Last updated June 26, 2025
We are Signature Tech Studio, Inc (“Company,” “we,” “us,” “our”), a company registered in North Carolina, United States.
We operate the website https://www.hivebase.com (the “Site”), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Signature Tech Studio, Inc, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
We recommend that you print a copy of these Legal Terms for your records.
For the purposes of these Legal Terms:
Company will make the Services available to Customers, Resellers, Authorized Users, and Guest Users during the term of their subscription in accordance with these Legal Terms. Except for the limited rights expressly granted herein, nothing in these Legal Terms transfers any ownership of Customer Content to Company.
Customer hereby grants to Company a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and otherwise process Customer Content solely for the purpose of providing and supporting the Services and for no other purpose.
The Services are not designed to comply with industry-specific regulations—including, without limitation, the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the International Traffic in Arms Regulations (ITAR), or any equivalent foreign laws. Accordingly, you must not upload or otherwise process through the Services any information that is subject to such regulations unless you have first entered into a separate written data-processing or business-associate agreement with Company that expressly permits such use. You acknowledge that any breach of this section may result in immediate suspension or termination of your access to the Services.
Each Reseller is liable for any and all acts or omissions of such customers and users. Each Customer is responsible for all activity occurring under its account(s), including compliance by its Authorized Users and Guest Users with these Legal Terms.
You are responsible for compliance with all applicable export-control, sanctions, and import regulations, including U.S. Export Administration Regulations (EAR) and comparable foreign laws, before uploading, accessing, or transmitting Customer Content through the Services.
Except for Customer Content (defined below), the Services—including all software, source code, design, text, graphics, photographs, video, audio, user-interface elements, the Hivebase® and related word marks and logos (collectively, “Company IP”)—are and shall remain the exclusive property of Company or its licensors. Company IP is protected by U.S. and foreign copyright, trademark, and other intellectual-property laws. Subject to these Legal Terms, Company grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Company IP solely to the extent necessary to enjoy the Services for your internal business purposes. No other rights, title, or interest are granted or implied.
“Customer Content” means any documents, drawings, images, text, data, or other content that you, a Reseller, an Authorized User, or a Guest User uploads to, stores in, or transmits through the Services. As between the parties, you (or your licensors) retain all right, title, and interest in and to Customer Content. No ownership of Customer Content transfers to Company under these Legal Terms.
You hereby grant Company a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, and process Customer Content solely for the purpose of providing, maintaining, securing, and improving the Services and for no other purpose. This license extends to Company’s subcontractors and infrastructure providers to the limited extent necessary to operate the Services, provided they are bound by confidentiality obligations no less protective than those in these Legal Terms.
You represent and warrant that (a) you have and will maintain all rights, licenses, and permissions necessary to grant the license in § 2.3 and to upload, store, display, or otherwise process Customer Content through the Services, without infringing or misappropriating any third-party rights, and (b) if you are a Reseller, you remain responsible for any Customer Content uploaded or accounts provisioned by you or on your behalf, and you will not make any representation, warranty, or commitment regarding the Services that is inconsistent with the published documentation or these Legal Terms.
If you elect to provide Company with comments, suggestions, or other feedback regarding the Services (“Feedback”), you hereby assign to Company all right, title, and interest in such Feedback. Feedback is not Customer Content.
Company respects the intellectual-property rights of others and expects users of the Services to do the same. Company’s policy is to (i) remove or disable access to material it believes in good faith to be infringing; (ii) terminate the accounts of repeat infringers; and (iii) comply with the Digital Millennium Copyright Act (“DMCA”).
Designated Agent:
Signature Tech Studio, Inc.
Attn: DMCA Agent
51 S French Broad Ave #301
Asheville, NC 28801
Phone: 630-938-7601
Email: dmca@hivebase.com
To file a DMCA notice, please provide the information required by 17 U.S.C. § 512(c)(3). Counter-notifications must satisfy § 512(g)(3). Upon receipt of a valid notice, Company will promptly remove or disable the allegedly infringing material and will notify the affected user in accordance with the DMCA.
Company may, but is not obligated to, review Customer Content and may remove or disable access to any Customer Content that (i) violates these Legal Terms, (ii) is subject to a court order or governmental request, or (iii) Company, in its sole discretion, deems potentially harmful, illegal, or infringing. Company will use commercially reasonable efforts to notify the uploading party prior to removal unless prohibited by law or court order.
Except for the limited licenses expressly granted in this Section 2, neither party transfers or assigns any intellectual-property rights to the other. All rights not expressly granted herein are reserved by the respective owner.
By accessing or using the Services, you represent, warrant, and covenant, on a continuing basis, that:
If you breach—or Company reasonably suspects that you have breached—any representation in this Section 3, Company may, in its sole discretion and without notice, suspend or terminate your access to the Services pursuant to § 10 (Term and Termination).
Except for Guest Users who access the Services solely via a share link, every person who uses the Services must register as an Authorized User under a valid Customer or Reseller subscription. Each Authorized User must have a unique login ID; account sharing is prohibited.
You agree to provide true, complete, and current information when registering and to promptly update that information if it changes. Company may reject or reclaim any username that violates these Legal Terms or applicable law.
You must keep your login credentials confidential, and account sharing is strictly prohibited. Company offers multi-factor authentication (“MFA”); while MFA is optional, we strongly recommend enabling it to enhance account security.
You will immediately (i) disable compromised credentials and (ii) notify Company at security@hivebase.com if you become aware of any unauthorized access to your account or the Services. Company may suspend access to preserve security.
Company may, without liability, suspend or terminate any account or disable access to specific Customer Content if (a) Company reasonably believes the account or content poses a security risk, infringes the rights of any third party, or violates § 1.4 (Prohibited Sensitive Data), or (b) Company is required to do so by law or court order. Company will, where practicable, notify the account owner and provide an opportunity to remedy the issue prior to suspension.
Except with Company’s prior written consent, you may not transfer, assign, or resell your account or any seat to another person or entity. Any attempted transfer in violation of this Section 4.6 is null and void.
The Services are sold on a subscription basis. Fees are calculated from (a) the plan tier you select and (b) the number of Authorized User seats you provision, as recorded by the Services. If your access to the Services is provisioned through a Reseller, your payment obligations—if any—are described in your agreement with that Reseller, and Company may look solely to the Reseller for fees. Unless stated otherwise in an online checkout page or separate Order Form, all fees are quoted and payable in U.S. dollars.
If Company offers a free trial, you may use the Services without charge for the duration stated at signup. Unless you cancel before the trial ends, your subscription will automatically convert to a paid plan at the then-current list price.
Each paid subscription renews automatically for successive periods equal to the initial term (e.g., monthly or annually) unless you cancel through the account-management portal or by written notice at least:
(a) fifteen (15) days before the end of a monthly term; or
(b) thirty (30) days before the end of an annual term.
Company may modify its list prices on at least thirty (30) days’ prior email notice. Revised prices take effect at your next renewal. If you do not agree to the change, you may cancel under § 5.3, and the new price will not apply for the remainder of your current term.
Fees are exclusive of all sales, use, value-added, withholding, or other taxes (“Taxes”). You are responsible for all Taxes associated with your subscription, except for taxes on Company’s net income. If Company is required to collect or pay Taxes, such Taxes will be added to your invoice and are due when invoiced.
You authorize Company (or its payment processor) to charge your designated payment method on each billing due date. Unpaid amounts accrue interest at one-and-one-half percent (1.5 %) per month, or the maximum rate permitted by law, whichever is lower, from the due date until paid. Company may suspend access to the Services, after seven (7) days’ written notice, for any past-due balance.
You are financially responsible for every Authorized User seat provisioned under your subscription until the seat is de-provisioned in the Services, whether or not the individual user actively logs in or uses the Service.
Except where prohibited by applicable law, all payments are non-refundable once charged. This § 5.8 does not limit any statutory cancellation or refund rights that the laws of your jurisdiction may provide.
You must notify Company in writing of any good-faith billing dispute within thirty (30) days of the disputed invoice date and cooperate diligently to resolve the dispute. Initiating a card chargeback before following this process constitutes a material breach of these Legal Terms.
You agree not to, and will not permit any third party to, do any of the following (collectively, “Prohibited Activities”):
(a) Upload, store, display, or transmit any Customer Content that is unlawful, defamatory, obscene, pornographic, harassing, hateful, or that encourages conduct that would violate applicable laws or regulations.
(b) Upload or transmit any Customer Content that infringes, misappropriates, or otherwise violates any third-party intellectual-property or privacy rights.
(c) Upload or process any information subject to special legal or contractual handling requirements (including PHI under HIPAA, cardholder data under PCI DSS, or export-controlled technical data under ITAR or EAR) except as expressly permitted under § 1.4.
(d) Attempt to gain unauthorized access to the Services or related systems or networks.
(e) Probe, scan, or test the vulnerability of the Services, or breach, disable, or tamper with any security or authentication measures.
(f) Introduce any viruses, worms, Trojan horses, time bombs, corrupted files, or other destructive code.
(g) Use any robot, spider, crawler, scraper, or other automated means to access the Services for any purpose without Company’s prior written consent.
(h) Access the Services for purposes of monitoring availability, performance, functionality, or for any other benchmarking or competitive purpose.
(i) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services, except to the limited extent such activity is expressly permitted by applicable law notwithstanding this prohibition.
(j) Interfere with any other user’s enjoyment of the Services or disrupt the normal flow of dialogue.
(k) Send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of duplicative or unsolicited messages.
(l) Share, transfer, or otherwise make an Authorized User credential available to any person other than the specific individual to whom the credential was issued.
(m) Create or use fake identities, impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
(n) Use the Services in violation of U.S. or other applicable export-control or economic-sanctions laws, including by providing access to embargoed countries or prohibited end users.
Company reserves the right, but not the obligation, to investigate any Prohibited Activity and to remove or disable access to Customer Content or suspend accounts in accordance with § 4.5. Company may also report any Prohibited Activity to law-enforcement authorities and cooperate with any investigation.
Suspected Prohibited Activity may be reported to Company at abuse@hivebase.com.
Any digitization, scanning, or document-preparation services performed by a Reseller or other third party are independent of the Services. Company is not responsible for, and disclaims all liability arising from, such third-party services or the physical documents handled in connection therewith.
Customer (including, where applicable, Reseller) has sole responsibility for (a) the accuracy, quality, and legality of Customer Content, (b) establishing internal retention schedules that meet its regulatory or business obligations, and (c) maintaining its own backup or archive copies of Customer Content outside the Services if required for disaster-recovery or legal-hold purposes.
Company stores Customer Content in geographic regions disclosed in its Security Overview and maintains commercially reasonable administrative, physical, and technical safeguards—including multiple redundant copies and routine integrity checks—to protect Customer Content from accidental or unlawful destruction, loss, alteration, or unauthorized disclosure.
So long as (i) Customer’s subscription remains active and in good standing and (ii) Customer has not chosen to delete specific documents or projects using the standard delete functions of the Services, Company will not intentionally delete Customer Content.
The Services allow Customer (or its Authorized Users with appropriate permissions) to delete specific documents or projects (“Deleted Content”). Deleted Content is immediately removed from the live production environment and should be treated by Customer as irretrievably lost. For disaster-recovery purposes only, Company retains encrypted backups that may include copies of Deleted Content for up to thirty (30) days after deletion (“Recovery Window”).
During the Recovery Window, Customer may submit a written request to restore Deleted Content. Company will use commercially reasonable efforts to restore the requested data but does not guarantee that any Deleted Content can or will be recovered. Company may charge a reasonable, mutually agreed professional-services fee for any restoration work. After the Recovery Window expires, Deleted Content becomes subject to the deletion schedule in § 7.6.
Upon any termination or non-renewal of the subscription:
After the events described in § 7.4 or § 7.5, Customer Content enters Company’s secure deletion workflow and is overwritten or otherwise rendered unrecoverable during Company’s standard backup-rotation and log-retention cycles. These cycles are designed so that Customer Content is ordinarily removed from all active and archival storage in the ordinary course of business, subject to (i) retention in system logs for security auditing and (ii) preservation required by law, court order, or regulatory request.
Company may retain and use anonymized or aggregated data derived from Customer’s use of the Services for legitimate business purposes (such as improving product features and benchmarking), provided that such data cannot reasonably be used to identify Customer, Reseller, or any Authorized User.
If Customer is subject to litigation, investigation, or other legal hold that requires preservation of specific Customer Content beyond the periods stated above, Customer must notify Company in writing before the applicable deletion date. Company will use commercially reasonable efforts to preserve the identified data for the duration of the legal hold, and Customer will reimburse Company for any reasonable, documented costs incurred.
Except to the limited extent caused by Company’s gross negligence or willful misconduct, Company is not liable for any loss, corruption, or destruction of Customer Content (a) that results from Customer’s own actions or omissions, including use of the delete functions described in § 7.4, (b) that occurs after the 30-day post-termination export window, or (c) that results from a failure by Customer to maintain independent backups as required by § 7.1.
Company may monitor use of the Services to (a) operate, secure, and improve the Services; (b) verify compliance with these Legal Terms (including § 6 “Prohibited Activities”); and (c) detect and prevent fraud, abuse, or security threats. Monitoring may include automated tools and human review, but Company has no obligation to monitor every transaction or file.
If Company reasonably determines that (i) Customer Content or account activity violates these Legal Terms, applicable law, or the rights of a third party, or (ii) continued access poses a security, performance, or legal risk to the Services or to any user, Company may take one or more of the following actions, each a “Protective Action”:
Except where prohibited by law or where immediate action is required to mitigate material risk, Company will provide Customer with prior written notice (email acceptable) describing the planned Protective Action and, where practicable, an opportunity to cure the violation.
If Customer cures the violation to Company’s reasonable satisfaction within the time period stated in the notice (or, if no period is stated, within ten (10) business days), Company will promptly restore suspended accounts or disabled Customer Content unless restoration would create a continuing risk described in § 8.2.
The Services include usage thresholds described in the applicable plan documentation. If Customer’s usage materially exceeds those thresholds and degrades platform performance, Company may request that Customer purchase additional capacity or reduce usage to within allotted limits. If Customer fails to do so within a commercially reasonable time after notice, Company may take Technical Measures under § 8.2(3).
Company reserves all rights not expressly granted in these Legal Terms, including the right to improve, modify, suspend, or discontinue any part of the Services in accordance with § 11 (Modifications, Maintenance & Service Interruptions), provided that Company will not materially downgrade the core functionality of the Services without at least thirty (30) days’ prior notice to Customers on paid plans.
Your use of the Services is subject to the Hivebase Privacy Policy (https://www.hivebase.com/privacy), which is incorporated by reference. By using the Services, you confirm that you have reviewed the Privacy Policy.
Customer Content is stored and processed in the hosting region associated with your workspace—either the United States or Canada. We endeavor to keep all Customer Content within that region. In limited circumstances (for example, remote support, disaster-recovery operations, or the engagement of ancillary subprocessors), Customer Content may be accessed from other jurisdictions, but always under the safeguards described in our Privacy Policy.
We maintain an information-security program with administrative, technical, and physical safeguards designed to protect Customer Content against unauthorized access, use, or disclosure. Additional security details are provided in the Privacy Policy.
If any term in the Privacy Policy conflicts with these Legal Terms, these Legal Terms will control, except where applicable law requires otherwise.
These Legal Terms start on the earlier of (a) the date you create an account or (b) the effective date of an Order Form, and continue until all subscriptions governed by these Legal Terms have expired or been terminated (the “Term”).
Customer may terminate its subscription(s) at any time through the account-management portal or by written notice, in each case subject to the advance-notice periods in § 5.3. Termination under this § 10.2 does not relieve Customer of its obligation to pay all fees that became due prior to the termination effective date.
Either party may terminate these Legal Terms immediately on written notice if the other party:
Non-Payment & Security Breach. Company may terminate or suspend the Services on seven (7) days’ written notice for unpaid amounts under § 5.6, or immediately if Customer’s use of the Services poses a security risk described in § 8.2.
Upon termination or expiration:
Sections 1, 2, 3, 5.6–5.9, 6, 7, 8.5, 9, 10.4–10.5, 11 (Modifications, Maintenance & Service Interruptions), 12 (Disclaimers, Limitation of Liability & Indemnification), 13 (Dispute Resolution & Governing Law), and 14 (Miscellaneous) survive any termination or expiration of these Legal Terms.
We continually improve the Services and may add, modify, or remove features (each a “Change”). Except as provided in § 11.2, we will not make a Change that materially reduces the core document-management functionality of the Services during your current Subscription Term.
If we intend to make a Change that, in our reasonable judgment, materially diminishes or discontinues a core feature you are actively using, we will give at least thirty (30) days’ prior written notice (email acceptable). Within that notice period you may terminate the Subscription Term for convenience and receive a pro-rata refund of any prepaid, unused fees covering the remainder of the Term.
We perform routine maintenance outside normal business hours—defined as 08:00–18:00 Monday through Friday in the continental United States and Canada (local time at the affected datacenter) or at any time on a weekend. When a maintenance activity is expected to cause more than fifteen (15) minutes of service interruption, we will give at least forty-eight (48) hours’ advance notice. Emergency maintenance to address critical issues (for example, security vulnerabilities) may occur at any time; if advance notice is impracticable, we will notify affected customers as soon as reasonably possible afterward.
We strive for high availability but do not guarantee uninterrupted service. Outages can arise from factors beyond our reasonable control—including internet-backbone failures, force-majeure events per § 11.6, or third-party service disruptions. Your sole remedy for unplanned downtime is the right to terminate under § 10.3 if the outage constitutes a material breach that we fail to cure within thirty (30) days, unless a separate, written Service Level Agreement (“SLA”) between you and Company provides otherwise.
We may label certain functionality as “beta,” “preview,” or “early access.” Such features are provided AS IS, may be modified or withdrawn at any time, and are excluded from any warranties or uptime commitments stated elsewhere in these Legal Terms.
Neither party is liable for any delay or failure to perform its obligations (excluding payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, utility failures, or internet-service-provider outages. The affected party will promptly notify the other and use commercially reasonable efforts to mitigate the impact.
Notices under this Section 11 will be sent to the email address associated with your account’s primary administrator and, where feasible, posted to the Hivebase status page (https://status.hivebase.com).
EXCEPT AS EXPRESSLY SET OUT IN THESE LEGAL TERMS, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO § 12.3, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE LEGAL TERMS, OR ANY ORDER FORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (ii) FIFTY THOUSAND U.S. DOLLARS (US $50,000). The foregoing limitations apply in the aggregate to all claims brought by Customer and its Affiliates, including where Customer acts as a Reseller on behalf of downstream customers.
The limitations in § 12.2 do not apply to:
Customer will defend, indemnify, and hold harmless Company and its directors, officers, employees, and affiliates from and against any third-party claim, demand, suit, or proceeding (“Claim”) arising out of or related to:
Company will defend Customer against any Claim alleging that the proprietary software code underlying the Services, when used by Customer as permitted hereunder, directly infringes a valid U.S. or Canadian copyright, patent, or trade-secret right, and will indemnify Customer for any damages finally awarded (or settlement amounts approved) in connection with such Claim. If the Services are, or in Company’s reasonable opinion are likely to be, enjoined for infringement, Company may (at its option and expense) either (i) procure for Customer the right to continue using the Services, (ii) replace or modify the Services so they become non-infringing while materially preserving functionality, or (iii) terminate the affected Service and refund any prepaid, unused fees.
Exclusions. Company’s obligation in this § 12.5 does not apply to Claims arising from: (a) Customer Content; (b) combination of the Services with items not supplied by Company; (c) use of the Services in breach of these Legal Terms; or (d) beta or free-trial functionality.
The indemnifying party’s obligations in § 12.4 and § 12.5 are conditioned on the indemnified party: (i) promptly giving written notice of the Claim; (ii) granting sole control of the defence and settlement to the indemnifying party (provided any settlement releases the indemnified party of all liability and contains no admission of fault); and (iii) providing reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defence at its own cost.
The indemnities in § 12.4 and § 12.5 and the termination/refund right in § 11.2 are the parties’ exclusive remedies for the Claims described therein.
Before commencing any formal proceeding, either party must give the other written notice of the dispute and a brief description of the facts. The parties will make good-faith efforts to resolve the dispute informally within thirty (30) days after the notice is received.
Except for the exclusions in § 13.3, any dispute, claim, or controversy arising out of or relating to the Services or these Legal Terms (“Dispute”) shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, in English, and—unless the parties agree otherwise—by video conference or, if an in-person hearing is requested, in Asheville, North Carolina. No class or representative actions are permitted; the arbitrator may award relief only to the individual parties.
Opt-out right. You may opt out of this arbitration agreement by sending written notice to legal@hivebase.com within thirty (30) days of first accepting these Legal Terms. An opt-out notice does not affect any other provisions of these Legal Terms.
This Section 13 does not require arbitration of:
For any Dispute not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Buncombe County, North Carolina, and waive any objection to venue or forum non conveniens.
These Legal Terms and any Dispute are governed by the laws of the State of North Carolina, U.S.A., without regard to its conflict-of-laws principles.
To the extent permitted by law, any Dispute must be filed within one (1) year after the cause of action accrues. After the one-year period, no Dispute may be brought and any such Dispute is permanently barred.
The prevailing party in any arbitration or court proceeding arising out of a Dispute is entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief awarded.
These Legal Terms (including any referenced documents, such as the Privacy Policy and any mutually executed Order Form, Service Level Agreement, or written amendment) constitute the entire agreement between the parties concerning the Services and supersede all prior or contemporaneous proposals, negotiations, and communications, whether oral or written and any “Supplemental Terms” presented for specific features or promotions. In the event of a conflict, the following order of precedence applies: (i) a signed amendment or addendum, (ii) a signed Order Form or SLA, (iii) these Legal Terms, and (iv) the Privacy Policy.
Neither party may assign or transfer its rights or obligations under these Legal Terms, whether by operation of law or otherwise, without the prior written consent of the other party, except that either party may assign these Legal Terms in their entirety (including all Order Forms) without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any attempted assignment in violation of this section is void. Subject to the foregoing, these Legal Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
The parties are independent contractors. These Legal Terms do not create a partnership, franchise, joint venture, fiduciary, or employment relationship.
Except as otherwise specified in these Legal Terms, all notices must be in writing and will be deemed given (a) when delivered personally, (b) one business day after being sent by a nationally recognized overnight courier with written confirmation, or (c) three business days after being mailed by certified mail, return receipt requested, to the addresses set forth in an Order Form or, if none, the party’s principal place of business. Operational or legal notices may also be sent by email to the account-admin email on file and are deemed given when the email leaves the sender’s server, provided the sender has no system notice of delivery failure.
If any provision of these Legal Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
Failure by either party to enforce any provision of these Legal Terms will not constitute a waiver of future enforcement of that or any other provision.
Customer shall comply with all applicable U.S. and foreign export-control and economic-sanctions laws and regulations in connection with its use of the Services. Customer represents that it is not named on, and is not owned or controlled by any entity named on, any U.S. government denied-party list.
The Software and documentation are “commercial items” as defined in FAR 2.101 and are provided to U.S. Government end-users only as commercial items subject to the same rights and restrictions described elsewhere in these Legal Terms.
Communications between the parties may be conducted electronically, including via click-wrap acceptance. Electronic signatures (whether digital or encrypted) are deemed to satisfy any requirement for “writing” or “signature” under applicable law.
Section headings are for convenience only and have no legal or contractual effect.