Privacy Policy Auto Customize Collections

Introduction

Please read carefully. The following Terms of Service, together with the relevant information set out on the Web site and provided via the Services, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials, are subject to the Terms and Conditions set forth below. Use of this Website and our Services constitutes an agreement, without acceptance, to be bound thereby by the user. Using the Website and our Services, you represent that you are at least eighteen (18) years old, have read and understand the Terms of Service, and agree to be bound by these Terms of Service as set forth below.

These Terms and Conditions may be subject to General Web site Terms and Conditions and our Privacy Policy.

SECTION I: DEFINITIONS

As used herein, the following terms shall have the following definitions:

1. References to ‘Customer’ mean a registered User of the Services.
2. References to ‘Dispute’ mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in illegality, contract or otherwise, at equity or law, or any alleged breach, including, without limitation, any matter for the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any terms contemplated by the Terms.
3. References to ‘Effective Date’ mean the date the User places an order for Services, whether as a Free or Paid Plan.
4. References to ‘Material Breach’ mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to terminate these Terms because of that breach immediately.
5. References to an ‘Order Form’ mean an Order Form completed online via the Web site by Customer.
6. References to the ‘Services’ mean all Service Provider services, including but not limited to drop-shipping automation services.
7. References to the ‘Terms’ and ‘Agreement’ mean this, these Terms of Service as set forth herein.
8. References to ‘Service Provider’ and ‘Vfitz,’ mean Vfitz, and its subsidiaries, parents, and affiliates.
9. References to the ‘Website’ mean the Websites bearing the URLs support.tirewheelconnect.com and app.support.tirewheelconnect.com and any other Web site owned and operated by Service Provider related to the Services.
10. References to ‘Product Catalog’ mean the websites that the Service Provider offers functionality to allow users to import a product to their Store.

SECTION II: GENERAL PROVISIONS

2.1 About the Services

Service Provider provides an online tool that allows users to perform many functions to help automate or semi-automate their drop-shipping businesses. A current list of services offered via the Vfitz can be found online at support.tirewheelconnect.com and is subject to change from time-to-time, without notice, and according to Vfitz’s sole and exclusive discretion.

2.2 Reliance on the Services; Assumption of the Risk

Customer acknowledges that the Services are provided for general information only and should not be relied upon or used as the sole basis for making shipment decisions or processing shipments without consulting primary, more accurate, more complete, or more timely information sources. In no event should a Customer rely on automation of business processes without checking such automation. Customer acknowledges further that any reliance on the Services is at Customer’s own risk.

2.3 Success, Compliance Not Guaranteed

Customer agrees and acknowledges that, due to the nature of the Services, Service Provider cannot guarantee an increase in Customer’s drop-shipping sales or an increased efficiency in Customer’s drop-shipping processes.

2.4 Restrictions and Responsibilities

In addition to the other restrictions on use set forth herein, Customer will not, directly or indirectly:

• Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (‘Software’).
• Modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorized within the Services).
• Use the Services or any Software for timesharing or service bureau purposes or otherwise to benefit a third.
• Remove any proprietary notices or labels.
• Further, the Customer may not: Remove or export from the United States or any other authorized territory. Nor allow the export or re-export of the Services, Software, or anything related. Any direct product in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, the E.U. embargoed countries list set forth by the E.U. Common Foreign and Security Policy, or any other United States or European Union or foreign agency or authority.

As defined in FAR section 2.101, the Software and documentation are’ commercial items’ and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be ‘commercial computer software’ and ‘commercial computer software documentation.’ Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial Software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Service Provider’s standard published policies then in effect (the ‘Policy’) and all applicable laws and regulations. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, Software, operating systems, networking, web servers, and the like (collectively, ‘Equipment’). The Customer shall also be responsible for maintaining the security of the equipment for customer accounts, passwords (including but not limited to administrative and user passwords) and files, and all customer account uses or the equipment with or without Customer’s knowledge or consent.

2.5 System Updates

The Services will include all updates and new versions of the Software. However, Vfitz may release new services, products, or modules that are not covered in this Agreement and may be subject to additional fees.

2.6 Technical Support

Service Provider will provide Technical Support to Customer via email, secure message, and instant chat on weekdays during the operating hours of 8:00 am through 5:00 pm U.S. Pacific Standard time, with the exclusion of U.S. Federal Holidays (‘Support Hours”). Customers may initiate a helpdesk ticket during Support Hours by visiting emailing support@tirewheelconnect.com or messaging us via support.tirewheelconnect.com. Customers may also send us a message at any time via our support ticket system on the Customer Account dashboards or via the form available at support.tirewheelconnect.com/support. Service Provider will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

2.7 Modifications and Changes to the Services

We may modify, add to, suspend, or delete any aspect of the Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions, or deletions being immediately effective. Such changes, additions, or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.

2.8 General Prohibited Uses of Web site and Services

In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Web site and Services: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Website Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Web site or the Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Web site or the Services. We reserve the right to terminate your use of the Website services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.

SECTION III: ACCOUNTS, USE OF THE SERVICES

3.1 Online Accounts

Customer is allowed to register via an online registration form to create a Customer account (hereinafter Customer’s ‘Account,’) that will enable Customer to receive information from Service Provider and participate in certain Services’ features. Service Provider will use the information Customer provides following Service Provider’s Privacy Policy. Customer represents and warrants that all information Customer provides on the registration form is current, complete, and accurate to the best of Customer’s knowledge. Customer agrees to maintain and promptly update Customer’s registration information so that it remains current, complete and accurate. During the registration process, Customer may be required to choose a password. Customer acknowledges and agrees that Service Provider may rely on this password to identify Customer. Customer is responsible for all use of Customer’s Account as well as any action taken thereunder, regardless of whether Customer authorized such access or use, and for ensuring that all use of Customer’s Account complies fully with the provisions of these Terms of Service.

3.2 Multiple Accounts, Transfer Prohibited

Customer shall not have more than one (1) Account and shall not sell, trade or transfer that Account to any other person or entity.

3.3 Right to Monitor

Service Provider shall have the right to monitor Customer’s Account in Service Provider’s sole and exclusive discretion.

3.4 Customer Responsibilities

Customer shall ensure that the Customer’s eCommerce stores are compatible with the Service Provider’s tools. Customer must use the most current version of Chrome.

3.5 Free Plans

Customers who elect to use our Free Plan will receive those services outlined in the Free Plan description found online at support.tirewheelconnect.com/pricing and subject to change in our sole and exclusive discretion.

3.6 Paid Plans

Customers who elect to sign up for a paid service plan (‘Paid Plan,’) can do so via an Order Form and shall be entitled to receive the services compatible with the Paid Plan selected. Such services are listed via the Web site, available at support.tirewheelconnect.com/pricing, and are subject to change in our sole and exclusive discretion.

3.7 Data Confidentiality

Each Party (the ‘Receiving Party’) understands that the other Party (the ‘Disclosing Party’) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as ‘Proprietary Information’ of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Service Provider to enable the Services’ provision (‘Customer Data’). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance or development of the Services or as otherwise permitted herein or in the Service Provider’s Privacy Policy, attached hereto) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the preceding shall not apply concerning any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or generally becomes available to the public, or (b) was in its possession or known by it before receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Customer shall own all right, title, and interest in and to the Customer Data. Service Provider shall hold and retain all right, title, and interest in and to:

1. The Services and Software, all improvements, enhancements, or modifications thereto.
2. Any software, applications, inventions or other technology developed connected with the Services, Customer feedback or technical support.
3. All intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Service Provider shall have the right collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived from there). Service Provider will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Service Provider offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.8 Service Levels

The Services shall be available Ninety-Nine Percent (99.9%,) measured monthly, excluding holidays and weekends and scheduled maintenance. If the Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Service Provider’s control will also be excluded from any such calculation. Service Provider does not warrant that the Services will be free of downtime and cannot be held liable therefore.

3.9 Termination

Customers may terminate their Accounts and use of the Services at any time via their Account settings dashboard.

3.10 Right of Refusal, Limitation, Discontinuation, and Termination

We reserve the right to refuse to provide access to the Services for any reason at any time in our sole and exclusive discretion.

SECTION IV: FEES; TERMS OF PAYMENT; REFUNDS

4.1 Service Fee

Use of our Free Plan is genuinely free; however, Customers who sign up for or upgrade to Paid Plans shall pay a fee, (a ‘Service Fee,’) in a pre-paid amount as outlined in the Order Form and as reflected on the Web site at support.tirewheelconnect.com/pricing at the time of plan selection. Payment of the first (1st) Service Fee shall be due and owing as outlined in Section 4.3, infra. Service Provider reserves the right to change the Service Fees, or any other applicable fees and to institute new charges and Service Fees at the end of the initial Billing Cycle upon thirty (30) days prior notice to Customer (which may be sent by email).

4.2 Free Trial

All new Users shall receive a 14-day free trial of the Paid Plan of their choice. If a User does not register for a Paid Plan before the free trial period, all Customer data will be deleted at the end of the free trial period. Customers are eligible to receive one free trial per Paid Plan per lifetime. In the event a Customer provides billing information at the time of registration for a free trial, Customer understands and agrees that they are automatically billed the entire fee associated with the selected Paid Plan on the first (1st) calendar day following the end of the free trial period unless Customer cancels such free trial before the end of the free trial period.

4.3 Billing

All Service Fees as set forth herein shall be automatically pre-paid, in full, on a monthly or annual basis, (the ‘Billing Cycle,’) as selected upon registration by Customer, on the first (1st) day of the Billing Cycle, where the first (1st) day of the first (1st) Billing Cycle shall commence as of the date the Customer registers for a Paid Plan, (the ‘Effective Date.’) payment shall be due and owing, in full, within thirty (30) calendar days of the Billing Date.

4.4 Form of Payment

A reoccurring charge shall make payment to your provided credit/debit card via our payment processor, which is currently Stripe. To learn more about Stripe, please visit https://stripe.com.

4.5 Taxes

Customer is not responsible for collecting or withholding any such taxes, including income tax withholding and social security contributions, for Service Provider due to Customer’s payment of any fees. All taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of these Terms shall be paid or withheld by Service Provider.

4.6 Suspension of Services

In the event a balance remains unpaid (by Customer) five (5) business days following the first (1st) day of the Billing Cycle for the Service Fee associated with the Paid Plan selected by Customer, Customer agrees and acknowledges that the Services shall be automatically suspended, without notice, until such payments are made, in arrears.

4.7 Late Fees

Unpaid amounts are subject to a finance charge of One-and-a-Half Percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection may result in immediate termination of Service. Payments returned for insufficient funds are subject to a charge of Thirty-Five U.S. Dollars and No/Cents ($35.00) per returned item.

4.8 Refunds

Users who terminate the use of their Accounts and the Services before the end of a Billing Cycle are entitled to receive a pro-rated refund of the Service Fees pre-paid by them for such Billing Cycle.

SECTION V: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION

5.1 DISCLAIMER OF WARRANTY

COVERED SOFTWARE IS PROVIDED UNDER THIS LICENSE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE COVERED SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE COVERED SOFTWARE IS WITH YOU. SHOULD ANY COVERED SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, THE CUSTOMER (NOT THE INITIAL DEVELOPER OR ANY OTHER CONTRIBUTOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY COVERED SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

5.2 LIMITATION OF LIABILITY

(A) CUSTOMER AGREES THAT USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. NEITHER SERVICE PROVIDER NOR SERVICE PROVIDER’S AFFILIATES NOR ANY RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. NOR DOES THE SERVICE PROVIDER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.

(B) ANY DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN ‘AS IS’ BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY; FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE.

(C) ALTHOUGH ALL INFORMATION AND MATERIALS PROVIDED VIA THE SERVICES IS BELIEVED TO BE RELIABLE, SERVICE PROVIDER MAKES NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE THE SERVICES.

(D) IN NO EVENT SHALL SERVICE PROVIDER, SERVICE PROVIDER’S EMPLOYEES, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, VENDORS, AND/OR SERVICE PROVIDER’S OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AND MEMBERS, BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE THE SERVICES.

(E) SERVICE PROVIDER DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF CUSTOMER’S CUSTOMER DATA INFORMATION. BY UTILIZING THE SERVICES CUSTOMER ACKNOWLEDGES AND AGREE TO SERVICE PROVIDER’S DISCLAIMER OF ANY SUCH LIABILITY. IF CUSTOMER DOES NOT AGREE, CUSTOMER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE THE SERVICES.

(F) SERVICE PROVIDER’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF SERVICE PROVIDER’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF

(G) THE AMOUNT OF FEES CUSTOMER PAYS TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR

(H) ONE THOUSAND U.S. DOLLARS AND NO/CENTS ($1,000.00,) WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. The above limitations shall survive these Terms and inure to the benefit of Service Provider and Service Provider’s affiliates and respective directors, officers, employees and agents.

5.3 INDEMNIFICATION

CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SERVICE PROVIDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, AND VENDORS FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO (A) CUSTOMER’S USE OF THE SERVICES; (B) CUSTOMER’S NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) CUSTOMER’S VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; OR (D) THE UNAUTHORIZED USE OF THE SERVICES BY ANY OTHER PERSON USING CUSTOMER’S INFORMATION.

5.4 PRODUCT CATALOGS DISCLAIMER

SERVICE PROVIDER ADDS THE ABILITY TO IMPORT PRODUCTS FROM PRODUCT CATALOGS BASED ON REQUESTS BY USERS AND DOES NOT ENDORSE THE USE OF CATALOGS OR ANY PRODUCTS ON THE SITE. CUSTOMER AGREES TO CONTACT THE PRODUCT CATALOG OR PRODUCT OWNER BEFORE IMPORTING, SELLING OR ADVERTISING THE PRODUCT. SERVICE PROVIDER DOES NOT PROMOTE THE ILLEGAL USE OR SELLING OF PRODUCTS. CUSTOMER AGREES TO MAKE SURE ALL LAWS ARE FOLLOWED AND ACKNOWLEDGES THAT SERVICE PROVIDER DOES NOT PROMOTE OR ENDORSE THE USE OF ANY PRODUCTS ON CUSTOMER’S STORE.

SECTION VI: GOVERNING LAW; ARBITRATION

6.1 Governing Law

These Terms shall be governed and construed in accordance with the laws of the state of California without regard to its conflicts of law provisions. Customer agrees to submit to the courts’ personal jurisdiction located in Orange County, California, and any cause of action that relates to or arises from these Terms and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 6.2.

6.2 Arbitration

The Parties agree that any dispute concerning, relating, or referring to these Terms and/or the Services shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the state of California and shall be brought for arbitration in Orange County, California, pursuant to the rules of the American Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionably, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute in any jurisdiction.

SECTION VII: INTELLECTUAL PROPERTY

7.1 Ownership

All proprietary Software, third Party licensed Software, software libraries, services, methodologies, techniques, algorithms, tools, materials, products, ideas, designs, and know-how used by Vfitz in providing the Services (including all reports and their copies, enhancements, modifications, revisions, and derivative works of any of the foregoing) and deliverables (whether oral or written) are, and shall remain, the sole and exclusive property of Vfitz. Nothing herein shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party software or products from Vfitz to Customer.

7.2 Grant of License

Service Provider reserves the right to reference Customer on public customer lists and the use of Customer’s name and logo on the Service Provider’s Web site for marketing purposes. Additionally, Service Provider may request the use of Customer’s name and logo in press releases, advertising material and other promotional material. Service Provider may, subject to Customer’s written approval also publish a case study outlining the project’s success, provided that it does not disclose any confidential information. Any such intent for the use of Customer marks will be presented to the Customer in advance.

SECTION VIII: MISCELLANEOUS

8.1 Server Location; International Transfer

Service Provider operates globally, so it is necessary to transfer Customer’s information internationally. In particular, Customer’s information will likely be transferred to and processed by Service Provider’s servers provided by heroku.com and amazon.com, which process data internationally. The data protection and other countries’ laws may not be as comprehensive as those in Customer’s country. Service Provider shall take reasonable steps to ensure that Customer’s privacy is protected. By using the Services Customer consents to Customer’s information being collected, used and transferred as outlined in the Privacy Policy.

8.2 Authority

Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable per its Terms.

8.3 Waiver

Any waiver of a right under these Terms of Service shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

8.4 Force Majeure

Service Provider shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). Service Provider shall use all reasonable efforts to notify Customer of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.

8.5 Assignment

Service Provider shall have the right to assign and transfer these Terms of Service and Service Provider’s rights and obligations hereunder to any Third Party after notifying Customer as provided for herein. Customer agrees and acknowledges that Customer shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms of Service without Service Provider’s prior written consent in Service Provider’s sole and exclusive discretion.

8.6 Rights of Third Parties

These Terms do not give any right to any Third Party unless explicitly stated herein.

8.7 Relationship of the Parties

The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party.

8.8 Severability

Suppose any part of this Agreement is determined to be invalid or unenforceable by applicable law. In that case, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the original provision’s intent, and the remainder of this Agreement will continue in effect.

8.9 Notices

Except as explicitly stated otherwise, any notices shall be given by certified postal mail to the address first set forth above, as amended from time-to-time.

8.10 Publicity

Customer grants a perpetual and irrevocable license to Service Provider to reference Customer on public customer lists and uses Customer’s name and logo on the Service Provider’s Web site, press releases, advertising material, and other promotional material. Service Provider may, subject to Customer’s written approval, also publish a case study outlining the project’s success, provided that it does not disclose any confidential information.

8.11 Entire Agreement

This Agreement represents the complete and exclusive statement of the Agreement between the Parties regarding the provision of the Services. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by the Parties concerning this Agreement.