Last updated: October 20, 2023
Row Zero, Inc., a Delaware corporation (“Row Zero”), provides access and use of its productivity, collaboration, and data visualization tools and related products and services to its customers (each a “Customer”) pursuant to the terms and conditions set forth in these Terms of Service. These Terms of Service govern each Customer's use of the Services and Documentation (each as defined below) (including Customer's use of the Services and Documentation through its Authorized Users) unless there is a separate writing executed by Row Zero and such Customer expressly agreeing that separate terms and conditions (and not these Terms of Service) apply. Customer agrees to be bound by these Terms of Service by (a) clicking or tapping on a button indicating its acceptance (usually during the registration or onboarding process), (b) accessing or using any of the Services (either directly or through an Authorized User), or (c) executing or making payment based on an Order that references these Terms of Service. Each Authorized User similarly agrees to be bound by these Terms of Service. These Terms of Service may be updated from time to time by Row Zero in accordance with the provisions set forth below.
1. Definitions
(a) "Aggregated Statistics" means data and information related to Customer's use of the Services (including Customer's use of the Services through its Authorized Users) that is used by Row Zero in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
(b) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms of Service and (ii) for whom access to the Services has been purchased from Row Zero.
(c) "BAA" means a business associate agreement governing the parties' respective obligations with respect to any HIPAA Data processed by Customer in the Service in accordance with the terms of this Agreement.
(d) "Confidential Information" is as defined in Section 8 of these Terms of Service.
(e) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
(f) "Documentation”" means Row Zero's user manuals, handbooks, and guides relating to the Services provided by Row Zero to Customer or any Authorized User either electronically or in hard copy form/end user documentation relating to the Services.
(g) "Fees" is as defined in Section 6 of these Terms of Service.
(h) "HIPAA" means any patient, medical or other protected health information regulated by HIPAA or any similar U.S. federal or state laws, rules or regulations.
(i) "HIPAA Data" means any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations.
(j) "Order" means an ordering document, statement of work, or invoice relating to the Services, which may be provided via online checkout at https://rowzero.io, or otherwise.
(k) "Row Zero IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Row Zero IP includes Aggregated Statistics and any information, data, or other content derived from Row Zero's monitoring of Customer's access to or use of the Services (including through its Authorized Users), but does not include Customer Data.
(l) "Services" means the generally available software-as-a-service offering hosted by or on behalf of Row Zero and ordered by or for Customer as set forth on Row Zero's website or in an Order, specifically including Row Zero's productivity, collaboration, and data visualization tools and related product and service offerings.
(m) "Term" is as defined in Section 14 of these Terms of Service.
(n) "Third-Party Products" means separate or third-party data, services, offerings, storage, software, network, or applications (and other consulting services related thereto) made available by or on behalf of Customer or to Customer that interoperate with the Service and are subject to an independent agreement or supplemental terms to these Terms of Service.
(a) Provision of Services. Subject to the terms and conditions of these Terms of Service, Row Zero hereby grants Customer and its Authorized Users a non-exclusive, non-transferable (except in compliance with Section 15(i)) right to access and use the Services during the Term, in accordance with the terms and conditions herein. Such use is limited to Customer's internal business use.
(b) Documentation License. Subject to the terms and conditions contained in these Terms of Service, Row Zero hereby grants to Customer and its Authorized Users a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15(i)) to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
(c) Use Restrictions. Customer shall not use the Services or any Documentation for any purposes beyond the scope of the access granted in these Terms of Service nor shall any Authorized User. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part, including to probe, scan, or test the vulnerability of any Row Zero system or network; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, including any applicable federal, state, local, or international law or regulation; (vi) use the Services or Documentation for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (vii) use the Services or Documentation to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (viii) use the Services or Documentation to impersonate or attempt to impersonate Row Zero, a Row Zero employee, another user, or any other person or entity; (ix) use the Services or Documentation to engage in cryptocurrency mining without Row Zero's prior written consent; (x) use the Services or Documentation to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by Row Zero, may harm Row Zero or users of the Service or expose them to liability ; (xi) knowingly, intentionally or negligently introduce Malware into, or otherwise engage in any malicious act or disrupt the security, integrity or operation of, the Subscription Service. In addition, Customer hereby covenants and agrees that it will ensure that: (a) its Authorized Users will not use the Services or Documentation in violation of these Terms of Service or any export restriction or embargo by the United States; (b) it will not provide access to any Service or Documentation to any persons or entities that are barred from receiving such Services or Documentation under the laws of the United States or other applicable country, including the country in which an Authorized User resides or from which such Authorized User accesses the Services or Documentation; and (c) that it will ensure that each Authorized User is an individual (not an entity) at least eighteen (18) years of age.
(d) Reservation of Rights." Row Zero reserves all rights not expressly granted in these Terms of Service. Except for the limited rights and licenses expressly granted under these Terms of Service, nothing in these Terms of Service grants, by implication, waiver, estoppel, or otherwise, to Customer or any Authorized User or any third party any intellectual property rights or other right, title, or interest in or to the Row Zero IP.
(e) Updates to the Service and Documentation. Row Zero may from time to time make updates to the Service and the Documentation as it deems reasonably necessary, and these Terms of Service shall apply to such updated Service and Documentation. Customer's continued use of the Service or Documentation (either directly or through any Authorized User) after such update indicates Customer's (and such Authorized User's) acceptance of the updated Service or Documentation.
(f) Suspension. Notwithstanding anything to the contrary in these Terms of Service, Row Zero may temporarily or permanently suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Row Zero reasonably determines that (A) Customer fails to pay any amount when due hereunder; (B) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (C) Customer's use (or any Authorized User's use) of any Row Zero IP poses, or may pose a security risk to Row Zero, Customer, or any third party; (D) that Customer or any Authorized User may be using any of the Row Zero IP for fraudulent or illegal activities; (ii) any vendor of Row Zero has suspended or terminated Row Zero's access to or use of any third-party services or products required to enable Customer to access the Services (such suspension described in subclause (i), or (ii), a “Service Suspension”). Row Zero shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Row Zero shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Row Zero will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
(a) Registration. To register to use the Service, Customer must provide Row Zero with such reasonable information requested by it during the registration process, including the name and email address for all Authorized Users. Customer is responsible for all activities that occur under Customer's account and all Authorized User accounts; Row Zero and Row Zero's affiliates are not responsible for unauthorized access to Customer's account or any Authorized User account. Customer will provide complete and accurate information during the registration process and will update it to ensure it remains accurate.
(b) Account Creation. Row Zero shall assist Customer in the creation of Row Zero accounts for each of Customer's Authorized Users, and through such accounts will provide access to the Services and Documentation pursuant to these Terms of Service for the Term. The total number of Authorized Users shall be as set forth on an Order, and use shall be in accordance with these Terms of Service. Customer can add or remove Authorized Users during the Term by notifying Row Zero in writing or through the Row Zero website. Fees will be adjusted accordingly (based upon the rates in the Order for decreases in the total number of Authorized Users and at the then-current subscription rates for increases in the total number of Authorized Users).
(c) Renewal Terms. Row Zero reserves the right to modify pricing at any time for renewal periods following: (i) the first twelve (12)-months of the Term for Customers subscribing annually; or (ii) the first thirty (30) days for Customers subscribing monthly; provided, however, that in each case, Row Zero will notify Customer prior to any price increase affecting Customer, and such modified pricing will not take effect during Customer's then-current subscription term. If Customer does not accept the pricing change, Customer may elect not to renew such subscription or may terminate these Terms of Service in accordance with Section 14 of the Agreement.
(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms of Service if taken by Customer will be deemed a breach of these Terms of Service by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms of Service and its provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.
(b) Unauthorized Access. In the event of any unauthorized access to or use of a Customer Account or an Authorized User account, Customer must promptly notify Row Zero in writing.
(c) Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. ROW ZERO HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
(d) Third-Party Products. Row Zero may from time to time make Third-Party Products available to Customer. For purposes of these Terms of Service, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions (which may be referred to in an Order). If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
Row Zero provides technical support, including customer support for routine onboarding and implementation matters, for all Customers via email and through the Row Zero platform during the Term. Support requests must be submitted to support@rowzero.io or through the Row Zero website at https://rowzero.io/contact. Such support is provided on an as-available basis between 9am-5pm (Pacific Time) Monday through Friday, excluding holidays. Customers using paid tiers may have additional support terms specified in the Order.
During the Term, Customer shall pay Row Zero the fees (“Fees”) as set forth in Order, without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in Order, in the matter provided in the Order. If Customer fails to make any payment when due, without limiting Row Zero's other rights and remedies: (i) Row Zero may charge interest on the past due amount at the rate of one percent (1.0%) per month calculated daily and without compounding or, if lower, the highest rate permitted under applicable law; Customer shall reimburse Row Zero for all costs incurred by Row Zero in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.
All Fees and other amounts payable by Customer under an Order or these Terms of Service are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Row Zero's income.
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information ”). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (A) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (B) to establish a Party's rights under these Terms of Service, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the start of the Term and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms of Service for as long as such Confidential Information remains subject to trade secret protection under applicable law.
(a) Rights in Customer Data. As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of operation of the Service. Subject to the terms of these Terms of Service, Customer hereby grants to Row Zero, its affiliates, transferees, and assignees a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Row Zero Services to Customer, to prevent or address service or technical problems therein, or as may be required by law.
(b) Use Obligations. Customer's use of the Services and Documentation (including through its Authorized Users) will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to Customer (or its Authorized Users, if applicable). Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Row Zero under these Terms of Service and that the processing of Customer Data by Row Zero in accordance with these Terms of Service will not violate any laws or the rights of any third party.
(c) HIPAA Data. Customer agrees that it will not process (nor will any Authorized User process) any HIPAA Data in the Services unless Customer has entered into a BAA with Row Zero. Unless a BAA is in place, Row Zero will have no liability under these Terms of Service for HIPAA Data, notwithstanding anything to the contrary in these Terms of Service or in HIPAA or any similar federal or state laws, rules or regulations. If Customer (either directly or through an Authorized User) is permitted to process HIPAA Data in the Services, then Customer (and, if permitted, its Authorized Users) may process HIPAA Data in the Services only by providing it as Customer Data. Upon mutual execution of the BAA, the BAA is incorporated by reference into these Terms of Service and is subject to its terms.
(a) Row Zero IP. Customer (on behalf of itself and each Authorized User) agrees that Row Zero or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Row Zero IP. Except for the express limited rights set forth in these Terms of Service, no right, title or interest in any Row Zero IP is granted to Customer or any Authorized User. Further, Customer (on behalf of itself and each Authorized User) acknowledges that the Service is offered as an online, hosted solution, and that neither Customer nor any Authorized User has any right to obtain a copy of the underlying computer code for the Services. Each Authorized User confirms its agreement with the above.
(b) Usage Data. Notwithstanding anything to the contrary in these Terms of Service, Row Zero may collect and use Usage Data to develop, improve, support, and operate its products and services. Row Zero may not share any Usage Data that includes Customer's Confidential Information with a third party except (i) in accordance with Section 8 (Confidential Information) of these Terms of Service, or (ii) to the extent the Usage Data is aggregated and anonymized such that Customer and its Authorized Users cannot be identified.
(c) Feedback. If Customer or any of its employees or contractors (including any Authorized User) sends or transmits any communications or materials to Row Zero by mail, email, telephone, the Row Zero website, or otherwise, suggesting or recommending changes to the Row Zero IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Row Zero is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Row Zero on Customer's behalf, and on behalf of its employees, contractors and/or agents (including all Authorized Users), all right, title, and interest in, and Row Zero is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Row Zero is not required to use any Feedback. Each Authorized User confirms its agreement with the above.
(d) Customer Reference. Row Zero may identify Customer as its customer to other Row Zero customers, prospective customers, investors, prospective investors, and other third parties. Without limiting the foregoing, Row Zero may use and display Customer's name, logo, trademarks, and service marks on Row Zero's website and in Row Zero's marketing materials in connection with identifying Customer as a customer of Row Zero. Upon Customer's written request, Row Zero will promptly remove any such marks from Row Zero's website and, to the extent commercially feasible, Row Zero's marketing materials.
THE ROW ZERO IP IS PROVIDED “AS IS” AND ROW ZERO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ROW ZERO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ROW ZERO MAKES NO WARRANTY OF ANY KIND THAT THE ROW ZERO IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ROW ZERO STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. WITHOUT LIMITING THE FOREGOING, ROW ZERO HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
(a) Row Zero Indemnification.
(i) Row Zero shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms of Service, infringes or misappropriates such third party's US intellectual property rights , provided that Customer promptly notifies Row Zero in writing of such Third-Party Claim, cooperates with Row Zero, and allows Row Zero sole authority to control the defense and settlement of such Third-Party Claim.
(ii) If a Third Party-Claim is made or appears possible, Customer agrees to permit Row Zero, at Row Zero's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Row Zero determines that neither alternative is reasonably available, Row Zero may terminate these Terms of Service, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section 12(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Row Zero or authorized by Row Zero in writing; (B) modifications to the Services not made by Row Zero; or (C) Customer Data; or (D) Third-Party Products.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Row Zero's option, defend Row Zero from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with these Terms of Service, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms of Service; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Row Zero or authorized by Row Zero in writing; or (iv) modifications to the Services not made by Row Zero, provided that Customer may not settle any Third-Party Claim against Row Zero unless Row Zero consents to such settlement, and further provided that Row Zero will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER'S SOLE REMEDIES AND ROW ZERO'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
IN NO EVENT WILL CUSTOMER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CUSTOMER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(a) Term. The “Term” of these Terms of Service means the date commencing on the first day of the subscription term set forth in an Order and continuing until the earlier of: (i) the last day of the subscription term set forth in an Order (including any renewal terms); and (ii) the date Customer's subscription term is earlier terminated in accordance with the provisions of Section 14(b) below.
(b) Termination Rights.
(i) Customer may terminate an existing subscription term any time upon written request to Row Zero at support@rowzero.io.
(ii) Row Zero may terminate an existing subscription term at any time upon written notice to Customer if: (1) Row Zero discontinues the Service; (2) Customer's account becomes suspended pursuant to these Terms of Service and Customer has not remediated the reason for the suspension; (3) Customer breaches any provision of these Terms of Service, including its obligations under Section 2(c) or Section 8 of these Terms of Service; or (4) Row Zero determines that: (A) Customer (or any Authorized User) has attacked or has made threat of attack on any of the Row Zero IP or Third-Party Product; (B) a third party or unknown party has attacked (or has made threat of attack which has not been resolved) on any of the Row Zero IP or Third Party Product; (C) Customer's use (or any Authorized User's use) of the Row Zero IP poses a security risk to Row Zero or any third party; (D) Customer's use (or any Authorized User's use) of the Row Zero IP may adversely impact other users (or other third parties) of the Row Zero IP or other third parties; (E) Customer's use (or any Authorized User's use) of the Row Zero IP may subject Row Zero, Row Zero's affiliates, or any third party to liability; (F) Customer's use (or any Authorized User's use) of the Services may be fraudulent or otherwise illegal; or (G) Row Zero's provision of the Services to Customer or any Authorized User is prohibited by applicable law.
(iii) In addition to the foregoing, Row Zero may terminate an existing subscription term at any time upon at least thirty (30) days advance notice to Customer for any reason or no reason at all.
(c) Effect of Termination. At the end of the Term: (i) all of Customer's rights, including the rights of its Authorized Users, under these Terms of Service immediately terminate and Customer and each Authorized User must cease using the Service and the Documentation, (ii) Customer is solely responsible for deleting or retrieving Customer Data from the Service prior to the end of the Term, (iii) Customer is solely responsible for requesting deletion after the end of the Term by contacting Row Zero at support@rowzero.io, and (iv) Customer must pay all unpaid Fees to Row Zero. If the Term is ended by Row Zero in accordance with Section 14(b)(ii) of these Terms of Service, Row Zero will provide Customer with a reasonable opportunity to retrieve Customer Data from the Service, if Customer so requests. Such a request must be sent by email to Row Zero at support@rowzero.io seven (7) days after Customer receives notice regarding the termination. In any event, Customer Data will be deleted from the Service no earlier than thirty (30) days after the termination.
(d) If the Term is ended by Customer in accordance with Section 14(b)(i) or Row Zero in accordance with Section 14(b)(iii), Customer will receive a pro-rata refund for any pre-paid but unused Fees. If the Term is ended by Row Zero in accordance with Section 14(b)(ii), Customer will not receive a refund of any pre-paid but unused Fees.
(e) Survival. This Section 14(e) and Sections 1, 6, 7, 8, 9, 10, 11, 12, 13, 14(c), 14(d), and 15 survive any termination or expiration of these Terms of Service. No other provisions of these Terms of Service survive the expiration or earlier termination of these Terms of Service.
(a) Due Authorization. Each party represents and warrants to the other party that:(a) if it is accepting these Terms of Service on behalf of an entity, such acceptance has been duly authorized by all necessary corporate or organizational action of such party; and (b) these Terms of Service constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
(b) Entire Agreement. These Terms of Service, together with any other documents incorporated herein by reference, including all related Orders and any BAA entered into between Row Zero and Customer, constitutes the sole and entire agreement of the parties with respect to the subject matter of these Terms of Service and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Service, Orders, any BAA, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the BAA, (ii) second, these Terms of Service; (iii) third, Orders tied to the current Term; and (iii) fourth, any other documents incorporated herein by reference.
(c) Notices. except as expressly permitted otherwise herein (including as permitted by Section 15(e) below), all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth in the Order (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms of Service, a Notice is effective only: (i) upon receipt by the receiving party if sent by personal delivery, courier, or mail, or upon transmission if sent by email; and (ii) if the party giving the Notice has complied with the requirements of this Section.
(d) Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached these Terms of Service, for any failure or delay in performing its obligations under these Terms of Service (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(e) Updates to Terms of Service; Amendments. Row Zero may make changes to these Terms of Service from time to time. When these changes are made, Row Zero will make a new copy of the Terms of Service available at https://rowzero.io, as applicable. Customer and each Authorized User understands and agrees that if Customer is on a free account and Customer (either directly or through an Authorized User) uses the Services or Documentation after the date on which the Terms of Service have changed, Row Zero will treat such use as acceptance of the updated Terms of Service. If Customer has a paid account, the new Terms of Service will apply upon Customer's Service renewal.
(f) Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms of Service, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms of Service will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(g) Severability. If any provision of these Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify these Terms of Service so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(h) Governing Law; Submission to Jurisdiction. These Terms of Service is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Any legal suit, action, or proceeding arising out of or related to these Terms of Service or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington in each case located in the city of Seattle and County of King, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(i) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Row Zero, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms of Service is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Row Zero may freely assign or transfer any of its rights or delegate any of its obligations hereunder, including in connection with the sale or transfer of all or substantially all of its assets or equity securities (including by merger or reorganization or other similar event).
(j) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
(k) US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
(l) Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 8 or, in the case of Customer, Section 2(c), would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
(m) Relationship of the Parties. Row Zero and Customer are independent contractors. These Terms of Service does not create or imply any agency, partnership, joint venture, fiduciary, employment or franchise relationship. No right or cause of action for any third-party is created by these Terms of Service or any transaction under it.