Effective: January 31st, 2020
These Customer Terms of Service (the “Customer Terms”) describe Customer’s rights and responsibilities when using BugSquad, LLC’s online workplace productivity tools and platform (the “Services”). These Customer Terms govern your access and use of our Services.
1. Binding Contract.
1.1 These Customer Terms form a binding “Contract”between Customer (also referred to sometimes herein as “you” and “your”) and BugSquad,LLC, a limited liability company operating under the laws of Texas (also referred to sometimes herein as“Service Provider,” “we” or “our”).
1.2 BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY PURCHASING A SUBSCRIPTION OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS CONTRACT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS CONTRACT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION;AND (C) ACCEPT THIS CONTRACT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
1.3 IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT UNDERSTAND ANY OF THE TERMS, PLEASE SELECT THE"I DECLINE" BUTTON OR DO NOT PURCHASE A SUBSCRIPTION. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
2. Authorized Users and Conduct
2.1 Customer and Customer's employees, consultants, contractors, and agents, and Customer’s own customers utilizing the Services (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Contract and (ii) for whom access to the Services has been purchased here under constitute an “Authorized User” under this Contract. An Authorized User may submit data, content or information to the Services (“Customer Data”).Customer Data does not include Aggregate Statistics, as defined below. Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.
2.2 Customer shall (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.
2.3 Customer and its Authorized Users must comply with these Customer Terms. Service Provider may review conduct for compliance purposes, but has no obligation to do so. Service Provider is not responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 18. Customer must ensure that all Authorized Users are over 18 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services. If Service Provider believes that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data or Customer’s disabling of a Non-BugSquad Product, in most cases, Service Provider will ask Customer to take direct action rather than intervene. However, Service Provider may directly step in and take appropriate action, if Customer does not take appropriate action, or if there is a credible risk of harm to Service Provider, the Services, Authorized Users, or any third parties.
2.4 You may not use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Contract. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Contract if taken by you will be deemed a breach of this Contract by you. You shall use reasonable efforts to make all Authorized Users aware of this Contract's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
2.5 Aggregate Statistics. Notwithstanding anything to the contrary in this Contract, Service Provider may collect and compile data and information related to Customer's use of the Services to be used by Service Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services("Aggregated Statistics"). As between Service Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Service Provider. You acknowledge that Service Provider may compile Aggregated Statistics based on Customer Data input into the Services. You agree that Service Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
3. Ordering Subscriptions
3.1 A subscription allows an Authorized User to access the Services and is required for each Authorized User to use the Services. A subscription may be procured through the Services interface. Each Authorized User must agree to the Customer Terms to activate a subscription. Subscriptions commence when Service Provider makes them available to Customer and continues for the term specified in the Services “check-out” interface. Each subscription is for a single Authorized User for a specified term and is personal to that Authorized User.
4. Purchasing Decisions
4.1 Service Provider may share information about future product plans, but those statements are an expression of intent. Do not rely on them when making a purchase. If Customer decides to buy the Services, that decision should be based on the functionality or features made available today and not on the delivery of any future functionality or features.
4.2 Occasionally, beta testers will be used to help test new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments for other Services do not apply. Should Customer encounter any faults with the Beta Products, feedback is requested to iron out issues before making a new feature widely available. Feedback, in general, is welcome, and customer grants Service Provider (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.
5. Non-BugSquad Products
5.1 The Services include a platform that third parties may use to develop applications and software that complement Customer’s use of the Services (each, a “Non-BugSquad Product”). A BugSquad App Directory is also maintained where some Non-BugSquad Products are available for installation. THESE ARE NOT OUR SERVICES, SO SERVICE PROVIDER DOES NOT WARRANT OR SUPPORT NON-BUGSQUAD PRODUCTS, AND, ULTIMATELY, CUSTOMER (AND NOT SERVICE PROVIDER) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-BUGSQUAD PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.
5.2 If a Non-BugSquad Product is enabled for Customer’s company, Customer expressly acknowledges that Customer Data may be shared with the third-party provider. Service Provider is not responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-BugSquad Product.
5.3 For purposes of this Contract, such Non-BugSquad Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Non-BugSquad Product, then you should not install, access, or use such Non-BugSquad Product.
7. Payment Obligations
7.1 For Customers that purchase the Services, fees are specified at the Services interface “check-out” and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on Service Provider’s net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse Service Provider for such withholding tax.
7.2 Any credits that may accrue to Customer’s account will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.
7.3 If any fees owed to Service Provider by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, Service Provider may, without limiting other rights and remedies, terminate the Services.
8. Responsibilities of Service Provider
8.1 Service Provider agrees to make the Services available to Customer and its Authorized Users as described in the Contract. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”
8.2 Should Customer be unable to access the Services due to the fault of Service Provider, credits for the downtime will serve as liquidated damages and will be Customer’s sole remedy for the downtime and related inconvenience. For all Service plans, Service Provider will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. Planned downtime is expected to be infrequent, but Service Provider will endeavor to provide Customer with advance notice (e.g., through the Services), if the downtime may exceed five (5) continuous minutes.
8.3 Customer bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. Service Provider is not responsible for what Customer’s Authorized Users or Non-BugSquad Products do with Customer Data.
8.4 Service Provider may leverage its employees, those of its corporate affiliates and third-party contractors (the “BugSquad Extended Family”) in exercising its rights and performing its obligations under the Contract. Service Provider shall be responsible for the BugSquad Extended Family’s compliance with our obligations under the Contract.
9.1 As between Service Provider and Customer and its Authorized Users, Customer will continue to own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants Service Provider and the BugSquad Extended Family a worldwide, non-exclusive, license to access, use, process, copy, distribute, perform, export and display Customer Data, and any Non-BugSquad Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license. Customer expressly agrees that Customer Data may be used by Service Provider for its own internal analysis and to improve the Services.
9.2 Service Provider owns and will continue to own the Services, including all related intellectual property rights. Service Provider may make software components available, via app stores or other channels, as part of the Services. Service Provider grants to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the Customer Terms. All rights not expressly granted by this license are hereby retained.
10. Term and Termination
10.1 1.1 The term of this Contract begins on the first date of your subscription and continues until terminated.
10.2 Unless otherwise stated, (a) all subscriptions automatically renew for additional periods equal to one (1) month or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
10.3 Termination for Cause. Service Provider or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. Service Provider may terminate the Contract immediately on notice to Customer if Service Provider reasonably believes that the Services are being used by Customer or its Authorized Users in violation of applicable law.
10.4 Termination Without Cause. Service Provider may terminate this Contract for any reason upon thirty (30) days' advance notice. You may terminate this Agreement for any reason upon thirty (30) days' advance notice.
10.5 Effect of Termination. Upon any termination for cause by Customer, Service Provider will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Service Provider, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to Service Provider for the period prior to the effective date of termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Service Provider IP.
10.6 Data Portability and Deletion. During the term of a company’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because different products with varying features are offered, and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a company’s subscriptions, Service Provider will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.
11. Representations; Disclaimer of Warranties.
11.1 Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the Customer Terms.
11.2 EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
12. Limitation of Liability.
12.1 OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE BUGSQUAD EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE CUSTOMER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
12.2 IN NO EVENT WILL SERVICE PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS CONTRACT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL,INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;(c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS,INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE
12.3 The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. Service Provider will therefore not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented using 2FA. Additionally, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. Service Provider will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
12.4 The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.
13.1 Service Provider Indemnification Obligations. Service Provider will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Service Provider approves of in connection with, a Claim Against Customer; provided, however, that Service Provider will have no liability if a Claim Against Customer arises from (a) Customer Data or Non-BugSquad Products; and (b) any modification, combination or development of the Services that is not performed by Service Provider, including in the use of any application programming interface (API). Customer must provide Service Provider with prompt written notice of any Claim Against Customer and allow Service Provider the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states Service Provider’s sole liability with respect to, and Customer’s exclusive remedy against Service Provider and the BugSquad Extended Family for, any Claim Against Customer.
13.2 Customer’s Indemnification Obligations. Customer will defend Service Provider and the members of the BugSquad Extended Family (collectively, the “BugSquad Indemnified Parties”) from and against any and all third-party claims, actions, suits, proceedings, and demands arising from or related to (a) Customer’s or any of its Authorized Users’ violation of the Contract or the Customer Terms; (b) that the Customer Data, or any use of the Customer Data in accordance with this Contract, infringes or misappropriates a third party's intellectual property rights; or (c) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement (a “Claim Against Us”), and will indemnify the BugSquad Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a BugSquad Indemnified Party in connection with or as a result of, and for amounts paid by a BugSquad Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. Service Provider must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, at Customer’s cost, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter.
14. Limitations on Indemnifications
14.1 Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
15.1 Confidential Information. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
15.2 Protection and Use of Confidential Information. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
15.3 Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
16. Survival. This Section 16 and any right, obligation, or required performance of the parties in this Contract which, by its express terms or nature and context is intended to survive termination or expiration of this Contract, will survive any such termination or expiration.
17. General Provisions
17.1 Publicity. Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to info@BugSquad.com stating that it does not wish to be used as a reference.
17.2 Force Majeure. Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
17.3 Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Contract.
17.4 Email and BugSquad Messages. Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., a BugSquad notification). Notices to BugSquad should be sent to info@BugSquad.com, except for legal notices, which must be sent to legal@BugSquad.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
17.5 Modifications. As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
17.6 Waiver. No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
17.7 Severability. The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
17.8 Assignment. Except with respect to the BugSquad Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying BugSquad of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
17.9 Governing Law and Venue. The laws of the State of Texas, without giving effect to its choice of law doctrine, govern the validity, interpretation and performance of this Contract as well as all adversarial proceedings arising out of this Contract. The application of the United Nations Conventions on Contracts for the International Sale of Goods is excluded. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
17.10 Entire Agreement. The Contract, including these Customer Terms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.