PLATFORM TERMS OF SERVICE

This Platform Terms of Service became effective on September 3, 2015.

This ROKO Labs Platform Terms of Service ("Agreement") is a binding legal agreement between you, as an individual or an entity ("Client"), and ROKO Labs LLC. ("ROKO Labs"), a limited liability company incorporated under the laws of Florida. This Agreement governs the use by Client and any of Client's Affiliates of the products and services offered through the ROKO Mobi Platform. To use certain ROKO Labs products and services, you may be required to agree to additional terms, and those additional terms will be incorporated by reference into this Agreement.

If you do not agree to be bound by this Agreement, do not click the "I ACCEPT THIS AGREEMENT " button and do not use the ROKO Mobi Platform and services.

If you are an employee or other representative accepting on behalf of an entity, you represent and warrant that: (i) you have read and understand this Agreement; (ii) you have full legal authority to bind the applicable entity to this Agreement; and (iii) you agree to this Agreement on behalf of the entity that you represent. If you do not have the legal authority to bind the applicable entity, do not click the "I ACCEPT THIS AGREEMENT" button and do not use the ROKO Mobi Platform and services.

You must be at least 13 years old to use the ROKO Mobi Platform and services. If you at least 13 but younger than 18 years old, then your legal guardian must agree, on your behalf, to the terms of this Agreement. By clicking on the "I ACCEPT THIS AGREEMENT" button, you signify that your legal guardian has so agreed to this Agreement. If your legal guardian does not so agree, do not click the "I ACCEPT THIS AGREEMENT" button and do not use the ROKO Mobi Platform and services.

1. DEFINITIONS

"Affiliate" means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party.

"Client App" means the Client-developed App into which the Client Libraries are installed.

"Client Data" means the information, data and other content that identifies Client and is provided in connection with Client's authorized use of the Platform and Services, including without limitation all data and information transmitted to the Platform via the Client Libraries.

"Client Libraries" means the software development kits (also known as SDKs and mobile plug-ins) and other libraries provided by ROKO Labs and installed in the Client App for the purpose of collecting Client Data and sending the Client Data to ROKO Labs' servers.

"Client Materials" is defined in Section 3, and means the third party content and materials that are imported by Client into the Platform and Services, and/or incorporated into the Client App.

"Event" means a session start, session stop or individual recording of a single event.

"Monthly Active User" means each individual installation of a Client App that transmits Client Data during the billing period (typically, a month).

"ROKO Labs Data" means Client's contact information; the information used to determine Client's usage, fees, and payments (including payment method); the data regarding Services usage and performance derived from Client's use of the Platform, Services and/or Client Libraries that does not specifically identify Client; the data relating to any error, issue or enhancement to the operation or use of the Platform, Services and/or Client Libraries; and the data that ROKO Labs would have regardless of Client's use of the Platform, Services and/or Client Libraries.

"Platform" means ROKO Labs' proprietary software and technology known as the ROKO Mobi Platform.

"Services" means the products and services offered through the Platform, and includes without limitation the Client Libraries and the mobile back-end as a service (mBaaS) services.

"Storage" means the peak amount of Client Data that is stored on the ROKO Labs servers during a billing period.

2. LICENSES

  1. Platform and Services. ROKO Labs hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable right and license during the term of this Agreement to remotely access and use the Platform and Services in the normal course of Client's business. Client shall have access to the Platform and Services only through remote access through the confidential password-protected login provided by the Platform, and Client shall be responsible for maintaining the confidentiality of such passwords among its employees, and approved agents and subcontractors, if any.

  2. Client Affiliates. Client's Affiliates may have access to the Platform and Services under this Agreement.

  3. Client Libraries. The Client Libraries are licensed by ROKO Labs under the BSD license posted on the site (currently, Github) from which Client downloads the Client LIbraries ("Client Library License"). Use of the Client Libraries is subject to the terms and conditions of the Client Library License and this Agreement

  4. Client Data. Client hereby grants ROKO Labs a non-exclusive, royalty-free, right and license to access, use, process and store the Client Data solely as required to provide the Platform and Services to Client.

  5. Client Materials. Client hereby grants ROKO Labs a non-exclusive, royalty-free right and license during the term of this Agreement to use the Client Materials in connection with the Platform and Services provided to Client.

3. CLIENT OBLIGATIONS

  1. Client agrees that: (i) Client is solely responsible and liable for its use of the Platform, Services and Client Libraries, and the use by its employees, agents and subcontractors, of the Platform, Services and Client Libraries; and (ii) Client shall ensure that such employees, agents and subcontractors comply with this Agreement.

  2. Client shall at all times (i) enter and otherwise provide accurate and complete information to ROKO Labs, the Platform, Services, and Client Libraries; (ii) comply with ROKO Labs' policies for use of the Platform, Services and Client Libraries; (iii) provide and maintain all servers, devices, databases, network and communications equipment, and ancillary services that are needed to access and use the Platform and Services, and to transmit the Client Data to the Platform; (iv) be solely responsible for all Client Data collected from end users as a result of Client's use of the Service; (v) secure the authorization necessary (including, but not limited to, consents, rights and licenses) from the appropriate third parties for all third party content and materials ("Client Materials") that are imported into the Platform or Services, and/or incorporated into the Client App; and (vi) ensure that the Client Materials, Client App (including the installed Client Libraries), and the manner in which the Client App is distributed and promoted by Client, and used by Client's users, do not violate applicable law (including, but not limited to, the laws applicable to consumer protection, consumer credit, privacy, and intellectual property), and do not cause damage or injury to ROKO Labs, the Platform, Services or Client Libraries.

  3. Client shall be prohibited from (i) importing or otherwise introducing into the Platform, Services, Client Libraries or Client Data any materials that include or promote pornography, violence, racism, hate, illegal drugs, illegal weapons, adware, malware, bit torrent, illegal file sharing, or that ROKO Labs considers in good faith to be offensive or otherwise inappropriate ("Prohibited Activities"); (ii) using the Platform, Services or Client Libraries to prepare Client Apps that feature or promote the Prohibited Activities; (iii) running mail list, Listserv, any form of auto-responder or "spam" on the Services; (iv) interfering with or disrupting the integrity or performance of the Platform, Service or Client Libraries, (v) attempting to gain unauthorized access to the Platform, Services, Client Libraries or the related systems or networks; (vi) modifying, reverse engineering, reverse compiling and disassembling or causing any other party to modify, reverse engineer, reverse compile or disassemble the ROKO Labs technology, including the Platform, Services and Client Libraries; and (vii) providing a competitor of ROKO Labs with access to, or information about, the Platform, Services or Client Libraries for any purpose; and (viii) accessing the Platform, Services or Client Libraries while it or its Affiliate owns, develops or maintains technology that is competitive with the Platform. Client acknowledges that in the event of a breach of Section 3(b) or Section 3(c), ROKO Labs reserves the right, in its sole discretion exercised in good faith, to suspend or permanently deactivate Client's account in the Platform.

4. ROKO LABS' OBLIGATIONS

  1. Subject to Client's compliance with this Agreement, ROKO Labs shall provide Client with the Platform, Services and Client Libraries described in this Agreement in a professional and workmanlike manner.

  2. ROKO Labs shall provide Client with telephone and email support for Client's use of the Platform and Services during ROKO Labs' regular business hours. Client agrees that ROKO Labs is not responsible for providing support related to the Client App or Client's equipment or systems.

  3. ROKO Labs shall use commercially reasonable efforts to maintain the availability of the Platform and Services to send and receive data, subject to downtimes resulting from maintenance, repairs and upgrades. ROKO Labs will use commer-cially reasonable efforts to notify Client in advance of scheduled downtimes via in-Platform messages. ROKO Labs will not be liable for any failures in the Platform or Service that are related to events reasonably outside of ROKO Labs' control, technical malfunctions of Client's systems, issues arising from Client's misuse of the Platform, and outages caused by a third party system.

5. PROFESSIONAL SERVICES

Client may request and ROKO Labs may agree to provide certain custom development, consulting or other professional services as mutually agreed by the parties ("Professional Services"). The terms and conditions of such Professional Services will be set forth in a separate, mutually executed written statement of work (each, a "SOW") that will be governed by the terms of this Agreement. Unless otherwise stated in a SOW, the work produced by ROKO Labs pursuant to a SOW (including the intellectual property and all other rights therein) shall be owned solely by ROKO Labs.

6. FEES AND PAYMENT

  1. ROKO Labs offers several monthly packages for Client's use of the Services. Apart from the basic Services package, which is provided without charge, use of the Platform and Services is subject to a monthly fee. The monthly fee for each package is specified in ROKO Labs' then-posted package and pricing list. All Clients start with the basic Services package. Each package entitles Client to use the Services each month, up to the number of Monthly Active Users, Events and Storage limits specified for that package. If during a month, Client's number of Monthly Active Users, Events or Storage exceeds the limit for Client's then-current package, Client will receive an in-Platform message that Client has been upgraded to the next level, and asked to authorize payment of the additional fee(s). If Client is using the basic package (no fee), then Client will also be asked to provide a valid credit or debit card for billing and payment.

  2. If on the first of the month Client is using a paid monthly package, ROKO Labs will charge Client's method of payment on file at the beginning of the month for that month's fees. Going forward, at the start of each month, ROKO Labs will continue to charge Client's method of payment for the monthly fee for that Services package, unless and until Client's usage grows and requires an upgraded Services package. If Client's usage in a month requires an upgraded Services package, then ROKO Labs will charge Client's credit card at the beginning of the next month for (i) the additional fees (prorated) due for the overage month, and (ii) the monthly fee of the upgraded Services package for the new month.

  3. Provided that Client's Services package is upgraded, ROKO Labs will review Client's usage for the three full calendar months immediately following the upgrade. If ROKO Labs concludes that Client's usage in each of those three months did not exceed the Monthly Active Users, Events or Storage limits for Client's prior Services package (i.e., the package from which Client was upgraded), then going forward, then ROKO Labs will move Client back to the prior Services package starting with the fourth full calendar month after the upgrade.

  4. If the parties have entered into one or more SOWs, Client shall pay the fees for Professional Services in accordance with the applicable SOW.

  5. ROKO Labs may change the package configuration and pricing of the Services from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules. ROKO Labs will send advance notice of such changes by email to Client's address on file. Any increase in fees would not apply until the expiration of Client's then current billing cycle, unless otherwise specifically provided in ROKO Labs' notice to Client. If Client does not agree to pay the new fees, Client may elect to terminate the Platform or Services in accordance with Section 17(a) before the price change goes into effect.

  6. When Client begins to use a paid monthly package for the Services and enters a form of payment, Client agrees that: (i) Client will fulfill its obligations to pay the fees for the Services by the date on which payment is due; (ii) any payment information that Client provides is true and accurate; (iii) ROKO Labs is authorized to use the payment method provided; (iv) ROKO Labs has permission to retain the payment information and method, including all submitted debit and credit card information, submitted by Client; and (v) ROKO Labs is authorized to charge Client for the fees due for the Services using the Client-provided payment information and method on file for Client's account.

  7. Client is responsible for paying all taxes and other government charges (excluding taxes on ROKO Labs' income) applicable to the amounts due to ROKO Labs. Client acknowledges and agrees that Client's purchase may be subject to foreign exchange fees or differences in prices (e.g., exchange rates) based on Client's location.

  8. If Client fails to pay the amounts due for the Services, ROKO Labs may suspend the Services until all outstanding amounts are paid in full. Client shall be liable for the expenses and fees that ROKO Labs incurs in collecting late payments, including credit card chargeback fees, collection agency fees and attorneys' fees. Failure to pay these amounts may result in the termination of this Agreement.

7. CONFIDENTIALITY

For purposes of this Agreement, the term "Confidential Information" means non-public information that a party designates as being confidential or which, under the circumstances surrounding disclosure, reasonably ought to be treated as confidential, including without limitation, this Agreement, a party's finances and records, client lists, employ-ee lists, pricing terms, Client Data, information about the Platform, Services and Client Libraries, and business, strategic development and marketing plans. Confidential Information will not include: (a) information that was previously known, without obligation of confidentiality, by the receiving party, prior to any disclosure from the other party; (b) information that is or otherwise becomes available in the general public through no breach of this Agreement by the receiving party; (c) information that was received without restriction from any person or entity that the receiving party reasona-bly believes is not in violation of any duty of non-disclosure on the part of such person or entity; or (d) information that the receiving party developed independently of any disclosures of such information by the disclosing party. Neither party will disclose any Confidential Information to any third party; provided, however, that a party may disclose Confi-dential Information to its employees, agents and/or independent contractors to whom disclosure is reasonably required provided that such individuals and entities have agreed to keep such information confidential in the same or a substan-tially similar manner as provided for in this Agreement. Neither party will use any Confidential Information except as expressly permitted by, and as required to achieve the purposes of, this Agreement. Each party will take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information of a similar nature, to keep confidential the Confidential Information. Notwithstanding anything herein to the contrary, a party may disclose Confidential Information in accordance with a judicial or other governmental order or as may be required by applicable law; provided, however, that a party so disclosing Confidential Information (the "Disclosing Party") will give the other party (the "Protected Party") as much advance notice as reasonably possible of any such disclosure so that the Protected Party may seek a protective order or other remedy. The Disclosing Party will comply with any protective order or equivalent relating to the Confidential Information. If there is no protective order, the Disclosing Party will use its reasonable efforts to ensure that only the minimum portion of the Confidential Information necessary to comply with the law or order is disclosed. The parties agree that monetary damages for breach of confidentiality under this section will not be adequate and the non-breaching party shall be further entitled to injunctive relief.

8. PRIVACY

Each party shall adhere to applicable privacy law and regulation including, but not limited to, Section 5 of the FTC Act, to the extent applicable to such party. Client will include a privacy policy on each Client App that is in accordance with all applicable laws, rules and regulations. Client shall not collect any personally-identifiable information about any individual through the Client App and Client Libraries without legally sufficient notice and consent. Client shall not use the Platform, Services or Client Libraries to collect, transmit, or provide, and shall not otherwise make available to the Platform, Services and/or Client Libraries, any personally-identifiable information, including sensitive information, of any kind, unless ROKO Labs shall have expressly agreed to receive such information and then solely as necessary in connection with Client's use of the Platform, Services and Client Libraries. Provided that ROKO Labs has agreed to receive personally-identifiable information, Client would be the data controller of, and responsible for, the personally-identifiable information (if any) that is provided to, or collected by, ROKO Labs in connection with Client's use of the Platform, Services and Client Libraries. As used herein, "sensitive information" includes the following information that may be used to identify an individual, such as: (i) his or her financial account numbers or insurance plan numbers, (ii) precise information about health or medical conditions, (iii) any government-issued identifiers and (iv) includes any personally-identifiable information about a minor under the age of 13. Client shall not merge or otherwise associate personally-identifiable information with information collected through the Platform, Services or Client Libraries, unless such merger or association is conducted in accordance with Section 5 of the FTC Act.

9. REPORTING AND DATA

  1. Platform Reporting. The Platform maintains independent tracking of Client's use of the Platform and Services, the number of Monthly Active Users and Events, the amount of Storage used, and use of the Client Libraries by Client's users. These metrics are the basis for all Platform reporting, as well as the input for the various fee, cost, and other calculations for applicable fee. Client agrees that the metrics reported by the Platform are definitive for the purpose of determining Client's use of the Services.

  2. Client Data. Client shall retain ownership of the Client Data, and ROKO Labs shall retain ownership of the ROKO Labs Data. Client hereby grants ROKO Labs a non-exclusive, royalty-free license and right during the applicable Services term to use the Client Data in connection with the Services provided to Client. In addition, ROKO Labs may disclose the Client Data to a third party under the circumstances allowed in Section 7.

  3. ROKO Labs Data. ROKO Labs may use the ROKO Labs Data: (i) to operate, manage, test, maintain and enhance the Platform, Services and Client Libraries; (ii) to develop new products and services; and (iii) to aggregate with other data to create data compilations and analyses ("Aggregated Data"), and to use, copy, modify, create derivative works of, publish and disclose such Aggregated Data.

10. PROPRIETARY RIGHTS

Apart from the limited licenses granted in Sections 2 and 9, each party will own and retain their respective intellectual property rights. Client acknowledges that the Platform, Services, Client Libraries (but not Client Data), ROKO Labs Data, and Aggregated Data, and all intellectual property and proprietary rights in and to the foregoing, are the sole and exclusive property of ROKO Labs and its licensors. Each party retains all other rights not expressly granted in this Agreement.

11. SERVICE FEEDBACK

Any idea, proposal, suggestion or other material that Client provides to ROKO Labs regarding the Platform, Services and Client Libraries ("Feedback") becomes ROKO Labs' property. Client acknowledges and agrees that any such Feedback is provided without compensation or restriction, and ROKO Labs is not under any obligation to use the Feedback.

12. MUTUAL REPRESENTATIONS

Each party represents and warrants that (i) it has the right and authority to enter into this Agreement and perform its obligations, covenants and promises hereunder, (ii) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or formation and (iii) this Agreement constitutes the legal, valid and binding agreement of such party, enforceable against it in accordance with its terms.

13. WARRANTY DISCLAIMER

EXCEPT AS SET FORTH IN THIS AGREEMENT, ROKO LABS AND ITS LICENSORS MAKE NO WARRANTIES, REPRESENTATIONS OR COVENANTS OF ANY KIND TO ANY PERSON WITH RESPECT TO THE PLATFORM OR SERVICES OR THE CLIENT LIBRARIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ROKO LABS AND ITS LICENSORS DOES NOT MAKE ANY REPRESENTATION REGARDING THE BENEFIT CLIENT WILL OBTAIN FROM CLIENT'S USE OF THE PLATFORM OR SERVICES OR CLIENT LIBRARIES. FURTHERMORE, ROKO LABS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES OR CLIENT LIBRAR-IES WILL BE ERROR-FREE, ALWAYS AVAILABLE OR OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION.

14. INDEMNIFICATION

  1. Each party will defend, indemnify, and hold harmless the other party and its Affiliates, and their respective directors, officers, employees, agents and third party licensors, from and against any loss, damage, settlement, cost, expense, and any other liability (including reasonable attorneys' fees and costs) (collectively, "Losses") related to or arising out of any third party claim, lawsuit, or proceeding (a "Claim") based on an allegation that, if true, would constitute a breach of a representation, warranty, covenant or obligation under this Agreement by the indemnifying party. "Claim" excludes any allegation or claim brought against the indemnified party by its Affiliate.

  2. Client agrees to defend, indemnify and hold harmless ROKO Labs and its Affiliates, and their respective directors, officers, employees, agents and third party licensors, from and against Losses related to or arising out of a Claim that alleges that the Client App or Client Materials or Client Data, or Client's manner of distributing, promoting or using any of the foregoing, or the manner in which Client collects or uses Client Data, or the manner in which Client's end users use a Client App is illegal, deceptive, defamatory, obscene, or violate a consumer's online privacy or other rights, or infringe on a third party's intellectual property rights.

  3. The indemnified party shall promptly notify the indemnifying party in writing of the claim for which the indemnified party is seeking indemnification; it being understood, however, that failure to provide such notice promptly shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent that the indemnifying party has been materially prejudiced by such delay. The indemnifying party shall control the defense of the indemnified claim, including through choice of counsel, provided that the indemnified party may appear at its own expense through its own counsel. The indemnifying party shall not acquiesce to any settlement that imposes any liability or substantive obligation on an indemnified party without such indemnified party's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

15. LIMITATION OF LIABILITY

EXCEPT FOR ANY LIABILITIES ARISING OUT OF SECTIONS 7 AND 8, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE, AND/OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBIL-ITY OF THOSE DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR ANY ACTS OR OMISSIONS OF THIRD PARTIES. ROKO LABS' MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM CLIENT'S USE OF THE PLATFORM, SERVICES AND CLIENT LIBRARIES SHALL NOT EXCEED THE GREATER OF (I) THE AGGREGATE ROKO LABS FEES PAID AND PAYABLE TO ROKO LABS UNDER THIS AGREEMENT FOR THE SIX (6) MONTHS PRECEDING THE DATE THE FIRST LIABILITY AROSE AND (II) USD $100.00. CERTAIN JURISDICTIONS RESTRICT OR PROHIBIT LIMITATIONS OF LIABILITY, IN WHICH CASE THIS PROVISION WOULD NOT APPLY TO CLIENT. ROKO LABS SHALL NOT BE LIABLE TO CLIENT, ITS AFFILIATES, ANY USER, OR OTHER THIRD PARTY FOR LOSS, COST, DAMAGES OR EXPENSE INCURRED IN CONNECTION WITH CLIENT'S USE OF THE PLATFORM AND THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY TECHNICAL MALFUNCTION, INPUTTING ERRORS, SYSTEM ERROR, CORRUPTION OR LOSS OF DATA, OR OTHER DAMAGE.

16. TERM

THIS AGREEMENT SHALL COMMENCE ON THE DATE THE CLIENT CLICKS "I ACCEPT THIS AGREEMENT" AND CONTINUES ON A MONTH-TO-MONTH BASIS UNTIL A PARTY TERMINATES THIS AGREEMENT UNDER SECTION 17.

17. SERVICES CHANGES; AGREEMENT TERMINATION

  1. At any time during the term, Client may give notice to convert a paid monthly Services package to the no-fee basic package. Such change in Services shall become effective on the last day of the billing cycle in which such notice is given, and Client shall be responsible for all amounts due prior to the effective date of the Services change. Client acknowl-edges and agrees that upon the effective date of the Services change, Client shall be subject to the Monthly Active Users, Events and Storage limits of the basic Services package.

  2. Client may terminate this Agreement for convenience upon prior notice to ROKO Labs. The termination of this Agree-ment shall become effective on the last day of the billing cycle in which such notice is given. Client shall give notice of the Services change either by calling ROKO Labs' support number, or mailing ROKO Labs a written notice in accordance with Section 19.(j).

  3. This Agreement shall terminate if a party has materially breached its obligations hereunder and has failed to cure such breach within five (5) business days following its receipt of a written notice from the non-breaching party specifying the nature of the breach. Provided that the breaching party has not cured the breach within the cure period, this Agree-ment shall automatically terminate.

  4. ROKO Labs may terminate this Agreement for convenience upon at least 60 days' prior written notice to Client. In addition, ROKO Labs reserves the right to terminate this Agreement in the event that ROKO Labs discontinues the Platform and Services, provided that ROKO Labs will provide Client with reasonable notice in advance of any such discontinuance.

  5. ROKO Labs may terminate this Agreement if the Client (i) becomes insolvent; (ii) makes a general assignment for the benefit of creditors; (iii) is adjudicated bankrupt; or (iv) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition or general assignment for the benefit of creditors.

  6. Notwithstanding any other provision hereof, ROKO Labs shall have the right to terminate this Agreement immediately upon written notice to Client in the event that ROKO Labs has reason to believe in good faith that Client has breached (i) the security of the Platform, in violation of Section 3 and/or ROKO Labs' posted requirements; (ii) Client's confidentiality obligations under Section 7; (iii) Client's privacy obligations under Section 8 in a manner that ROKO Labs believes in good faith is likely to harm ROKO Labs' reputation; or (iv) Client's obligations under Section 3(c) by providing access to, or information about, the Platform to a competitor of ROKO Labs, or by accessing the Platform and Services while it owns, develops or maintains a technology competitive with the Platform or Services.

18. EFFECT OF TERMINATION

Upon termination of this Agreement, (a) Client shall automatically and immediately cease to use the Platform, Services, and Client Libraries; (b) each party's revocable license(s) to the other party shall automatically and immediately be revoked; (c) Client shall remain responsible for and promptly pay to ROKO Labs all amounts due for Services up to the date of termination. The following provisions shall survive the termination of this Agreement: Sections 3, 6 through 10, 13 through 15, and 17 through 19.

19. GENERAL

  1. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York, without reference to its conflict of law principles. For any disputes arising out of this Agreement, the parties consent to personal and exclusive jurisdiction of and venue in the state or federal courts within the state and county of New York.

  2. Neither party may assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without the other party's prior written consent. Notwithstanding the foregoing, ROKO Labs may assign this Agreement in connection with an acquisition, sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or discussions relating to the subject matter of this Agreement.

  3. Each party acknowledges that it has entered into this Agreement in reliance upon its independent investigation and analysis, and that neither has been induced to enter into this Agreement by virtue of, and is not relying upon, any representations or warranties not set forth in this Agreement.

  4. No failure or delay on the part of either party in exercising any right or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise of any such right or remedy preclude any exercise of any other right or remedy.

  5. Client acknowledges and agrees that clicking the "I ACCEPT THIS AGREEMENT" button indicates Client's consent to be legally bound by this Agreement. Once Client has clicked the "I ACCEPT THIS AGREEMENT" button, this Agreement shall (i) be electronically signed, (ii) be considered a "writing" or "in writing," (b) be deemed for all purposes as physically "signed," (iii) be deemed an "original" when printed or copied from electronic files or records established and main-tained in the normal course of business, and (iv) satisfy any legal formalities requiring that agreements be in writing.

  6. ROKO Labs may publicly disclose in writing the fact that Client is a client and may use Client's trademarks, service marks, logos, trade names and business names for such purposes.

  7. Each party is an independent contractor with respect to the other party hereunder. This Agreement shall not be construed to (i) create any employment, partnership, joint venture, franchise, master-servant, or agency relationship between the parties, or (ii) authorize any party to enter into any commitment or agreement binding on the other party.

  8. No party shall be liable under this Agreement for (or deemed in breach of this Agreement by reason of) any failure, delay or interruption in performing any term or condition (except obligations to make payments) of this Agreement due to cause(s) entirely beyond the control of such party; subject however to the condition that such party gives the other party written notice thereof promptly and, in any event, within thirty (30) days following discovery thereof and takes immediate action to cure such cause. In the event of any such cause, the time for performance shall be extended for a period equal to the duration of such cause. Payment of the fees due under this Agreement shall not be subject to this provision.

  9. If any portion of this Agreement is determined to be or becomes unenforceable or illegal, then such portion shall be reformed or eliminated to the minimum extent necessary for this Agreement to be enforceable and legal, and this Agreement shall remain in effect in accordance with its provisions as modified by such reformation or elimination.

  10. Except as otherwise specified in Section 17, notices pursuant to this Agreement shall be in writing and delivered either personally, by express courier, or certified mail. Written notices to ROKO Labs shall be sent to ROKO Labs LLC, 1140 Broadway, Suite 501, New York, NY 10001, Attention: Legal, or such other address as ROKO Labs may subsequently specify. Notices to Client shall be sent to Client's address and contact on file with ROKO Labs, or, notwithstanding this subsection (j), via email to Client's email address on file with ROKO Labs. All notices shall be effective upon delivery.