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THIS TERMS OF SERVICE (THE "AGREEMENT") GOVERN YOUR EVALUATION OF THE SERVICES, AND IF YOU PURCHASE PURCHASED SERVICES, THIS AGREEMENT WILL ALSO GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
YOU MAY NOT ACCESS THE SERVICES OR ACCEPT THIS AGREEMENT IF YOU ARE A DIRECT COMPETITOR OF CLEARSLIDE. ADDITIONALLY, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE, OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
This Agreement was last updated on September 30, 2012. It is effective between You and ClearSlide as of the date of You accepting this Agreement, or update of this Agreement by ClearSlide in accordance with the terms set forth herein (the "Effective Date").
In addition to terms defined elsewhere in this Agreement, whenever used in this Agreement with the initial letter capitalized, the following terms will have the following specified meanings:
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
"ClearSlide" means ClearSlide, Inc., a Delaware corporation having a place of business at 525 Market Street, Suite 3750, San Francisco, CA 94105
"Documentation" means ClearSlide's user manuals or other documentation regarding the Services, accessible via Your account management section within the ClearSlide website at http://www.clearslide.com (or successor location), as may be updated by ClearSlide from time to time.
"Evaluation Term" means the evaluation period, if any, for Your evaluation of the Services, as specified in an Order Form.
"Intellectual Property Rights" means any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, programs, or the like.
"Order Form" means the ordering documents for Your evaluation or purchase of subscriptions to the Services hereunder, including addenda thereto, that are signed or electronically delivered by You and accepted by ClearSlide from time to time. Order Forms shall be deemed incorporated herein by reference.
"Output" means the analytics, results and related reports generated by Your use of the Services and based upon Your Data.
"Purchased Services" means access or subscriptions to the Services that You or a permitted Affiliate purchases under an Order Form.
"Purchased Services Term" means the subscription term for the Purchased Services specified in an Order Form.
"Services" means ClearSlide's online, web-based and mobile applications and platform provided via the website http://www.clearslide.com, and/or other designated websites as described in the Documentation, that are ordered by You for either evaluation purposes or as Purchased Services under an Order Form.
"Users" means Your authorized users identified by You and stated in an Order Form for whom You have purchased subscriptions to the Services. Users may only be Your employees or contractors authorized by You to access the Services for internal purposes.
"You," or "Your," means the company or other legal entity for which you are accepting this Agreement.
"Your Data" means all electronic data or information submitted or uploaded by You or Your Users in connection with the Services.
2.1. Evaluation Term License. During the Evaluation Term, subject to the terms and conditions of this Agreement, ClearSlide hereby grants to You a nonexclusive, nontransferable, nonsublicensable, revocable and limited license to: (a) access and use the Services solely for Your evaluation purposes; and (b) use, access and reproduce the Output for internal business purposes (provided that Your license to use Output generated and retained by You during the Evaluation Term for Your internal business purposes shall survive expiration or termination of the Evaluation Term). Any data that Your or Your Users upload or enter into the Services and any customizations made to the Services by or for You during the Evaluation Term will be permanently lost and/or erased at the end of the Evaluation Term or within thirty (30) days thereafter, unless You elect to purchase Purchased Services before the expiration of the Evaluation Term. IF PURCHASED SERVICES ARE NOT PURCHASED BY YOU PRIOR TO SUCH EXPIRATION, CLEARSLIDE WILL HAVE NO LIABILITY OF ANY KIND TO YOU FOR ANY OF YOUR DATA ERASED OR DELETED BY CLEARSLIDE AFTER SUCH THIRTY (30) DAY PERIOD.
2.2. Purchased Services Term License. During the Purchased Services Term, subject to the terms and conditions of this Agreement, the applicable Order Form and Your payment of Fees (defined in Section 4.1), ClearSlide hereby grants to You a nonexclusive, nontransferable, nonsublicensable, revocable and limited license to: (a) access and use the Services; (b) use, access and reproduce the Output for internal business purposes (provided that Your license to use Output generated and retained by You during the Purchased Services Term for Your internal business purposes shall survive expiration or termination of the Purchased Services Term); and (c) use and reproduce the Documentation for internal purposes only.
2.3. Users. Unless otherwise specified in the applicable Order Form: (a) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users in an Order Form; and (b) additional User subscriptions may be added by You via the Services, pursuant to the terms of, and at the Fees specified in, the Order Form. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned by You via the Services to new Users replacing former Users who no longer require ongoing use of the Services.
2.4. Restrictions. You will not: (a) make the Services available to any third party other than designated Users; (b) make the Services available to any of Your Affiliates without the express prior written consent of ClearSlide; (c) sell, resell, rent, lease, modify, translate or create derivative works of the Services or any Output; (d) decompile, reverse engineer or reverse assemble any portion of the Services or Output, or attempt to discover any source code or underlying ideas or algorithms of the Services; (e) access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services; (f) use the Services to store or transmit material in violation of third party privacy rights; (g) transmit unsolicited commercial or non-commercial email via the Services; (h) use the Services to store or transmit Malicious Code; i) interfere with or disrupt the integrity or performance of the Services or third party data contained therein; (j) attempt to gain unauthorized access to the Services or their related systems or networks; or (k) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Output or Documentation. The Documentation may include additional restrictions or limitations to the use of the Services, including, without limitation, limitations on storage space in the Services, and You agree to comply with any such restrictions or limitations. ClearSlide reserves the right, without limiting any other right or remedy available at law, in equity, or under this Agreement, to immediately suspend Your access to and use of the Services and/or immediately terminate this Agreement and any Order Form then in effect if ClearSlide determines, in its sole discretion, that You are engaging (or have engaged) in any of the activities set forth in this Section 2.4.
2.5. Order Forms. You may issue Order Forms for Services for ClearSlide's acceptance. ClearSlide may, in its discretion, accept or deny any Order Form, and will indicate its acceptance by enabling access to the Services in accordance with the terms of the applicable Order Form. Order Forms may be modified only by mutual agreement of the parties.
3.1. By ClearSlide. During the Purchased Services Term, ClearSlide will: (a) provide to You basic support for the Purchased Services at no additional charge; and (b) use commercially reasonable efforts to ensure the Purchased Services are available twenty-four (24) hours a day, seven (7) days a week, except for: (i) planned downtime for the Services (of which ClearSlide will use commercially reasonable efforts to give at least eight (8) hours' notice via the Purchased Services); or (ii) any unavailability of the Services caused by circumstances beyond ClearSlide's reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving ClearSlide's employees), or Internet-service-provider failures or delays.
3.2. By You. You will: (a) be responsible for all Users' compliance with this Agreement; (b) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify ClearSlide promptly of any such unauthorized access or use; (d) be responsible for any third party products or services used or exchanged by You in connection with the Services or any of Your Data; (e) be responsible for ensuring that all Your computer systems, technology or other similar items used in connection with the Services do not interfere with or disrupt the integrity or performance of the Services; and (f) use the Services and Output only in accordance with the Documentation and all applicable laws, regulations, rules, orders and other requirements of any applicable international, federal, state or local governmental authority ("Laws"). You understand and acknowledge that: (i) ClearSlide has no obligation to review Your content or Your Data; (ii) all email recipient addresses supplied for use in connection with the Services are supplied solely by You and ClearSlide has no obligation to "scrub" any message recipient list; and (iii) You are solely responsible for the creation, initiation and sending of messages via the Services, including, but not limited to, the content, recipients, and timing of such messages.
4.1. Fees. Unless otherwise stated in an Order Form, You will not be charged any fees for the Services during the Evaluation Term. During the Purchased Services Term (or Evaluation Term where applicable), You will be charged the fees for Users specified in an applicable Order Form ("Fees"). Except as otherwise specified herein or in an Order Form: (a) Fees are quoted and payable in United States dollars; (b) Fees are based on Purchased Services purchased and not actual usage; and (c) payment obligations are non-cancelable and Fees paid are non-refundable.
4.2. Fee Increases. ClearSlide, in its discretion, reserves the right to increase Fees for Services at any time, provided that (i) ClearSlide will not increase the Fees during the initial Purchased Services Term stated in an Order Form; and (ii) ClearSlide will not increase Fees for any renewal Purchased Services Term unless ClearSlide provides You with written notice of such increase in the Fees or unless the Fees in such prior period were designated in the applicable Order Form as promotional or one-time. You acknowledge that ClearSlide may, from time to time, add additional features or functionality to the Services, and that Your access to and use of such additional features and functionality may require payment by You of additional Fees.
4.3. Payments. You will pay Fees via credit card or by other means specified by ClearSlide in an applicable Order Form. If You are making payments for Fees via credit card, You will provide accurate payment information, and You hereby authorize ClearSlide to charge such credit card for all Fees in an applicable Order Form for the initial Purchased Services Term and any renewal thereof. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. For payment of Fees by any other method, ClearSlide will invoice You in advance of the provision of applicable Services and otherwise in accordance with the relevant Order Form. All payments for which invoices are delivered are due within thirty (30) days of the date of the invoice. If ClearSlide has not received payment of Fees by the applicable due date on an invoice, then ClearSlide may: (a) assess a late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and/or (b) condition future Purchased Services Term renewals and Order Forms on payment terms shorter than those specified herein. If You have elected to pay Fees via credit card and the credit card is charged back to ClearSlide or if any Fees invoiced to You are not paid within thirty (30) days of invoice, ClearSlide may: (i) with respect to chargebacks, cease charging Your credit card and invoice You for the amount charged back and any future Fees; (ii) accelerate the payment of any Fees payable; (iii) immediately suspend Your Services until payment is made; and/or (iv) immediately terminate the applicable Order Form for which Fees were due and/or terminate this Agreement.
4.4. Taxes. Unless otherwise stated, the Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes (except those based on ClearSlide's income) associated with the Purchased Services purchased hereunder, and will pay, indemnify and hold ClearSlide harmless from any Taxes and any costs associated with the collection or withholding thereof, including penalties and interest.
5.1. Ownership. As between the parties and subject to the license grants under this Agreement, (a) ClearSlide owns all right, title and interest in and to the Services, the Documentation, the Output and any and all Intellectual Property Rights embodied therein; and (b) You owns all right, title and interest in and to all Your Data uploaded to the Services and any and all Intellectual Property Rights embodied therein. Each party reserves all rights not expressly granted in this Agreement, and no licenses are granted by ClearSlide to You under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement.
5.2. Federal Government End-Use Provisions. ClearSlide provides the Services, including related software and technology, ultimately for federal government end use solely in accordance with the following: (a) Government technical data and software rights related to the Services include only those rights described herein; and (b) if a government agency has a need for rights not conveyed under this Agreement, it must negotiate with ClearSlide to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
6.1. Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or the Receiving Party knows or should know, given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party, is confidential information of the Disclosing Party. Confidential Information includes, but is not limited to, the terms of this Agreement as well as components of the business plans, inventions, product plans, design plans, financial plans, computer programs, know-how, customer information, strategies, marketing plans, technology and technical information, business processes and other similar information. Without limiting the foregoing, ClearSlide's Confidential Information includes the Services, the Documentation, and the Output. Confidential Information does not include information that: (a) is in or enters the public domain without breach of this Agreement through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party's Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments or other feedback provided by You to ClearSlide with respect to ClearSlide or the Services (collectively, "Feedback") will constitute ClearSlide's Confidential Information. Further, ClearSlide will be free to use, disclose, reproduce, license and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.
6.2. Compelled Disclosure. Notwithstanding Section 6.1, the Receiving Party may disclose the Disclosing Party's Confidential Information if it is compelled to do so by Law or in connection with other legal proceedings involving the Disclosing Party, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) so as to permit the Disclosing Party a reasonable opportunity to prevent such disclosure. If the Receiving Party is compelled by Law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. In the event ClearSlide is obligated to respond to a third party subpoena or other compulsory legal order or process with respect to Your Data, You will promptly reimburse ClearSlide for all reasonable attorneys' fees, as well as employees' time and materials, at ClearSlide's then-current hourly rates, incurred in connection with such response.
6.3. Security of Your Data. ClearSlide shall use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data. ClearSlide shall not: (a) modify or access Your Data except as necessary to provide the Services, prevent or resolve service or technical problems, or at Your request in connection with customer-support matters; or (b) disclose Your Data except as compelled by Law or other legal proceedings in accordance with Section 6.2, or as expressly permitted in writing by You.
6.4. Security of Passwords. You are solely responsible for all activities that occur in Your or Your Users' account(s) and for the security of all of Your and Your Users' passwords. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CLEARSLIDE HAS NO LIABILITY OF ANY KIND (WHETHER BY CONTRACT, TORT OR OTHERWISE) FOR ANY UNAUTHORIZED ACCESS TO YOUR OR YOUR USERS' ACCOUNTS AS A RESULT OF YOUR OR YOUR USERS' ACTIONS OR INACTIONS.
7.1. ClearSlide Warranties. ClearSlide warrants that it has the legal power to enter into this Agreement, and doing so will not violate any other agreement to which ClearSlide is a party. ClearSlide further warrants that: (a) the Services shall perform materially in accordance with the Documentation; and (b) the functionality of the Services will not be materially decreased during a Purchased Services Term. Your sole and exclusive remedy for any breach of the foregoing is to terminate the applicable Order Form and/or this Agreement; provided that You first provide ClearSlide with timely written notice of, and a reasonable opportunity to cure, such breach, prior to any such termination.
7.2. Your Warranties. You warrant that: (a) You have the legal power to enter into this Agreement, and doing so will not violate any other agreement to which You are a party; (b) You will not transmit any Malicious Code in connection with the Services; (c) You have the right and authority and has obtained all necessary consents required to use Your Data and any other of Your content or data used in connection with the Services; (d) Your Data or other data or content used by You in connection with the Services shall not infringe the Intellectual Property Rights of any third party; and (e) You will comply with all applicable Laws in Your performance of this Agreement, including, without limitation, Laws relating to: (i) individual privacy or the distribution of email and other one-to-one digital messages (including, without limitation, the CAN-SPAM Act of 2003 and any rules adopted under such act); (ii) the recording of communications, including, where required, advising all participants in a recorded meeting or event via the Services that the meeting or event is being recorded; and (iii) the use of voice-over IP telephony services.
7.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CLEARSLIDE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CLEARSLIDE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. WITHOUT LIMITING THE FOREGOING, CLEARSLIDE DOES NOT MAKE ANY WARRANTIES THAT (A) THE SERVICES ARE FREE FROM ANY BUGS, ERRORS OR OMISSIONS; OR (B) THE SERVICES ARE NONINFRINGING. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DURING THE EVALUATION TERM THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY. CLEARSLIDE WILL NOT BE RESPONSIBLE FOR ANY LOSS OF YOUR DATA (OR ANY DATA RELATED THERETO). THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.1. Indemnity Claims. You will defend, indemnify and hold ClearSlide and its directors, officers, employees, suppliers, consultants, contractors and agents harmless from and against any and all actual or threatened claims, suits, actions or proceedings, including all related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including but not limited to reasonable attorneys' fees) (collectively, "Claims") arising out of or relating to: (a) Your, Your Affiliates' or its or their Users' breach of this Agreement or any representation or warranty made by You herein; (b) Your or Your Affiliates' or its or their Users' negligence or willful misconduct; (c) Your Data; (d) any use of any Output in a manner prohibited under this Agreement; or (e) any violation of any Law by You, Your Affiliate or a User.
8.2. Procedure. With respect to Your indemnity obligations arising pursuant to Section 8.1, ClearSlide shall promptly notify You when it becomes aware of any Claim, provided that any delay in providing such notice shall not relieve You of Your indemnity obligations under this Agreement unless, and only to the extent, You were prejudiced by the delay. ClearSlide shall reasonably cooperate with You in the defense of such Claim at ClearSlide's expense. ClearSlide may participate in the defense at its option and expense; provided that You shall have the right to control the defense and all negotiations relative to the settlement of any such Claim, including without limitation selection of counsel, and provided further that no settlement imposing any affirmative or negative obligations on the part of ClearSlide, including any settlement that includes (i) admission of liability or wrongdoing by ClearSlide; (ii) payment of any amounts not covered by Your indemnity obligations; (iii) actions that affect ClearSlide's Intellectual Property Rights, may be made without the express written consent of ClearSlide, which may be withheld in the sole discretion of ClearSlide; and provided further provided that in conducting such defense or settling such claim or action, You shall not disclose or use in an improper or manner not authorized under this Agreement the Confidential Information of ClearSlide without ClearSlide's prior written consent.
9.1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL CLEARSLIDE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF YOUR DATA (OR ANY DATA RELATED THERETO) OR ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.2. Limitation of Liability. IN NO EVENT WILL CLEARSLIDE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE OF THE AMOUNTS PAID BY YOU TO CLEARSLIDE DURING THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING DISCLAIMER WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.3. Time Limit on Claims. REGARDLESS OF ANY STATUTE OR LAW THAT CONTAINS A LONGER STATUTE OF LIMITATIONS, ANY CLAIM OR CAUSE OF ACTION AGAINST CLEARSLIDE ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR BE FOREVER BARRED.
10.1. Term of Agreement. If You elect to use the Services for evaluation only, the term of this Agreement will commence on the Effective Date and, unless earlier terminated, will expire following the end of the Evaluation Term stated in an applicable Order Form. If You elect to obtain Purchased Services, the term of this Agreement will commence on the Effective Date and, unless earlier terminated, will continue for the duration of any Purchased Services Term in an applicable Order Form. Except as otherwise specified in the applicable Order Form, all Purchased Services Terms shall automatically renew for additional periods equal in duration to the expiring Purchased Services Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Purchased Services Term.
10.2. Termination. Either party may terminate this Agreement or any individual Order Form as follows: (a) for cause if the other party breaches this Agreement or an Order Form and does not remedy such breach within thirty (30) days after its receipt of written notice of such breach; (b) immediately if the other party: (i) terminates its business activities or becomes insolvent; (ii) admits in writing to the inability to pay its debts as they mature; (iii) makes an assignment for the benefit of creditors; or (iv) becomes subject to direct control of a trustee, receiver or similar authority; or (c) in the case of ClearSlide, immediately if You do not pay the Fees when due as described in Section 4.
10.3. Transition of Your Data. For a period of sixty (60) days following termination or expiration of this Agreement, You may retrieve Your Data from the Services and ClearSlide will provide You with the same post-termination data retrieval assistance that ClearSlide generally makes available to all its customers. Any additional post-termination assistance from ClearSlide is subject to the mutual agreement of the parties, including Your acceptance of any reasonable fees and terms ClearSlide specifies for such assistance. After sixty (60) days following termination or expiration of this Agreement, unless prohibited by applicable Laws, ClearSlide may delete or erase any and all of Your presentations, sales collateral, or similar material hosted, stored or maintained by ClearSlide in connection with the Services (the "Collateral"); provided, however, that, unless prohibited by applicable Laws, ClearSlide shall promptly delete or erase such Collateral upon receipt of Your written request to delete same. Notwithstanding the foregoing, ClearSlide reserves the right to retain in perpetuity data relating to Your and Your Users' use of the Services, including, without limitation, such data as may be embodied in the Output. Except as provided in this Section 10.3, ClearSlide shall have no obligation to continue to store or permit You to retrieve any of Your Data following termination of this Agreement.
10.4. Effect of Termination. Upon any expiration or termination of this Agreement: (a) Your right to use the Services shall cease, and ClearSlide shall have no further obligation to make the Services available to You; (b) except as otherwise expressly stated herein, all rights and licenses granted to You under this Agreement will immediately cease; (c) except as provided in Section 10.3, ClearSlide will have no obligation with respect to any of Your Data; and (d) You will pay any unpaid Fees payable for the remainder of the Purchased Services Term under any applicable Order Form in effect prior to the termination date.
10.5. Survival. The following provisions will survive any expiration or termination of this Agreement: Sections 1 (Definitions), 2.1 (Evaluation Term License, for the duration of any transition to a Purchased Service Term), 2.4 (Restrictions), 4 (Fees and Payment), 5 (Proprietary Rights), 6.1 (Confidential Information), 6.2 (Compelled Disclosure), 7 (Representations and Warranties), 8 (Indemnity), 9 (Limitations of Liability), 10.3 (Transition of Your Data, for the duration therein), 10.5 (Survival) and 12 (Miscellaneous).
11.1. Publicity. During the Purchased Services Term, You hereby agree that ClearSlide may reference You and Your use of the Services in private customer and prospect communications, and on ClearSlide's website. You also agree that ClearSlide may reference You and Your use of Services in marketing and public relations materials, including a press release announcing You as a new customer and the inclusion of You as a customer in ClearSlide's company boilerplate. ClearSlide may also offer Your participation in media interviews with Your prior approval to be provided to media as a media reference. You hereby grant ClearSlide a nonexclusive, worldwide license, during the Purchased Services Term, to use and display Your trademarks, trade names and logos ("Marks") in connection with the foregoing uses.
11.2. Branded Domains. During the Purchased Services Term, You may request that ClearSlide register certain domain names containing Marks for Your use in connection with the Services (each a "Branded Domain"). In such an event, You hereby grant ClearSlide a nonexclusive, worldwide license, during the Purchased Services Term, to register and use any of Your Marks as they appear in the Branded Domains, solely in connection with ClearSlide's provision of the Services as authorized by this Agreement. ClearSlide shall transfer any Branded Domain registered pursuant to this Agreement to You at Your request.
11.3. Reservation of Rights. Subject to the licenses granted in this Section, You retain all right, title and interest in and to Your Marks and the Branded Domains.
12.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing: (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and (b) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.
12.2. Notices. Any notice or communication required or permitted to be given hereunder must be in writing, signed or authorized by the party giving notice, and may be: (a) delivered by hand, deposited with an overnight courier; (b) sent by confirmed email or confirmed facsimile (except that neither email nor facsimile shall be deemed sufficient for notices of breach, termination, or an indemnifiable claim); or (c) mailed by registered or certified mail, return receipt requested, postage prepaid, to the following:
In Your case, to the address, mail address and/or facsimile contact information set forth within Your ClearSlide account.
In the case of ClearSlide, to ClearSlide, Inc., Attn: Legal Department, 548 Market St, Suite 21265, San Francisco, California, 94104, U.S.A.
12.3. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The parties irrevocably consent to the jurisdiction of the state and federal courts in San Francisco County, California for the resolution of any disputes or conflicts arising out of or related to this Agreement.
12.4. Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by You (including to Your Affiliates), by operation of law or otherwise, without the prior written consent of ClearSlide. This Agreement may be assigned or transferred by ClearSlide without consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
12.5. Relationship of Parties. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchisee, employee, representative, owner or partner of the other party, and the relationship between the parties will solely be that of independent contractors.
12.6. Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner which ensures that all transactions contemplated hereby are fulfilled.
12.7. No Waiver. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or affect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
12.8. Entire Agreement; Updates and Revisions; Counterparts. This Agreement, together with each Order Form, is the entire agreement of the parties regarding the subject matter hereof, superseding all other agreements between them, whether oral or written. ClearSlide may update or revise this Agreement from time to time in its sole discretion, and ClearSlide recommends that You review this Agreement on a regular basis. The most current version will be posted on the Site. Your continued use of the Services after any update or revision to this Agreement constitutes Your acceptance of the Agreement updates or revisions. Order Forms governed by this Agreement may be executed in one or more counterparts, each of which when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. A facsimile or electronic signature is deemed an original signature for all purposes under this Agreement and any Order Form.