Subscription Services Agreement

This Subscription Services Agreement (“Agreement”) is entered into between Peak Labs LLC dba Occasion (“Occasion” or “we,” “us” or “our”) and you. This Agreement describes how you can access and use the products and services available through our website (“Site”), including without limitation our customizable booking software (the “Services”). This Agreement is effective as of the date you electronically accept this Agreement or first use the Services (“Effective Date”).

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

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1. ACCESS TO AND USE OF THE SERVICES

a) Eligibility. The Services are available only to individuals or entities who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdictions.

b) Businesses. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you” or “your” shall refer to such corporate entity. Corporate entities are responsible for the actions of any individuals that use the Services on their behalf, including any employees, agents, representatives (“Personnel”), and for ensuring that Personnel comply with this Agreement, the End User Terms and Conditions available at https://occasion.app/terms and all applicable laws in accessing and using the Services. You will be in breach of this Agreement if any of your Personnel violate this Agreement.

c) Personal Information. We may collect and use personal information when you use or Services. For information about how we collect, use, and share personal information, please see our Privacy Policy, available at https://occasion.app/privacy. We may update our Privacy Policy from time to time so you should review it on a regular basis.

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2. SUBSCRIPTION SERVICES‍

a) Services. Subject to your payment of the Fees and compliance with this Agreement, we grant you a non-exclusive, limited, revocable right to access and use the Services as set forth in an applicable Order Form for your internal business use and for the benefit of your customers or other such individuals who interact with the Services through or on your website or services (“Customers”). In this Agreement, “Order Form” means any quote, online order form, trial period agreement, purchase order, invoice, or other ordering document provided by Occasion to you through which you request and/or acquire access to, use of, or receipt of any Services.

b) Applicable Law. You must comply with all applicable laws when using the Services.

c) Accounts. You must have an account to use our Services and may be required to create a username and password. You are responsible for all activities that occur under your account, including the activities of any individual using your account, so be sure to fully exit from your account at the end of each session. You are also responsible for taking reasonable steps to maintain the security and control of your account. If you notice any unauthorized access to your account, please let us know immediately. We are not liable to you or any third party for any unauthorized use of your account, including, without limitation, any damage that results from any compromise or theft of your account.

d) Seller Content. In using the Services, you may upload, import into, embed for use by, or create text, information, communication, or material, such as audio files, video files, electronic documents, or images (collectively, “Seller Content”).

e) Customer Data. The Services are highly customizable and you may be able to use the Services to collect certain information from and about your Customers (“Customer Data”), including personal information.

f) Free Accounts. We may provide free trial subscriptions in our sole discretion. If we provide you with access to the Services for free or for trial purposes, your access to and use of the Services is governed by this Agreement. At any time prior to or during the free or trial period, we may terminate the free or trial access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the free or trial access.

g) Free Account Inactivity. You are responsible for keeping your account active, which means you must sign in periodically to avoid any disruption or loss of access to the Services, or termination of your account. If you don’t sign into your account periodically, we reserve the right to assume your account is inactive, and close it for you. You understand that you will lose access to any Seller Content and Customer Data stored in your account upon closure. Prior to closing your account for inactivity, we will attempt to notify you.

h) Pre-release or Beta Version. We may designate the Services, or a feature of the Services, as a prerelease or beta version (“Beta Version”). A Beta Version does not represent the final Services and may contain bugs that may cause system or other failures and data loss. We may choose not to release a commercial version of the Beta Version. You must promptly cease using the Beta Version if we request you to do so. In exchange for your use of a Beta Version, you agree that we may collect data, including crash data, regarding your use of the Beta Version and analyze your Seller Content and Customer Data, including manual review, to improve our Services and to personalize your experience.

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3. PAYMENT

a) Fees. If you use the paid Services pursuant to an Order Form, you agree to pay us for the Services in U.S. Dollars in the amounts set forth in the Order Form (“Fees”), on a monthly basis or as otherwise specified in the Order Form (“Subscription Period”).

b) Set-up Charges. If you use the paid Services pursuant to an Order Form, you agree to pay us in U.S. Dollars any set-up fees, as set forth in the Order Form (“Set-Up Charge”).

c) No Refunds. Fees are nonrefundable and there are no refunds or credits for partially used Subscription Periods. However, we may refund Set-Up Charges, if you cancel your subscription within 90 days of the Effective Date or as otherwise provided in the Order Form.

d) Updated Information. You agree to provide current, complete and accurate purchase and account information when using our Services. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

e) Changes. The Fees set forth in an Order Form shall remain in effect during the initial term of such Order Form. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the calendar year or upon sixty (60) days notice to you.

f) Taxes. You are responsible for paying all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government or regulatory authority on any amounts payable by you hereunder, other than taxes imposed on Occasion’s income.

g) Paying for the Services. When you purchase our Services, Your payments are processed by our PCI-compliant third-party payment processor. If the credit or debit card information that you submit is incorrect or invalid, your payment will not be processed. We have no responsibility or liability if your credit or debit card is declined by your financial institution.

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4. ACCEPTABLE USE

a) Acceptable Use. You must use the Services reasonably and in accordance with this Section (the “Acceptable Use Provisions”). You must not

transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature;
copy, modify, host, stream, sublicense, or resell the Services;
reformat or reframe any portion of our Services;
use any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of our Services;
modify, adapt, translate, disassemble, decompile, or reverse engineer any portion of our Services or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of our Services;
collect or store, or attempt to collect or store, personal information about other users of our Services, except as expressly permitted under this Agreement or any other agreements that govern your use of the Services;
create a false identity on or in connection with our Services or misrepresent your connection or affiliation with a person or entity;
enable or allow others to use the Services using your account information;
offer, use, or permit the use of or access to the Services in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time sharing basis, as a part of a hosted service, or on behalf of any third party;
circumvent any access or use restrictions put into place to prevent certain uses of the Site and Services;
share Seller Content or otherwise engage in behavior that violates anyone’s Intellectual Property Rights, as defined in Section 7(d);
use our Services or content to violate any laws or in a manner that would violate any laws; or
use our Site and Services in violation of the End User Terms and Conditions available at https://occasion.app/terms.

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5. SELLER CONTENT

a) Representations and Warranties. You represent and warrant that: (i) you have all necessary rights in and to any and all Seller Content you provide or make accessible to us in connection with this Agreement and your Seller Content will not infringe on any third party’s Intellectual Property Rights and (ii) Seller Content is not and does not contain, promote, or link to material that is pornographic, defamatory, offensive, harassing, malicious, illegal, or otherwise objectionable.

b) Sharing Seller Content. Depending on how you use our Services, you may be able to share your Seller Content with other users or to make it public. Please carefully consider what you choose to share or make public as you are responsible for the Seller Content that you share.

c) Removing Seller Content. If you delete Seller Content (excluding Feedback) from the Services, we will stop making that Seller Content publicly available within a reasonable amount of time. Some copies of your Seller Content may be retained as part of our routine backups, and we are not responsible for any use of Seller Content that you have shared or made public.

d) Feedback. You may, at your own discretion, choose to provide us with ideas, suggestions, proposals, or bug or crash reports for the Services (“Feedback”). In such event, you agree that we are the owner of such Feedback, and we are free to use it for our business purposes, including by incorporation into the Services without any payment or attribution or other obligation to you.

e) Storage. You must back up your Seller Content and Customer Data elsewhere regularly, even if the Services provide storage and this functionality is enabled by the applicable Services. We may create reasonable technical limits, such as limits on file size, storage space, processing capacity, and other attributes. We may suspend the Services until you are within the storage space limit associated with your account.

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6. OBLIGATIONS REGARDING CUSTOMER PERSONAL INFORMATION

a) Personal Information. You acknowledge that the Services are highly customizable and, in using the Services, you may be able to collect Customer Data, including personally identifiable information, which alone or in combination can be used to identify or locate a natural person (“Personal Information”). You agree that your collection of Personal Information is governed by, and you will comply with, all applicable Data Privacy Laws as defined below.

b) Sensitive Personal Information. You agree not to collect, process, or store any Sensitive Personal Information (as defined below) using the Services, except as directly authorized by us, or as intended by the Services (such as credit card information). “Sensitive Personal Information” means an individual’s financial information, data concerning an individual’s sexual behavior or sexual orientation, medical, or health information protected under any health data protection laws, biometric data, personal information of children protected under any child data protection laws and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable Data Privacy Laws.

c) Notifications and Consents. You understand that you are solely responsible for (a) notifying Customers that you may collect their Personal Information through the Services and that Occasion may have access to such Personal Information; (b) obtaining any required consents necessary to collect Personal Information using the Services and (c) complying with all applicable laws rules and regulations governing the privacy and security of Personal Information, including but not limited to the federal and state data privacy and security laws, the consumer privacy laws, the data breach notification laws, and the laws governing electronic marketing that are applicable to such Personal Information (collectively the “Data Privacy Laws”).

d) Data Processing Agreements. In some countries, the law requires that we put a Data Processing Addendum in place with you if we handle Personal Data (as defined in the applicable agreement) for you as part of our Services. If you are using our Services in the UK or European Union, you agree to enter into any necessary Data Processing Addendum with us that is required by Data Privacy Laws based on your use of the Services.

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7. OWNERSHIP AND INTELLECTUAL PROPERTY

a) Ownership. We own or license all rights, title and interest, including all Intellectual Property Rights, in and to the Services, including without limitation, all software and code that comprise and operate our Services.

b) Ownership of Seller Content and Customer Data. As between you and us, you retain all rights and ownership of your Seller Content (or where applicable, you must ensure that you have a valid license to the Seller Content) and Customer Data. Except as provided in Section 7(c), we do not claim any rights to your Seller Content or Customer Data.

c) Right to Use Seller Content and Customer Data. Solely for the purposes of operating or improving the Services, you grant us a non-exclusive, worldwide, royalty-free sublicensable, license, to use, reproduce, publicly display, distribute, modify, create derivative works based on, publicly perform, and translate the Seller Content. Additionally, we have the right to use aggregated and de-identified or anonymized data (“De-identified Data”) derived from the Seller Content or Customer Data for use in improving our Site, the Services or any other lawful purpose Occasion owns all right, title, and interest to the De-identified Data.

d) Intellectual Property Rights Defined. For purposes of this Agreement, “Intellectual Property Rights” means, on a worldwide basis, all patents, trademarks, service marks, trade name rights, logos, drawings, inventions, copyrights, mask works, samples, processes, moral rights, rights of publicity, rights of ownership, designs, design rights, trade secrets, specifications, instruction manuals, technology, materials, know-how, information, data, goodwill, improvements and writings, and any applications, registrations or common law rights in any of the foregoing, as applicable.

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8. TERM AND TERMINATION OF PAID SERVICES

a) Term. This Agreement will remain in effect until canceled pursuant to Section 8(b) or terminated pursuant to Section 8(c).

b) Cancelation. You may cancel your subscription at any time. Following any cancellation, you will continue to have access to the Services through the end of your then-current Subscription Period. This Agreement will then terminate at the end of your then-current Subscription Period.

c) Termination. In addition to any other express termination right set forth in this Agreement,

We may terminate this Agreement immediately if you violate applicable laws or this Agreement.
We may terminate this Agreement at any time for convenience upon thirty (30) days’ advance written notice to you;
Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for a period of thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; and
Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

d) Effects of Termination. Without limiting any other effects of termination set forth in this Agreement,

Upon termination of this Agreement, the rights to use the Services shall immediately terminate. You must immediately discontinue use of and shall have no right to access the Services. Termination will not affect your obligations to pay all Fees that have become due before such termination, nor shall termination of this Agreement does not entitle you to a refund.
We will use commercially reasonable efforts to allow you to transition your Seller Content and Customer Data out of the Services. The transition must be completed within thirty (30) days from the date of the termination or expiration of your license term. At the end of this 30-day transition period, we reserve the right to delete or permanently de-identify your Seller Content and Customer Data. You should download any Seller Content or Customer Data that you have stored in the Services before your license ends.

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9. CONFIDENTIALITY

a) Confidential Information Defined. For purposes of this Agreement, “Confidential Information” means any information disclosed to you by or on behalf of Occasion or any information you or you or your Personnel learned prior to or during the term of this Agreement regarding Occasion, which (i) is in written, recorded, electronic, graphical or other tangible form or has been or will be disclosed orally or by demonstration and (ii) should reasonably know to be confidential by the nature of the information or the nature or context of the disclosure. Occasion’s Confidential Information includes, without limitation: any Occasion Intellectual Property Rights and any data or information regarding our products, product specifications, product designs, technical data, business processes, products and technical knowledge.

b) Non-disclosure. You shall keep all Confidential Information in strict confidence and agree to use your best efforts to protect the Confidential Information from disclosure. You agree you will not, without our prior written consent, disclose our Confidential Information to any third party (other than to your employees, agents or representatives on a need-to-know basis for the limited purpose of using the Services as specified in this Agreement) and will accept full liability for any breach by your employees, agents, representatives, or other third parties to whom you disclose or allow access to any such Confidential Information.

c) Required Disclosure. You may disclose Confidential Information pursuant to a legal, judicial or administrative requirement, if you give us reasonable prior written notice and sufficient time to enable us to seek a protective order to prevent or limit disclosure, and so long as you cooperate with us in such effort. In the event you are actually required to disclose Confidential Information pursuant to a legal, judicial or administrative requirement, you will only disclose the minimum Confidential Information necessary to comply with such requirement.

d) Return/Destruction of Confidential Information. Except as otherwise set forth in this Agreement, upon the expiration or termination of this Agreement for any reason, or upon our written request, you shall return to us all Confidential Information, together with any copies thereof, or, if we request, destroy the same.

e) Survival of Confidentiality Obligations. This Section 9 will remain in effect during, and for three years after termination of, this Agreement. You will, at our request, return all originals, copies, reproductions, and summaries of Confidential Information and other tangible materials and devices provided to receiving party as Confidential Information, or our option, certified destruction of the same.

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10. INTEGRATIONS WITH THIRD PARTY SOFTWARE OR SERVICES

a) Third Party Services. The Services may include integrations with web or other third party services that are accessed through the Service and subject to terms and conditions with those third parties. These third party services are not part of the Service and this Agreement does not apply to them. We are not responsible for the content of these third party services.

b) Data Access. If you install or enable any applications or web services of third parties for integration with the Services, we may allow those third party providers to access Customer Data as required for interoperation with the Services. We are not responsible for any negative effects on the Service, nor any disclosure, modification or deletion of Customer Data, caused by the third party applications or web services or third party providers.

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11. DISCLAIMER OF WARRANTIES.

a) THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OCCASION EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT.

b) WE DO NOT WARRANT THAT THE SERVICES, OR ANY OF THE RESULTS FROM THE USE THEREOF, WILL MEET YOUR, OR ANY THIRD PARTY’S REQUIREMENTS, INTEGRATE WITH ANY THIRD PARTY PRODUCTS OR SERVICES, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES OR BE SECURE, ACCURATE, OR COMPLETE.

c) WE EXPRESSLY DISCLAIM THAT THE SERVICES WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, BUGS, WORMS, OR OTHER HARMFUL CODE OR SOFTWARE.

d) WE DO NOT REPRESENT THAT ANY DATA, COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER INFORMATION THAT WE COLLECT, STORE, OR TRANSMIT IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES WILL NEVER BE ERRONEOUSLY DELETED OR MISDELIVERED.

e) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

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12. DEFENSE AND PAYMENT.

a) By Occasion.

Defense. Occasion shall defend you against any third-party claims, actions, suits, or legal proceedings that are sustained by, incurred by, or asserted against you and arise from an allegation that the Services or the use of the Services as authorized under this Agreement violate the Intellectual Property Right(s) or other proprietary right(s) of a third party (an “IP Claim”) and will pay any damages, losses, verdicts, judgments, or settlements finally awarded against you including any reasonable attorneys’ fees and costs (collectively, “Losses”) with regard to those IP Claims.
Exceptions. Our defense and payment obligations shall not apply to any IP Claims based on: (i) Seller Content; (ii) your use of the Services in any manner not expressly permitted under this Agreement or authorized by us in writing; (iii) your use or combination of the Services in combination with third party software, data, hardware, equipment, or technology, except as we approve or as is a customary or ordinary use; or (iv) your access to or use of the Services after receiving notice the Services infringe a third party’s Intellectual Property Rights.
Additional Rights. If an IP Claim is made or appears possible, we shall have the sole option to: (i) modify or replace the Services to make them non-infringing; or (ii) obtain the right for you to continue to access and use the Services. If we determine that neither alternative is reasonably available, we may terminate this Agreement with respect to the affected Services, effective immediately on written notice to you, and credit or refund any allocable prepaid Fees on a pro rata basis.
Your Obligations. In the event of an IP Claim, you must provide us with: (i) prompt written notification of any such IP Claim; (ii) sole control and authority over the defense or settlement thereof, provided that if any settlement requires any actions or admissions by you, such settlement will require your prior written consent, which will not be unreasonably withheld, conditioned or delayed; and (iii) all available information and reasonable assistance necessary to settle and/or defend any such IP Claim.
Sole Remedy. This Section 12(a) sets forth your sole remedy and our sole liability and obligation for any actual, threatened, or alleged IP Claim. ‍

b) By You.

You agree to indemnify, defend and hold harmless Occasion and our officers, directors, and employees from any and all third party claims, liability, damages, costs or demands, including, but not limited to, attorneys’ fees, arising from (i) your use of the Services, including, but not limited to, all content therein and any products or services obtained by you through the Service, (ii) your violation of the Acceptable Use Provisions of this Agreement; (iii) your violation of Section 6 this Agreement; (iv) your infringement of any intellectual property or other right of any person or entity; or (v) your violation of any applicable law or regulation (all of the foregoing, “Claims and Losses”). You agree that we may have our own counsel present at, and participate in, all proceedings or negotiations relating to such Claims and Losses at our expense.

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13. Limitation of Liability.

a) General. IN NO EVENT SHALL OCCASION OR ITS PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, OR AGENTS (“REPRESENTATIVES”) BE LIABLE TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY OR ANY OTHER LEGAL THEORY OR FOR ANY ERROR OR INTERRUPTION OF USE; INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; LOSS OF GOODWILL OR REPUTATION; OR COST OF REPLACEMENT GOODS OR SERVICES.

b) Limitation. THE AMOUNT OF OCCASION’S LIABILITY TO YOU UNDER ANY AND ALL CLAIMS FOR LOSS OR LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL IN NO CASE EXCEED THE FEES ACTUALLY PAID BY YOU TO OCCASION IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE CLAIM OR, IF NO FEES HAVE BEEN PAID DURING THAT PERIOD, THE AMOUNT OF $500 USD

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14. COPYRIGHT LAW VIOLATIONS.

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act (“DMCA”). If you believe that your intellectual property rights have been infringed, please visit our DMCA policy at https://occasion.app/dmca.

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15. MISCELLANEOUS.

a) Amendment and Modification. No modifications or amendments to this Agreement shall be valid except by written amendment signed by our authorized representatives and your authorized representatives.

b) Subcontractors. We may subcontract the performance of our duties or obligations under this Agreement to any person. We will be responsible for the acts and omissions of each subcontractor to the same extent as if such acts or omissions were those of Occasion and shall be responsible for all fees and expenses payable to any subcontractor.

c) Governing Law and Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of law provisions. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the licenses granted hereunder will be instituted exclusively in the United States District Court for the Northern District of Illinois or the applicable trial courts with jurisdiction in Chicago, Illinois, whichever is applicable and each party irrevocably submits to the jurisdiction of such courts in any suit, action, or proceeding.

d) Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

e) Survival. The provisions of this Agreement which by their nature are intended to survive the termination or cancellation of this Agreement shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions regarding indemnity and limitations of liability, shall survive the termination or cancellation of this Agreement.

f) Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, any warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

g) Publicity. We may include your name and logo on our customer lists, Site, and promotional and marketing materials.

h) Headings. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement.

i) Entire Agreement. This Agreement (together with the applicable Order Form, End User Terms and Conditions, and, if applicable Data Processing Addendum, which are deemed incorporated by this reference) comprises the entire agreement between you and us and supersede all prior agreements between you and us regarding the subject matter contained herein.