Terms of Service

3.1. Provision of Services.

During the Subscription Term, the Company grants to the Customer a non-sublicensable, restricted, revocable, non-transferable, non-exclusive, limited subscription to access and use the Platform Services and the Platform, for Customer's business purposes, and not for resale or further distribution except as expressly permitted below. Customer is responsible for use of the Services by Users and any party who accesses the Services with Customer's or a User's account credentials.

Use for Clients (Agencies). If Customer is an advertising, growth, or marketing agency, Customer may use the Services to provide services to its clients, provided that: (a) Customer remains fully responsible for its Users' and clients' compliance with this Agreement; (b) Customer has all rights and authorizations necessary to connect and process each client's Customer Content and Connected Accounts; and (c) Customer does not resell access to the Services on a standalone basis or represent the Services as its own product.

3.2. Service Level Agreement.

During the Subscription Term, the Company will use commercially reasonable efforts to respond to all incidents where Services are not available or there is material functional degradation within 48 hours. Availability is measured at the point where Services are made available by the Company and excludes unavailability caused by Customer, outages by third-party Internet transport providers, scheduled maintenance periods, or causes beyond the Company's reasonable control.

The Company will use reasonable efforts to provide advance notice of scheduled unavailability of the Services within the Services portal or by email.

3.3. Procurement and Provisioning by Affiliates.

Customer may procure Services under this Agreement for its own account and on behalf of its Affiliates. Customer is responsible for the acts and omissions of any Customer Affiliate that receives the benefit of the Services but is not a signatory under any Sales Order. Customer Affiliates may procure Services directly under this Agreement by executing a Sales Order with the Company. Any Customer Affiliate who signs a Sales Order will be deemed a Customer hereunder and is solely responsible for its performance or non-performance.

3.4. Changes.

The Company may modify the Services and reserves the right to discontinue individual features within the Services from time to time and will provide notice of such changes to customers via the Services web portal or website. The Company shall make reasonable efforts to provide comparable replacements so that functionality of the Platform Services is not impacted.

3.5. Data Retention.

During the Subscription Term, the Company will retain Customer Content as reasonably necessary to provide the Services, including historical reporting and trend analysis, subject to any retention limits stated in the applicable Sales Order or Subscription Plan. Raw data records retrieved from Connected Accounts may be aged out of hot storage after ninety-two (92) days, provided derived analytics remain available for the Subscription Term. Following termination or expiration, Customer Content will be deleted in accordance with Section 10.3. It is Customer's responsibility to export any data it wishes to keep before termination.

3.6. Beta Features.

The Company may make features identified as alpha, beta, preview, early access, or evaluation available to Customer (“Beta Features”). Beta Features are provided for evaluation purposes only, are excluded from the warranties in Section 7 and any service levels in Section 3.2, may be modified or discontinued at any time without notice, and may never become generally available. The Company will have no liability arising from Customer's use of Beta Features.

4.1. Responsibilities.

Customer will be responsible for all use of the Services and Documentation under its account, the accuracy, quality, integrity and legality of Customer Content, administering registration and password access to the Services, maintaining the security of Customer's account, passwords and files, and ensuring Users' compliance with this Agreement.

Customer will use the Services, and ensure that its Users use the Services, solely in compliance with applicable laws, rules and regulations; make available personnel and information reasonably required for the Services to be delivered; use commercially reasonable efforts to prevent unauthorized access to or use of the Services; and promptly notify the Company of unauthorized access or use.

Customer shall not share sensitive data with the Company unless special handling has been agreed by the Company in writing in advance.

4.2. Restrictions.

Customer will not, and will ensure that its Users do not, directly or indirectly make the Services available to anyone other than Users or use the Services for the benefit of any third party except Customer's Affiliates and, where Section 3.1 (Use for Clients) applies, Customer's clients; sell, resell, assign, pledge, transfer, license, sublicense, distribute, rent or lease the Services; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services; modify, translate or create derivative works based on the Services; remove proprietary notices or labels; use the Services to build or support products or services competitive to the Services. Customer will further not, and will ensure that its Users do not: use the Services or any Output to develop, train, fine-tune, or improve any machine-learning model or product that competes with the Services, or attempt to extract the Company's underlying models or algorithms; use any automated means to scrape or bulk-extract data from the Services other than through interfaces the Company provides;

4.3. Usage Rights.

Customers will not permit anyone other than its Users to access or use the Services. Customers will ensure that its use of the Services does not exceed the usage terms specified in the Sales Order (Usage Rights). If the Company determines that Customer is exceeding the Usage Rights, the Company may charge Customer, and Customer agrees to pay, for the applicable usage tier, co-termed with the Subscription Term in the applicable Sales Order. Unless otherwise set forth in the Sales Order, each User will be a named individual identified by his or her individual email address.

4.4. Suspension.

The Company may immediately suspend Customer's account and access to the Services if Customer fails to pay overdue undisputed amounts within 10 business days following written notice of delinquency, violates Section 4.2 (Restrictions), or violates Section 6.4 (Confidentiality). Any suspension will not relieve Customer of its payment obligations. The Company will promptly lift the suspension upon Customer's payment or remedy of the triggering violation, as applicable.

4.5. Acceptable Use.

Customer will not submit to the Services, or use the Services (including AI generation features) to create, any content that: (a) is unlawful, deceptive, defamatory, or infringes any third party's intellectual property, privacy, publicity, or other rights; (b) depicts or exploits minors inappropriately; (c) contains malware or is designed to interfere with the Services; or (d) violates the advertising policies of the ad networks to which the content is directed. The Company may remove or decline to process content that it reasonably believes violates this Section and may suspend the offending account for material or repeated violations. The Company is not obligated to pre-screen Customer Content but reserves the right to review it for compliance.

4.6. Connected Accounts and Third-Party Platforms.

(a) To use the Services, Customer will link one or more Connected Accounts. Customer represents and warrants that it is authorized to grant the Company access to each Connected Account and the data within it, and that its accounts are in good standing with each platform provider.

(b) Customer is responsible for compliance with the terms, API policies, and advertising policies of each Connected Account provider. The Company will access Connected Accounts only as needed to provide the Services and will store access credentials using industry-standard safeguards.

(c) Each Connected Account, including its availability, API behavior, data accuracy, and any decision by its provider to modify, throttle, suspend, or terminate access or Customer's account, is solely controlled by the applicable provider. The Company is not liable for any unavailability of, changes to, or actions taken by any Connected Account provider, including suspension of Customer's advertising accounts.

5.1. Fees and Payment.

Except for Fees subject to a good faith dispute, Customer will pay the Company the Fees as set forth in the applicable Sales Order and invoiced pursuant to this Agreement. Except as expressly set forth in this Agreement or the applicable Provisioning Document: fees are quoted and due in advance in United States Dollars, net of taxes, and invoiced on the start date of the applicable service period; fees paid are non-refundable; and payment obligations are non-cancelable. All amounts are due and payable as specified in the Sales Order. If no payment terms are specified in a Sales Order, payment terms are net 7 days from receipt of invoice.

5.2. Taxes; No Set-off.

All Fees are exclusive of, and Customer will be responsible for payment of, taxes, levies, duties or similar local, state, provincial, federal or foreign jurisdiction governmental assessments on the Company Services. Customer is not responsible for taxes based on the Company's net income or property. Customer may not withhold any taxes or charges from amounts due to the Company or set off any amounts due to the Company.

5.3. Self-Serve Subscriptions, Trials and Auto-Renewal.

(a) Online Subscriptions. Where Customer purchases a Subscription Plan through the Platform rather than a signed Sales Order, this Section applies in place of any conflicting invoicing terms in Section 5.1. Fees are charged to Customer's designated payment method through the Company's payment processor at the start of each billing period.

(b) Automatic Renewal. UNLESS CUSTOMER CANCELS BEFORE THE END OF THE THEN-CURRENT PERIOD, ONLINE SUBSCRIPTIONS RENEW AUTOMATICALLY FOR SUCCESSIVE PERIODS OF THE SAME LENGTH AT THE COMPANY'S THEN-CURRENT PRICING, AND CUSTOMER AUTHORIZES THE COMPANY TO CHARGE THE DESIGNATED PAYMENT METHOD ON EACH RENEWAL. Customer may cancel at any time via a cancellation request to [email protected]. Nothing in this Section overrides mandatory local laws regarding cancellation or refund rights.

(c) Price Changes. Price changes to an existing Online Subscription take effect at the later of the next renewal or thirty (30) days after notice; Customer's remedy if it disagrees is to cancel before renewal.

(d) Free Trials. Trial access is provided as-is, without warranties or service levels.

(e) Free Tools. Use of free tools offered on the Company's website is governed by this Agreement and any supplemental terms presented with the tool. Users of free tools represent that they have all rights necessary in the content they upload, grant the Company a license to process it solely to operate the tool, and the Company may delete such content at any time and may also modify or discotinue such tools without notice.

6.1. The Company's Ownership Rights.

As between the parties, the Company retains all right, title and interest in its trademarks, service marks, logos, domain names, patents, copyrights, trade secrets, and other intellectual property rights in and to the Services, the Platform, related and underlying software, technology, algorithms, interfaces, processes, tools, Documentation, and any derivative works, modifications, or improvements of any of the foregoing (collectively, Company Technology). Except for the express limited rights set forth in this Agreement, no right, title or interest in the Company's intellectual property rights is granted to Customer. All rights not expressly granted are reserved, and there are no implied licenses under this Agreement, including to the Company's AI models, algorithms, training data, or model weights.

6.2. Feedback.

Customer grants the Company and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or its Users relating to the operation of Services or any of the Company’s affiliates’ services (“Feedback”). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or its Users and without any obligation to the Customer or its Users. Furthermore, the Company is not obligated to use any Feedback.

6.3. Customer Content.

Customer represents and warrants that it owns or has secured all rights in Customer Content necessary to grant the license below and to permit its processing as contemplated by this Agreement. Customer grants the Company a non-exclusive, worldwide, fully-paid, sublicensable (to the Company's subprocessors), irrevocable-during-the-Term license to host, copy, process, transmit, display, and create derivative works of Customer Content solely to: (i) provide, secure, and support the Services; (ii) generate Outputs at Customer's direction; and (iii) enforce this Agreement. To the extent the Services modify or adapt Customer creatives at Customer's direction, Customer waives, and will ensure its licensors waive, any moral rights or rights of attribution and integrity in Customer Content to the extent needed for the Company to provide the Services.

6.4. Confidentiality.

Each party will use the Confidential Information of the other solely in accordance with this Agreement and will not disclose, or permit Confidential Information of the other party to be disclosed, directly or indirectly to any third party without the other's prior written consent, except as otherwise permitted herein.

Either party may disclose Confidential Information to employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by obligations at least as stringent as those herein, and, in the Company's case, to subcontractors and service providers (including cloud infrastructure and AI model providers) engaged to provide the Services who are bound by confidentiality obligations as per commercially reasonable standards ; or as required by law, provided the disclosing party, if permitted and practicable, gives prior written notification and an opportunity to contest such disclosure and uses reasonable efforts to minimize disclosure.

Each party will exercise due care in protecting Confidential Information from unauthorized use and disclosure and will promptly notify the other in writing if it becomes aware of any violations of confidentiality obligations. Customer Content will be deemed Customer's Confidential Information and Company Technology will be deemed the Company's Confidential Information.

6.5. Aggregated Information.

The Company may aggregate, collect and analyze information relating to the provision, use and performance of the Services and may use such information during and after the term to develop and improve the Services and other Company offerings, including disclosure in aggregated and anonymized format such that no Customer, individual or household can be identified or re-identified. The Company will implement and maintain reasonable measures designed to prevent the re-identification of such aggregated and anonymised information, will not attempt to re-identify it, and will contractually require any recipient of such information to do the same.

6.6. Aritifical Intelligence (AI) Inputs and Outputs.

(a) Ownership. As between the parties, Customer owns its Inputs, and the Company assigns to Customer all of the Company's right, title and interest, if any, in Outputs generated for Customer. The Company does not restrict Customer's commercial use of Outputs, subject to restrictions set out in this Agreement and applicable law.

(b) Non-Exclusivity. Due to the nature of aritifical intelligence (AI) technologies, Outputs may not be unique: the Services may generate the same or similar output for other customers. This Section does not assign rights in any other customer's outputs, in third-party materials, or in the Company Technology used to generate Outputs.

(c) Customer Responsibility. Customer is solely responsible for its use, publication, and distribution of Outputs, including evaluating each Output for accuracy and fitness before use, ensuring Outputs comply with applicable law and the policies of the advertising platforms where they run, and securing any third-party clearances (including music, likeness, and trademark rights) that Customer's use requires. Any reference in an Output to a third-party product, brand, or service does not indicate endorsement by or affiliation with that third party.

7.1. General Warranty.

Each party represents and warrants to the other party that it has the power and authority to enter into this Agreement and to perform its obligations hereunder, and it will carry out its obligations under this Agreement in compliance with Applicable Laws, rules and regulations, applicable to it and the Services

7.2. Services Warranty.

The Company warrants that the Services, under normal use, will perform materially in accordance with the Documentation.

7.3. Warranty Remedies.

Customer will notify the Company of any Services non-conformance under Section 7.2 without undue delay and no later than 30 days after the date on which Customer became aware of the condition giving rise to the claim. Provided Customer notifies the Company within such time and provides reasonable evidence of the non-conformance, the Company will correct the non-conformance at no additional charge within 30 days. If the Company cannot re-perform such deficient Services as warranted, Customer's sole and exclusive remedy will be to terminate the deficient Services under Section 10.2 and recover a pro-rata portion of the prepaid fees for such deficient Services for the period after the termination date.

7.4. Warranty Disclaimer.

Except as expressly set forth herein and to the extent not prohibited by law, the Company disclaims any and all representations, warranties and guarantees that the Services will operate without error or interruption or will be free of vulnerabilities. Each party disclaims all express, implied or statutory warranties, including warranties of merchantability, title, non-infringement, or fitness for a particular purpose. The Company disclaims failures, delays, and other problems inherent in the use of the Internet. Without limiting the foregoing, the Company makes no representation or warranty as to the accuracy, originality, non-infringement, or fitness for any purpose of any Output or of any AI-generated tag, insight, or recommendation. AI Outputs and AI-generated analytics may contain errors or material resembling third-party content, should not be relied on as a sole basis for business decisions, and Customer is solely responsible for reviewing them before relying on them or publishing them. Section 8.1 (Indemnification by the Company) does not apply to claims arising from Outputs or from Customer's use of them.

8.1. Indemnification by the Company.

The Company will defend Customer against any direct claim, demand, suit or proceeding made or brought against Customer by a third party to the extent alleging that use of the Services or Documentation as permitted hereunder infringes or misappropriates a valid United States patent, copyright, trademark or trade secret (Claim)..The Company's obligations are subject to Customer providing written notice within seven (7) days of becoming aware of such Claim, the Company having sole and exclusive authority to defend and settle the Claim, and Customer reasonably cooperating with the Company at the Company's expense. The Company shall not be responsible for settlements entered into or damages arising from admissions by Customer without the Company's prior written consent.

If use of the Services or Documentation by Customer has become, or in the Company's opinion is likely to become, the subject of any Claim, the Company may procure for Customer the right to continue using the Services or Documentation, replace or modify them to make them non-infringing with comparable functionality, or, if those options are not reasonably and commercially practicable, terminate this Agreement and provide a pro rata refund of prepaid fees.

The Company has no liability or obligation for any Claim to the extent caused by compliance with designs, guidelines, plans or specifications provided by Customer; use of the Services by Customer not in compliance with this Agreement; modification of the Services without the Company's prior written consent; Customer Content; or combination of the Services with third-party applications, products or services.

This Section 8.1 states the Company's and its Affiliates' sole and exclusive liability and obligation, and Customer's exclusive remedy, for any claim related to infringement or misappropriation of intellectual property rights.

8.2. Indemnification by Customer.

Customer will defend the Company against any claim brought by a third party alleging that Customer Content infringes or otherwise violates the intellectual property, privacy or other rights of the claimant, or that Customer's use of the Services other than as authorized in this Agreement violates applicable law or regulations or infringes the claimant's intellectual property rights. Customer will pay all damages and costs finally awarded against the Company or set forth in an approved settlement as a result of such claim.

The Company is not obliged to review Customer Content for accuracy, legality or potential liability, and Customer shall fully indemnify, defend and hold the Company harmless from damages, losses, costs, or liabilities caused to the Company on account of Customer non-compliance. The procedures set forth in Section 8.1 apply with respect to Customer's indemnification obligations.

10.1. Term.

The term of this Agreement begins on the effective date stated in any Sales Order or the date of acceptance of this ToS via a click-through on the Company's website and will remain in effect until terminated in accordance with its terms.

10.2. Termination.

Each party has the right to terminate this Agreement upon written notice if there is no Sales Order currently in effect; if the other party commits a material breach of this Agreement and fails to remedy such breach, if capable of remedy, within 30 days after written notice; or, subject to applicable law, upon the other party's liquidation, commencement of dissolution proceedings, insolvency or assignment of substantially all assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within 60 days.

10.3. Effect of Termination.

If the Company terminates a Sales Order for Customer's uncured material breach, all fees set forth in the terminated Sales Order will be immediately due and payable, all rights granted thereunder will immediately terminate, and any fees for usage of the Services in excess of Usage Rights will also be immediately due and payable. If Customer terminates a Sales Order for the Company's uncured material breach, Customer will be entitled to a pro-rata refund for applicable prepaid fees under such terminated Sales Order for Services not performed as of the termination date.

Upon completion of the Agreement Term or termination of this Agreement, all rights to access and use the Services will terminate, the Company will irretrievably delete and destroy Customer Content and, if requested in writing, certify such destruction, provided that this obligation does not extend to aggregated and anonymised information generated under Section 6.5, or to copies retained in routine backup or archival systems or as required by applicable law, each of which remains subject to the confidentiality obligations in this Agreement and Customer will delete and remove from its computers all copies of Company Technology, including Company software, and, if requested, certify such deletion and removal in writing.

10.4. Survival.

Upon termination of this Agreement all rights and obligations granted therein will immediately terminate except that any accrued rights and Sections 4.1 (Customer Responsibilities and Restrictions), 5 (Fees and Payment), 6 (Proprietary Rights and Confidentiality), 7.4 (Warranty Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10.3 (Effect of Termination), and 12 (General) will survive.

11.1. Personal Information Safeguards.

If the Company has access to Personal Information, the Company acknowledges that it shall hold such information in the strictest confidence and protect it in accordance with the confidentiality provisions in the Agreement and applicable laws, rules and regulations. The Company shall only use Personal Information as necessary to provide the Services; maintain appropriate administrative, physical and technical safeguards designed to protect Personal Information in accordance with industry standards and applicable law; notify Customer without undue delay following confirmation of unauthorized third-party access to Personal Information; and promptly remediate identified security vulnerabilities and results of a data breach.

(a) Roles. In providing the Services, the Company processes personal data contained in Customer Content as a processor (or service provider) on Customer's behalf. The terms of this Section 11 govern that processing. The Company’s Privacy Policy (available at segwise.ai/privacy-policy) describes the Company’s processing of personal data as a controller and does not govern Customer Content. In the event of any conflict between this Agreement and the Privacy Policy with respect to Customer Content, this Agreement prevails

(b) Incident Notice. The Company will notify Customer without undue delay after confirming any unauthorized access to or disclosure of Customer Content (not limited to personal data), and will provide reasonable information about the incident and remediation steps.

(c) Customer shall not submit special categories of personal data (such as health or biometric data) to the Services unless agreed in writing.

(d) Service Provider / Processor Terms. With respect to personal data contained in Customer Content: (i) Customer is the business or controller and the Company is a service provider or processor; (ii) the Company will process such personal data only on Customer’s documented instructions and only for the limited and specified purpose of providing the Services under this Agreement, and will notify Customer if it determines that it can no longer meet its obligations under applicable data protection law; (iii) the Company will not sell or share such personal data, will not retain, use or disclose it for any purpose other than the business purposes specified in this Agreement, will not retain, use or disclose it outside the direct business relationship between the parties, and will not combine it with personal data received from any other source except as permitted by applicable law; (iv) the Company will ensure that personnel with access to such personal data are bound by obligations of confidentiality; (v) the Company will engage subprocessors only under a written contract imposing obligations no less protective than those set out in this Section 11, and will remain responsible for their performance; (vi) the Company will provide reasonable assistance to Customer in responding to verified consumer or data subject requests, and will not respond directly to any such request other than to direct the individual to Customer; (vii) the Company will provide reasonable assistance to Customer with its security, breach notification and data protection assessment obligations; (viii) on expiry or termination, the Company will delete or, at Customer’s election, return such personal data, subject to Section 10.3.

12.1. Compliance with Laws.

Each party agrees to abide by all laws, ordinances and regulations, whether international, federal, state, local or provincial, to the extent applicable to its performance under this Agreement.

12.2. Assignment; Delegation.

Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent. Notwithstanding the foregoing, either party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning party's business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.

12.3. Waiver.

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. The failure of either party to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

12.4. Independent Parties.

The parties are independent contracting parties. Nothing in this Agreement will be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

12.5. Force Majeure.

Neither party will be deemed in breach for any cessation, interruption or delay in performance due to causes beyond reasonable control, including earthquake, flood, other natural disaster, acts of God, pandemic or similar outbreak, labor controversy, civil disturbance, terrorism, war, cyber-attacks, inability to obtain sufficient supplies, transportation or other essential commodity or service, or any change in or adoption of law, regulation, judgment or decree.

12.6. Governing Law.

This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws rules. The state and federal courts located in the County of Sussex, Delaware shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

12.7. Customer Reference.

The Company is permitted to disclose that Customer is one of its customers to any third party at its sole discretion and to use Customer's logo on the Company's website. Customer also agrees to consider reasonable requests to serve as a reference or host onsite reference visits, collaborate on press releases, and collaborate on case studies or other marketing collateral as mutually agreed between the parties.

12.8. Notices.

The Company may give general notices for Services applicable to all customers via a notice on the Services web portal. Any legal notice required or permitted to be given hereunder will be given in writing by electronic mail and via registered post or reputed courier. Notices to Customer must be sent to the email or other address set forth in the applicable Sales Order. Notices to the Company must be sent to GrowthDuty, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, and emailed to [email protected].

12.9. Entire Agreement.

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 writing signed by both parties, except as otherwise provided herein.

No terms or conditions stated in a Customer purchase order, vendor or partner onboarding process or web portal, or any other Customer order documentation, other than the Sales Order as mutually agreed and signed by both parties, will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. In the event of a conflict between the Master Services Agreement and a Sales Order, the Sales Order shall prevail.

This Agreement or any underlying Sales Order may be executed in separate counterparts. A signature transmitted by electronic image such as a PDF shall be effective. For certain uses of the Platform Services, Customer may be asked to indicate acceptance of this ToS by clicking a button marked I Accept, I Agree, Okay or I Consent, or other words or actions that similarly acknowledge consent or acceptance of click-through terms and conditions. Any consent so provided will be deemed valid consent under all applicable laws.

12.10. Updates to these Terms.

For Customers on a signed Sales Order, this Agreement may be modified only in a writing signed by both parties, and the version in effect at Sales Order execution governs for the then-current Subscription Term. For Customers who accept this Agreement via click-through, the Company may update this Agreement by posting a revised version and updating the “Last Updated” date. Customer's continued use of the Services after the Last Updated date constitutes acceptance; Customer's remedy if it objects is to cancel before renewal.

12.11. Export Control and Sanctions.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions, and is not listed on any U.S. government restricted-party list. Each party will comply with applicable export control and sanctions laws in performing under this Agreement, and Customer will not permit access to the Services in violation of such laws.