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Yoobic Terms of Service

YOU WARRANT AND REPRESENT THAT YOU ARE ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF THE COMPANY OR OTHER LEGAL ENTITY SPECIFIED ON THE ORDER FORM, AND THAT YOU HAVE FULL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. SUBSEQUENT REFERENCES TO “YOU”, “YOUR” OR “CUSTOMER” MEAN SUCH ENTITY.

If the address you provide within your Yoobic account settings or otherwise provide to us in writing is in the U.S. or Canada, this Agreement is an agreement between you and Yoobic, Inc. Otherwise, this Agreement is an agreement between you and Yoobic  Ltd. References to “Yoobic”, “us”, “we”, or “our” mean either Yoobic, Inc. or Yoobic Ltd., as appropriate.

These Terms of Service, along with all documents referenced herein and the Order Form, comprise the “Agreement” and shall apply to and govern your use of the Yoobic SaaS Services.

Certain capitalized terms are defined contextually in this Agreement.

You and Yoobic, for consideration duly acknowledged, agree as follows:

  1. Use of Yoobic
    1. Your Usage Rights. During the Term, you have a non-exclusive, non-transferable, non-sublicensable right to access and use the Yoobic SaaS Service specified in the Order Form (the “SaaS Services”) in accordance with this Agreement. Use of the SaaS Services is limited to your employees and contractors (“Users”) (including, where applicable if specified on the Order Form, those Users of your Affiliates) for whom you enable accounts, and you are responsible for all Users and their compliance with this Agreement and their access to, and use of, the SaaS Services. For clarity, the SaaS Services are provided as a service to you, not to Users individually. You acknowledge that the features and functionality of the SaaS Services may vary, and may change over time.  For purposes of this Agreement, “Affiliate” means an entity that directly or indirectly owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the entity’s voting equity securities or equivalent voting interests.
    2. Accounts. Your registration and admin account information must be accurate, complete and kept up-to-date. User accounts are for individual Users and cannot be shared or transferred. You must keep all login credentials confidential and agree to notify Yoobic immediately if you discover any unauthorized use of your accounts or login credentials.
    3. Restrictions. You will not (and will not permit anyone else to): (a) use the SaaS Services on behalf of any third party or rent, lease, provide access to or sublicense the SaaS Services to any third party, except Users as permitted herein; (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to the SaaS Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Yoobic); (c) copy, modify or create derivative works of the SaaS Services; (d) remove, modify or obscure any proprietary or other notices contained within  the SaaS Services; or (e) publicly disseminate technical information regarding the performance of the SaaS Services.
    4. Content Moderation. We may remove, block or restrict content that is in breach of this Agreement. In addition, if Users breach this Agreement, we may in certain cases restrict or disable a User’s account. To learn more about how Yoobic moderates content within the SaaS Services, please review Yoobic’s Acceptable Use Policy found at https://yoobic.com/acceptable-use-policy/
    5. Setup. During the set up of your SaaS Services instance, you will appoint one or more User(s) as the system administrator(s) of your Yoobic community who is responsible for managing your SaaS Services instance. You must ensure you have at least one active system administrator for your SaaS Services instance at all times.
    6. Yoobic API. During the Term, Yoobic may make available one or more Yoobic API(s) to you, in order for you to develop and use services and applications that complement your use of the SaaS Services. Any use of the Yoobic API(s) by you, your Users, or any third party on your behalf shall be governed by the applicable provisions of the Yoobic Platform Terms, currently available at https://yoobic.com/api.html, as amended by Yoobic from time to time (“Yoobic Platform Terms”).
    7. Support. We will provide Yoobic support to you for the SaaS Services as detailed in the Support Services Addendum found at https://yoobic.com/support-services-addendum/.Your Data and Obligations
  2. Your Data and Obligations
    1. Your Data. Under this Agreement:
      1. You retain all rights, title, and interest in Your Data.
      2. You grant Yoobic a non-exclusive, worldwide, royalty-free right to use Your Data solely to:
      3. Provide SaaS Services
    2. For the purposes of this Agreement, “Your Data” means (a) any contact information or network or account registration data that you or your Users submit to Yoobic; (b) any content or data that you or your Users publish, post, share, import or provide on the SaaS Services; (c) information we collect when you or your Users contact or engage us for support regarding the SaaS Services, including information about hardware, software, and other details gathered related to the support incident; and (d) any usage or functional information (e.g., IP addresses, browser and operating system types, and device identifiers) regarding how Users interact with the SaaS Services.
    3. Your Obligations. You agree (a) that you are solely responsible for the accuracy and content of Your Data; (b) to obtain all necessary rights and consents required by applicable law from your Users and any applicable third party to allow the collection and use of Your Data as contemplated in this Agreement; and (c) that your use of the SaaS Services, including Your Data and its use hereunder, will not violate any applicable law or third party rights, including intellectual property, privacy or publicity rights. If any of Your Data is submitted or used in violation of this Section 2, you agree to promptly remove it from the SaaS Services. You are solely responsible for any decision to share Your Data among Users or with any third parties, and Yoobic is not responsible for use, access, alteration, distribution or deletion of Your Data by those to whom you or your Users make it available.
    4. Prohibited Data. You agree not to submit to Yoobic any information or data that violates the terms of this Agreement or is subject to safeguarding and/or limitations on distribution pursuant to applicable laws and/or regulation (“Prohibited Information”). With regard to health information, you acknowledge that Yoobic is not a Business Associate or subcontractor (as those terms are defined in the Health Insurance Portability and Accountability Act (“HIPAA”)) and that Yoobic is not required to be HIPAA compliant. Yoobic will have no liability under this Agreement for Prohibited Information, notwithstanding anything to the contrary herein.
    5. Indemnification. You will defend, indemnify and hold harmless Yoobic (and its Affiliates and their respective directors, officers, employees, agents, and representatives) from and against all claims (from third parties and/or Users), costs, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of or in connection with your breach or alleged breach of this Section 2 or otherwise related to Your Data or use of the SaaS Services in violation of this Agreement. Yoobic may participate in the defense and settlement of any such claim with its own counsel and at its own expense. You shall not settle any claim without Yoobic’s prior written consent if the settlement requires Yoobic to take any action, refrain from taking any action, or admit any liability.
    6. Backups. Yoobic shall create a back-up copy of the Your Data at least daily and ensure that each such copy is sufficient to enable the Supplier to restore the SaaS Services to the state they were in at the time the back-up was taken and shall retain and securely store each copy for a period of 30 days.
    7. Aggregate Data. Under this Agreement, we may also generate aggregated statistical and analytical data derived from your use of Yoobic (“Aggregate Data”), but such Aggregate Data will not include Your Data or any personal data.
  3. Data Security
    1. Security of Your Data. We will use appropriate technical, organizational and security measures designed to protect Your Data in our possession against unauthorized access, alteration, disclosure or destruction, as further described in the Data Security Addendum found at https://yoobic.com/data-security-addendum/.
    2. Legal Disclosures and Third Party Requests. You are generally responsible for responding to third party requests regarding Your Data, such as from regulators, Users, or a law enforcement agency (“Third Party Requests”), but you understand that, in response to a Third Party Request, Yoobic may disclose Your Data to comply with its legal requirements. In such circumstances, we will, to the extent allowed by law and by the terms of the Third Party Request, use reasonable efforts to (a) notify you of our receipt of a Third Party Request and ask the third party to contact you and (b) comply with your reasonable requests regarding your efforts to oppose a Third Party Request at your expense. You will first seek to obtain the information required to respond to the Third Party Request on your own, and will contact us only if you cannot reasonably obtain such information.
  4. Payment
    1. Fees. You agree to pay Yoobic the fees agreed for your use of the SaaS Services as set forth in the Order Form, subject to any free trial period as described in Section 4.g (Free Trial). All fees will be settled in the currency set forth in the Order Form and paid full in accordance with your payment method pursuant to Section 4.b. Any late payments shall be subject to interest at the rate of 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
    2. Invoicing and Payment Terms. When you enter into this Agreement you agree to be invoiced annually in advance. Payment terms are 30 days of the invoice date.
    3. The amounts payable by Customer under this Agreement are exclusive of any present or future (a) sales use, value added or other similar taxes, however designated; (b) tariffs, assessments, duties or similar taxes or charges whether imposed by domestic or foreign governmental authority or entities; and (c) any interest, additions to tax or penalties applicable to (a) and (b), which may be levied or imposed on the provision of the SaaS Services and other services and on the payment of fees or expenses under this Agreement (collectively, “Taxes”). Customer shall pay such Taxes directly if required by applicable law (“Applicable Law”). To the extent Supplier is required to collect any such Taxes, such Taxes shall be added to the amounts otherwise due under an invoice and shall be paid by Customer to Supplier.
    4. If any Applicable Law requires the deduction or withholding of Taxes from any payment by Customer, then (i) Customer shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld (each such amount, a “Withheld Tax Amount”) to the relevant governmental authority in accordance with Applicable Law, and (ii) the amounts payable under an Order shall be increased such that the total amount received by Supplier from Customer, net of any Withheld Tax Amount (and net of any deduction or withholding applicable to additional sums payable under this Section), is equal to the amount that would have been received by Supplier if no deduction or withholding had been required.
    5. With effect from the first day following the one-year anniversary of the Effective Date (being 365 days after the Effective Date) and each anniversary thereafter (each an “Adjustment Date”) the Fees may be adjusted to reflect any relevant increase in the most recently published version of the consumer price index (CPI) for Urban Wage Earners and Clerical Workers as at the relevant Adjustment Date in the relevant year and measured over the preceding 12 month period.
    6. Suspension. Without affecting our other rights under this Agreement, if you do not pay any fees by the due date, then we may suspend all or part of the SaaS Services (including access to paid for services) until payment has been made in full.
    7. Free Trial. If set forth in the Order Form, Yoobic may provide you with a free trial of the SaaS Services or specific features/modules
      for a fixed period, the duration of which shall be specified in the Order Form. At the end of such free trial, Section 4.a (Fees) will apply.
  5. Confidentiality
    1. Obligations. Each party agrees that all business, technical and financial information it obtains (as “Receiving Party”) from the disclosing party in connection with this Agreement (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as either confidential or proprietary at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as expressly authorized herein, the Receiving Party will: (1) hold in confidence and not disclose any Confidential Information to third parties: and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Yoobic, those of its Affiliates and the subcontractors referenced in Section 11.j), provided that they are bound to confidentiality obligations no less protective of the Disclosing Party’s Confidential Information as provided in this Section 5 and that the Receiving Party remains responsible for compliance by any such person with the terms of this Section 5.
    2. Exceptions. The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by applicable laws or court order, provided that (unless prohibited by laws) the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.
    3. Injunctive Relief. The Receiving Party acknowledges that use of or disclosure of Confidential Information in violation of this Section 5 could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such threatened or actual use or disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
  6. Intellectual Property Rights
    1. Yoobic Ownership. This is an agreement for access to and use of the SaaS Services, and no ownership rights are conveyed to Customer. Yoobic and its licensors retain all right, title and interest (including all intellectual property rights) in and to the SaaS Services, Aggregate Data, any and all related and underlying technology, and any derivative works, updates, upgrades, modifications or improvements to any of the foregoing created by or on behalf of Yoobic, including based on your Feedback (defined below). No rights are granted to you except as expressly set forth in this Agreement.
    2. Feedback. If you submit comments, questions, suggestions, use cases or other feedback relating to your use of the SaaS Services or its APIs or our other products or services (“Feedback”), we may freely use or exploit such Feedback in connection with any of our products or services or those of our Affiliates, without obligation or compensation to you.
  7. Disclaimer
    • YOOBIC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SAAS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE MAY PERMIT THIRD PARTIES TO DEVELOP AND MAKE AVAILABLE SERVICES AND APPLICATIONS THAT COMPLEMENT YOUR USE OF THE SAAS SERVICES OR WE MAY PERMIT YOOBIC TO OTHERWISE INTEGRATE WITH OTHER SERVICES AND APPLICATIONS. YOOBIC IS NOT RESPONSIBLE FOR ANY SERVICES OR APPLICATIONS THAT YOU CHOOSE TO USE IN CONNECTION WITH THE SAAS SERVICES. YOUR USE OF SUCH SERVICES OR APPLICATIONS IS SUBJECT TO SEPARATE TERMS AND POLICIES AND YOU ACKNOWLEDGE AND AGREE THAT ANY USE IS AT YOUR OWN RISK.
  8. Limitations of Liability
    1. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW):
      1. NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF NEGLIGENT OR INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND
      2. EACH PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY UNDER OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF THE BASIS OF THE CLAIM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO YOOBIC UNDER THE ORDER FORM GIVING RISE TO THE CLAIM  
        DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT OR, IF NO FEES ARE PAID, TEN THOUSAND DOLLARS ($10,000).
    2. For the purposes of this Section 8, “Excluded Claims” means: (a) Customer’s liability arising under Section 2 (Your Data and Obligations);  (b) a party’s breach of its obligations in Section 5 (Confidentiality) but excluding claims relating to Your Data; (c) any liability that cannot be limited or excluded under applicable law; and (d) any fees owed by You to Yoobic under an Order Form.
    3. The limitations in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. You acknowledge and agree that our provision of Yoobic is based upon the assumption that our liability is limited as provided in this Agreement, and we would not have entered into this Agreement or provided Yoobic without the limitations and disclaimers contained herein.
  9. Term and Termination
    1. Term. The Agreement shall remain in force for the period set out in the Order Form (“Initial Term”). The Agreement shall automatically renew for successive periods as set out in the  Order Form, (each a “Renewal Term“), at the end of the Initial Term and at the end of each Renewal Term, unless either party provides written notice of non-renewal to the other party at least 90 days before the end of the Initial Term or the applicable Renewal Term. The Initial Term and Renewal Term are collectively referred to as the “Term”.
    2. Reduction of Scope. The Customer may only reduce the scope of the SaaS Services under this Agreement by agreement in writing with Yoobic at least (90) days’ before the renewal date, provided always that any proposed reduction of the SaaS Services shall not take effect before the expiry of the Term.
    3. Termination and Suspension. Each party may terminate this Agreement if the other party breaches the Agreement and fails to cure the breach within thirty (30) days of receipt of written notice from the non-breaching party.  Further, Yoobic reserves the right to terminate this Agreement with reasonable notice to you or immediately suspend your access to the SaaS Services if you breach this Agreement or if we deem such action necessary to prevent harm to the security, stability, availability or integrity of the SaaS Services.  Under no circumstances are you permitted to terminate this Agreement or any Order Form for convenience or for any reason other than as set forth in Section 9.e below.
    4. Deletion of Your Data. Yoobic will delete or (at the Customer’s cost) return to the Customer your Data after provision of the SaaS Services has ended, and delete       existing copies of your Data unless European Union or Member State law(s) requires storage of your Data.      
    5. Effect of Termination. Upon any termination of this Agreement: (a) you and your Users must immediately cease usingthe SaaS Services; (b) at the Disclosing Party’s request, and subject to Section 9.d, the Receiving Party will promptly return or delete any of the Disclosing Party’s Confidential Information in its possession; (c) if you terminated under Section 9c above, you will be responsible only for fees applicable to SaaS Services provided through the effective date of termination and will receive a refund of any prepaid fees for unused SaaS Services; (d) if Yoobic terminates this Agreement under Section 9.c. above, you will receive no refunds and will remain liable for all fees applicable to the entire originally contracted term of the Order Form; and (e) the following Sections will survive: 1.c (Restrictions), 2 (Your Data and Obligations) (other than Yoobic’s license to Your Data in Section 2.a), 3.b (Legal Disclosures and Third Party Requests), and 4 (Payment) through11. Except as may be specified in this Agreement, either party’s exercise of any remedy, including termination, is without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
  10. Beta Features
    1. Beta Testing. Yoobic may, from time to time, make available beta or pre-release features (each, a “Beta Feature”) for the purposes of testing and obtaining Feedback.
    2. Possibility of Errors. You acknowledge that by accepting to use the Beta Features, that such Beta Features are:
      1. in a testing phase, remain under development and may contain errors, including technical errors that may interfere with functionality; and
      2. may not perform as intended or as effectively as other features.
    3. Beta Feature Changes. Yoobic may (at its sole discretion) impose limits on, suspend, disable, terminate, remove, replace, change, upgrade, update or roll back any Beta Feature (or part of a Beta Feature), without notice to you.
    4. As-Is. IN ADDITION TO ALL THE DISCLAIMERS MADE IN SECTION 7 (DISCLAIMER) ABOVE, WHICH, FOR CLARITY, ARE ALSO APPLICABLE TO BETA FEATURES, ALL BETA FEATURES MADE AVAILABLE TO YOU ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOOBIC HAS NO OBLIGATION TO PROVIDE ANY TECHNICAL SUPPORT RELATED TO BETA FEATURES. YOOBIC HAS NO EXPRESS OR IMPLIED OBLIGATION TO YOU TO MAKE ANY BETA FEATURE AVAILABLE TO YOU. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY BETA FEATURE IS DONE ENTIRELY AT YOUR OWN RISK AND TO MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOOBIC HAS NO LIABILITY TO YOU IN CONNECTION WITH ANY BETA FEATURE.
  11. General
    1. Changes. Yoobic may change terms of the policies referenced in or incorporated by this Agreement at any time, including but not limited to the Data Processing Addendum (to comply with applicable data protection law), the Data Security Addendum, and the Acceptable Use Policy, by providing you with notice by email, through the SaaS Services or by other reasonable means (each, a “Change”), but in no event shall such policies be materially degraded or diminished. By continuing to use the SaaS Services thirty (30) days after notice of a Change, you shall be deemed to have consented to such Change.
    2. Governing Law and Jurisdiction. Without prejudice to Section 5j, this Agreement and your and your Users’ use of the SaaS Services as well as any claim that might arise between you and us, are governed by, subject to, and must be construed in accordance with, (i) the laws of England and Wales, excluding its conflicts of laws provisions, and the exclusive jurisdiction of the courts located in London, England, if you are located in the United Kingdom or anywhere outside of the United States or (ii) the laws of the State of New York, excluding its conflicts of laws provisions, and the exclusive jurisdiction of the federal and state courts located in New York, New York, if you are located in the United States, and each party hereby consents to the personal jurisdiction of such courts.
    3. Entire Agreement. This Agreement is the entire agreement between the parties regarding your access to and use of the SaaS Services and supersedes any prior representations or agreements relating to the SaaS Services. Headings are for convenience only, and terms such as “including” are to be construed without limitation. This Agreement is written in English (US), which will control over conflicts in any translated version.
    4. Waiver and Severability. Failure to enforce a provision will not be deemed a waiver; waivers must be in writing signed by the party claimed to have waived. Any terms or conditions in any Customer purchase order or business form will not modify this Agreement and are hereby expressly rejected, and any such document will be for administrative purposes only. If any provision of this Agreement is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions of this Agreement will remain in full force and effect.
    5. Publicity. Any press release or marketing campaign about the parties’ relationship requires the prior written approval of both parties. Notwithstanding the foregoing: (a) within your own company, you may publicize or promote use of the SaaS Services during the Term (e.g., to encourage User adoption), subject to Yoobic’s brand usage guidelines provided from time to time, and (b) Yoobic may reference your name and status as a Yoobic customer.
    6. Assignment. Neither party may assign this Agreement or its rights or obligations under this Agreement without the prior written consent of the other party, except that Yoobic may assign this Agreement without consent to any of its Affiliates or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Non-permitted assignments are void and will create no obligations onthe other party.
    7. Independent Contractor. The parties are independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has authority to bind the other.
    8. No Third Party Beneficiaries. This Agreement benefits Yoobic and Customer and there are no intended third party beneficiaries, including any Users.
    9. Notices.  Any notice under this Agreement by you must be in writing, which must be sent to Yoobic at the following address (as applicable): in the case of Yoobic Limited, to Second Floor, Smith Square No.1, 77 Fulham Palace Road, London, England W6 8JA, UK, Attn: Legal, Yoobic and, in the case of Yoobic Inc., to 130 Madison Ave, New York, NY 10016, USA, Attn: Legal, Yoobic. Yoobic may send notices to the email address on your account. Yoobic may also provide operational notices regarding Yoobic or other business-related notices through messages to system administrators and Users within the SaaS Services or conspicuous posting within the SaaS Services.
    10. Subcontractors. Yoobic may use subcontractors and permit them to exercise Yoobic’s rights under this Agreement, but Yoobic remains responsible for compliance of any such subcontractor with this Agreement.
    11. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license or authorisation by a government agency or entity.
    12. Third Party Websites.  The SaaS Services may contain links to third-party websites. This does not imply our endorsement of any website and we are not responsible for the actions, content, information, or data of third-party websites or actions or any link contained in them, or any changes or updates to them. Third-party websites may provide their own terms and conditions of use and privacy policies that apply to you and your Users and your use of such third-party websites is not governed by this Agreement.
    13. Export Controls and Trade Sanctions. In use of the SaaS Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions, as well as any applicable sanctions or trade restrictions. Without limiting the foregoing Customer represents and warrants that: (a) it is not listed on any U.S. government list of prohibited or restricted parties; (b) it is not subject to any UN, U.S., U.K., EU, or any other applicable economic sanctions or trade restrictions; and (c) it does not have operations or Users in a country subject to comprehensive U.S., EU or U.K. trade sanctions.