anydone Terms of Service

Effective Date : March 10, 2020

By accessing or using the Service(s) or Websites, or authorizing or permitting any User or End-User to access or use the Service(s) or Websites, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization, or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms, “You", “Your” or related capitalized terms used herein shall refer to such entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not access or use the Service(s) or Websites.

You, as an individual, must be 18 years or older to access or use the Websites and the Service(s).

1. anydone Services

1.1. Services Overview : anydone's Services are a suite of messaging software-as-a-service solutions offered through a single platform. The Services are designed to enable Customer to manage communications with People through the entire lifecycle of their relationship with Customer and to provide a Dashboard for accessing and managing Customer Data regarding those People. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Services also include anydone Code deployed on Customer Properties to enable live chat and messaging functionality.

1.2. Provision of Services : Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term"). anydone may also offer Professional Services (as defined in Section 12) related to certain Services. Customers will purchase and anydone will provide the specific Services and related Professional Services (if any) as specified in the applicable Order Form.

1.3. Access to Services : Customers may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including without limitation the number of People tracked). Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on anydone's systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individuals, named persons and may not be shared. If a Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customers will be responsible for any and all actions taken using Customer's accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will immediately delete such user ID and otherwise terminate such Permitted User's access to the Service. The right to use the Services includes the right to deploy anydone Code on Customer Properties in order to enable messaging, chat and similar functionality and to collect Customer Data for use with the Services as further described below.

1.4. anydone Apps : To the extent anydone provides anydone Apps for use with the Services, subject to all of the terms and conditions of this Agreement, anydone grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the anydone Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.

1.5. Deployment of anydone Code : Subject to all of the terms and conditions of this Agreement, anydone grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy the anydone Code in the form provided by anydone on Customer Properties solely to support Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement. Customers must implement anydone Code on the Customer Properties in order to enable features of the Services. Customers will implement all anydone Code in strict accordance with the Documentation and other instructions provided by anydone. Customer acknowledges that any changes made to the Customer Properties after initial implementation of anydone Code may cause the Services to cease working or function improperly and that anydone will have no responsibility for the impact of any such Customer changes.

1.6. Contractors and Affiliates : Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.

1.7. General Restrictions : Customer will not (and will not permit any third party to):
(a) rent, lease, provide access to or sublicense the Services to a third party;
(b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party;
(c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to anydone);
(d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing;
(e) remove or obscure any proprietary or other notices contained in the Services (including without limitation
(i) the "Powered by anydone" designation that may appear as part of the deployment of the Services on Customer Properties and
(ii) notices on any reports or data printed from the Services); or
(f) publicly disseminate information regarding the performance of the Services.

1.8. anydone APIs : If anydone makes access to any APIs available as part of the Services, anydone reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, anydone may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if anydone believes that Customer's usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on anydone).

1.9. Trial Subscriptions : If Customer receives free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of thirty (30) days or such other period granted by anydone (the "Trial Period"). Trial Subscriptions are permitted solely for Customers use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period. anydone has the right to terminate a Trial Subscription at any time for any reason.


2. Customer Data

2.1. Rights in Customer Data : As between the parties, the Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to anydone. Subject to the terms of this Agreement, Customer hereby grants to anydone a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.

2.2. Storage of Customer Data : anydone does not provide an archiving service. anydone agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term. anydone expressly disclaims all other obligations with respect to storage.

2.3. Customer Obligations :

a) In General. Customers are solely responsible for the accuracy, content and legality of all Customer Data:

Customer represents and warrants to anydone that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting anydone the rights in Section 2.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer's accounts with any Third-Party Platforms. Customer further represents and warrants that all Customer Data complies with the AUP(Acceptable Use Policy). Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it was submitted by Customer.

b) No Sensitive Personal Information: Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. anydone will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

c) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services.

d) Disclosures on Customer Properties. Customer acknowledges that the anydone Code causes a unique cookie ID to be associated with each Person who accesses the Customer Properties, which cookie ID enables anydone to provide the Services. Customer will include on each Customer Property a link to its privacy policy that discloses Customer's use of third party tracking technology to collect data about People as described in this Agreement. Customer's privacy policy must disclose how, and for what purposes, the data collected through anydone Code will be used or shared with anydone as part of the Services. Customers must also provide People with clear and comprehensive information about the storing and accessing of cookies or other information on the Peoples' devices where such activity occurs in connection with the Services and as required by applicable Laws. For clarity, as between Customer and anydone, Customer will be solely responsible for obtaining the necessary clearances, consents and approvals from People under all applicable Laws.

e) Social Media Data.

i. FullContact; Opt-Out. The Services use third-party services provided by FullContact, Inc. ("FullContact") to enable Customer to retrieve publicly-available information about People including without limitation social media information, profile information, gender, company, job titles, photos, physical addresses, and website URLs ("Social Media Data") based on People's email addresses input into the Services. Customers may opt out of having People's email addresses sent to FullContact via the Dashboard.

ii. Restrictions.Customer agrees not to use any Social Media Data obtained via the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, sending electronic communications (including email) in violation of applicable Law, or any other activity or purpose that may be identified as prohibited by anydone from time to time.

iii. Disclosures.Customer agrees to obtain all necessary clearances, consents and approvals from People in order to use Social Media Data as required under all applicable Laws, including without limitation by disclosing in Customer's privacy policy information about the collection and use of People's email addresses as set forth in this Section.

2.4. Indemnification by Customer : Customer will indemnify, defend and hold harmless anydone from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data or breach or alleged breach by Customer of Section 1.3 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of anydone at Customer's expense. Notwithstanding the foregoing sentence, (a) anydone may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without anydone's prior written consent, unless the settlement fully and unconditionally releases anydone and does not require anydone to pay any amount, take any action, or admit any liability.

2.5. Aggregated Anonymous Data : Notwithstanding anything to the contrary herein, Customer agrees that anydone may obtain and aggregate technical and other data about Customers use of the Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"), and anydone may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other anydone customers. For clarity, this Section 2.5 does not give anydone the right to identify Customer as the source of any Aggregated Anonymous Data.

2.6. EU-U.S. Privacy Shield : This Section 2.6 applies only if Customer has entered into this Agreement with anydone, Inc. as set forth above. anydone, Inc. participates in the EU-U.S. Privacy Shield framework. For more information, please see anydone's EU-U.S.

3. Security

anydone agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, anydone will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond anydone's control.

4. Third-Party Platforms

The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customers may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes anydone to access Customer's accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that anydone has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. anydone does not guarantee that the Services will maintain integrations with any Third-Party Platform and anydone may disable integrations of the Services with any Third-Party Platform at any time with or without notice to the Customer. For clarity, this Agreement governs Customer's use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

5. Your Responsibilities

5.1. Your Account: Subject to any limitation on the number of individual Users available under the Service Plan to which You subscribed, access, and use of the Service(s) is restricted to the specified number of individual Users permitted under Your subscription to the Service(s). Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual. If You are a managed service provider and You wish to use the same User Login across Accounts that You manage for Your clients, You acknowledge that it is Your sole responsibility to obtain necessary consents from such clients. Without prejudice to Our obligations under Sections 9 and 10 of these Terms, You are solely responsible for the confidentiality of Service Data and User Login at Your end. You should, therefore, not share Your User Login with any third parties. In any event, unless You notify Us of any unauthorized use or suspicious activity in Your Account, You are responsible for all activities that occur under Your Account. Group Companies will not be liable for any damage or loss that may result from Your failure to protect Your login information, including Your password. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service(s) to store and transmit Service Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service(s) or the information generated thereby is accurate or sufficient for Your purposes.

5.2. Your use of the Service(s): You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users and End-Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) use the Service(s) to Process data on behalf of any third party other than Your Users and End-Users; (c) modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks; (d) falsely imply any sponsorship or association with Us; (e) use the Service(s) in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service(s) to send unsolicited communications junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service(s) to store or transmit any content that infringes upon any person’s intellectual property rights; (h) use the Service(s) in any manner that interferes with or disrupts the integrity or performance of the Service(s) and its components; (i) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any Software making up the Service(s); (j) use the Service(s) to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Service(s) to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103 unless expressly agreed to otherwise in writing by Us; (l) use the Service(s) to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (m) establish a link to Our Websites in such a way as to suggest any form of association, approval or endorsement on Our part where none exists; (n) use the Service(s) for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of applicable law; (o) use of the Service(s) for any purpose prohibited by applicable export laws and regulations, including without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology; (p) try to use, or use the Service(s) in violation of these Terms.

5.3. You shall be responsible for any loss of data or attempted or actual access or use of the Service(s) through Your Account in violation of these Terms.

5.4. If We inform You that a specified activity or purpose is prohibited concerning the Service(s), You will ensure that You immediately cease use of the Service(s) for such prohibited activity or purpose.

6. Changes to the service(s) and websites

6.1 Our Service(s) : We may update the Service(s) from time to time and You may receive notifications of such upgrades, enhancements, or updates (“Updates”). Any new or modified features added to or augmenting or otherwise modifying the Service(s) or other updates, modifications or enhancements to the Service(s) are also subject to these Terms and We reserve the right to deploy Updates at any time.

6.2 Websites : We may also change content on Our Websites at any time. However, please note that any of the content on Our Websites may be out of date at any given time, and We are under no obligation to update it. For clarity, this sub-section refers to Our Websites excluding the Service(s). We may discontinue or change any part of Our Websites, that does not affect the Service(s), without notifying You. Our Websites may contain links to websites, content, and resources provided by third parties (“Third-Party Links”). These Third-Party Links are governed by their terms and privacy policies and You agree that We have no control over these Third-Party Links and are not responsible for Your access or use of these Third-Party Links.

7. Intellectual Property Rights

7.1 Ownership of IPR: Except for the rights granted to You under Section 1, all rights, title and interest in and to all Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights in or related to the Service(s), including the Websites, and any part of it (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us. We are the owner or the licensee of all Intellectual Property Rights in Our Websites, and the content or material published on it. Those works are protected by copyright laws and treaties around the world. You must not use any part of the content on Our Websites for commercial purposes without obtaining a license to do so from Us or Our licensors. Further, We claim no intellectual property rights over the content You upload or provide to the Service(s).

7.2 Grant of License to Us: We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to incorporate into the Service(s) or Websites or otherwise use any suggestions, enhancement requests, recommendations, or other feedback We receive from You.

7.3 Grant of License to You: Our product and service names and logos used or displayed on the Service(s) or Websites are Our registered or unregistered trademarks (collectively, “Marks”), and You may only use such Marks to identify You as a user of the Service(s) You have subscribed to.

7.4 Reservation of Rights: All rights not expressly provided to You herein are reserved.

7.5 Logo: You hereby grant Us a revocable, worldwide, non-exclusive, royalty-free license to use, reproduce, publish, and display Your name, logo, and marks on Our Websites, marketing materials, and/or earnings announcement materials by any standard trademark usage guidelines that You provide.

8. Ownership

8.1. anydone Technology : This is a subscription agreement for access to and use of the Services. The customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to the Customer under this Agreement. Customer agrees that anydone 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 Services and all Documentation, professional services deliverables, and any related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "anydone Technology"). Except as expressly outlined in this Agreement, no rights in any anydone Technology are granted to the Customer. Further, the Customer acknowledges that the Services are offered as an on-line, hosted solution and that the Customer has no right to obtain a copy of any of the Services, except for anydone Code and the anydone Apps in the format provided by anydone.

8.2. Feedback : Customers, from time to time, may submit Feedback to anydone. anydone may freely use or exploit Feedback in connection with any of its products or services.

9. Subscription Term, Fees & Payment

9.1. Subscription Term and Renewals : Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve-month periods unless either party gives the other written notice of termination at least thirty (30) days before the expiration of the then-current Subscription Term.

9.2. Fees and Payment: All fees are as outlined in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in Section 11 (Limited Warranty) and (Indemnification), all fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year. The customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings.

9.3. Payment Via Credit Card: If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:

Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes anydone (or its designee) to automatically charge the Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) by the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on the Customer's use of the Services and may include subscription fees for the remainder of the Customer's applicable billing period and overage fees for the prior month.

Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may be charged a foreign transaction fee or other charges.

Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to anydone and anydone may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.

Changing Credit Card Information. At any time, customers may change their Credit Card information by entering updated Credit Card information via the "Settings" page on the Dashboard.

Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending anydone notice of non-renewal to by Section 7.1 (Subscription Term and Renewals) or, if Customer's Subscription Term is on a monthly basis (or if otherwise permitted by anydone), by terminating via the "Settings" page on the Dashboard, with termination effective at the end of the current Subscription Term. As outlined in Section 2.9 (Trial Subscriptions), if Customer does not enter into a paid Subscription Term following a Trial Period, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period and Customer's Credit Card will not be charged.

Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, anydone will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term, after which anydone will not charge Customer's Credit Card for any additional fees.

9.4. Suspension of Service: If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), anydone reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. anydone also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services violates the AUP (Acceptable Use Policy).

10. Term and Termination

10.1. Term: This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

10.2. Termination for Cause : Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

10.3. Effect of Termination: Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related anydone Technology) and delete (or, at anydone's request, return) any and all copies of the Documentation, any anydone passwords or access codes and any other anydone Confidential Information in its possession. Provided this Agreement was not terminated for Customer's breach, Customer may retain and use internally copies of all reports exported from any Service prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that anydone may delete any such data as may have been stored by anydone at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

11. Limited Warranty

11.1. Limited Warranty : anydone warrants, for Customer's benefit only, that each Service will operate in substantial conformity with the applicable Documentation. anydone's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for anydone to use commercially reasonable efforts to correct the reported non-conformity, or if anydone determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.


12.Confidential Information

Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any anydone, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of anydone without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for anydone, the subcontractors referenced in Section 17.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 12. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

13. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party except with the other’s prior written consent, except that. anydone may transfer and assign any of its rights and obligations under this Agreement without consent in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of its voting securities or assets. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind anydone in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the substantially prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. The parties agree that any material breach of Section 2 or 3 may cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of Section 2 or 3 in addition to any other relief to which the owner of such Confidential Information may be entitled. anydone is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.

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