This Terms and Conditions of Service Agreement (the “Agreement”) is entered into between the person or entity agreeing to this Agreement (referred to herein as “Customer,” “you,” or “your”) and Team Cahoots LLC, a Texas limited liability company located in Austin, Texas, and its parent companies, subsidiaries and/or affiliates (collectively, “TCL”).
By completing the registration process, you represent and warrant that: (a) you have read the Agreement; (b) you have the full legal authority to bind yourself and your employer, organization, or other applicable entity to these terms and conditions; and (c) you agree, on behalf of yourself, your employer and/or the party you represent, to the terms and conditions set forth in this Agreement.
- Restrictions on Use of the Services.
You agree that you and your authorized employees, independent contractors, volunteers or other users authorized by you (“Authorized Users”) will not to use the Services to: (i) upload or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited advertising, promotional materials, spam, chain letters, pyramid schemes or any other form of unsolicited messages, whether commercial or otherwise; (iii) harvest or collect data regarding other users, including e-mail addresses, without their consent; (iv) attempt to gain unauthorized access to or interfere with servers or networks connected to or used with the Services or violate the policies of such networks; (v) harass or interfere with another user’s use and enjoyment of the Services; or (vi) engage in any illegal or unlawful activity. Customer is responsible for all activities of its Authorized Users.
TCL does not knowingly collect personal information from or sell products for purchase by children under the age of 13. If you are under the age of 13, you may use the Services only with the involvement of a parent or guardian. Any person who provides his or her information to TCL through the account login page for new customers or any other part of the website represents to TCL that he or she is 13 years of age or older. If you believe that we might have received any information from a child under the age of 13, please contact us immediately at firstname.lastname@example.org.
Please be advised that TCL is not an emergency service provider, and does not respond to emergency calls or messages. TCL does not represent that use of our Apps will prevent or avert emergency situations. TCL is merely a passive conduit and data processor for the online distribution and publication of user content which you control. You agree that TCL shall have no responsibility or liability for any emergency situations, response thereto, or lack of response thereto. In addition, you agree that reception of emergency and other conversations and text/push notifications may at times be limited due to lack of WiFi signals, cellular service, and other transmission factors.
3.2 Restrictions on Content. You agree that you and your Authorized Users will not use the Services to upload, transmit, or otherwise provide any User Content (i) that violates any third-party right, including any copyright, trademark, service mark, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, vulgar, defamatory, misleading, pornographic, obscene, patently offensive (such as information that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable in TCL’s sole discretion; or (iii) in violation of any law, statute, regulation, obligation or restriction imposed by any third party. You may not state or imply that your or your Authorized Users’ content is in any way provided, sponsored or endorsed by TCL. You agree that you will comply with the Digital Millennium Copyright Act (“DMCA”) and will act promptly to remove any infringing material from the Services if you or TCL receive a notice pursuant to the DMCA.
3.3 Review of and Deletion of Content. We have the right (but not the obligation) to review any content that is used with the Services and to delete, modify, remove, or not post any such content that, in our discretion, violates this Agreement, or may otherwise violate the rights of, harm, or threaten the safety of any user or any other person or our systems, or create liability for us or any user. While we may store content, we have no obligation to store content for any period of time or to create or provide you with any copies.
3.4 Visibility of and Storage of User Content. Content that is sent to other users will appear on other users’ devices. This content may also be stored in our database or on our servers. Even if you or your Authorized Users remove this content from his or her device or account, copies may remain viewable on the devices of other users to whom the content was transmitted and may remain stored in our database and/or servers. Users should be aware that content sent to other users cannot be removed from their devices unless the other user removes the data and that users may share content that is sent to them with third parties.
3.5 Third-Party Content. The Services may display, contain links to, or otherwise give you access to third-party communications, content, products, services or websites (“Third-Party Content”). You acknowledge that TCL does not monitor, investigate or endorse Third-Party Content. We do not control and do not guarantee the accuracy, integrity, or quality of such Third-Party Content. By using the Services, you may be exposed to content that is offensive, indecent or otherwise objectionable. Your access to and use of Third-Party Content is at your sole discretion and risk and TCL and its affiliates, partners, suppliers and licensors shall have no liability to you in connection with your access to and use of the Third-Party Content.
- Intellectual Property.
4.1 Except for the rights of use expressly granted in this Agreement, nothing herein grants either party any rights, implied or otherwise, to the other’s content or other intellectual property.
4.2 License. Subject to the terms of this Agreement, TCL grants you a non-sublicensable, non-assignable, non-exclusive license to use the Services, including the App, for your own purposes, in accordance with this Agreement and the documentation or instructions supplied by TCL. This license is limited to use by the number of Authorized Seats ordered and paid for by you on a subscription basis.
4.3 Restrictions. You agree that you, and your Authorized Users, will not (a) make the Service available over a network or other medium permitting use by multiple users or otherwise transfer or distribute the Services (except the foregoing shall not restrict the use of the Services by the number of Authorized Seats ordered and paid for by you); (b) reverse engineer, disassemble or decompile the Services or otherwise derive or attempt to derive the source code or structure of the Services (except as and only to the extent that the foregoing restriction is prohibited by applicable law); (c) modify, reproduce, or create derivative works of the Services; (d) remove any copyright or other proprietary notices contained in the Services (e) directly or indirectly export or re-export the Services; or (f) remove, circumvent, or interfere with any digital rights management or security tools or other similar technologies available on or in connection with the Services.
4.4 Copyrights. The copyright to CAHOOTS software is owned by Team Cahoots LLC, and all worldwide rights therein are reserved to Team Cahoots LLC. In addition, CAHOOTS is a trademark of Team Cahoots LLC, and may not be used without prior, express written permission of Team Cahoots LLC.
- Access to the Services
5.1 Customer Administration of the Services. Customer shall specify one administrator and may assign multiple leaders through the TCL website who will have the right to access such account and to administer your and/or your Authorized Users’ Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password of such account(s); (b) designating those individuals who are authorized to access the account(s); and (c) ensuring that all activities that occur in connection with the account(s) comply with the Agreement. Customer agrees that TCL’s responsibilities do not extend to the internal management or administration of the Services for Customer and that TCL is merely a data-processor.
5.2 Availability. TCL will make commercially reasonable efforts to maintain a reasonable level of uptime and to deliver messages in a reasonably prompt manner, although TCL makes no guarantees as to the Services, accessibility, or availability of the Services. TCL reserves the right at any time, with reasonable advance notice to Customer, to limit Customer’s and your Authorized Users’ access to and use of the Services in order to perform repairs, make modifications, or to do so without advance notice as a result of circumstances beyond TCL’s reasonable control. TCL may alter or modify all or part of the Services from time to time. Such alterations and modifications, or both, may include, without limitation, the addition or withdrawal of features, products, services, software or changes in instructions, provided that this does not result in a material decrease in the functionality of the Services.
5.3 Support Procedures. TCL wishes to provide outstanding support to its customers and will make commercially reasonable efforts to do so. Authorized users are encouraged to bring support issues to TCL. They may submit cases over the Internet or other means designated by TCL. They will be asked to provide their company name and contact information, and each case will be assigned a unique case number. TCL will use commercially reasonable efforts to promptly respond to each case within eight (8) hours during regular business hours (central time) and will use commercially reasonable efforts to promptly resolve each case. Actual resolution time will depend on the nature of the case. A resolution may consist of a fix, workaround or other solution in TCL’s reasonable and sole determination.
5.4 User Names and Business Identifiers. When you choose a user name or identifier for your business account, you must own, control or otherwise have the right to use such identifier. TCL reserves the right to delete, remove, revoke, or reassign such identifier if TCL believes it is appropriate to do so (e.g., if TCL receives a complaint from a trademark owner).
- Billing and Payment.
6.1 Payment. All payments due are in U.S. dollars unless otherwise indicated on the ordering page of the TCL website or invoice. Payment shall be by credit card, ACH or prompt invoice payment via check. Customer payment for service and all applicable fees and taxes is due at time the subscription is activated or adjusted, and payment is considered delinquent thirty (30) days after the due date.
6.2 Customer will be billed and will pay for the Services on a monthly or annual basis. TCL will bill Customer monthly or annually, as applicable, in advance based on the number of team seats ordered or added by Customer. TCL will provide Customer with the monthly/annual rate for the Services when Customer orders the Services, and will use this rate to calculate any fees or taxes.
6.3 Change of Rates. TCL may revise its rates at any time. When a recurring payment comes up for renewal, Customer will be charged according to the latest posted rate.
6.4 Taxes. Customer is responsible for any taxes due as a result of Customer’s or its Authorized User’s use of the Services. Customer will pay TCL for the Services without any reduction for taxes. If TCL is obligated to collect or pay taxes, the taxes will be invoiced to Customer, unless Customer provides TCL with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any taxes from its payments to TCL, Customer must provide TCL with an official tax receipt or other appropriate documentation to support such withholding.
6.5 Delinquent Payments. Delinquent payments may bear interest at the rate of One and one-half percent (1 ½%) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by TCL in collecting such delinquent amounts, except where such delinquent amounts are due to a billing mistake by TCL..
6.6 Suspension for Non-Payment. TCL may suspend Customer’s use of the Services at any time during which Customer billing account is delinquent, and may continue withholding Customer’s use of the Services until Customer pays to TCL all outstanding fees owed by Customer. If Customer remains suspended for non-payment for more than sixty (60) days, TCL may terminate Customer for breach pursuant to Section 9.3.
6.7 Subscription Changes. Customer may adjust the number of team seats in a subscription at any time. Increases in team seats will take effect and be billed/charged accordingly at the time of the seat adjustment. Decreases in team seats will take effect and be billed/charged accordingly upon the next billing cycle.
6.8 Cancellation. Customer may cancel a subscription at any time by logging into customer's account or by contacting TCL. Once a subscription has been cancelled, the account will no long auto-renew. In other words, cancellation will take effect at the beginning of the next billing period.
6.9 Refunds. Within 30 days of activating an annual subscription, customer may cancel the subscription and receive a refund of 85% of the subscription cost.
- Updates; Feedback.
7.1 Updates to the Service. TCL may extend, enhance or otherwise modify the Service or portions thereof (collectively, “Updates”) from time to time, but TCL is not obligated to do so. If TCL furnishes you with Updates to the Services, such Updates shall be deemed incorporated into the Services and shall be subject to the terms of this Agreement.
7.2 Amendments to this Agreement. TCL reserves the right, at its sole discretion, to modify this Agreement, at any time. If we modify this Agreement, TCL will refer to such update and post the revised Agreement on its website. By continuing to access or use the Services, you are indicating that you agree to be bound by the modified or amended Agreement.
7.3 Feedback. We may provide you with a means to provide feedback, ideas or suggestions regarding the Services. If you choose to provide any feedback, ideas or suggestions, you agree that you retain no rights in such feedback, ideas or suggestions, and that TCL shall own all rights thereto, including intellectual property rights and any proprietary rights, which you hereby assign to TCL.
- Communications; Data Collection; Security.
8.1 Communications. In order to perform to its specifications, the Services will regularly communicate with TCL and TCL affiliates’ hardware/software/servers during the normal course of operation and such hardware/software/servers will retrieve, process, transmit and store data received from the App and the devices on which the App is loaded (including voice conversations and texts). Additionally, TCL may contact users by email or other contact information in connection with the Services and this Agreement. You agree that TCL may send you these communications.
8.2 Data Collection. Customer’s administrator and leaders may have the ability to access, monitor, use, or disclose data available to Authorized Users within the Authorized User accounts. Customer will obtain and maintain all required consents from Authorized Users to allow: (a) Customer’s access, monitoring, use and disclosure of this data and TCL providing Customer with the ability to do so and (b) TCL to provide the Services. TCL will have access to Authorized Users’ profile information and content. Additionally, TCL may itself gather and aggregate device data and user activity data.
8.3 Customer’s Data. Subject only to the limited license expressly granted hereunder, as between Customer and TCL, TCL acquires no right, title or interest from Customer or its Authorized Users under this Agreement in or to Customer’s data, including any intellectual property rights therein. Customer is solely responsible for Customer’s data that Authorized Users upload, publish, display, link to or otherwise make available on the Services, and Customer agrees that TCL is only acting as a passive conduit and data processor for the online distribution and publication of Customer’s data. Customer is responsible for notifying its authorized users of its data protection and privacy practices with respect to the TCL Services.
8.4 Security. TCL has implemented commercially reasonable technical and organizational measures designed to secure Customer’s data from accidental loss and from unauthorized access, use, alteration or disclosure. TCL cannot guarantee, however, that unauthorized third parties will never be able to defeat those measures or use Customer’s data for improper purposes. Customer acknowledges that all Customer data is provided to TCL at Customer’s and its Authorized Users’ own risk, and that TCL shall have no liability therefor.
- Term and Termination
9.1 Term. The Term of the Agreement will commence as of the date Customer sets up a TCL account, and will end when Customer either closes its account, does not pay for the Services, or upon earlier termination in accordance with Sections 9.2 or 9.3 below. If a customer lets an account become inactive by not renewing a subscription, the Agreement will end at that time but will re-commence if/when account is reactivated.
9.2 Termination by Customer. The Agreement may be terminated by Customer (a) in the event of a material breach by TCL of any provision of the Agreement and TCL fails to cure such breach within thirty (30) days of written notice; or (b) upon TCL’s bankruptcy, reorganization or assignment for the benefit of creditors.
9.3 Termination by TCL. TCL may terminate this Agreement (a) immediately if Customer defaults in the timely payment of any amounts due TCL (b) immediately if Customer breaches any provisions of Section 2 or Section 4; (c) in the event of a material breach by Customer of any other provision of the Agreement and Customer fails to cure such breach within thirty (30) days of written notice; (d) upon thirty (30) days’ notice for any or no reason; or (e) immediately upon Customer’s bankruptcy, reorganization or attempted assignment for the benefit of creditors.
9.4 Effect of Termination. If the Agreement is terminated pursuant to this Section 9, then (a) any license rights granted to Customer with respect to the Services will terminate as of the effective date of the termination; (b) TCL will have no obligation to provide the Services to Customer or its Authorized Users after the effective date of the termination; and (c) Customer will pay TCL any amounts payable for Customer’s and your Authorized Users’ use of the Services through the effective date of the termination. No refunds of prepaid fees shall be made to Customer in connection with any termination pursuant to Section 9.3. The following Sections of this Agreement shall survive any expiration or termination of the Agreement: 3.1 through 3.5, 4.1, 4.3, 6, 7.3, 10, 14, 15 and 16.
- WARRANTY DISCLAIMER; LIMITATION ON LIABILITY; INDEMNITY.
10.1 YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TCL SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES OR OTHER LIABILITIES INCURRED BY ANYONE AS A RESULT OF THE FAILURE OF THE SERVICES OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SERVICES. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, TCL DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TCL SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR (C) FOR ANY AMOUNT IN EXCESS OF AMOUNTS PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION EXCHANGED HEREUNDER AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT TCL IS NOT RESPONSIBLE FOR ANY LOSS OF LIFE, PERSONAL INJURY, OR ECONOMIC DAMAGE RESULTING FROM THE USAGE OF THE SERVICES.
10.3 YOU AGREE THAT YOU WILL NOT USE THE SERVICES WHILE OPERATING A MOTOR VEHICLE, OR FOR ANY OPERATION WHERE INJURY, DEATH, OR ECONOMIC DAMAGE TO YOURSELF OR OTHERS COULD OCCUR.
10.4 INDEMNITY. You agree to indemnify, defend and hold TCL and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers and/or partners, harmless from and against any third party claim arising from or in any way related to your use of TCL Services, violation of this Agreement, or any other actions connected with use of the Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
- Third-Party Code.
The Services may utilize or interface with third party material, including open source components, code, libraries, applications, user interfaces or utilities.
TCL and Customer may refer to each other as a customer of or service provider to the other (as applicable), on its website and in marketing materials, including but not limited to case studies, blog posts and webinars, provided that such reference shall not imply a sponsorship or endorsement of the other. Other than as set forth in the foregoing sentence, neither Party shall issue any public announcement regarding the subject matter herein without the prior written approval of the other. TCL and Customer may post testimonials on their respective websites and in their respective marketing materials if such testimonials are made by the other party hereto.
- Mutual Indemnification
13.1 Indemnification by TCL. TCL shall defend, indemnify and hold Customer harmless from and against any and all third party claims that the unmodified Services as provided by TCL infringe a copyright or misappropriate a trade secret of a third party; provided, that Customer (a) promptly gives TCL written notice of the claim; (b) gives TCL sole control of the defense and settlement of the claim (provided that TCL may not settle any claim without Customer’s prior written consent unless the settlement unconditionally releases Customer of all liability); and (c) provides to TCL all reasonable assistance, at TCL’s expense.
If the Services become, or, in TCL’s opinion are likely to become, the subject of such a claim, TCL shall have the right, in its sole discretion, to (i) obtain for Customer the right to continue using the Services, (ii) replace or modify the Services so that they become non-infringing, or (iii) terminate the Services and the license granted hereunder and provide a pro-rated refund to Customer of the fees paid for the Services for the portion of the term remaining at the time of such termination. THE FOREGOING STATES TCL’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.
TCL will have no liability for any infringement claim to the extent it (w) is based on modification of the Services by or at the direction of Customer or its Authorized User; (x) results from Customer’s failure to use an updated version of the Services made available to Customer; (y) is based on the combination or use of the Services with any other software, program or device not provided or specified by TCL or (z) results from Customer’s operation of the Services in a manner that is inconsistent with its intended use or as set forth in this Agreement.
14.2 Indemnity by Customer. Customer shall defend, indemnify and hold TCL and its parent companies, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Customer’s and its Authorized Users’ use of and access to the Services, including any data or work transmitted or received by Customer or its Authorized Users; (ii) Customer’s or an Authorized User’s violation of any term of the Agreement; (iii) Customer’s or an Authorized User’s violation of any third-party right, including but not limited to any right of privacy, publicity rights or intellectual property rights of any kind or nature; (iv) Customer’s or an Authorized User’s violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of the posting, transmission or storage of any of Customer’s data that is submitted via Authorized User accounts; or (vi) any other party’s access and use of the Services with Customer’s or an Authorized User’s unique username, password or other appropriate security code; provided that TCL (a) promptly give Customer written notice of the claim;(b) give Customer sole control of the defense and settlement of the claim (provided that Customer may not settle any claim without TCL’s prior written consent unless the settlement unconditionally releases TCL of all liability); and (c) provide to Customer all reasonable assistance, at Customer’s expense.
15.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information shall include Customer’s data; TCL’s Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all order forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information (other than Customer’s Data) shall not, however, include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party as evidenced by contemporaneous written records.
15.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of a similar nature (but in no event less than reasonable care) (ii) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
15.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
16.1 Assignment. Although fully assignable and transferable by TCL, neither the rights nor the obligations arising under this Agreement are assignable or transferable by Customer, and any such attempted assignment or transfer shall be void and without effect unless agreed to in writing by TCL.
16.2 Waiver. The failure to enforce any term of this Agreement on one occasion shall not prevent enforcement on any other occasion or the enforcement of any other term.
16.3 Unenforceability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be modified to the minimum extent necessary in order to render them enforceable. To the extent that such modification is not possible, the offending provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain enforceable.
16.4 Government End Users. The Services and any related documentation shall be construed as “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212. Any use, duplication or disclosure of the Services or the documentation by or on behalf of the U.S. Government is subject to the restrictions set forth in this Agreement.
16.5 Export. Customer agrees to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions (“Export Laws”) governing the Product and/or your use thereof. Without limiting the foregoing, you shall not: (a) export or re-export the Services directly or indirectly in violation of Export Laws; nor (b) use the Services for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
16.6 Governing Law; Venue. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflicts of laws provisions that might otherwise allow the law of a different jurisdiction to control. Customer and TCL hereby agree and consent to the exclusive jurisdiction and venue of the state and federal courts located in Austin, Texas with respect to any claim arising out of, relating to, or by reason of this Agreement. This Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction. The United Nations Convention on contracts for the International Sales of Goods shall not apply.
16.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, superseding any prior agreements between Customer and TCL regarding the Services, and any and all written or oral agreements previously existing between the parties are expressly cancelled (except to the extent otherwise expressly provided herein).
For any questions, comments, complaints, or claims with respect to the Services, please contact: email@example.com or firstname.lastname@example.org, depending upon the nature of the issue.
Effective date: June 20, 2016.