SECONDSITE SITESYNC END USER LICENSE AGREEMENT
SECONDSITE, Inc. | Effective date: September 22, 2026 | Last updated: September, 2026
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. THESE SITESYNC SUBSCRIPTION TERMS AND END USER LICENSE AGREEMENT (TOGETHER WITH EACH ORDER FORM AND THE POLICIES INCORPORATED BY REFERENCE, THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN SECONDSITE, INC., A DELAWARE CORPORATION WITH OFFICES AT 1100 NE CAMPUS PARKWAY, SUITE 200, SEATTLE, WA 98195 (“SECONDSITE”), AND THE ORGANIZATION THAT SUBSCRIBES TO THE SERVICE (“CUSTOMER”). IT GOVERNS ACCESS TO AND USE OF THE SITESYNC SERVICE, INCLUDING ITS API AND ANY ASSOCIATED SOFTWARE AND DOCUMENTATION, BY CUSTOMER AND ITS AUTHORIZED USERS.
CUSTOMER ACCEPTS THIS AGREEMENT BY EXECUTING AN ORDER FORM THAT REFERENCES IT, BY CLICKING A BUTTON OR CHECKING A BOX INDICATING ACCEPTANCE, OR BY ACCESSING OR USING THE SERVICE. IF YOU ARE AN AUTHORIZED USER SIGNING IN TO AN ACCOUNT THAT SECONDSITE HAS CREATED FOR YOU AT CUSTOMER’S REQUEST, THEN BY SIGNING IN TO OR USING THE SERVICE YOU AGREE, ON YOUR OWN BEHALF AND ON BEHALF OF CUSTOMER, TO COMPLY WITH THE PROVISIONS OF THIS AGREEMENT THAT APPLY TO AUTHORIZED USERS. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE.
IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT, IN WHICH CASE “CUSTOMER” REFERS TO THAT ENTITY. IF YOU DO NOT HAVE THAT AUTHORITY, YOU MAY NOT ACCEPT THIS AGREEMENT OR USE THE SERVICE.
THIS AGREEMENT INCLUDES AN AUTOMATIC RENEWAL PROVISION (SECTION 13.2), WARRANTY DISCLAIMERS (SECTION 10), LIMITATIONS OF LIABILITY (SECTION 12), AND AN EXCLUSIVE GOVERNING LAW AND VENUE PROVISION (SECTION 14.7). SECONDSITE’S HANDLING OF PERSONAL INFORMATION IS DESCRIBED IN THE SITESYNC PRIVACY POLICY (SECTION 4.2). SECONDSITE MAY UPDATE THIS AGREEMENT AS DESCRIBED IN SECTION 14.1.
1. DEFINITIONS
Capitalized terms used in this Agreement have the meanings set forth in this Section 1 or where they are first defined in this Agreement.
1.1 “Account” means a SITESYNC user account that SECONDSITE creates for an Authorized User at Customer’s request, including any Account with administrator privileges that Customer designates.
1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity.
1.3 “AI Features” means any features or functionality of the Service that use machine learning, large language models, or other artificial intelligence techniques to generate, extract, classify, summarize, translate, or predict content or data.
1.4 “Authorized User” means an individual who is an employee, contractor, consultant, or agent of Customer or its Affiliates, or a client, partner, or project collaborator of Customer, whom Customer authorizes to access and use the Service through an Account, subject to the Usage Limits.
1.5 “Connected Platforms” means the third-party platforms between which the Service synchronizes Customer Data, currently Autodesk Forma (“Autodesk”) and Revizto, together with any additional platform that SECONDSITE supports in the future.
1.6 “Customer Data” means (a) the issue, comment, status, tag, attribute, deadline, location, assignee, watcher, and project-team information and other content that the Service reads from and writes to the Connected Platforms on Customer’s behalf, and (b) the project settings, status and tag mappings, and other information that Customer or its Authorized Users provide to or configure in the Service, together with any Output. Customer Data does not include Usage Data, Feedback, or the personal information of Authorized Users that SECONDSITE handles as a controller under the Privacy Policy, such as account and sign-in data.
1.7 “Documentation” means the then-current user guides, help content, technical specifications, and policies for the Service that SECONDSITE makes available at https://sitesync.secondsite.ai or otherwise provides to Customer, as updated from time to time.
1.8 “Evaluation Services” has the meaning set forth in Section 2.6.
1.9 “Feedback” means any suggestions, enhancement requests, recommendations, or other feedback relating to the Service that Customer or its Authorized Users provide to SECONDSITE.
1.10 “Fees” means the amounts payable by Customer for the Service, as set forth in an Order Form.
1.11 “Force Majeure Event” has the meaning set forth in Section 14.4.
1.12 “Order Form” means an ordering document, quote, or online order form that references this Agreement, identifies the Service plan, Usage Limits, Fees, and Subscription Term purchased by Customer and Customer’s administrative and billing contacts, and is accepted by both parties (including by electronic acceptance). Each Order Form is incorporated into and forms part of this Agreement.
1.13 “Output” means content, data, or other results generated by AI Features in response to inputs provided by Customer or its Authorized Users.
1.14 “Privacy Policy” has the meaning set forth in Section 4.2.
1.15 “Service” means SECONDSITE’s SITESYNC hosted software-as-a-service offering, which synchronizes construction issues and related content between the Connected Platforms and is made available as a web application and application programming interface at https://sitesync.secondsite.ai or at such other location as SECONDSITE designates, including any AI Features and related services described in the applicable Order Form, together with all Updates. References to the Service include the Software and Documentation unless the context requires otherwise.
1.16 “Software” means any downloadable client software, mobile application, browser extension, plug-in, connector, or agent that SECONDSITE makes available for use in connection with the Service, together with all Updates.
1.17 “Subscription Term” means the period during which Customer is authorized to access and use the Service, as specified in an Order Form, including any renewal periods under Section 13.2.
1.18 “Third-Party Services” means the Connected Platforms, the identity providers that Authorized Users use to sign in to the Service (currently Google and Microsoft), and any other products, services, applications, or data sources provided by parties other than SECONDSITE that Customer or its Authorized Users use with the Service.
1.19 “Updates” means updates, upgrades, enhancements, bug fixes, patches, new versions, and other modifications to the Service or Software that SECONDSITE generally makes available to its customers at no additional charge.
1.20 “Usage Data” means data relating to the access to, use of, and performance of the Service, including usage logs, feature usage statistics, and technical and performance metrics, together with data derived from it, in each case in a form that does not identify Customer, any Authorized User, or any other individual and does not include the substantive content of Customer Data.
1.21 “Usage Limits” means the limits on Customer’s use of the Service specified in an Order Form, such as the number of Authorized Users, projects, or Connected Platform connections.
2. THE SERVICE; ACCESS AND LICENSE
2.1 Right to Access and Use the Service. Subject to Customer’s compliance with this Agreement, including timely payment of all Fees, SECONDSITE grants Customer a limited, non-exclusive, non-transferable (except as permitted under Section 14.8), non-sublicensable right during the Subscription Term to access and use the Service, and to permit Authorized Users to access and use the Service, solely for Customer’s internal business purposes and within the Usage Limits.
2.2 Software License. If SECONDSITE makes Software available to Customer, then, subject to this Agreement, SECONDSITE grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to install and use the Software, in object code form only, on devices owned or controlled by Customer or its Authorized Users, solely for the purpose of accessing and using the Service in accordance with this Agreement. The Software is licensed, not sold. The Software may automatically download and install Updates, and Customer consents to such Updates. Upon expiration or termination of the Subscription Term, Customer will cease all use of, and uninstall, the Software.
2.3 Documentation. Customer may use and make a reasonable number of copies of the Documentation solely for its internal business purposes in connection with its use of the Service, provided that Customer reproduces all proprietary notices contained in the Documentation on each copy.
2.4 Usage Limits. Customer’s use of the Service may not exceed the Usage Limits. If Customer’s use exceeds the Usage Limits, Customer will promptly purchase additional capacity or reduce its use to within the Usage Limits, and SECONDSITE may charge Customer for the excess use at SECONDSITE’s then-current rates for the remainder of the Subscription Term. Usage Limits may be increased, but not decreased, during a Subscription Term.
2.5 Changes to the Service. SECONDSITE may modify the Service from time to time, including by adding, modifying, or removing features or functionality, provided that SECONDSITE will not materially decrease the core functionality of the Service during a paid Subscription Term without providing Customer reasonable advance notice. SECONDSITE may discontinue the Service or any material portion of it upon at least ninety (90) days’ notice to Customer, in which case SECONDSITE will refund any prepaid Fees attributable to the discontinued Service for the period after discontinuation.
2.6 Free Trials, Pilots, and Evaluation Services. SECONDSITE may make the Service or certain features available on a free, trial, evaluation, beta, preview, pilot, or early-access basis (“Evaluation Services”). Customer may use Evaluation Services solely for evaluation purposes during the period designated by SECONDSITE or, if none is designated, for thirty (30) days. Evaluation Services may be modified, suspended, or discontinued by SECONDSITE at any time in its discretion, are provided “AS IS” and without support, service levels, warranties, or indemnities of any kind, and are subject to the limitation of liability set forth in Section 12.2. Unless Customer enters into an Order Form for a paid subscription before the end of the evaluation period, SECONDSITE may delete the Accounts, project settings, and sync identifiers associated with the Evaluation Services.
2.7 Reservation of Rights. SECONDSITE reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights expressly granted in this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Service, Software, or Documentation.
3. ACCOUNTS, AUTHORIZED USERS, AND CUSTOMER RESPONSIBILITIES
3.1 Eligibility. The Service is intended for use by businesses and professionals, and not by consumers for personal, family, or household purposes. Customer represents and warrants that it and each Authorized User is at least eighteen (18) years of age or the age of majority in the applicable jurisdiction, whichever is greater.
3.2 Accounts and Credentials. SECONDSITE creates Accounts for the Authorized Users that Customer designates; there is no public sign-up. Customer will provide accurate, complete, and current information about each Authorized User and about its administrative and billing contacts, keep that information up to date, and promptly notify SECONDSITE when an Authorized User should be added, deactivated, or replaced. Authorized Users sign in using the methods SECONDSITE supports (currently a Google or Microsoft account or a one-time email link) and connect the Connected Platforms using the credentials, access codes, and tokens that those platforms issue. Customer is responsible for (a) the security of the Google, Microsoft, Autodesk, Revizto, and email accounts used with the Service, including enabling multi-factor authentication where available; (b) all activities that occur under its Accounts, whether or not authorized by Customer; and (c) promptly notifying SECONDSITE at security@secondsite.ai of any unauthorized use of an Account or any other suspected security breach relating to the Service.
3.3 Authorized Users. Only Authorized Users may access and use the Service. Customer is responsible for all acts and omissions of its Authorized Users, and any act or omission by an Authorized User that would breach this Agreement if committed by Customer will be deemed a breach by Customer. Customer will ensure that each Authorized User is aware of and complies with this Agreement. Accounts and sign-in credentials may not be shared among individuals; however, Customer may ask SECONDSITE to reassign an Authorized User seat to a new individual who replaces a former Authorized User who no longer requires access to the Service. SECONDSITE may provide Customer’s designated administrators with information about Authorized Users’ Accounts, such as email address, sign-in activity, and connection status, to help Customer administer its subscription. Authorized Users may not include direct competitors of SECONDSITE.
3.4 Use Restrictions. Customer will not, and will not permit any Authorized User or other third party to:
(a) copy, modify, translate, or create derivative works of the Service, Software, or Documentation, in whole or in part;
(b) sell, resell, rent, lease, lend, sublicense, distribute, time-share, or otherwise make the Service or Software available to any third party other than Authorized Users, or use the Service to provide services to third parties on a service-bureau, outsourcing, or similar basis;
(c) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code, models, algorithms, or underlying structure of the Service or Software, in whole or in part, except to the extent that applicable law expressly prohibits this restriction;
(d) access the Service by any means other than the interfaces SECONDSITE provides, or use scrapers, bots, crawlers, or other automated means to access, monitor, or extract data from the Service except as expressly permitted by the Documentation;
(e) circumvent or attempt to circumvent any Usage Limits, authentication, access controls, or other security or technical measures of the Service;
(f) interfere with or disrupt the integrity, performance, or availability of the Service, or attempt to gain unauthorized access to the Service or its related systems, networks, or data;
(g) probe, scan, or test the vulnerability of the Service, including by conducting penetration, load, or stress testing, without SECONDSITE’s prior written consent;
(h) upload, transmit, or introduce any viruses, worms, malware, time bombs, or other malicious or harmful code;
(i) submit to the Service, or cause the Service to synchronize, any Customer Data that is unlawful, infringing, or defamatory, or that Customer does not have the right to provide, or, except as expressly agreed in an Order Form, any protected health information, payment card data, government-issued identification numbers, or other sensitive personal information subject to specific regulatory requirements;
(j) use the Service, Software, or Output to develop, train, or improve a product or service that competes with the Service, or perform or publish any benchmark or performance test of the Service other than for Customer’s internal use;
(k) remove, obscure, or alter any copyright, trademark, or other proprietary notices in the Service, Software, or Documentation; or
(l) use the Service in violation of any applicable law or regulation, or in any manner that infringes, misappropriates, or otherwise violates any intellectual property, privacy, or other right of any person.
3.5 Equipment and Connectivity. Customer is responsible for obtaining and maintaining all hardware, software, network, and internet connectivity required to access and use the Service, and for the security of its own systems, devices, and networks.
3.6 Customer Data Responsibilities. Customer is solely responsible for the accuracy, quality, integrity, legality, and appropriateness of Customer Data and the means by which Customer acquired it. Customer represents and warrants that it has obtained, and will maintain, all rights, consents, and authorizations necessary to permit the Service to access, synchronize, and otherwise process Customer Data as described in this Agreement. Customer acknowledges that Customer Data may include personal information about individuals who are not Authorized Users, such as members of project teams on the Connected Platforms, and Customer is responsible for providing any notices to, and obtaining any consents from, those individuals that applicable privacy and data protection laws require.
3.7 Connected Platforms and Third-Party Services. The Service operates by connecting to Customer’s accounts on the Connected Platforms and reading and writing Customer Data between them according to the projects, mappings, and settings that Customer and its Authorized Users configure. Customer (a) authorizes SECONDSITE to access the Connected Platforms on Customer’s behalf using the credentials, access codes, and tokens that Customer or its Authorized Users provide; (b) is responsible for maintaining its own subscriptions to, and complying with the terms of, the Connected Platforms and any other Third-Party Services, including the Google and Microsoft accounts used for sign-in; (c) is responsible for the accuracy of the mappings and settings it configures and for the changes the Service makes in the Connected Platforms as a result; and (d) acknowledges that the Connected Platforms independently control the data they hold and that their availability, application programming interfaces, and data practices are outside SECONDSITE’s control. Third-Party Services are governed by their own terms and privacy policies. SECONDSITE does not control and is not responsible for Third-Party Services, and disclaims all liability arising from them, including any loss, corruption, or disclosure of Customer Data occurring in a Third-Party Service.
3.8 Third-Party and Open Source Components. The Service and Software may include third-party components, including open source software, that are governed by their own license terms, which are identified in the Documentation or in notices accompanying the Software. Those components are licensed under their own terms and not under this Agreement, and nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, those terms. SECONDSITE provides all such components on an “AS IS” basis and disclaims all warranties with respect to them to the maximum extent permitted under the applicable third-party license.
4. CUSTOMER DATA, PRIVACY, SECURITY, AND AI
4.1 Ownership of Customer Data. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants SECONDSITE and the sub-processors identified in the Privacy Policy a worldwide, non-exclusive, royalty-free license during the Subscription Term, and for the retention period described in Section 13.5, to access, read, copy, process, transmit, and write Customer Data between the Connected Platforms, and to store the identifiers, timestamps, and configuration data described in the Privacy Policy, in each case solely (a) to provide, maintain, secure, and support the Service for Customer; (b) to prevent or address service, security, support, or technical issues; (c) as required by applicable law or legal process; and (d) as otherwise instructed by Customer in writing.
4.2 Privacy Policy; Roles of the Parties.
(a) Privacy Policy. The SITESYNC Privacy Policy, available at https://secondsite.ai/sitesync/privacy (the “Privacy Policy”), describes how SECONDSITE collects and uses the personal information that it handles as a controller (or business): Authorized Users’ account, sign-in, integration-connection, support, security-log, and error-report data, and the contact information of Customer’s administrative and billing contacts. The Privacy Policy is incorporated into this Agreement by reference, and Customer will ensure that each Authorized User has been directed to it.
(b) Customer Data. Customer Data, including the issue, comment, and project-team content that the Service reads from and writes to the Connected Platforms, is governed by this Agreement rather than by the Privacy Policy. With respect to personal information contained in Customer Data, Customer is the controller (or business) and SECONDSITE is Customer’s processor (or service provider). SECONDSITE will (i) process Customer Data only on Customer’s documented instructions, which consist of the configuration of the Service by Customer and its Authorized Users and the terms of this Agreement, and not for SECONDSITE’s own purposes, including analytics, product improvement, or model training; (ii) not sell or share Customer Data, retain, use, or disclose it outside the direct business relationship with Customer or for any purpose other than performing the Service, or combine it with personal information received from other sources, except as permitted by applicable law; (iii) engage only the sub-processors identified in the Privacy Policy, update the Privacy Policy before adding a sub-processor, and bind each sub-processor by written obligations no less protective than those in this Section 4; (iv) refer to Customer any request from an individual relating to Customer Data and provide reasonable assistance with Customer’s obligations to respond to such requests and to conduct required data protection assessments; (v) notify Customer if SECONDSITE determines that it can no longer meet its obligations under applicable privacy law; and (vi) delete Customer Data as described in Section 13.5. Customer may take reasonable and appropriate steps to ensure that SECONDSITE uses Customer Data consistently with Customer’s obligations under applicable privacy law and, upon notice, to stop and remediate any unauthorized use.
(c) Data Processing Addendum. If the parties execute a separate data processing addendum (a “DPA”), the DPA controls over this Section 4.2 in the event of a conflict with respect to the processing of personal information.
4.3 Security. SECONDSITE will maintain a written information security program that includes administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, including the measures described in the Privacy Policy. If SECONDSITE becomes aware of any unauthorized access to, or acquisition, loss, or disclosure of, Customer Data in SECONDSITE’s possession or control (a “Security Incident”), SECONDSITE will notify Customer without undue delay after confirming the Security Incident, and will provide Customer with information reasonably available to SECONDSITE to assist Customer in meeting its own legal obligations. Customer acknowledges that SECONDSITE hosts the Service in the United States using the service providers described in the Privacy Policy, that SECONDSITE does not control the transfer of data over the internet or other third-party networks, and that no security measures are perfect or impenetrable.
4.4 Usage Data and Technical Data. SECONDSITE may collect, generate, and use Usage Data to operate, secure, monitor, analyze, support, and improve the Service and for its other lawful business purposes, and may disclose Usage Data only in aggregated or de-identified form that does not identify Customer, any Authorized User, or any other individual. SECONDSITE also collects technical, diagnostic, and security data relating to Authorized Users’ use of the Service, such as server logs, error reports, and session replays, which it handles as described in the Privacy Policy.
4.5 No AI Training; AI Features.
(a) No Training. SECONDSITE does not use Customer Data, Output, or the personal information of Authorized Users to train, retrain, fine-tune, or otherwise develop any large language model or other artificial intelligence or machine learning model, and does not engage service providers to do so on its behalf. SECONDSITE will not change this practice without first updating the Privacy Policy and this Agreement in accordance with Section 14.1 and, with respect to Customer Data, obtaining Customer’s express written consent.
(b) AI Features and Output. If and to the extent SECONDSITE makes AI Features available as part of the Service: (i) as between the parties, and subject to Customer’s compliance with this Agreement, Customer owns the Output to the extent permitted by applicable law, and Customer acknowledges that AI Features are probabilistic and that similar or identical Output may be generated for other customers; and (ii) Output may contain errors, omissions, or inaccuracies and may be unsuitable for Customer’s intended purposes, so Customer is solely responsible for evaluating and verifying Output before relying on it, including for any decisions affecting safety, cost, schedule, regulatory compliance, or legal rights, and for any use of Output. Output is not a substitute for professional judgment or advice.
4.6 Location and Backups of Customer Data. Customer Data resides in Customer’s accounts on the Connected Platforms. Except for the identifiers, timestamps, and project settings described in the Privacy Policy, the Service processes Customer Data in memory during each synchronization and does not store it. The Service is not a backup or archival service, and Customer is responsible for maintaining backups of its data within the Connected Platforms.
5. FEES AND PAYMENT
5.1 Fees. Customer will pay all Fees specified in each Order Form. Except as otherwise expressly provided in this Agreement, (a) Fees are based on the Service plan and Usage Limits purchased and not on actual usage, (b) payment obligations are non-cancellable, and (c) Fees paid are non-refundable.
5.2 Invoicing and Payment. Unless the Order Form states otherwise, SECONDSITE will invoice Fees annually in advance, and Customer will pay each invoice within thirty (30) days after the invoice date. All Fees are payable in United States dollars, without setoff or deduction. Billing is handled between SECONDSITE and Customer outside the Service; SECONDSITE does not collect payment card information through the Service.
5.3 Late Payment. If any amount is not paid when due, then, in addition to any other remedies available to SECONDSITE, (a) SECONDSITE may charge interest on the past-due amount at the rate of 1.5% per month, calculated daily and compounded monthly, or, if lower, the highest rate permitted by applicable law; (b) Customer will reimburse SECONDSITE for all reasonable costs incurred in collecting past-due amounts, including attorneys’ fees, court costs, and collection agency fees; and (c) if the failure to pay continues for thirty (30) days after SECONDSITE provides notice of non-payment, SECONDSITE may suspend Customer’s access to the Service until all past-due amounts and interest have been paid, without liability to Customer or any other person.
5.4 Taxes. Fees are exclusive of all sales, use, value-added, excise, withholding, and similar taxes, duties, and charges of any kind imposed by any governmental authority (“Taxes”). Customer is responsible for all Taxes associated with its purchases under this Agreement, other than taxes based on SECONDSITE’s net income. If SECONDSITE is required to collect or pay Taxes for which Customer is responsible, SECONDSITE will invoice Customer for those Taxes and Customer will pay them, unless Customer provides SECONDSITE with a valid tax exemption certificate issued by the appropriate taxing authority.
5.5 Fee Changes. SECONDSITE may change the Fees for any renewal Subscription Term by providing notice to Customer at least thirty (30) days before the renewal date. The revised Fees will apply beginning with the renewal Subscription Term unless Customer cancels the renewal in accordance with Section 13.2.
5.6 Usage Verification. SECONDSITE may monitor Customer’s use of the Service, as described in the Privacy Policy, to verify compliance with the Usage Limits and this Agreement. Upon reasonable request, Customer will provide SECONDSITE with information reasonably necessary to confirm such compliance.
6. SUPPORT, AVAILABILITY, AND UPDATES
6.1 Support. During a paid Subscription Term, SECONDSITE will provide the technical support for the Service described in the Documentation for the plan Customer has purchased. Support requests may be sent to support@secondsite.ai. SECONDSITE’s obligation to provide support is conditioned on Customer’s timely payment of all Fees, and support does not cover Evaluation Services, Third-Party Services, or issues caused by Customer’s misuse of the Service or by Customer’s own systems.
6.2 Availability and Maintenance. SECONDSITE will use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for (a) planned maintenance, of which SECONDSITE will endeavor to give advance notice through the Service or by email and which SECONDSITE will endeavor to schedule outside of normal business hours in the Pacific time zone, and (b) unavailability caused by circumstances beyond SECONDSITE’s reasonable control, including Force Majeure Events, failures of Third-Party Services or the internet, or acts or omissions of Customer or its Authorized Users. Synchronizations run at the intervals and according to the settings that Customer configures, and their timing and results depend on the availability, rate limits, and application programming interfaces of the Connected Platforms.
6.3 Updates. SECONDSITE may deploy Updates to the Service at any time. Customer will use only the then-current version of any Software, and SECONDSITE may discontinue support for prior versions of the Software on reasonable notice.
7. CONFIDENTIALITY
7.1 Confidential Information. “Confidential Information” means all non-public information disclosed by or on behalf of a party (the “Discloser”) to the other party (the “Recipient”) in connection with this Agreement, whether orally or in written, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. SECONDSITE’s Confidential Information includes the non-public features and performance characteristics of the Service and Software, the Documentation, pricing, security assessments and reports, and product roadmaps. Customer’s Confidential Information includes Customer Data. The terms of each Order Form are the Confidential Information of both parties. Confidential Information does not include information that the Recipient can demonstrate (a) is or becomes generally available to the public other than through the Recipient’s breach of this Agreement; (b) was known to the Recipient before disclosure by the Discloser without an obligation of confidentiality; (c) was rightfully received from a third party without an obligation of confidentiality; or (d) was independently developed by the Recipient without use of the Discloser’s Confidential Information. Feedback is not Confidential Information.
7.2 Obligations. The Recipient will (a) use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect the Discloser’s Confidential Information using at least the degree of care it uses to protect its own confidential information of a similar nature, and no less than reasonable care; and (c) not disclose the Discloser’s Confidential Information to any person other than its and its Affiliates’ employees, contractors, professional advisors, and, in the case of SECONDSITE, the sub-processors identified in the Privacy Policy, in each case who need to know the information for the purposes of this Agreement and are bound by confidentiality obligations at least as protective as those in this Section 7. The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, the Recipient gives the Discloser prompt notice and reasonable assistance so that the Discloser may seek a protective order or other remedy, and discloses only the portion of the Confidential Information that is legally required.
7.3 Duration; Return. The obligations in this Section 7 continue during the term of this Agreement and for five (5) years after its expiration or termination, except that (a) obligations with respect to Confidential Information that constitutes a trade secret under applicable law continue for as long as the information remains a trade secret, and (b) obligations with respect to Customer Data continue for as long as SECONDSITE retains Customer Data. Upon the Discloser’s written request following expiration or termination, the Recipient will return or destroy the Discloser’s Confidential Information in its possession, except that the Recipient may retain copies in routine backups or archives, or as required by law or its bona fide document-retention policies, subject to the continuing obligations of this Section 7. Customer Data will be handled as described in Section 13.5.
8. INTELLECTUAL PROPERTY; FEEDBACK; PUBLICITY
8.1 SECONDSITE Intellectual Property. Customer acknowledges that, as between the parties, SECONDSITE and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Service, the Software, the Documentation, the models and algorithms used to provide any AI Features, Usage Data, and all improvements, enhancements, modifications, and derivative works of any of the foregoing, by whomever made. The SITESYNC and SECONDSITE names and logos and all related names, logos, product and service names, designs, and slogans are trademarks of SECONDSITE or its licensors, and Customer may not use them without SECONDSITE’s prior written permission.
8.2 Feedback. If Customer or any of its Authorized Users provides Feedback, Customer hereby assigns to SECONDSITE all right, title, and interest in and to the Feedback and, to the extent that assignment is not effective under applicable law, grants SECONDSITE a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, and otherwise exploit the Feedback for any purpose, without attribution, compensation, or obligation of any kind to Customer or any other person. SECONDSITE is not obligated to use any Feedback, and Feedback is provided on a non-confidential basis.
8.3 Publicity. SECONDSITE may identify Customer as a customer of SECONDSITE, including by displaying Customer’s name and logo on SECONDSITE’s website and in its marketing materials, in accordance with any reasonable trademark usage guidelines Customer provides. Customer may withdraw this permission at any time by notice to SECONDSITE under Section 14.3. Any other public statements about the parties’ relationship, including press releases and case studies, require Customer’s prior written consent.
9. REPRESENTATIONS AND WARRANTIES
9.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that, in performing its obligations and exercising its rights under this Agreement, it will comply with all laws and regulations applicable to it.
9.2 Limited Service Warranty. SECONDSITE warrants that, during a paid Subscription Term, the Service will perform materially in accordance with the Documentation. If the Service fails to conform to this warranty and Customer notifies SECONDSITE in writing within thirty (30) days after Customer first discovers the nonconformity, SECONDSITE will use commercially reasonable efforts to correct the nonconformity at no additional charge. If SECONDSITE is unable to correct the nonconformity within a reasonable period after receiving Customer’s notice, Customer may terminate the affected subscription upon written notice, and SECONDSITE will refund any prepaid Fees for the portion of the Subscription Term remaining after the effective date of termination. This Section 9.2 sets forth Customer’s sole and exclusive remedy, and SECONDSITE’s entire liability, for any breach of the warranty in this Section 9.2. This warranty does not apply to Evaluation Services or Third-Party Services, or to nonconformities caused by Customer’s misuse of the Service, modifications not made by SECONDSITE, the Connected Platforms, or Customer’s systems, networks, configuration, or Customer Data.
10. WARRANTY DISCLAIMER
10.1 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9, THE SERVICE, SOFTWARE, DOCUMENTATION, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SECONDSITE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SECONDSITE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SECONDSITE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, SOFTWARE, DOCUMENTATION, OR OUTPUT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
10.2 THE SERVICE IS HOSTED USING THIRD-PARTY INFRASTRUCTURE AND IS ACCESSED OVER THE INTERNET. SECONDSITE DOES NOT CONTROL THE TRANSFER OF DATA OVER THE INTERNET OR THIRD-PARTY NETWORKS AND IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM LIMITATIONS OR PROBLEMS INHERENT IN THE USE OF SUCH FACILITIES. THE SERVICE READS AND WRITES DATA IN CUSTOMER’S CONNECTED PLATFORMS ACCORDING TO THE SETTINGS AND MAPPINGS CUSTOMER CONFIGURES, AND SECONDSITE IS NOT RESPONSIBLE FOR THE RESULTS OF SYNCHRONIZATIONS CONFIGURED BY CUSTOMER, FOR THE AVAILABILITY, PERFORMANCE, OR MODIFICATION OF THE CONNECTED PLATFORMS OR THEIR APPLICATION PROGRAMMING INTERFACES, OR FOR ANY LOSS OF OR CHANGE TO DATA IN THE CONNECTED PLATFORMS. SECONDSITE MAKES NO WARRANTY REGARDING, AND IS NOT RESPONSIBLE FOR, THIRD-PARTY SERVICES. CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF, AND RELIANCE ON, OUTPUT.
10.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN THAT CASE, THE EXCLUSIONS IN THIS SECTION 10 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. INDEMNIFICATION
11.1 Indemnification by SECONDSITE. SECONDSITE will defend Customer against any claim, suit, or proceeding brought by an unaffiliated third party (a “Third-Party Claim”) alleging that the Service, as provided by SECONDSITE and used by Customer in accordance with this Agreement, infringes or misappropriates that third party’s United States patent, copyright, trademark, or trade secret, and will pay any damages, costs, and attorneys’ fees finally awarded against Customer by a court of competent jurisdiction, or agreed to by SECONDSITE in a settlement, as a result of such Third-Party Claim. SECONDSITE has no obligation under this Section 11.1 to the extent a Third-Party Claim arises from (a) Customer Data, the Connected Platforms, or other Third-Party Services; (b) use of the Service in combination with data, software, hardware, equipment, or technology not provided by SECONDSITE or authorized by SECONDSITE in writing, if the claim would not have arisen but for the combination; (c) modifications to the Service or Software not made by SECONDSITE; (d) Customer’s use of the Service in breach of this Agreement or after SECONDSITE has notified Customer to cease such use; (e) Customer’s use of a version of the Software other than the then-current version, if the claim would have been avoided by use of the then-current version; or (f) Evaluation Services. If the Service becomes, or in SECONDSITE’s opinion is likely to become, the subject of an infringement claim, SECONDSITE may, at its option and expense, (i) modify or replace the affected portion of the Service so that it is non-infringing while providing materially equivalent functionality; (ii) procure the right for Customer to continue using the Service; or (iii) if SECONDSITE determines that neither of the foregoing options is commercially reasonable, terminate the affected subscription upon written notice and refund any prepaid Fees for the portion of the Subscription Term remaining after termination.
11.2 Indemnification by Customer. Customer will defend SECONDSITE, its Affiliates, and their respective officers, directors, employees, and agents against any Third-Party Claim arising out of or relating to (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates a third party’s rights or applicable law; (b) Customer’s or any Authorized User’s use of the Service in breach of this Agreement or in violation of applicable law; (c) any Third-Party Service used by Customer or its Authorized Users; or (d) the negligence or willful misconduct of Customer or its Authorized Users, and will pay any damages, costs, and attorneys’ fees finally awarded against the indemnified party by a court of competent jurisdiction, or agreed to by Customer in a settlement, as a result of such Third-Party Claim.
11.3 Procedure. The party seeking indemnification (the “Indemnified Party”) will (a) promptly notify the other party (the “Indemnifying Party”) in writing of the Third-Party Claim, provided that any delay in notice will relieve the Indemnifying Party of its obligations only to the extent it is materially prejudiced by the delay; (b) give the Indemnifying Party sole control of the defense and settlement of the Third-Party Claim, except that the Indemnifying Party may not, without the Indemnified Party’s prior written consent (not to be unreasonably withheld), settle any Third-Party Claim in a manner that admits fault on behalf of, or imposes any liability or obligation on, the Indemnified Party other than the payment of money that the Indemnifying Party pays in full; and (c) provide the Indemnifying Party with reasonable cooperation and assistance at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense.
11.4 Sole Remedy. THIS SECTION 11 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND SECONDSITE’S SOLE LIABILITY AND OBLIGATION, FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIM THAT THE SERVICE, SOFTWARE, OR DOCUMENTATION INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.
12. LIMITATION OF LIABILITY
12.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
12.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SECONDSITE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “GENERAL CAP”). SECONDSITE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO EVALUATION SERVICES, OR ANY OTHER USE OF THE SERVICE FOR WHICH NO FEES ARE PAID, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THESE LIMITS.
12.3 Exceptions. THE EXCLUSIONS AND LIMITATIONS IN SECTIONS 12.1 AND 12.2 DO NOT APPLY TO (A) CUSTOMER’S OBLIGATION TO PAY FEES; (B) CUSTOMER’S BREACH OF SECTION 3.4 (USE RESTRICTIONS) OR ANY INFRINGEMENT OR MISAPPROPRIATION OF SECONDSITE’S INTELLECTUAL PROPERTY RIGHTS; (C) EITHER PARTY’S OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION), PROVIDED THAT SECONDSITE’S AGGREGATE LIABILITY UNDER SECTION 11.1 WILL NOT EXCEED THREE (3) TIMES THE GENERAL CAP; (D) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (E) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
12.4 Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION 12 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM, THAT THE FEES REFLECT THIS ALLOCATION OF RISK, AND THAT THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. TERM, TERMINATION, AND SUSPENSION
13.1 Term of Agreement. This Agreement begins on the date Customer first accepts it and continues until all Subscription Terms have expired or been terminated in accordance with this Agreement.
13.2 Subscription Term; Automatic Renewal. Each Subscription Term is as specified in the applicable Order Form. UNLESS OTHERWISE STATED IN AN ORDER FORM, EACH SUBSCRIPTION TERM WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL PERIODS EQUAL IN LENGTH TO THE EXPIRING SUBSCRIPTION TERM AT THE THEN-CURRENT FEES (SUBJECT TO SECTION 5.5), UNLESS EITHER PARTY GIVES THE OTHER NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS BEFORE THE END OF THE THEN-CURRENT SUBSCRIPTION TERM. Customer may give notice of non-renewal at any time by written notice to SECONDSITE in accordance with Section 14.3. Non-renewal takes effect at the end of the then-current Subscription Term, and Customer will retain access to the Service until then.
13.3 Termination. In addition to any other termination rights in this Agreement:
(a) Either party may terminate this Agreement or any affected Order Form upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach, or immediately upon written notice if the breach is incapable of cure.
(b) SECONDSITE may terminate this Agreement or any affected Order Form immediately upon written notice if Customer or any Authorized User breaches Section 3.4 (Use Restrictions) or Section 7 (Confidentiality), or if Customer fails to pay any amount within thirty (30) days after receiving notice of non-payment.
(c) Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, is generally unable to pay its debts as they become due, makes a general assignment for the benefit of creditors, becomes the subject of any voluntary or involuntary bankruptcy, insolvency, receivership, or similar proceeding, or ceases to conduct business in the ordinary course.
(d) Customer may stop using the Service at any time, but doing so does not shorten the Subscription Term or relieve Customer of its obligation to pay all Fees for the Subscription Term, and no refund is due.
13.4 Suspension. SECONDSITE may suspend Customer’s or any Authorized User’s access to all or part of the Service, upon notice where practicable, if (a) Customer’s account is past due as described in Section 5.3; (b) SECONDSITE reasonably believes that Customer or an Authorized User has breached Section 3.4 or that Customer’s use of the Service poses a security risk to the Service or any third party; (c) suspension is necessary to prevent harm to the Service, SECONDSITE’s other customers, or third parties, or to comply with applicable law or legal process; or (d) Customer’s use materially exceeds the Usage Limits and Customer has not cured the excess within ten (10) days after notice. SECONDSITE will limit any suspension to the scope and duration reasonably necessary to address the underlying issue and will restore access promptly once the issue is resolved. Fees continue to accrue during any period of suspension, and SECONDSITE will have no liability for any suspension made in accordance with this Section 13.4.
13.5 Effect of Termination or Expiration. Upon expiration or termination of this Agreement or any Order Form for any reason:
(a) all rights granted to Customer under the affected Order Form will immediately terminate, Customer and its Authorized Users will cease all access to and use of the Service, SECONDSITE will deactivate the affected Accounts and stop all synchronizations, and Customer will uninstall and destroy all copies of the Software and Documentation in its possession;
(b) Customer will pay all Fees accrued before the effective date of termination, and, if SECONDSITE terminates for Customer’s breach, all remaining Fees for the then-current Subscription Term will become immediately due and payable;
(c) if Customer terminates for SECONDSITE’s uncured material breach under Section 13.3(a), SECONDSITE will refund any prepaid Fees for the portion of the Subscription Term remaining after the effective date of termination; and
(d) within thirty (30) days after the effective date of termination (or after Customer’s earlier written request), SECONDSITE will delete the Account data, project settings, integration tokens, and stored sync identifiers associated with the affected Accounts, and any remaining copies in backups will be overwritten in accordance with the retention periods described in the Privacy Policy, except to the extent SECONDSITE must retain information under applicable law or to resolve disputes or enforce this Agreement, in each case subject to Section 7 for as long as it is retained. Termination does not affect Customer Data residing in the Connected Platforms, which Customer may continue to access through those platforms. Customer may also disconnect the Connected Platforms at any time as described in the Privacy Policy.
13.6 Survival. Sections 1, 2.7, 3.3, 3.4, 3.6, 3.8, 4.1 and 4.2 (with respect to retained Customer Data), 4.4, 4.5, 5 (with respect to amounts accrued or payable), 7, 8, 10, 11, 12, 13.5, 13.6, and 14, and any other provision that by its nature is intended to survive, will survive any expiration or termination of this Agreement.
14. GENERAL
14.1 Changes to this Agreement. SECONDSITE may modify this Agreement from time to time by posting the revised version at https://sitesync.secondsite.ai/sitesync/eula and updating the “Last updated” date above. If SECONDSITE makes a material change, it will provide at least thirty (30) days’ advance notice by email to Customer’s administrative contact or by notice within the Service. The revised Agreement takes effect on the first day of the next Subscription Term that begins after the effective date stated in the notice, except that changes required by applicable law, or that apply only to new features that Customer elects to use, take effect as stated in the notice. Customer’s continued use of the Service after the revised Agreement takes effect constitutes acceptance of it. If Customer objects to a material change, Customer may terminate the affected subscription by written notice to SECONDSITE before the change takes effect, and SECONDSITE will refund any prepaid Fees for the portion of the Subscription Term remaining after termination. No modification of this Agreement proposed by Customer, including in any purchase order, vendor registration form, or other Customer document, will bind SECONDSITE unless expressly agreed to in a writing signed by an authorized representative of SECONDSITE.
14.2 Entire Agreement; Order of Precedence. This Agreement, including each Order Form and the Privacy Policy, any DPA, and other policies expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, regarding that subject matter. In the event of a conflict, the following order of precedence applies: (a) the applicable Order Form, solely with respect to the specific deviations from this Agreement expressly stated in it; (b) any DPA executed by the parties, solely with respect to the processing of personal information; (c) the body of this Agreement; and (d) the Documentation and any other incorporated policies.
14.3 Notices. Notices to SECONDSITE must be in writing and sent by email to legal@secondsite.ai, with a copy sent by nationally recognized overnight courier or certified mail (return receipt requested) to SECONDSITE, Inc., Attn: Legal, 1100 NE Campus Parkway, Suite 200, Seattle, WA 98195, or to such other address as SECONDSITE designates by notice. Notices to Customer may be sent by email to the administrative or billing contact identified in Customer’s Order Form (as updated by Customer from time to time), by notice within the Service, or by mail to the address stated in the Order Form. Notices sent by email are effective when sent, unless the sender receives a delivery failure notification; notices sent by mail or courier are effective upon receipt. Customer is responsible for keeping its notice information current.
14.4 Force Majeure. Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God; flood, fire, earthquake, epidemic, pandemic, or explosion; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; government order, law, or action; embargoes or blockades; national or regional emergency; strikes, labor stoppages, or other industrial disturbances; failure of the internet, telecommunications, or third-party hosting providers; or shortage of adequate power or transportation facilities (each, a “Force Majeure Event”). The affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.
14.5 Amendment; Waiver. Except as provided in Section 14.1, no amendment to or modification of this Agreement is effective unless it is in writing and signed (including electronically) by an authorized representative of each party. No waiver of any provision of this Agreement is effective unless it is in writing and signed by the waiving party, and no failure to exercise, or delay in exercising, any right or remedy under this Agreement operates as a waiver of it. No single or partial exercise of any right or remedy precludes any other or further exercise of it or of any other right or remedy.
14.6 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable in any jurisdiction, that provision will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
14.7 Governing Law; Venue. This Agreement is governed by and construed in accordance with the laws of the State of Washington, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Service will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington, in each case located in King County, Washington, and each party irrevocably submits to the exclusive jurisdiction of those courts and waives any objection based on inconvenient forum. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief under Section 14.9 in any court of competent jurisdiction. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
14.8 Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations under it, whether voluntarily, involuntarily, by operation of law, or otherwise, without SECONDSITE’s prior written consent, which will not be unreasonably withheld, except that Customer may assign this Agreement in its entirety, without consent, to its Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that (a) the assignee is not a direct competitor of SECONDSITE, (b) the assignee agrees in writing to be bound by this Agreement, and (c) Customer gives SECONDSITE written notice of the assignment. SECONDSITE may assign this Agreement, in whole or in part, without Customer’s consent to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the business to which this Agreement relates. Any purported assignment in violation of this Section 14.8 is void. Subject to the foregoing, this Agreement binds and benefits the parties and their respective successors and permitted assigns.
14.9 Equitable Relief. Each party acknowledges that a breach or threatened breach of Section 3.4 (Use Restrictions) or Section 7 (Confidentiality), or any infringement or misappropriation of the other party’s intellectual property rights, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy, and agrees that the other party will be entitled to seek equitable relief, including a temporary restraining order, injunction, or specific performance, without the requirement to post a bond or other security or to prove actual damages. These remedies are not exclusive and are in addition to all other remedies available at law or in equity.
14.10 Export Controls and Sanctions. The Service and Software may be subject to United States export control and economic sanctions laws and regulations, including the Export Administration Regulations and regulations administered by the Office of Foreign Assets Control. Customer represents and warrants that neither Customer nor any Authorized User (a) is located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive United States sanctions, or (b) is listed on, or owned or controlled by any person listed on, any United States government restricted-party list, including the Specially Designated Nationals and Blocked Persons List and the Entity List. Customer will not, and will not permit any Authorized User to, access, use, export, re-export, or transfer the Service or Software in violation of any such laws or for any prohibited end use, and Customer will obtain any required export licenses or governmental approvals before doing so.
14.11 U.S. Government End Users. The Service and Software are “commercial computer software” and the Documentation is “commercial computer software documentation,” as those terms are used in FAR 12.212 and DFARS 227.7202. If the Service is acquired by or on behalf of any agency or department of the United States Government, the Government’s rights to use, modify, reproduce, release, perform, display, or disclose the Service, Software, and Documentation are limited to those set forth in this Agreement, in accordance with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable.
14.12 Electronic Communications and Signatures. Customer consents to receive all notices, disclosures, agreements, and other communications relating to this Agreement and the Service electronically, including by email or by posting within the Service, and agrees that such electronic communications satisfy any legal requirement that a communication be in writing. Customer agrees that its electronic acceptance of this Agreement or any Order Form, including by clicking to accept, has the same legal effect as a handwritten signature.
14.13 Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries of this Agreement, except that SECONDSITE’s Affiliates and the other indemnified parties identified in Section 11.2 may enforce that Section.
14.14 Interpretation. Section headings are for convenience only and do not affect interpretation. The words “include,” “includes,” and “including” are deemed to be followed by “without limitation.” This Agreement will not be construed against either party as the drafter. The English-language version of this Agreement controls over any translation.
14.15 Contact. Questions about this Agreement or the Service may be directed to support@secondsite.ai, and privacy inquiries and requests to privacy@secondsite.ai, or by post to SECONDSITE, Inc., 1100 NE Campus Parkway, Suite 200, Seattle, WA 98195.
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