Forest - Terms of Use

The following End User License Agreement (“Agreement”) is between Clareo Partners LLC (“Clareo”) and the organization agreeing to these terms and conditions (“End User”, “you” or “your”). The length of the term of Services, the fee(s) due for the Services and the applications which you may access shall be set forth in a separate order form between Clareo and End User (the “Order Form”), which shall be deemed to incorporate the terms and conditions set forth in this Agreement. Your selection of the applicable use tier for one or more of the applications available for the Forest proprietary software via the online self-service portal likewise incorporates the terms and conditions set forth in this Agreement. Your use of the Services is subject to the terms and conditions set forth below, so you should take the time to fully understand this Agreement. If you have any questions regarding this Agreement, please contact Clareo.

YOUR RIGHT TO USE THE SERVICE IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. YOU ARE AGREEING TO BE BOUND BY THESE TERMS ON YOUR OWN BEHALF AND ON BEHALF OF THE END USER. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF YOU DO NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, OR YOU DO NOT HAVE AUTHORITY TO BIND END USER, YOU MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.

1. Definitions

Terms used in this Agreement with their initial letters capitalized have the meanings ascribed to them in this section or where they are elsewhere defined in this Agreement. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in this Agreement:

(a) “Affiliate” means, with respect to either party, any entity that directly or indirectly controls, is controlled by or is under common control with, such party. For purposes of the foregoing, “control” means, with respect to: (i) a corporation, the ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to elect directors thereof; and (ii) any other person, fifty percent (50%) or more ownership interest in said person.
(b) “Authorized User” means an individual employee or contractor of End User or its Affiliates, who is authorized by the End User to use the Services for End User’s business purposes.
(c) “Background Materials” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, Report Formats, techniques, methods, processes, data gathered, created, and maintained by Clareo within the Services, algorithms, know-how, trade secrets and other technologies and information that are owned, used or licensed by Clareo in providing the Services and Results (including any correction, improvement, extension or other modification to the Services made, created, conceived or developed by or for Clareo, including at End User’s request or as a result of feedback provided by End User to Clareo).
(d) “Documentation” means Clareo’s user guides for the Services as may be released by Clareo from time to time.
(e) “End User Data” means any information and data entered into the Services by an Authorized User, End User or Clareo on End User’s behalf.
(f) “On-Site Software” means the software which may be provided to you by Clareo as may sometimes be necessary to transmit data to Clareo.
(g) “Order Form” means the written Clareo order form(s), signed by both parties, expressly referencing this Agreement, specifying the Services to be provided to End User along with the pricing, term and other specific terms and conditions applicable to such Services.
(h) “Reports” means the reports, charts, graphs and other presentation in which the Results are presented to End User.
(i) “Report Formats” means the formatting, look and feel, and methods for producing the Reports.
(j) “Results” means the work product resulting from the Services that are delivered to End User by Clareo, but expressly excluding all Background Materials.
(k) “Security Incident” means the unauthorized loss, alteration, deletion, or other modification of End User Data, or the interruption or denial of any Services, or access thereto.
(l) “Services” means the proprietary Forest on-demand software, access to which is subscribed for hereunder by End User in accordance with your election via the online self-service portal, or as set forth in one or more Order Forms.

2. Services and License Grant

(a) As part of the implementation process, End User will identify an administrative username and password that will be used to set up End User’s account. End User may use the administrative username and password to create subaccounts for its Authorized Users, each with unique login IDs and passwords. End User will provide Clareo with reasonable cooperation, assistance, information and access as may be necessary to initiate End User’s access to and use of the Services.
(b) End User may authorize its Affiliates to use the Services with the prior written consent of Clareo.
(c) Subject to all terms and conditions of this Agreement, Clareo grants End User a nonexclusive, non-sublicensable, nontransferable (except as set forth herein) right and license during the Use Term to (i) access and use the Services (including the Background Materials) solely for End User’s internal business purposes and (ii) install and use the On-Site Software solely in connection with End User’s authorized use of the Services. The Services are made available to End User solely as hosted by or on behalf of Clareo, and nothing in this Agreement shall be construed to grant End User any right to receive any copy of the Services or any software (other than the On-Site Software).

3. Updates and Support

Clareo may update the Services from time to time as determined in its sole discretion. Clareo will provide basic support for Services to End User at no additional charge, provided that End User will, at its own expense, provide first tier support to Authorized Users relating to use of the Services. End User will use reasonable efforts to resolve support issues before escalating them to Clareo.

4. End User Responsibilities

(a) End User shall be solely responsible for: (i) providing all subscriptions and credentials necessary for Clareo to receive the End User Data; (ii) the provision of its own reliable, high-speed internet connectivity to and from the Services, for each location that needs access to the Services; (iii) its own equipment, including but not limited to administrator and end user workstations and compatible web browsers; (iv) configuration, use and operation of the Services to suit End User’s environment; (v) all activities conducted under the logins of its Authorized Users, including Affiliates, and for their compliance with this Agreement; and (vi) providing up-to-date contact information for End User’s primary contacts (collectively, “End User Responsibilities”).
(b) End User acknowledges and agrees that: (i) the End User Responsibilities may change from time to time in conjunction with changes to the Services; and (ii) a failure of End User to comply with this provision may mean that the End User is unable to access or use the Services, or that Clareo is unable to comply with its support obligations, and Clareo shall have no liability in such situations.
(c) End User will: (i) use the Services solely for End User’s own internal business operations; (ii) only allow Authorized Users to access the Services; (iii) maintain commercially reasonable security standards for its and its Authorized Users’ use of the Services; (iv) not reverse engineer, disassemble, decompile, unlock, recreate, modify, copy, license, sublicense, create derivative software from, sell, rent, lease, loan, distribute or reproduce any of the Services or any part thereof; (v) not send or store viruses, malicious code, infringing or unlawful material to or on the Services; (vi) not attempt to gain unauthorized access to, or disrupt the integrity or performance of, any part of the Services or any data contained therein or any systems, equipment or networks connected to the Services; (vii) not permit access to the Services by a competitor of Clareo; (viii) not use the Services to provide any service to a third party, the operation of a service bureau, outsourcing or timesharing service; (ix) not attempt to circumvent or disclose the user authentication or security of the Services or any host, network, or account related thereto; (x) not make any use of the Services or End User Data that violates any applicable law or regulation; and (xi) not utilize any automated or manual system to access or to test the Services. In the event of any breach or attempted breach of this Section 4, Clareo reserves the right to immediately suspend End User’s access to the Services, without liability, in addition to its other rights and remedies.

5. Storage and Security

At all times, End User bears the full risk of loss of any End User Data resulting from End User’s conduct. Clareo and End User agree to use commercially reasonable efforts to establish connectivity between their respective systems using security methods and protocols that are at least commensurate with such methods and protocols which are standard in Clareo’s industry. End User is solely responsible for undertaking measures to prevent any loss or damage to End User Data and for maintaining independent archival and backup copies of all End User Data. End User expressly agrees that it will not use, nor rely upon the Services, for backup storage of End User Data, and that except as expressly provided in this Agreement, Clareo will have no liability for any loss or damage to any End User Data.

6. Intellectual Property

(a) Clareo owns all right, title and interest in and to the Services and Documentation, including all applicable patents, copyrights, trademarks and other proprietary and intellectual property rights therein, along with all enhancements, modifications, translations and derivative works, regardless of the originating party. Except for the limited rights expressly granted in this section, End User has no rights in or to the Services or Documentation, and any rights not expressly granted are reserved by Clareo.
(b) End User shall own all right, title and interest in and to the Results, provided, however, that End User acknowledges that the Results will be presented to it in a Report and End User agrees the Report Format is and shall at all times remain proprietary to Clareo. End User may make copies of the Reports for its internal purposes in using the Results. End User grants Clareo a non-exclusive, perpetual, royalty-free right and license to use the Results for purposes of (i) providing the Services to End User, (ii) for Clareo’s internal business purposes, including to analyze the Results against other End Users of Clareo, and (iii) granting other End Users of Clareo the right to review benchmarked Results; provided, however, that in such an event Clareo shall anonymize the Results.
(c) End User owns all right, title and interest in and to all End User Data. End User hereby grants Clareo a nonexclusive and royalty-free right and license to access, copy, process and use all such End User Data for Clareo’s internal business purposes, including for providing the Services to the End User. End User acknowledges that (i) the Services depend on the availability of the End User Data and (ii) Clareo will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the End User Data. Unless otherwise expressly agreed in a writing that is signed by an authorized representative of Clareo, Clareo shall have no obligation to store Data or Results beyond any period specified in an applicable Order Form or tiered plan.

7. Charges; Payment

(a) Fees: In consideration for the provision of the Services, End User will pay to Clareo all of the amounts set forth on the Order Form, or as stipulated between Clareo and End User, including as selected by End User via the online self-service portal. Pricing is subject to change upon renewal or extension of an Order Form or Use Term.
(b) Payment: All fees for Services will be due and payable according to the interval set forth on the Order Form, or as stipulated between Clareo and End User, including as selected by End User via the online self-service portal. Interest will accrue on overdue amounts at the rate of 1.5% per month, or the greatest amount permitted by law, whichever is less. All prices quoted in an Order Form are in the currency specified on the Order Form. All prices quoted via the online self-service portal are in United States dollars and payments to Clareo thereunder are to be made in such currency. All fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
(c) By providing a form of payment to Clareo, including but not limited to debit card, credit card or ACH information, End User agrees to: (i) fulfill its obligations to pay for the Services by the date on which payment is due; (ii) provide payment information that is and will remain complete and accurate; and (iii) authorize Clareo to charge the payment method to be paid for the Services. Clareo may retain the payment information, including all submitted debit and credit card information, submitted by End User. End User shall be responsible for any credit card chargeback fees as well as any reasonable collection costs Clareo incurs in connection with payment under this Agreement.
(d) Taxes: The amounts specified in any Order Form do not include any taxes, levies, duties, or similar charges assessed against or payable in connection with this Agreement, exclusive only of taxes based on Clareo’s net income (“Taxes”). End User shall be responsible for and pay all Taxes and will reimburse Clareo should End User fail to do so. If End User claims to be exempt from any Taxes, then End User shall deliver to Clareo appropriate evidence of such tax exemption status.

8. Use Term

This Agreement will begin on the Effective Date and will, unless earlier terminated as provided herein, continue in effect so long as an Order Form is in effect, or for so long as End User has indicated that it should continue by way of End User’s selection(s) via the online self-service portal. Following the initial Use Term for Services, the Use Term will automatically renew for additional Use Terms which are commensurate in length to the initial Use Term agreed to by the parties, unless: (i) otherwise specified on the Order Form; or (ii) either party gives the other party written notice (which notice may be provided by email or via the online self-service portal) of non-renewal at least thirty (30) days prior to the end of the applicable Use Term.

9. Termination

(a) Basis for Termination

Either party may terminate this Agreement or its access and use of the Services for an applicable Use Term if:

(a) the other party is in material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice to do so by the non-breaching party;
(b) any proceeding in bankruptcy, receivership, liquidation or insolvency is commenced against the other party or its property, and the same is not dismissed within thirty (30) days;
(c) the other party makes any assignment for the benefit of its creditors, becomes insolvent, commits any act of bankruptcy, ceases to do business as a going concern, or seeks any arrangement or compromise with its creditors under any statute or otherwise; or
(d) End User becomes controlled by, in control of, or under common control with, a competitor of Clareo.

(b) Effect of Termination

Upon termination or expiration of this Agreement or a Use Term for any reason, all rights of the End User to access or use the terminated or expired Services will end. In the event the Agreement or an individual Use Term is terminated by Clareo in accordance with Section 9(a), then all payments that would otherwise have been payable for the Services during such Use Term will become due immediately. In the event the Agreement is terminated by End User for breach by Clareo in accordance with Section 9(a), then all pre-payments made by End User to Clareo for the terminated Services that would otherwise have been performed after their termination date will be refunded to End User. Sections 1, 8, 9, 10(b), and 11 through 15 will survive any termination or expiration of this Agreement.

(c) Delivery of End User Data

Unless otherwise agreed in writing and signed by an authorized representative of Clareo, Clareo has no obligation to retain any End User Data or Results after the Use Term and will destroy all End User Data and Results in its possession within ninety (90) days after the end of the Use Term; provided that, upon End User’s written request received within thirty (30) days after termination, Clareo will deliver to End User a copy of the End User Data then currently stored by Clareo.

(d) Suspension

In addition to Clareo’s other rights or remedies which may be available under this Agreement or at law or in equity, if End User commits a breach of this Agreement (including failure to pay any amounts when due under this Agreement), then Clareo will also be entitled to suspend performance of any of its obligations under this Agreement, including access to the Services, upon five (5) days’ notice to End User. Any suspension by Clareo will not excuse End User from its obligation to make payments under this Agreement. If, however, Clareo elects to continue to provide any of the Services despite any such breach, its action will not constitute a waiver of any breach by End User or in any way preclude Clareo’s right to exercise any other rights or remedies available to it, including termination.

10. Warranties

(a) Each party represents and warrants that it has validly entered into this Agreement and has the legal power to do so.

(b) Clareo warrants that:

(i) Clareo will not materially decrease the overall security of the Services during a Use Term and
(ii) the Services will perform materially in accordance with the applicable Documentation. For any breach of an above warranty, Customer’s exclusive remedies are to terminate this Agreement for cause as provided above.

(c) End User warrants that:

it owns all right, title and interest, or possesses sufficient license rights, in and to the End User Data as may be necessary to permit the use contemplated under this Agreement. End User bears all responsibility and liability for the accuracy and completeness of the Data and Clareo’s access, possession and use as permitted herein.

(d) DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ALL DATA IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

11. Confidentiality

(a) Definition; Restrictions; Return

The parties acknowledge that during the term of this Agreement one party (the “Receiving Party”) may receive confidential, non-public or proprietary information relating to the other party (the “Disclosing Party”), which shall include, but is not limited to, all trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, hardware, schematics, planned product features, functionality, performance and software source documents of the Disclosing Party (collectively, “Confidential Information”). Clareo Confidential Information will be deemed to include the Services, software source documents relating to the Services and the Documentation. End User Confidential Information will be deemed to include End User Data. A Receiving Party will use Confidential Information solely in accordance with the terms of this Agreement and shall use the same or greater degree of care in safeguarding Confidential Information as it uses for its own Confidential Information of like importance, but no less than reasonable care. A Receiving Party is permitted to disclose Confidential Information to its Affiliates, subcontractors and agents which, in each case, have need to know to perform its obligations or exercise its rights under this Agreement, and provided that the Receiving Party is liable for such Affiliate’s, subcontractor’s and agent’s compliance with the terms of this section. Upon request, all copies and excerpts of Confidential Information will be promptly returned to Disclosing Party, or at the Receiving Party’s option, instead be securely erased, excepting any archived copies, which will remain subject to these confidentiality provisions.

(b) Exclusions

A Receiving Party’s obligation of confidentiality and restriction on use will not apply to Confidential Information if, and then only to the extent that it is:

(i) known to Receiving Party before receipt from Disclosing Party;
(ii) generally available to the public (or becomes so) without the fault or negligence of Receiving Party;
(iii) rightfully received by Receiving Party from a third party without a duty of confidentiality; or
(iv) independently developed by Receiving Party or its Affiliates without any use of Disclosing Party’s Confidential Information.

(c) Required Disclosures

Receiving Party is permitted to disclose Confidential Information as required by law provided, however, that the Receiving Party will:

(i) where permitted by law, give Disclosing Party written notice promptly upon receipt of a disclosure requirement and before the disclosure is made,
(ii) take reasonable actions and provide reasonable assistance to Disclosing Party, to secure confidential treatment of the Confidential Information at the cost of Disclosing Party, and
(iii) disclose only such Confidential Information as is required by law.

12. Indemnification

(a) Clareo’s Obligations

Except as otherwise provided in this section, Clareo will defend End User against any claim, action or proceeding brought against End User by a third party which is not an Affiliate of End User (a “Third Party”) based upon a substantive allegation that the Services, used in accordance with this Agreement, infringe a patent, copyright or trade secret right of a Third Party (a “Claim”), and indemnify End User against, and hold End User harmless from, costs and damages finally awarded by a court of competent jurisdiction against End User that are directly attributable to such Claim, provided that:

(i) End User delivers to Clareo written notice of the Claim and any actions taken in connection therewith promptly after End User first receives notice thereof (and in any event before any of Clareo’s rights or ability to defend or settle the Claim are prejudiced),
(ii) End User grants to Clareo the sole authority to assume the defense thereof, and the sole right to settle the Claim, through counsel chosen solely by Clareo,
(iii) End User reasonably cooperates with Clareo in connection with the Claim, its defense and/or settlement,
(iv) End User does not, at any time during the term of this Agreement, challenge the validity of any patent, copyright, trade secret or intellectual property belonging to or controlled by Clareo, or in which Clareo has any rights, and
(v) End User does not make any admission prejudicial to the interest of Clareo with respect to the Claim.

(b) Injunctions

If any Third Party obtains an injunction against End User’s use of the Services as a result of any Claim, or if Clareo determines that End User’s use of the Services may be subject to a Claim, then Clareo will either:

(i) procure for End User the right to continue to use the Services, or
(ii) replace or modify the Services, without material and adverse decrease in functionality, so that End User’s use is not subject to a Claim.

If Clareo determines that it cannot accomplish either of the foregoing in a commercially reasonable manner, then, upon the request of Clareo:

(i) End User will immediately cease all use of the Service, and
(ii) all prepayments made by End User to Clareo for such Service that would otherwise have been performed after the termination date will be refunded to End User.

(c) Exclusions

Clareo will have no obligations or liability attributable to any Claim arising from or related to:

(i) the End User Data,
(ii) the use of any Services produced in accordance with End User’s specifications, designs or instructions,
(iii) the combination of any Services with any product or service not provided by Clareo under this Agreement, if the Services, alone, would not have resulted in such infringement,
(iv) the use of any Services in a manner not permitted by this Agreement, or
(v) the modification of any Services by any person other than Clareo.

(d) End User Obligations

End User agrees to indemnify and hold Clareo harmless against any Third Party Claims and all resulting losses, liabilities, costs and expenses attributable to or arising from:

(i) End User’s unauthorized use of the Services,
(ii) End User’s use of the Results, including any modifications thereto, or any combination of the Results with any other data or information where the claim would not have arisen but for such modification, combination or use,
(iii) any breach of its representations and warranties set forth herein, and
(iv) any actual or alleged violation by End User of the rights of any third party (including intellectual property rights or any rights of privacy or publicity).

(e) SOLE REMEDY

NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE PROVISIONS OF THIS SECTION CONSTITUTE END USER’S SOLE AND EXCLUSIVE REMEDY AND CLAREO’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF ANY PATENT, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY PERSON.

13. Limitation of Liability

IN NO EVENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT OR OTHERWISE), WILL EITHER PARTY, ITS LICENSORS, OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR CONTRACTORS BE LIABLE TO THE OTHER PARTY FOR:

(I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING WITHOUT LIMITATION ECONOMIC LOSS, LOST PROFITS, LOSS OF USE, RE-PROCUREMENT COST FOR LOST OR DAMAGED DATA, OR RELATED TO A SECURITY INCIDENT, EVEN IF SUCH PARTY OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE, OR IF SUCH DAMAGES ARISE FROM ANY MISREPRESENTATION, BREACH OF ANY IMPLIED OR EXPRESS WARRANTY OR CONDITION, OR BREACH OF ANY OTHER TERM (INCLUDING A FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), OR BREACH OF STATUTORY DUTY; OR
(II) A MAXIMUM AGGREGATE LIABILITY IN ANY CLAIM, ACTION, DEMAND OR PROCEEDING WHICH EXCEEDS THE TOTAL AMOUNT OF THE FEES ACTUALLY PAID TO CLAREO BY END USER FOR THE SERVICE(S) GIVING RISE TO THE CLAIM DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

14. Feedback; Usage Data

(a) Feedback

End User may provide at its discretion, or Clareo may request, input regarding the Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of a portion of the Services or another Clareo site, service or product (collectively “Feedback”). End User acknowledges and agrees that any Feedback will be considered Confidential Information of Clareo and End User hereby assigns to Clareo all right, title and interest in and to such Feedback. Clareo will be entitled to use Feedback for any purpose without restriction or remuneration of any kind.

(b) Usage Data

End User hereby grants to Clareo a worldwide, perpetual, non-exclusive, royalty-free, fully paid license to copy, display, distribute, and modify information arising from End User’s use of the Services, without restriction or remuneration. Such use may include, but is not limited to:

(i) providing Services to End User;
(ii) improving or creating Clareo products and services;
(iii) compiling statistical and performance information related to the Services; and/or
(iv) developing and distributing benchmarks and similar reports and databases.

In no event will Clareo’s publication of any such information include any End User Data or be identifiable with respect to any person or entity.

15. General Provisions

(a) Relation of the Parties

The parties agree that each is acting as an independent contractor of the other and under no circumstances will any of the employees of one party be deemed the employees of the other for any purpose. Except as otherwise expressly agreed by the parties, this Agreement will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in this Agreement will be deemed to constitute a joint venture or partnership between the parties.

(b) Force Majeure

Except for payment obligations, neither party is responsible for any unavailability caused by circumstances beyond its 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 our employees), equipment failures, periodic updating, or Internet service provider failures or delays.

(c) Assignment

Neither party may assign or transfer any rights or obligations under this Agreement (including by operation of law or otherwise) without the prior written consent of the other party. Notwithstanding the preceding sentence, with the exception of an assignment to a competitor of the non-assigning party (which will require written consent from the non-assigning party), either party may assign this Agreement without obtaining the consent of the other party, to an Affiliate or to any entity into which the assigning party is merged, or to an acquirer of all or substantially all of the business or assets of the assigning party, or as part of a business restructuring, sale of stock, or other recapitalization or reorganization. Any purported assignment of rights or transfer of obligations in violation of this section is void. This Agreement will bind each party’s authorized successors and assigns.

(d) Notices

Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party, which, in the case of End User, shall be the address provided to Clareo upon signing up for the Services, and, in the case of Clareo, shall be 20 North Wacker Drive, Suite 2230, Chicago, IL 60606, or at such other address for either party as is designated in a subsequent notice.

(e) Governing Law and Choice of Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to these Terms. Exclusive jurisdiction and venue for actions related to this Agreement will be the state and federal courts located in New York, New York, and each party consents to the jurisdiction of such courts with respect to any such actions.

(f) Publication

End User consents to publication of its name by Clareo in a listing of Clareo’s End Users. Both parties must approve in writing all other public announcements or other promotional efforts made regarding the terms and conditions of this Agreement, such approval not to be unreasonably withheld.

(g) No Third-Party Beneficiaries

Nothing expressed or implied in this Agreement is intended to confer upon any person other than the parties and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities whatsoever.

(h) Severability

If any court of competent jurisdiction finds any portion of any provision of this Agreement to be unenforceable or contrary to applicable law, the parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.

(i) No Waiver

The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement. All waivers must be in writing and signed by the party waiving its rights.

(j) Export Regulations

End User understands that Clareo is subject to regulation by the U.S. government and its agencies, which prohibit export or diversion of certain technical products and information to certain countries and individuals. End User warrants that it will comply in all respects with all export and re-export restrictions applicable to the technology and documentation and any information provided hereunder.

(k) Execution in Counterparts

This Agreement may be executed in counterparts and such counterparts, taken together, will be one and the same Agreement. A true and correct facsimile or electronic copy of an executed copy of this Agreement will constitute an original for any evidentiary purpose.

(l) Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.