Corporate Terms of Service
THANK YOU FOR CHOOSING ABBOT (OWNED AND OPERATED BY A SERIOUS BUSINESS, INC.) FOR YOUR COMPANY’S BUSINESS NEEDS. PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS USE OF THE PRODUCTS (AS DEFINED BELOW), UNLESS A SERIOUS BUSINESS, INC. HAS EXECUTED A SEPARATE WRITTEN AGREEMENT WITH CUSTOMER FOR THAT PURPOSE.
BY CLICKING ON THE "I AGREE" OR SIMILAR BUTTON OR BY ACCESSING THE PRODUCTS, CUSTOMER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT IT HAS THE LEGAL AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT.
A Serious Business, Inc. Corporate Terms of Service
Version Effective Date: August 3, 2020
This Agreement applies to the following A Serious Business, Inc. offerings, as further defined below (collectively, the “Products”):
- The Abbot Service located at ab.bot and all subdomains of ab.bot;
- Any Beta Previews of Abbot;
- Any related Support for Abbot;
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party where "control" means having more than fifty percent (50%) ownership or the right to direct the management of the entity.
“Agreement” means, collectively, to all the terms, conditions, notices contained or referenced in this document and all other operating rules, policies and procedures that A Serious Business, Inc. may publish from time to time on the Service. A Serious Business, Inc.'s site policies are available at https://ab.bot/about/policy/.
“All Users” means, collectively, Customer’s Users and External Users who use the Service.
“Americas” means the United States, Canada, Mexico, or a country in Central or South America or the Caribbean.
"Beta Previews" mean software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
"Confidential Information" means all non-public information disclosed by either Party to the others, whether in writing, orally or by other means, designated as confidential or that the receiving Party knows or reasonably should know, under the circumstances surrounding the disclosure and the nature of the information, is confidential to the disclosing Party. For the avoidance of doubt, no Content posted on the Service will be considered Confidential Information except for Customer Content stored solely in Customer’s Private Repositories. Confidential Information does not include any information that (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it; (iii) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; (iv) the receiving Party independently develops without access to or use of the other Party's Confidential Information; or (v) is or has been stored or posted on the Service and outside of Customer’s Private Repositories.
"Content" means, without limitation, text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are featured, displayed, or otherwise made available through the Service.
"Corporate Account" means an account created by a User on behalf of an entity.
"Customer" means the company or organization that has entered into this Agreement with A Serious Business, Inc. by clicking on the "I AGREE" or similar button or by accessing the Products.
"Customer Content" means Content that Customer creates, owns, or to which Customer holds the rights.
"Documentation" means any manuals, documentation and other supporting materials relating to the Products that A Serious Business, Inc. provides or makes available to Customer.
"Effective Date" is the earlier of the date on which Customer (i) clicks “I agree” to the terms and conditions of this Agreement, or (ii) first places an order for the Products.
"External User" means an individual, not including Customer’s Users, who visit or use the Service.
"Feedback" means any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback on A Serious Business, Inc. products or services.
"Fees" means the fees Customer is required to pay A Serious Business, Inc. to (i) use the Products during the applicable Term or (ii) receive Professional Services, as such fees are reflected on an Order Form or SOW.
“A Serious Business, Inc.” means A Serious Business, Inc. (the owner and operator of Abbot), its Affiliates, and its Representatives.
"A Serious Business, Inc. Content" means Content that A Serious Business, Inc. creates, owns, or to which it holds the rights.
"Order Form" means written or electronic documentation (including a quote) that the Parties may use to order the Products.
"Representatives" means a Party’s employees, officers, agents, independent contractors, consultants, and legal and financial advisors.
“Scraping” means extracting data from the Service via an automated process, such as a bot or webcrawler, and does not include the collection of information through Abbot's API.
"Service" means A Serious Business, Inc.'s hosted service (Abbot) and any applicable Documentation.
"Subscription License" means the license assigned to each User to install, operate, access, and use the Service on Customer’s behalf. Customer may only assign one Subscription License per User across its Organizations. For clarity, once Customer assigns a Subscription License to a User, Customer is prohibited from bifurcating the Subscription License so that one User can use a Subscription License on one Organization while another User uses the same Subscription License on another Organization.
“Support” means technical support for the Service that A Serious Business, Inc. may provide for Abbot.
"User" means an individual Account who (a) accesses or uses the Service, (b) accesses or uses any part of Customer’s account; or (c) directs the use of Customer’s account in the performance of functions, in each case on Customer’s behalf. The number of Users should not exceed the number of Subscription Licenses that Customer has purchased.
“User-Generated Content” means Content created or owned by a third party or External User.
B. Account Terms
1. Account Controls
- Users. Customer acknowledges that Users retain ultimate administrative control over their individual accounts and the Content within them. A Serious Business, Inc.'s Standard Terms of Service govern Users' use of the Service, except with respect to Users' activities under this Section B.
- Boards. Customer retains ultimate administrative control over any Board created on Customer’s behalf and User-Generated Content posted to the repositories within its Organization(s), subject to this Section B. This Section B will govern the use of Customer’s Organization(s).
2. Account Requirements
In order to create an account, Customer must adhere to the following:
- Customer must not create an account for use of any person under the age of 13. If A Serious Business, Inc. learns of any User under the age of 13, it will terminate that User's account immediately. If Customer or its User(s) are located in a country outside the United States, that country's minimum age may be older; in such a case, Customer is responsible for complying with that country's laws.
- A User’s login may not be shared by multiple people.
- Customer must not use the Products (a) in violation of export control or sanctions laws of the United States or any other applicable jurisdiction; (b) if it is located in or ordinarily resident in a country or territory subject to comprehensive to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC); or (c) if it is or is working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions.
3. Account Security
Customer is responsible for: (i) all Content posted and activity that occurs under its Corporate Account; (ii) maintaining the security of its account login credentials; and (iii) promptly notifying A Serious Business, Inc. upon becoming aware of any unauthorized use of, or access to, the Service through its account. A Serious Business, Inc. will not be liable for any loss or damage from Customer’s failure to comply with this Section B.
4. Third Party Terms
In some situations, third parties' terms may apply to Customer's use of Abbot. For example, Customer may be a member of an Organization with its own terms or license agreements; Customer may download an application that integrates with the Service; or Customer may use the Service to authenticate to another service. While this Agreement is A Serious Business, Inc.’s full agreement with Customer, other parties' terms govern their relationships with Customer.
C. Compliance with Laws; Acceptable Use; Privacy
1. Compliance with Laws and Regulations
Customer’s use of the Products must not violate any applicable laws, including copyright or trademark laws, export control laws, or regulations in its jurisdiction.
2. Acceptable Use
Customer’s use of the Service must comply with A Serious Business, Inc.'s Acceptable Use Policy policy. Customer must not use the Service in any jurisdiction for unlawful, obscene, offensive or fraudulent Content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights.
The A Serious Business, Inc. Privacy Statement provides detailed notice of A Serious Business, Inc.'s privacy and data use practices. Any person, entity, or service collecting data from the Service must comply with the A Serious Business, Inc. Privacy Statement, particularly in regards to the collection of Users' Personal Information (as defined in the A Serious Business, Inc. Privacy Statement). If Customer collects any User Personal Information from A Serious Business, Inc., Customer will only use it for the purpose for which the External User has authorized it. Customer will reasonably secure any such Personal Information, and Customer will respond promptly to complaints, removal requests, and "do not contact" requests from A Serious Business, Inc. or External Users.
D. Content Responsibility; Ownership; License Rights
1. Responsibility for User-Generated Content
Customer and its Users may create or upload User-Generated Content while using the Service. Customer is solely responsible for any User-Generated Content that it posts, uploads, links to or otherwise make available via the Service, regardless of the form of that User-Generated Content. A Serious Business, Inc. is not responsible for any public display or misuse of User-Generated Content.
2. Ownership of Content, Right to Post, and License Grants
Customer retains ownership of Customer Content that Customer creates or owns. Customer acknowledges that it: (a) is responsible for Customer Content, (b) will only submit Customer Content that Customer has the right to post (including third party or User-Generated Content), and (c) Customer will fully comply with any third-party licenses relating to Customer Content that Customer posts. Customer grants the rights set forth in Sections D.3 through D.6, free of charge and for the purposes identified in those sections until such time as Customer removes Customer Content from A Serious Business, Inc. servers, except for Content Customer has posted publicly and that External Users have Forked, in which case the license is perpetual until such time as all Forks of Customer Content have been removed from A Serious Business, Inc. servers. If Customer uploads Customer Content that already comes with a license granting A Serious Business, Inc. the permissions it needs to run the Service, no additional license is required.
3. License Grant to Us
Customer grants to A Serious Business, Inc. the right to store, parse, and display Customer Content, and make incidental copies only as necessary to provide the Service. This includes the right to copy Customer Content to A Serious Business, Inc.'s database and make backups; display Customer Content to Customer and those to whom Customer chooses to show it; parse Customer Content into a search index or otherwise analyze it on A Serious Business, Inc.'s servers; share Customer Content with External Users with whom Customer chooses to share it; and perform Customer Content, in case it is something like music or video. These rights apply to both public and Private Repositories. This license does not grant A Serious Business, Inc. the right to sell Customer Content or otherwise distribute or use it outside of the Service. Customer grants to A Serious Business, Inc. the rights it needs to use Customer Content without attribution and to make reasonable adaptations of Customer Content as necessary to provide the Service.
4. Moral Rights
Customer retains all moral rights to Customer Content that it uploads, publishes, or submits to any part of the Service, including the rights of integrity and attribution. However, Customer waives these rights and agrees not to assert them against A Serious Business, Inc., solely to enable A Serious Business, Inc. to reasonably exercise the rights granted in Section D, but not otherwise.
E. Private Boards
Customer is responsible for managing access to its Private Boards, including invitations, administrative control of Organizations and teams, and of access.
A Serious Business, Inc. considers Customer Content in Customer’s Private Boards to be Customer’s Confidential Information. A Serious Business, Inc. will protect and keep strictly confidential the Customer Content of Private Boards in accordance with Section R.
A Serious Business, Inc. may only access Customer’s Private Boards (i) with Customer’s consent and knowledge, for support reasons or (ii) when access is required for security reasons. Customer may choose to enable additional access to its Private Boards. For example, Customer may enable various A Serious Business, Inc. services or features that require additional rights to Customer Content in Private Boards. These rights may vary depending on the service or feature, but A Serious Business, Inc. will continue to treat Customer Content in Customer’s Private Boards as Customer’s Confidential Information. If those services or features require rights in addition to those it needs to provide the Service, A Serious Business, Inc. will provide an explanation of those rights.
If A Serious Business, Inc. has reason to believe the Content of a Private Board is in violation of the law or of this Agreement, A Serious Business, Inc. has the right to access, review, and remove that Content. Additionally, A Serious Business, Inc. may be compelled by law to disclose the Content of Customer’s Private Boards. Unless otherwise bound by requirements under law or if in response to a security threat or other risk to security, A Serious Business, Inc. will provide notice of such actions.
F. Intellectual Property Notice
1. A Serious Business, Inc.'s Rights to Content
2. License to A Serious Business, Inc. Policies
This Agreement is licensed under this Creative Commons Zero license.
3. Intellectual Property Rights Reserved
As between the Parties, A Serious Business, Inc. owns all right, title and interest, including all intellectual property rights, in and to the Products. A Serious Business, Inc. reserves all rights in and to the Products not expressly granted to Customer under this Agreement. A Serious Business, Inc. may use, modify, and incorporate into its products, any Feedback, comments, or suggestions that Customer may provide or post in forums without any obligation to Customer.
G. Subscription Licenses
Subscription Licenses are granted on a per User basis and multiple Users may not use the same Subscription License. Customer may reassign a Subscription License to a new User only after ninety (90) days from the last reassignment of that same Subscription License, unless the reassignment is due to (i) permanent hardware failure or loss, (ii) termination of the User’s employment or contract, or (iii) temporary reallocation of Subscription Licenses to cover a User’s absence. When Customer reassigns a Subscription License from one User to another, Customer must block the former User’s access to the Subscription License and Customer’s Organizations.
Customer’s Affiliates are authorized to use the Products in accordance with this Agreement, so long as Customer remains fully responsible for their access and use of the Products.
1. Pricing; Fees
Our pricing is available at aseriousbusiness.com/#pricing (unless otherwise negotiated by the parties and stated in an Order Form). Customer agrees to pay the Fees in full, up front without deduction or setoff of any kind, in U.S. Dollars. Customer must pay the Fees within thirty (30) days of the A Serious Business, Inc. invoice date. Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If Customer fails to pay any Fees on time, A Serious Business, Inc. reserves the right, in addition to taking any other action at law or equity, to to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable Order Form or SOW. Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on A Serious Business, Inc.'s net income) that are imposed or become due in connection with this Agreement.
2. Purchasing Additional Subscription Licenses
Customer may obtain additional Subscription Licenses under this Agreement by submitting a request through the Service or via its sales team. If Customer purchases the additional Subscription Licenses, Customer must pay the then-currently applicable Fees for them, prorated for the balance of the applicable Subscription Term. Upon renewal of Customer’s Subscription Licenses for another Subscription Term, A Serious Business, Inc. will invoice all Subscription Licenses at once on an annual basis unless otherwise specified in an Order Form.
Customer authorizes A Serious Business, Inc. to charge the on-file credit card, PayPal account, or other approved methods of payment for Fees.
J. Term; Termination; Suspension
This Agreement starts on the Effective Date and will continue in effect until terminated by a Party in accordance with this Section J.
2. Termination for Convenience; Account Cancellation
Either Party may terminate an Order Form (if applicable) or this Agreement, without cause, upon at least thirty (30) days' prior written notice. If Customer elects to terminate an Order Form or Agreement, it is Customer's responsibility to properly cancel its account with A Serious Business, Inc. by going into Settings in the global navigation bar at the top of the screen. A Serious Business, Inc. cannot cancel accounts in response to an email or phone request.
3. Termination for Material Breach
Either Party may terminate this Agreement immediately upon notice if the other Party breaches a material obligation under this Agreement and fails to cure the breach within thirty (30) days from the date it receives notification. A Serious Business, Inc. may terminate this Agreement if Customer's Account has been suspended for more than 90 days.
4. Effect of Termination
Order Forms. Upon termination of this Agreement, Customer may not execute additional Order Forms (if applicable); however, this Agreement will remain in effect for the remainder of any active Order Forms. When an Order Form terminates or expires, as to that Order Form: (i) the Term will immediately end; (ii) any Subscription Licenses in the Order Form will automatically terminate, and Customer will no longer have the right to use the Service; (iii) if any Fees were owed prior to termination, Customer must pay those Fees immediately; (iv) each Party will promptly return (or, if the other party requests it, destroy) all Confidential Information belonging to the other to the extent permitted by the Service. Notwithstanding the foregoing, A Serious Business, Inc. will make a reasonable effort to provide Customer with a copy of its lawful, non-infringing account Contents upon request; provided that Customer makes this request within 90 days of termination, suspension, or downgrade.
A Serious Business, Inc. will retain and use Customer's information as necessary to comply with our legal obligations, resolve disputes, and enforce A Serious Business, Inc.'s agreements, but barring legal requirements, A Serious Business, Inc. will delete Customer's full profile and the Content of its repositories within 90 days of termination or expiration (though some information may remain in encrypted backups). This information cannot be recovered once Customer's account is cancelled.
A Serious Business, Inc. will not delete Content that Customer has contributed to External Users' repositories or that External Users have forked.
A Serious Business, Inc. has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, A Serious Business, Inc. typically provides notice in the form of a banner or email on or before such suspension. A Serious Business, Inc. will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.
All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
K. Communications with A Serious Business, Inc.
1. Electronic Communication Required
For contractual purposes, Customer (1) consents to receive communications in an electronic form via the email address it submitted or via the Service; and (2) agrees that all Terms of Service, agreements, notices, disclosures, and other communications that A Serious Business, Inc. provides electronically satisfies any legal requirement that those communications would satisfy if they were on paper. This section does not affect Customer's non-waivable rights.
2. Legal Notice to A Serious Business, Inc. Must Be in Writing
Communications made through email will not constitute legal notice to A Serious Business, Inc. in any situation where notice to A Serious Business, Inc. is required by contract or any law or regulation. Legal notice to A Serious Business, Inc. must be in writing and served on A Serious Business, Inc.'s legal agent.
L. Limited Warranty; Disclaimer
General Warranty. Each Party represents and warrants to the other that it has the legal power and authority to enter into this Agreement, and that this Agreement and each Order Form and SOW is entered into by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement.
Professional Services Warranty. Unless otherwise set forth in an SOW, A Serious Business, Inc. warrants that any Professional Services performed under this Agreement will be performed in a professional and workmanlike manner by appropriately qualified personnel. A Serious Business, Inc.'s only obligation, and Customer's only remedy, for a breach of this warranty will be, at A Serious Business, Inc.'s option and expense, to either: (i) promptly re-perform any Professional Services that fail to meet this warranty or (ii) if the breach cannot be cured, terminate the SOW and refund the unused prepaid Fees.
Service Disclaimer. A Serious Business, Inc. provides the Service “AS IS” and “AS AVAILABLE” without warranty of any kind. Without limiting this, A Serious Business, Inc. expressly disclaims all warranties, whether express, implied or statutory, regarding the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. A Serious Business, Inc. does not warrant that the Service will meet Customer's requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. A Serious Business, Inc. will not be responsible for any risk of loss resulting from Customer's downloading and/or use of files, information, Content or other material obtained from the Service.
Beta Previews Disclaimer. Customer may choose to use Beta Previews in its sole discretion. Beta Previews may not be supported and may be changed at any time without notice. Beta Previews may not be as reliable or available as the Service. Beta Previews are not subject to the same security measures and auditing to which the Service has been and is subject. A Serious Business, Inc. will have no liability arising out of or in connection with Beta Previews. Customer uses Beta Previews at its own risk.
M. Limitations of Liability
Indirect Damages. To the maximum extent permitted by applicable law, in no event will either party be liable to the other party or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products arising out of or in connection with this Agreement, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not a party has been advised of the possibility of such damages.
Limitation of Total Liability. To the maximum extent permitted by applicable law, in no event will either party's total cumulative liability under this Agreement from all causes of action and all theories of liability exceed the Fees Customer has actually paid to A Serious Business, Inc. during the 12 months preceding the claim giving rise to such liability. For products and services (including use of the Products) that are provided free of charge, A Serious Business, Inc.’s liability is limited to direct damages up to $5,000.00 USD. For Beta Previews, A Serious Business, Inc.'s liability is limited to direct damages up to $500.00 USD.
Exclusions. The exclusions and limitations set forth in this Section P will not apply to liability arising out of (1) a Party’s breach of its confidentiality obligations in Section R (except for all liability related to Content (excluding A Serious Business, Inc. Content), which will remain subject to the limitations and exclusions above) or (2) a Party’s breach of its defense obligations in Section Q.
N. Defense of Claims; Release
The Parties will defend each other against third-party claims, as and to the extent set forth in this Section Q and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending Party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The Party being defended must provide the defending Party with all requested assistance, information, and authority. The defending Party will reimburse the other Party for reasonable out-of-pocket expenses it incurs in providing assistance, and will not settle or make any admissions with respect to a third-party claim without the other Party’s prior written consent, not to be unreasonably withheld or delayed. This Section Q describes the Parties’ sole remedies and entire liability for such claims.
1. By A Serious Business, Inc.
A Serious Business, Inc. will defend Customer against any claim brought by an unaffiliated third party to the extent it alleges Customer’s authorized use of the Service infringes a copyright, patent, or trademark or misappropriates a trade secret of an unaffiliated third party. If A Serious Business, Inc. is unable to resolve any such claim under commercially reasonable terms, it may, at its option, either: (a) modify, repair, or replace the Service (as applicable); or (b) terminate Customer’s subscription and refund any prepaid, unused subscription fees. A Serious Business, Inc. will have no obligation under this Section Q.1 for any such claim arising from: i) the modification of the Service, or the combination, operation, or use of the Service with equipment, devices, software, systems, or data, other than as expressly authorized by this Agreement (including the Documentation); (ii) Customer’s failure to stop using the Service after receiving notice to do so; (iii) Customer’s obligations under Section Q.2; (iv) products or services (including use of the Service) that are provided by A Serious Business, Inc. free of charge; or (v) access or use of Beta Previews. For purposes of A Serious Business, Inc.'s obligation under this Section Q.1, the Service include open source components incorporated by A Serious Business, Inc. therein.
2. By Customer
Customer will defend A Serious Business, Inc. against any claim brought by an unaffiliated third party arising from: (i) Customer Content that Customer uploads to the Service; (ii) Customer's violation of this Agreement, including Customer’s breach of confidentiality or violation of Section C; or (iii) any third party-branded equipment, devices, software, systems, or data that Customer combines, operates, or uses with the Service.
3. Disputes with Other Users
If Customer has a dispute with one or more Users, Customer releases A Serious Business, Inc. from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Neither Party will use the other Party's Confidential Information, except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing such Confidential Information only to its Representatives who (i) have a need to know such information, (ii) are parties to appropriate agreements sufficient to comply with this Section R, and (iii) are informed of the restrictions on use and disclosure set forth in this Section R. Each Party is responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable such Party to contest such order or requirement, unless such notice is prohibited by law. The restrictions set forth in this Section R will survive the termination or expiration of this Agreement.
P. Changes to the Service or Terms
A Serious Business, Inc. reserves the right, at its sole discretion, to amend this Agreement at any time and will update this Agreement in the event of any such amendments. A Serious Business, Inc. will notify Customer of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on the Service. For non-material modifications, Customer's continued use of the Service constitutes agreement to our revisions of this Agreement. Customer can view all changes to this Agreement in our Site Policy repository.
A Serious Business, Inc. reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.
A Serious Business, Inc. will provide standard technical Support for the Service at no additional charge twenty-four (24) hours per day, five (5) days per week, excluding weekends and national U.S. holidays. Standard Support is only offered via email initiated from a User with which A Serious Business, Inc.'s Support team can interact.
1. Governing Law
If Customer’s principal office is in the Americas, this Agreement will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to the principles of conflict of law, any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California, and the Parties hereby consent to personal jurisdiction and venue therein. If Customer’s principal office is outside the Americas, this Agreement will be governed by the laws of Ireland, any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Dublin, and the Parties hereby consent to personal jurisdiction and venue therein. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Notwithstanding anything to the contrary in the foregoing, A Serious Business, Inc. may bring a claim for equitable relief in any court with proper jurisdiction.
Neither Party may assign or otherwise transfer this Agreement, in whole or in part, without the other Party's prior written consent, such consent not to be unreasonably withheld, and any attempt to do so will be null and void, except that A Serious Business, Inc. may assign this Agreement in its entirety, upon notice to the other party but without the other Party's consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party's business or assets.
A Party's obligations under this Agreement may only be waived in writing signed by an authorized representative of the other Party. No failure or delay by a Party to this Agreement in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right hereunder at law or equity.
If any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the Parties will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted and the remaining provisions of this Agreement will continue in full force and effect.
5. Amendments; Complete Agreement; Order of Precedence
This Agreement may only be modified by a written amendment signed by an authorized representative of A Serious Business, Inc., or by A Serious Business, Inc. posting a revised version in accordance with Section P. This Agreement represents the complete and exclusive agreement between the Parties. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between the Parties relating to the subject matter of these terms, including any confidentiality or nondisclosure agreements. In the event of any conflict between the terms of this Agreement and any Order Form or SOW, the terms of the Order Form or SOW will control with respect to that Order Form or SOW only.
If Customer publicly displays the name of its company or organization on its account or otherwise publicly display its trademarks or logos on its profile page, Customer allows A Serious Business, Inc. to use its company's or organization's name to identify Customer as an A Serious Business, Inc. customer in promotional materials. Customer may revoke this permission by hiding its company or organization name from public display and notifying A Serious Business, Inc. in writing to stop using its organization's name in promotional materials. However, A Serious Business, Inc. will have no obligation to remove or recall any prior use or distribution of the promotional materials.
7. Force Majeure
A Serious Business, Inc. will be excused from liability to the extent that it is unable to perform any obligation under this Agreement due to extraordinary causes beyond its reasonable control, including acts of God, natural disasters, strikes, lockouts, riots, acts of war, epidemics, or power, telecommunication or network failures.
8. Independent Contractors
Each Party is an independent contractor with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner to create a legal association, partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the Parties, and neither Party can bind the other contractually.
Questions about the Terms of Service? Contact us.