infringing but continues to provide comparable functionality; or (c) terminate this Agreement and Your access to the Service and refund any amounts previously paid for the Service attributable to the remainder of the then-current term of this Agreement. Section will have no liability to You for any infringement action that arises out of a breach of the terms and conditions of this Agreement by You or of the use of the Service (i) after it has been modified by You or a third-party without Section’s prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by Section where the combination is the basis for the infringing activity. This paragraph sets forth the entire obligation of Section and Your exclusive remedy against Section or any of its suppliers for any infringement claim.

10.3 Procedure.​

A party seeking indemnification under this Section 10 will (a) give written notice of the claim promptly to the other party; (b) give the other party sole control of the defense and settlement of the claim; and (c) provide to the other party all available information and assistance.

11. Limitation of Liability​

EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 10, OR BREACH OF ITS OBLIGATIONS IN SECTION 12, NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 24 MONTHS PRECEDING THE FIRST INCIDENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5.

EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 10, OR BREACH OF ITS OBLIGATIONS IN SECTION 12, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, OR ANY LOST PROFITS, LOSS OF DATA, REVENUE, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Confidentiality.​

12.1 Confidential Information.​

Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”).

12.2 Protection of Confidential Information.​

The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section 12.2. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

12.3 Exceptions.​

The Receiving Party’s obligations under Section 12.2 with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third-party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Disclosure pursuant to Section 12.3(iii) shall not render Confidential Information as non-confidential or remove such Confidential Information from the obligations of the confidentiality obligations set forth in this Section 12.

12.4 Return of Confidential Information.​

The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 12.4.

13. Assignment; Change in Control​

This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in the case of either Party, in which case the Party may assign the Agreement and its rights and obligations in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) Section, (ii) a sale or other disposition of all substantially all of the assets of Section, or (iii) any other form of combination or reorganization involving (directly or indirectly) Section. Any purported assignment in violation of this section shall be void.

14. Choice of Law; Dispute Resolution​

This Agreement shall be governed by Colorado law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Any action for enforcement or interpretation of this Agreement, or any proceeding in any way relating to the subject of this Agreement, must be instituted only in the state or federal courts in the County of Denver, State of Colorado. Each party hereby consents to the personal jurisdiction of the Colorado courts in any such action, and waives any objection in any such action based on improper venue, inconvenient forum, or similar grounds.

15. General​

No text or information set forth on any other purchase order, preprinted form or document (other than an associated Order Form or invoice, if applicable) shall modify the terms and conditions of this Agreement. In the event of a conflict between the terms in the main body of this Agreement and the terms in any Order Form or invoice, the Order Form or invoice will prevail and control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between You and Section. You shall not use Section’s name or trademarks publicly without Section’s prior consent. The failure of Section to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by Section in writing. This Agreement, together with any associated Order Form or invoice comprises the entire agreement between You and Section and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. All notices required or permitted under this Agreement must be delivered in writing by courier, facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at its address set forth in this Agreement. Notice hereunder will be effective (a) upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party’s country, whichever occurs sooner, or (b) if delivered by email, upon receipt of email if delivered by email with a fax or overnight courier confirmation sent on the same day. Any notice to Section will be delivered to Section at the address set forth in the applicable Order Form (unless the address is subsequently updated by Section in writing. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure. This Agreement may be signed by facsimile or electronic signature, and/or in counterparts, each of which will constitute an original, but all of which together will constitute the same instrument.

16. Definitions​

As used in this Agreement the following terms have these meanings:

“Affiliate” means any entity (now existing or hereafter formed or acquired), which, directly or through one or more intermediaries, controls, is controlled by, or is under common control with, another entity. Ownership of fifty percent (50%) or more of the voting stock, membership interests, partnership interests, or other equity of an entity shall be deemed to be in control over such entity.

“Applicable Law” means any and all laws, statutes, ordinances, rules, regulations, directives, edicts and similar governmental requirements of all international, federal, provincial, state, county, city, and borough departments, bureaus, boards, agencies, offices, commissions and other subdivisions thereof, or any other governmental, public, or quasi-public authority, in each of the foregoing cases, that is applicable to party to this Agreement at a particular moment in time.

“Appropriate Security Measures” means commercially reasonable technical, physical and procedural controls to (i) protect Your Data against destruction, loss, alteration, unauthorized disclosure to third parties, and unauthorized access by employees or contractors employed by Section, and (ii) prevent the introduction of Malicious Code into the Service.

"Customer” means any third party to whom you allow access to and use of Your Solution.

“Your Data” means any business data, information or content (including without limitation personally identifiable information) provided, made available, or submitted by You to the Service through Service APIs, including through Your Solution or any other API calls.

“Documentation” means Section’s published documentation, knowledge base articles, price sheets, and other content, and technotes that are generally made available by Section to all customers, including without limitation the materials located at https://www.section.io/docs/.

“Force Majeure” means events or circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Section’s employees), telecommunications or network failures or delays, service or computer failures involving services, hardware, or software not within Section’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks).

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Malicious Code” means code, files, scripts, agents, programming routines, macros, or programs intended to or that may do harm, damage, or surreptitiously intercept or expropriate any system, network, software, data or personal information including, for example, viruses, worms, time bombs and Trojan horses.

“Service” means Section’s Edge platform for applications with the specifications and features identified in the applicable Order Form and Documentation, along with any software made available by Section in connection with such services, including software development kits and application programming interfaces.

“Third Party Software” means (a) a third-party’s software application or service procured by You at Your cost, and (b) software developed by You, in each of the foregoing cases, to be used in conjunction with the Service to create Your Solution.

"Third Party Infrastructure” means any IT or network infrastructure provided by third-parties that is offered by Section for configuration and use through the Service.

“Usage Data” means any and all data collected or generated by the Service or Section related to or in connection with Your use of the Service, provided that it does not identify You (including without limitation, any information of or related to device data and information, network monitoring, analysis in an aggregated form).

“User(s)” means individuals authorized by You to use the Service, and may include Your employees, representatives, consultants, contractors, partners, agents, suppliers or vendors.

“Your Solution” means any new software and technology solution you create using the Service, Third Party Software, and Third Party Infrastructure that you will offer for use to third parties.

Terms and Conditions

Contract Entered Prior to January 1, 2022​

READ THIS AGREEMENT CAREFULLY BEFORE USING ANY Section SERVICE. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN Section AND YOU, INCLUDING ANY Section CUSTOMER, USER, OR WEBSITE VISITOR, (collectively referred to herein as "Customer").

Terms of Service​

These Terms of Service form part of an agreement (this/the "Agreement") between section.io Incorporated and its subsidiaries (collectively or separately "Section") and Customer. This Agreement governs provision of Section's services (the "Service") and is effective as of the moment Customer indicates agreement at the Section website, as of the moment the two parties sign a paper version, or as of the moment Customer uses any Section website or element of the Service (whichever comes first).

In addition to these Terms of Service, this Agreement consists of the following, each of which is incorporated into this Agreement by this reference:

Section's service level agreement Section's acceptable use policy (the "AUP"); and Section's privacy policy (the "Privacy Policy") Section's data protection addendum (the “DPA”)

1. THE SERVICE.​

(a) Section will provide the Service pursuant to this Agreement. Customer agrees that the Service is for business use and not for consumers, and Customer hereby affirms: (i) that it will use the Service for business purposes and not for personal, family, or household purposes; and (ii) that it is not an individual less than 18 years old.

(b) The Service will include such optional features ("Optional Features") as are reflected in any Section quote accepted by Customer and any other ordering records maintained by Section (collectively, Customer’s "Signup"). Optional Features may include: (i) consulting or other professional services provided by Section’s staff (including without limitation independent contractors operating under the Section name); and (ii) software and other products and services Customer acquires from Section. Optional Features are subject to the same terms and conditions as other elements of the Service, including without limitation the disclaimers and limitations of liability in Section 9 below, except as specifically set forth in this Agreement. Optional Features are also subject to the terms and conditions of any statement of work executed by authorized representatives of Customer and Section.

(c) The Service does not include any software, consulting service, or other product or service not provided by Section (collectively, "Third Party Products and Services").

(i) Third Party Products and Services include, without limitation: (A) any third party consulting services that assist Customer in utilizing the Service or otherwise relate to the Service, including such services provided by third parties Section referred to Customer; and (B) any and all software and other products and services Customer acquires through Section Exchange, unless such product or service is specifically designated “Provided Directly by Section.”

(ii) THIRD PARTY PRODUCTS AND SERVICES ARE NOT PART OF THE SERVICE, AND CUSTOMER ACQUIRES THEM DIRECTLY FROM THE THIRD PARTY PROVIDER pursuant to such contract as Customer and the third party provider may execute. Section IS NOT RESPONSIBLE OR LIABLE FOR THIRD PARTY PRODUCTS AND SERVICES, EVEN IF Section RECOMMENDS THE THIRD PARTY PROVIDER, EVEN IF THE THIRD PARTY PRODUCTS AND SERVICES ARE RELATED TO THE SERVICE OR TO CUSTOMER’S ABILITY TO RECEIVE OR EXPLOIT THE SERVICE, AND EVEN IF Section ACTS AS THE THIRD PARTY PROVIDER’S AGENT IN DELIVERING THE THIRD PARTY PRODUCT OR SERVICE, IN COLLECTING PAYMENT, OR IN OTHER WAYS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Section WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR MAINTENANCE, UPDATES, OR UPGRADES OF THIRD PARTY PRODUCTS AND SERVICES OR FOR INTELLECTUAL PROPERTY INFRINGEMENT BY THIRD PARTY PRODUCTS AND SERVICES, AND Section PROVIDES NO WARRANTY OR INDEMNITY RELATED TO THIRD PARTY PRODUCTS AND SERVICES. In the event that Section is held responsible or liable for Third Party Products and Services, despite the provisions of this Subsection 1(c)(ii), such responsibility or liability will be subject to the disclaimers and limitations of liability in Section 9 below.

2. THIS IS A LIMITED USE LICENSE.​

Section hereby grants you a limited, revocable, non-exclusive, non-transferrable (except as provided below) license to use the Section Services solely for your personal or business use during the term of this Agreement. If you are a Registered User, your use of the Section Services is limited to your Subscription Level ordered. If you are a Visitor, your use is limited to areas of the Site not requiring registration. You acknowledge that Section reserves all rights relating to Section Services not expressly granted to you herein.

You will not nor permit anyone else to:

a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Section Services;
b) copy, reproduce, modify, translate, or create derivative works based on the Section Services, including but not limited to framing or mirroring Section Content on another server, site or device;
c) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to Section Services;
d) use Section Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;
e) use Section Services for the benefit of a competitive offering to any of the Section Services or to intentionally harm or discredit Section or the Section Services;
f) access or attempt to gain unauthorized access to Section Services, or to access the Section Services by any means other than standard interface that Section has provided to you;
g) use or launch any automated system, including without limitation, robots, spiders, or offline readers, to access Section Services;
h) use Section Services in any manner that or participate in or promote activities that could damage, disable, overburden, or impair Section Services or interfere with any other party’s use and enjoyment of the Section Services;
i) remove any proprietary notices from Section Services;
j) violate the Acceptable Use Policy.

3. PAYMENT PLANS & TERMS.​

(a) Customer will pay for the Service pursuant to one of the following payment plans, as listed in Customer's Signup:

(i) Customer pays monthly, or on such other prepayment period as is listed in Customer's Signup (“Term”), for a package of Service listed in Customer's Signup (Customer's "Service Package"). Payment is due before the start of each prepayment period, including renewed prepayment periods. Customer may increase ("Upgrade") its Service Package through the contacting Section customer support via customer portal at https://support.section.io (the "Customer Portal"). Additional charges will go into effect upon Upgrade, and Section may charge a prorated increase in Service fees for the payment period during which the Upgrade occurs, on a daily basis (or at such times as it chooses). Each Prepaid Plan will renew automatically at the end of its prepayment period. If the prepayment period is one month or less, Customer may cancel the Prepayment Plan on 30 days' advanced written notice. If the prepayment period exceeds one month, Customer may cancel the Prepaid Plan at any time during the first 30 days of a renewed prepayment period, and if Section has already charged Customer for such period, it will refund the fees, prorated to deduct for the time between start of the prepayment period and cancellation. Customer will provide notice of cancellation through the Customer Portal or otherwise in writing to support@section.io. Each Plan will renew automatically at the end of its Term. Customer may terminate any Plan with 30 days' notice, prior to the end of the Term.

Fees for Optional Services are in addition to fees for Prepaid Plans. Section may bill Customer separately, on a monthly or other periodic basis, for Optional Features, pursuant to Section's standard policies.

(b) Customer will pay Section's standard fees for the Service, including for Optional Features, as such fees may be revised from time to time. However, if Customer and Section agree to alternate fees in Customer's Signup, or in a Statement of Work for consulting-related Optional Features, such alternate fees will apply until the end-date specifically listed in the Signup or Statement of Work, or if no end-date is listed, for 1 year. Thereafter, alternate fees will revert to Section's then-standard fees. Customer will pay any set-up or other fees required pursuant to Section's standard policies. Customer will make all payments in United States dollars. Section is not required to issue refunds or credits except as specified in this Agreement. Without limiting the generality of the foregoing:

(i) fees for Prepaid Plans are non-refundable, except as specifically set forth in Subsection 3(a)(i) above; and

(ii) no credit will entitle Customer to a refund. Promotional credits and SLA credits issued by Section may not be used to pay for Optional Features, and no credit issued by Section may be used for Third Party Products and Services.

(c) Customer will notify Section of any billing dispute, providing details regarding the nature of the dispute and the amount, within 15 days of the date on the invoice in question, or waive such dispute. Any payment not received when due will, at Section's option, bear interest at a rate of 1.5% per month from the date due until paid, to compensate Section for the time-value of the unpaid fees. In addition, Section may charge a late fee of $19.99 per week, as liquidated damages, starting on the first day after any payment is due. Such liquidated damages compensate Section for administrative expenses related to unpaid fees.

(d) Service fees for Prepaid Plans apply regardless of the cause of the Service usage or overage, even if caused by hacker activity or other third party actions. Section is not required to issue or provide a roll-over of Service (memory or data) to a future month, a credit, or any other refund in the event that Customer under-utilizes its Service Package.

(e) Customer will maintain a valid credit card on file at all times. Section may charge such card for Service fees or other fees on the first business day prior to any payment due-date. Customer will update credit card information as necessary in the Customer Portal. If any charge attempt is denied, Section may interrupt Service without advanced notice but will make reasonable efforts to provide such notice.

4. TERM AND TERMINATION.​

(a) This Agreement will continue until terminated by either party pursuant to the procedures set forth in this Section 4.

(b) Customer may terminate this Agreement for material breach, effective on 30 days’ written notice specifying the nature of the breach, provided this Agreement will not terminate if Section cures the breach before the effective date of termination. Customer may also terminate this Agreement for convenience.

(c) Section may terminate the Service, any portion thereof, or this Agreement for material breach, including without limitation any breach of the provisions of the AUP or of the payment obligations set forth in Section 3, without advanced notice. Section is not required to refund any fees paid or prepaid after such termination. Section may also terminate this Agreement for convenience at any time. Section will provide 30 days’ advanced written notice of any termination for convenience.

5. ACCEPTABLE USE.​

(a) Customer represents that it has read the AUP, and Customer will adhere to its requirements.

(i) Without limiting the generality of the foregoing, Customer will not allow the Service or Section equipment to be used for activities prohibited by the AUP. Third party violations of the AUP using Customer’s Service, including any IP addresses, points of access to the Internet, systems, software, or equipment assigned to Customer, will be considered violations by Customer.

(ii) Notwithstanding any provision to the contrary in this Agreement, and without limiting any of Section’s rights or remedies, Section may suspend Service in whole or in part in the event that Section reasonably suspects an AUP violation. Reasonable suspicion pursuant to the preceding sentence includes, without limitation, a third party notice or claim that Customer’s use of the Service infringes on third party rights. Section will make reasonable efforts to notify Customer before any such suspension, unless the AUP violation calls for immediate action to prevent injury or liability, in Section’s opinion and at its sole discretion. Suspension pursuant to this Subsection 5(a)(ii) may continue so long as Section reasonably suspects an AUP violation. Section is not liable for any Service suspension authorized by this Subsection 5(a)(ii), or for any related loss, even if the suspected AUP violation did not occur.

(b) Section has no obligation to monitor the Service for AUP violations or for other illegal or improper conduct but may do so and may disclose information regarding use of the Service for any reason, including: to satisfy laws, regulations, or governmental, legal, or law-enforcement requests; to operate the Service properly; and to protect itself and its customers. Section may grant law enforcement agencies access to its equipment, including equipment used to provide the Service to Customer.

6. SERVICE LEVELS & REMEDIES.​

(a) Section will not be liable for Service interruptions or any other Service failures except as specifically set forth in the SLA and in this Section 6. In the event of hardware failure: (i) Section will make reasonable efforts to recover lost data, upon Customer’s request, but data-recovery is not guaranteed; and (ii) Section will provide such credits as are required by the SLA (if any). In the event that Customer is dissatisfied with the Service, Customer’s sole remedies are those listed in the SLA and in this Section 6, or termination of this Agreement as authorized pursuant to Section 4 above. Remedies listed in the SLA do not apply to any Service interruption authorized pursuant to Section 7 or any other provision of this Agreement, and Section will not be liable for any such interruption.

(b) All Service features, whether or not addressed in the SLA, are provided pursuant to the provisions of Section 9 below and the other terms and conditions of this Agreement.

7. MAINTENANCE & SECURITY.​

(a) Section may interrupt Service to perform maintenance on Section equipment or to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. Section will exercise reasonable efforts to inform Customer before interrupting Service and to repair the Service promptly.

(b) Customer is responsible for maintaining security and for maintaining patches and disaster recovery systems, except to the extent Section specifically accepts such responsibility by listing such service features in Customer’s Signup (subject to the limitations of liability in Section 9 and elsewhere in this Agreement). Section is not responsible for providing physical access to or copies of software, data, or content stored on Section’s equipment under any circumstances and is not required to provide network access (i) after any termination or suspension of Customer’s Service or (ii) in the event of hardware failure, abuse by hackers or other third parties, improper administration by Customer, or other interruption of network access.

(c) Section is not required to reimburse any expenses Customer incurs for technology diagnosis or repair, including without limitation expenses for outside consultants.

(d) Customer is responsible for ensuring that credit card data is not transmitted to, through or via the Section Service.

(e) Section will maintain all applicable PCI DSS requirements to the extent Section possesses or otherwise stores, processes, or transmits cardholder data on behalf of Customer, or to the extent that Section could impact the security of the customer’s cardholder data environment. Section's PCI Responsibility Matrix must be received and ackowledged by the Customer to receive PCI services. Customer may not use Section for credit card transaction purposes without prior written arrangement.

8. PRIVATE AND CONFIDENTIAL INFORMATION.​

(a) Section will adhere to the provisions of the Privacy Policy. Section is not responsible for use or misuse of data by any third party, including without limitation providers of Third Party Products and Services, the operator of any website linked to Section’s website, or any Section customer, even if Section hosts such customer’s Website. Customer understands that the Privacy Policy applies only to the Service and to Section’s website. Section may notify Customer of leaks or exposure of private data, but except to the extent required by law, Section is not required to provide such notification.

(b) Customer will employ reasonable security precautions in its use of the Service, including without limitation encryption of social security numbers, medical records, and information of similar sensitivity belonging to Customer or to its customers or users.

(c) Customer will not use Confidential Information (as defined below) for any purpose other than to facilitate the Service. Except as specifically authorized in writing in advance by Section, Customer will not disclose Confidential Information to any third party, and will prevent any such disclosure of Confidential Information in Customer’s possession or control. Without limiting the generality of the foregoing, Customer will take reasonable precautions to protect Confidential Information and will not disclose Confidential Information to any of its employees or contractors who do not need to know. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; provided Customer gives Section advanced notice reasonably sufficient to allow Section to seek a protective order or otherwise to contest such required disclosure, and reasonably cooperates in such effort. Customer will promptly notify Section in writing of any misuse or misappropriation of Confidential Information that comes to Customer’s attention and will cooperate with Section in investigating any such misappropriation and in mitigating any damages caused. Upon termination of this Agreement or upon Section’s written request, Customer will return all Confidential Information to Section and certify, in writing, the destruction of any copies thereof.

(i) “Confidential Information” refers to any information Section provides to Customer in any form and marks “Confidential,” and any information Section discloses orally and identifies as “Confidential” on or before disclosure. However, Confidential Information does not include information that: (A) is in Customer’s possession at the time of original disclosure by Section; (B) is independently developed by Customer without use of or reference to information provided by Section; or (C) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction.

(ii) Customer agrees that breach of the provisions of this Subsection 8(c) might cause Section irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, Section will be entitled to preliminary, temporary, and/or permanent injunctive relief against such breach or threatened breach, without the necessity of proving actual damages.

9. WARRANTIES, DISCLAIMERS, & LIMITATIONS OF LIABILITY.​

(a) Section MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Section does not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components. The Service is provided with no warranties regarding security, reliability, protection from attacks, data integrity, or data availability (including without limitation data integrity or availability related to cloud storage features of the Service). Except to the extent specifically provided in the SLA, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. No communication between Customer and Section will create a warranty or in any way alter or restrict any disclaimer of warranty or limitation of liability set forth in this Section 9 or elsewhere in this Agreement. As used in the previous sentence, “communications” include, without limitation, marketing materials and representations of salespeople, advice provided by Section or any of its representatives, quotes, Customer’s Signup, and any work order or other ordering document.

(b) Section WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. Section’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER DURING THE 12 MONTHS PRECEDING THE INJURY GIVING RISE TO THE CLAIM.

(c) Except to the extent specifically provided in Section 6 above, and except to the extent that applicable law specifically forbids such limitation of liability, Section WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM ANY OF THE FOLLOWING OR FROM ANY Section EFFORTS TO ADDRESS OR MITIGATE ANY OF THE FOLLOWING: (i) SECURITY BREACHES, INCLUDING WITHOUT LIMITATION EAVESDROPPING, THIRD PARTY ACCESS TO CUSTOMER DATA OR TO ASSIGNED COMPUTERS, THIRD PARTY ACCESS TO OR MISUSE OF PASSWORDS PROVIDED TO Section, AND INTERCEPTION OF TRAFFIC SENT OR RECEIVED USING THE SERVICE; (ii) RELEASE OR EXPOSURE, FOR ANY OTHER REASON, OF PERSONALLY IDENTIFIABLE INFORMATION OR OTHER PRIVATE DATA, INCLUDING DATA BELONGING TO CUSTOMER’S OWN CUSTOMERS AND OTHER USERS; (iii) DENIAL OF SERVICE ATTACKS, VIRUSES, WORMS, AND OTHER INTENTIONAL INTERFERENCE BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION BY OTHER Section CUSTOMERS; (iv) LOSS OF DATA OR LOSS OF ACCESS TO DATA; (v) ACTIONS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION OTHER Section CUSTOMERS AND THIRD PARTY PRODUCTS AND SERVICES PROVIDERS; (vi) ACTIONS OF Section EMPLOYEES, AGENTS, OR CONTRACTORS ACTING OUTSIDE THE SCOPE OF THEIR DUTIES; (vii) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR OTHER FAILURES OF PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ACCIDENTAL DISCONNECTION AND TERMINATION OF SERVICE; AND (viii) THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICE. THE PROVISIONS OF THIS SUBSECTION 9(c) APPLY, WITHOUT LIMITATION, EVEN IF CUSTOMER PURCHASES SERVICE FEATURES ADDRESSING SECURITY, DATA INTEGRITY, DATA BACKUP, ATTACK PROTECTION, VIRUSES, SPAM, MONITORING, OR SYSTEM INTEGRITY. Section does not control and has not thoroughly reviewed all the websites linked to Section’s website or run by Section’s customers or by providers of Third Party Products and Services. With the exception of its own website, Section is not responsible or liable for the content or practices of any website, including without limitation third party websites referenced in the preceding sentence.

(d) THE LIABILITIES LIMITED BY THIS SECTION 9 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF Section IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Section’s limitations and exclusions of liability and disclaimers of warranty, set forth in this Section 9 and elsewhere in this Agreement apply equally to Section’s officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies. Customer acknowledges and agrees that Section has set its prices and entered into this Agreement in reliance upon such limitations of liability, and that such limitations of liability form an essential basis of the bargain between Section and Customer.

10. INDEMNITY.​

Customer will defend, indemnify, and hold harmless Section (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any of Customer’s customers or users, or any other third party, arising out of or related to Customer’s use of, misuse of, or failure to use the Service, including without limitation: (a) alleged Customer conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other AUP violations; (b) security breaches or other alleged faults in the Service, including without limitation faults listed in the SLA and faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to Customer, to one of Customer’s customers, or to other third parties); and (c) any action taken by Section as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. Such Customer obligation includes payment of losses, expenses, damages, judgments, settlements, and costs, including without limitation attorneys’ fees.

11. MISCELLANEOUS.​

(a) Title and intellectual property rights to the Service and all components thereof are owned by Section and its licensors and suppliers. All hardware and Internet protocol addresses provided by Section are licensed to Customer temporarily and remain Section’s sole and exclusive property. This Agreement does not grant Customer a license to any software used to provide the Service or associated with the Service (collectively, “Software“), or to any other software, by implication, by estoppel, or otherwise. Without limiting the generality of the foregoing, Customer will not reproduce, reverse engineer, decompile, or disassemble the Software. The logos, service marks, and trademarks (collectively, “Trademarks“) displayed on Section’s website and through the Service, whether or not registered, belong to Section and its licensors and suppliers. Neither this Agreement nor any Section website grants a license to any Trademark, by implication, by estoppel, or otherwise. Nothing in this Agreement transfers to Section any copyright in, trademark on, or other ownership interest in any data or content of Customer. However, Section may include Customer’s name in any list of customers used for marketing or other purposes.

(b) Section may include Customer’s name and logo: (i) on Section website and in its marketing materials, identifying Customer as a user of the Solution, and (ii) in a press release favorably publicizing Customer's selection of the Service

(c) Customer is responsible for maintaining the confidentiality of its usernames and passwords, and Customer will not transfer or sell to any third party such usernames or passwords, or Customer’s access to the Service.

(d) Section is not obligated to sell Customer any Service feature not listed in Customer’s Signup, or to provide more Service than required by such Signup.

(e) During the term of this Agreement and for 180 days thereafter, Customer will not encourage or solicit any Section employee or independent contractor to leave Section’s employ, or otherwise interfere with Section’s employment relationships.

(f) The parties agree that the fees listed as liquidated damages in Subsection 3(c) and elsewhere in this Agreement do not constitute penalties and are reasonable in light of the harm that will be caused by breach, the difficulties of proof of loss, and the inconvenience and infeasibility of otherwise obtaining an adequate remedy. No remedy of Section provided in this Agreement for late payment, declined credit card charges, or other breaches will limit any other right or remedy of Section at law or in equity.

(g) All written communications to Customer will be deemed delivered if sent to the contact points provided to Section at the time of order, or to such other contact points as Customer provides in writing. Customer will include a valid e-mail address with such contact points. All written communications to Section will be mailed to the Section’s then current address as published at Section, unless Section notifies Customer in writing of alternate contact information, except to the extent that this Agreement provides that such communication will be made through a Section Customer Portal.

(h) Section may revise this Agreement from time to time by posting an amended version at the Section website and sending Customer written notice thereof. Notwithstanding the foregoing, revisions to the AUP, SLA, or Privacy Policy will become effective upon notice thereof. This Agreement may not be revised or amended in any other way, except through a written contract executed by authorized representatives of both parties. Section may provide notices of amended terms via e-mail, but no e-mail exchange will itself amend this Agreement, even if such messages purport to do so.

(i) This Agreement is to be construed in accordance with and governed by the internal laws of the State of New South Wales without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the laws of the State of NSW to the rights and duties of the parties.

(j) No delay, failure, or waiver of either party’s exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.

(k) In the event of any conflict between these Terms of Service and any other element of this Agreement, or any ordering document or statement of work, these Terms of Service will govern.

(l) Customer may not assign this Agreement or any of its rights or obligations hereunder without Section’s express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

(m) If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired.

(n) This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.