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This is a binding contract (the “Agreement”) between the entity that has authorized you to create an Org (defined below) (“Customer” or “you”) and Townsend Street Labs, Inc. (“Company,” “Spoke”, “we” and “us”). By accepting this Agreement (e.g. by clicking a box indicating your acceptance, by executing an order form that references this Agreement, or, for free services, by using such services), you agree to the term and conditions of this Agreement. By entering into this Agreement on behalf of Customer, you represent that you have the authority to bind Customer to this Agreement. This Agreement includes and incorporates these terms and conditions and, if applicable, any order forms executed by the parties in writing and specifically referencing this Agreement (each, an “Order Form”), and contains, among other things, warranty disclaimers, liability limitations and use limitations. Each party’s acceptance of this Agreement was and is expressly conditional upon the other’s acceptance of the terms contained in the Agreement to the exclusion of all other terms. We reserve the right to change the terms at any time, but if we do, we will bring it to your attention by placing a notice on the Spoke website, sending you an email, and/or by some other means. Except for changes by us as described here, no other amendment or modification of these terms will be effective unless in writing and signed by both you and us. If you do not agree with the changes, you may cease using our Services (defined below). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at email@example.com.
1.1 Subject to Customer’s compliance with the terms and conditions of this Agreement, Spoke will use commercially reasonable efforts to provide the Spoke services (the “Services”) through the Internet during the term of this Agreement (“Term”). To use the Services, Customer will create a username and password for Customer’s Spoke account (“Account”) and create an organization (“Org”). Customer will only choose an Org name containing the name of the entity on whose behalf Customer is entering into this Agreement. Customer acknowledges and agrees that it is Customer’s sole responsibility to ensure that only employees and independent contractors of Customer will be invited to its Org and allowed to use or access the Services. Customer will be solely liable for any actions or omissions of any user in its Org and will defend and indemnify Spoke for any liability, damages, settlements, attorney fees and other costs and expenses arising from or related to such users. Customer may use the administrative username and password to create standard users. Spoke reserves the right to refuse registration of, or cancel passwords it deems inappropriate or cancel user names or Org names that are inaccurate or misleading.
1.2 Subject to the terms hereof, Spoke will use commercially reasonable efforts to provide Customer with basic support services during Spoke’s regular business hours, through electronic mail, online resources, or the Services, in accordance with Spoke’s standard practice. The Services are subject to modification from time to time at Spoke’s sole discretion. Spoke reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, (ii) unavailability of services (including network and hosting services) provided by a third party service provider, or (iii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Spoke.
2.1 Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service or any software, documentation or data related to the Services (“Software”); (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service, or any portion thereof; or (vi) use the Service to build an application, product or service that is competitive with any Spoke product or service. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Content (as defined below) onto the Service. Customer shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service, including those related to data privacy, international communications, export and the transmission of technical or personal data, consumer and child protection, obscenity or defamation. Specifically, but without limitation, Customer will comply with the notice, “opt out” and other provisions of the following California laws: California Business and Professions Code Sections 17538.4 and 17538.45.
2.2 Customer shall not (and shall not permit any third party to), directly or indirectly, (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any material on or through the Service, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (iv) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Spoke or any third party; or (v) impersonates any person or entity, including any employee or representative of Spoke. Additionally, Customer shall not: (i) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (ii) bypass any measures Spoke may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Customer hereby agrees to indemnify and hold harmless Spoke against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use (including but not limited to the actions or omissions of any user within its Org) of the Services. Although Spoke has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Spoke may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required by law. For clarity, messages, texts, and any other communications sent using the Services and within the Org will be Customer’s Proprietary Information (“Customer Communications”). The foregoing obligations with respect to Customer Communications will survive termination of this Agreement, unless such information is used in de-identified and aggregated form. In any event, Spoke may use for development, diagnostic and corrective purposes any data and information it collects relating to the Services.
4.1 Except as expressly set forth herein, Spoke alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Service and/or the Software (whether directly or indirectly), which are hereby assigned to Spoke. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software, or any intellectual property rights.
4.2 Spoke will obtain and process content/data provided by or on behalf of Customer and its users (“Customer Content”) only to perform its obligations under this Agreement. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Customer Content on the Services and the intellectual property rights with respect to that Customer Content. If Spoke receives any notice or claim that any Customer Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party (a “Claim”), Spoke may (but is not required to) suspend activity hereunder with respect to that Customer Content and Customer will indemnify Spoke from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. As between Spoke and Customer, Customer owns all right, title and interest in and to the Customer Content.
5.1 The Services are subject to payment, depending on the particular pricing plan you choose. Please see our Payment and Billing Policy page for a description of the different plans and billing terms, which are incorporated herein. You will pay for the Services in advance, regardless of which billing plan (monthly vs. annual) that you choose.
5.2 We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use the Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. If you choose to pay offline rather than through the Payment Processor (subject to Spoke’s prior written approval), Spoke will invoice you based on your selected billing plan and you will provide all information that Spoke requires to facilitate such offline payment method. You may pay using a credit card, bank wire, ACH or a paper check. All payments will be due Net 30.
5.3 The Services you sign up for will be automatically extended for successive renewal periods of the same duration as the then-current billing plan that you have chosen (each, a “Renewal Term” and together with the first billing cycle, the “Term”), unless terminated earlier in accordance with this Service Agreement.
5.4 You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our Payment Processor if your Payment Method is canceled (e.g. for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of the Services under your Billing Account unless you have terminated your Services in accordance with this Agreement.
5.5 Any free trial or other promotion that provides access to the Services must be used within the specified time of the trial. You must cancel the Services before the end of the trial period in order to avoid being charged for the Services. If you cancel prior to the end of the trial period and are inadvertently charged, please contact us at firstname.lastname@example.org.
6.1 Customer may terminate this Agreement by canceling the Services, provided that you pay any outstanding balances that are due and payable (including for the Services up to and including the last day on which the Services are provided), but such termination will not take effect until the end of the then-current billing cycle. In addition to any other remedies it may have, either party may also terminate this Service Agreement for cause upon fifteen (15) days’ notice, if the other party breaches any of the terms or conditions of this Service Agreement. Upon any termination, Spoke may, but is not obligated to, delete archived data. No refunds will be given. Unused credits in your Account may only be applied if the Services are reactivated in connection with the same Org under which the credits were earned.
6.2 All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
During the Term, Spoke shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Spoke or by third-party providers, or because of other causes beyond Spoke’s reasonable control, but Spoke shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Spoke does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Any service level guarantees will be provided in accordance with your chosen plan. The services and software are provided “as is” and Spoke disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, non-infringement and fitness for a particular purpose.
Notwithstanding anything to the contrary, except for bodily injury of a person, Spoke and its suppliers, officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or Terms and Conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages, even if Spoke has been advised of the possibility of such loss or damage; (c) for any matter beyond Spoke’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Spoke for the Services under this agreement in the 12 months prior to the act that gave rise to the liability.
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 Customer except with Spoke’s prior written consent. Spoke may transfer and assign any of its rights and obligations under this Agreement without consent. 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 Spoke in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the 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. 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.
If you have any questions about Spoke’s Service Agreement or Terms and Conditions, please feel free to contact us at email@example.com or at our mailing address below:
Townsend Street Labs
501 2nd Street
San Francisco, CA
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