Effective Date: August 1, 2021
These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our tools, services, website or platform (the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a workspace set up by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services.
First Things First
These “Customer Terms” Form a Part of a Binding “Contract”
These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Customer and us. “We”, “our”, “us” and “Replypad” refers to the Replypad entity listed below in the section entitled “The Replypad Entity the Customer Contracting With”.Your Agreement On Behalf of “Customer”
If you purchase subscription(s), sign up for a free-trial, create a workspace (i.e., a digital space where a group of users may access the Services), invite users to that workspace, or use or allow use of that workspace after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.Customer Choices and Instructions
Who is “Customer”? (Hint: There is only one)
“Customer” is the organization that you represent in agreeing to the Contract. If your workspace is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the workspace. For example, if you signed up using a personal email address and invited friends to your workspace but haven’t formed a company yet, you are the Customer.Signing Up Using a Corporate Email Domain
If you signed up using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your workspace (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the workspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.Signing Up Using a Corporate Email Domain
If you signed up using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your workspace (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the workspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.What This Means for Customer—and for Us
Individuals listed as ‘Users’ or ‘Contacts’ in the Customer workspace, are authorized to access the Services (an “Authorized User”).“Customer Data” means all content and information, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including by and from Authorized Users and any third party platforms) and (b) data provided by or about people that are collected from the Customer’s websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer and Authorized Users use the Services to communicate with people, including without limitation Customer’s customers, potential customers, website visitors and other individuals.
Customer may exclusively provide us with instructions on what to do with Customer Data. For example, Customer may provision or deprovision access to the Services, manage permissions, retention and export settings, enable or disable third party integrations, share conversations or mailboxes, rename workspaces, transfer or assign workspaces. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Customer will (a) inform Authorized Users of all Customer practices and policies 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.
Ordering Subscription(s)
A subscription provides Customer with a single workspace.In a workspace, each Authorized User is either a ‘User’ (a “Workspace User”) or a ‘Contact’ (a “Workspace Contact”).
Workspace Users, e.g. your employees or other members of your team, whether they access the Services or not, count towards the subscription user count and affect the subscription price.
Workspace Contacts, e.g. your customers or end-users, do not add to the subscription user count and therefore do not affect the subscription price.
Authorized Users that are added automatically to Customer’s workspace, e.g. potential customers emailing you with their questions, are added as Workspace Contacts and therefore do not affect the subscription price.
A subscription may be procured through the Services interface, through authorized third parties that we refer or redirect to, or in some cases, via an order form entered into between Customer and us (each, an “Order Form”).
Subscriptions start when we make them available to Customer and continue for the term specified in the “check-out” interface or in the Order Form, as applicable. Each subscription is for a single workspace, for a specified term, for a specific plan, and for the number of users (i.e. Workspace Users) ordered for the specified term. In some cases we may enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form.
Choosing to be a Beta Tester
From time to time, we look for beta testers to help us test our 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 we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to attempt to detect and resolve issues before making a new feature widely available.Purchasing Decisions
We may share or publicly publish information about our future plans for the product, this includes, but not limited to, information about Beta Products. All statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the features or functionality we have made available today and not on the delivery of any future features or functionality.Feedback is Welcome
The more suggestions our customers make, the better the Services become. If Customer sends us any suggestions or feedback regarding the Services, we may use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, perpetual, irrevocable, transferable, sublicensable, 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. If we choose not to implement the suggestion, it is nothing personal. We appreciate it nonetheless.Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.Non-Replypad Products
Our Services may include a platform that third parties may use to develop applications and software that complement Customer’s use of the Services (each, a “Non-Replypad Product”). We may also maintain a directory where some Non-Replypad Products are available for installation. THESE ARE NOT OUR SERVICES, SO WE DO NOT SUPPORT OR WARRANT NON-REPLYPAD PRODUCTS, AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO USE OR ENABLE THEM. ANY USE OF A NON-REPLYPAD PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER. If a Non-Replypad Product is used or enabled for Customer’s workspace, please remember that Customer Data will be shared with the third party provider and be mindful the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-Replypad Product.Customer and Authorized Users
Use of the Services
Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We aren’t responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to process or store or 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.Our Removal Rights
If we believe 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-Replypad Product, we will, in most cases, ask Customer to take immediate and direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, the Replypad Extended Family, Customer, Authorized Users, or any third parties.Payment Obligations
Payment Terms
For Customers that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades or reduce their subscription user count Customer will remain responsible for any unpaid fees of the initial subscription term. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, sales, value-added, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.Credits
Any credits that may accrue to Customer’s account (for example, from a promotion), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.Suspending Access for Non-Payment
If any fees owed to us by Customer are twenty-one (21) days or more overdue, we may, without limiting our other rights and remedies, suspend Customer’s Authorized Users access to the Services following by a termination for a cause, so long as a prior notice of ten (10) or more days was sent to the Customer that its account is overdue. Customer acknowledges and agrees that suspending access to the Services will result in an immediate inability to access Customer Data.Our Responsibilities
Providing the Services
We will make the Services available to Customer and its Authorized Users as described in the Contract. Be assured that the Services will perform in accordance with our then-current documentation. 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”.Keeping the Services Available
We will use commercially reasonable efforts to make the Services available 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed four (4) continuous hours.Protecting Customer Data
The protection of Customer Data is a priority for us so we will maintain administrative and technical safeguards at a level not materially less protective than as described in our Security Practices page. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users or Non-Replypad Products do with Customer Data. That is Customer’s responsibility.The Replypad Extended Family
We may leverage our employees, those of our corporate affiliates and third party contractors (the “Replypad Extended Family”) in exercising our rights and performing our obligations under the Contract.Ownership and Proprietary Rights
What’s Yours is Yours…
As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the Replypad Extended Family a non-exclusive, worldwide, license to access, use, process, copy, perform, distribute, export and display Customer Data, and any Non-Replypad 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) to combine this data with the anonymized data of other customers to provide benchmarking, public reports or to otherwise use it to provide the Services, as long as the data is anonymized and does not identify you; and (d) as required by law. 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.And What’s Ours is Ours
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores, directories or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-exclusive, non-transferable, 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 User Terms. All of our rights not expressly granted by this license are hereby retained.Term and Termination
Contract Term
As further described in this Contract a subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.Auto-Renewal
Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the subscription and the per-unit pricing (e.g. per user) during any automatic renewal term will be our standard pricing as of the time of renewal. 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 subscription from automatically renewing.Price Modifications
Prices of the Services, also referred to as the subscription, plan, per-user or per-unit prices, are subject to change. If we, for any reason, have to remove the subscription plan you selected or require an upgrade to a current subscription plan, we will provide Customer with at least six (6) months notice through the Services or via email.Termination for Cause
We 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. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law or if we believe there is a credible risk of harm to us, the Services, the Replypad Extended Family, Customer, Authorized Users, or any third parties.Effect of Termination
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of the relevant subscription after the effective date of termination. Upon any termination for cause by us, 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 us for the period prior to the effective date of termination.Data Portability and Deletion
We are custodians of Customer Data. During the term of a workspace’s subscription, Customer may be permitted and may be able to export or share certain Customer Data from the Services; provided, however, that because we may have different products with varying features, Customer agrees and acknowledges that the ability to export or share Customer Data may be limited or unavailable depending, among others, on the type of Services plan in effect and the general availability of such options as part of the Services or plan. Following termination or expiration of a workspace’s subscription, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.Representations Disclaimer of Warranties
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 User Terms.
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 WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of Liability
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE REPLYPAD EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE REPLYPAD EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Services support logins using a username and a strong password. Using strong passwords is known to reduce the risk of unauthorized use of or access to the Services. We therefore will 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 by the use of strong passwords. Additionally, Customer is responsible for all login credentials and all access permissions to your workspace, for administrator user accounts as well as the accounts of your Authorized Users. We 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.
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.
Our Indemnification of Customer
We will defend Customer from third party claims, suits, proceedings, actions and demands alleging that the use of the Services as permitted under the Contract infringes a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for reasonable attorney’s fees incurred and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Non-Replypad Products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us 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 our sole liability with respect to, and Customer’s exclusive remedy against us and the Replypad Extended Family for, any Claim Against Customer.
Customer’s Indemnification of Us
Customer will defend Replypad and the members of the Replypad Extended Family (collectively, the “Replypad Indemnified Parties”) from and against any and all third party claims, suits, proceedings, actions, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the Replypad Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Replypad Indemnified Party in connection with or as a result of, and for amounts paid by a Replypad Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We should provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Replypad Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.
Limitations on Indemnifications
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.
Confidentiality
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 Order Forms, as well as non-public business, product, technology and marketing information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Confidential Information of Customer includes Customer Data. Notwithstanding the above, Confidential Information does not include information that (a) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (b) is or becomes generally available to the public 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.Protection and Use of Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized use or disclosure 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 legal and financial advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.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 all 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.Survival
The sections titled “Feedback is Welcome,” “Non-Replypad Products,” “Our Removal Rights,” “Payment Terms,” “Credits,” “The Replypad Extended Family,” “What’s Yours is Yours …,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.
General Provisions
Publicity
Customer grants us the right to use Customer’s company name and logo as a reference for promotional or marketing purposes on our website and in other public or private communications with our existing or potential customers. Customer may send us an email to feedback@replypad.com stating that it does not wish to be used as a reference.Force Majeure
Neither Customer nor us 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 a failure by a third party hosting provider or utility provider, denial-of-service attacks, shortages, strikes, riots, fires, acts of God, terrorism, war, and governmental action.Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. The Contract does not create a partnership, agency, franchise, joint venture, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.Email and Replypad 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 Replypad-app notification). Notices to Replypad will be sent to feedback@replypad.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@replypad.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.Modifications
As our business evolves, we may change these Customer Terms and the other components of the Contract. We may also change the Services. 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 notifying 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 to Contract or changes to the Services 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 Services, terms and conditions.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.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.Assignment
Except with respect to the Replypad 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, corporate reorganization, acquisition, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Replypad and any third party that handles payment or billing aspects for Replypad, 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 the subscription 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.The Replypad Entity the Customer Contracting With
All references to ‘we,’ ‘us,’ ‘our,’ or ‘Replypad’ under the Contract refers to Skylix Ltd. dba Replypad, a company located in Tel Aviv, Israel. The Contract, and any disputes or lawsuits arising out of or related hereto, will be governed exclusively by the laws of the State of Israel, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in Israel will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement.Each party hereby consents and submits to the exclusive jurisdiction of such courts. 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.