Last updated on January 3rd, 2023
These “click-to-accept” Terms of Service constitute an agreement (this “Agreement”) for the provision of Cloud Services (as defined below) by and between Mercurial Labs (“SMS to Slack”), and the corporation, LLC, partnership, sole proprietorship, other business entity or individual (“Customer”) opening an online account with SMS to Slack for access to the Platform (as defined below), as specified in the registration information provided by Customer to SMS to Slack in the online registration form. This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” and submits a completed Customer Order (as defined below in Section 1.6) to SMS to Slack (the “Effective Date”). Customer’s use of and SMS to Slack’s provision of access to the Platform are governed by this Agreement. This Agreement does not apply to any subscription agreements for Cloud Services entered into by SMS to Slack and a customer on the basis of a fully-executed stand-alone Cloud Service Agreement (“CSA”) separately from the click-through process through the Website.
CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON ACCEPTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.
Customer further acknowledges that this Agreement does not have to be signed in order to be binding. Customer has indicated its assent to the terms of the Agreement by clicking on the "Accepted and Agreed to" (or similar button) that is presented to Customer at the time of its opening an online account with SMS to Slack or executing a Customer Order.
Definitions
The following capitalized terms shall have the following meanings whenever used in this Agreement.
1.1. “Aggregate Data” has the meaning ascribed to it in Section 4.7 hereof.
1.2. “AUP” means SMS to Slack’s acceptable use policy, currently posted at https://smstoslack.app/legal/acceptable-use-policy.
1.3. “Cloud Services” means such software as a service (SAAS) chatbot, collaboration and productivity tools, web, desktop and mobile applications as SMS to Slack may provide from time to time via the Platform on a subscription basis under the brand name of SMS to Slack ®.
1.4. “Confidential Information” has the meaning ascribed to it in Section 7.
1.5. “Customer’s Business Data” means data in electronic form input or collected through the Platform by or from Customer, including without limitation by Customer’s Users.
1.6. “Customer Order” means an electronic order for access to the Platform on a subscription basis, substantially in the form of an online form available through the Website and completed and submitted by Customer as part of the registration process on the Website for SMS to Slack’s acceptance. SMS to Slack will provide a copy of the accepted Customer Order via email to Customer promptly following the submission of the Customer Order by Customer.
1.7. “Documentation” means SMS to Slack's user guide published on the online self-service support service on the Website for the use of the Platform.
1.8. “Excluded Data” has the meaning ascribed to it in Section 4.5 hereof.
1.9. “Feedback” has the meaning ascribed to it in Section 6.2 hereof.
1.10. “Privacy Policy” means SMS to Slack’s privacy policy, currently posted at https://smstoslack.app/legal/privacy-policy.
1.11. “Platform” means SMS to Slack’s proprietary online platform, to be accessed through the Website, chatbots, and/or mobile applications, which is designed for providing the Cloud Services.
1.12. “Platform Fees” has the meaning ascribed to it in Section 3.1 hereof.
1.13. “Term” is defined in Section 11.1 below.
1.14. “User” means any individual, including Customer-nominated administrator who will have special administrator-level access privileges to Customer’s account, who uses the Platform on Customer’s behalf or through Customer’s account or passwords, whether authorized or not. Customer may authorize such number of its employees and independent contractors to act as Users under this Agreement as the Customer Order may permit but will remain responsible for each User’s compliance with this Agreement, including without limitation the AUP.
1.15. “Website” means the website, together with all audio-visual, graphic, text and other content, owned and operated by SMS to Slack at https://smstoslack.app/, and other subdomains.
The Platform
2.1. Use of the Platform. SMS to Slack may provide the Platform to Users on the following basis (each of which may be discontinued by SMS to Slack without advance notice): (a) a free subscription to the feature and function-limited use of the Platform, (b) free limited-time evaluation of the Platform as set forth in the Customer Order or (c) paid-for full-feature subscription on the terms of the Customer Order. SMS to Slack may at its sole discretion offer a free subscription or a limited evaluation of the Platform, as applicable, which shall be subject to all of the provisions of this Agreement save for the payment of Platform Fees, through a Customer Order which sets forth the terms of such free subscription or evaluation. During the Term and provided that this Agreement has not been terminated by either party, and in consideration of the payment of the Platform Fees (other than with respect to those Customers who subscribe on the basis of a free subscription or evaluation), Customer may access and use the Platform pursuant and subject to: (a) the terms of any outstanding Customer Order, including such features and functions as the Customer Order provides for and any limitations on the number of Users, data volume and capacity as the Customer Order imposes; and (b) AUP and SMS to Slack’s other policies posted on its Website, as such policies may be updated from time to time.
2.2. Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the Platform.
2.3. Platform Revisions. SMS to Slack may revise Platform features and functions at any time, including without limitation by removing such features and functions. If any such revision to the Platform materially reduces features or functionality provided pursuant to a Customer Order, Customer may within 30 days of notice of the revision terminate by written notice to SMS to Slack such Customer Order, without cause, or terminate this Agreement without cause if such Customer Order is the only one outstanding.
Fees
3.1. Fees. Other than with respect to those Customers whose Customer Orders provide for a free subscription or evaluation, Customer shall pay SMS to Slack the Platform Fees for the access to and use of the Platform (“Platform Fees”) on a subscription basis as specified in the Customer Order for the applicable level of access to the Platform from time to time during each Term.
3.2. Payment of Fees. Unless a Customer Order provides for invoicing or another payment method, Customer authorizes SMS to Slack to charge an amount equal to the amount of the Platform Fees set forth in the Customer Order (on such dates as the Customer Order provides), and any additional amounts as permitted by this Agreement, to the credit card and/or bank account specified in the Customer Order in advance of provision of services to Customer by means of automatic debit or credit card charge or through the Automated Clearing House (“ACH”) transfers charged to the Customer’s bank account for the duration of each Term. Customer hereby agrees to keep such valid credit card and/or bank account charge or ACH authorization in effect with sufficient credit limit or cash balance to enable SMS to Slack to charge the Platform Fees every month, year or other period of each Term, as applicable, and not to challenge such charges or to request reversal of such charges. SMS to Slack will not be required to refund the Platform Fees under any circumstances.
3.3. Taxes. All Platform Fees are exclusive of, and Customer is solely responsible for, applicable federal or national, state or provincial, or local sales, use, excise, export or other applicable taxes, except for taxes on the net income of SMS to Slack. SMS to Slack may add any such taxes to the applicable Platform Fees.
Customer's business data & privacy
4.1. Use of Customer’s Business Data. Unless it receives Customer’s prior written consent, SMS to Slack: (a) shall not access, process, or otherwise use Customer’s Business Data other than as necessary to operate and facilitate the Platform, to provide Cloud Services to Customer and to improve customer experience on the Platform; and (b) shall not intentionally grant any third party access to Customer’s Business Data, including without limitation SMS to Slack’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement or confidentiality duties. Notwithstanding the foregoing, SMS to Slack may disclose Customer’s Business Data as required by applicable law or by proper legal or governmental authority. SMS to Slack shall give Customer prompt notice, if permitted by applicable law, of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
4.2. Privacy Policy. The Privacy Policy applies only to the Platform and does not apply to any third party website or service linked to the Platform or recommended or referred to through the Platform or by SMS to Slack’s staff.
4.3. Data Accuracy. SMS to Slack shall have no responsibility or liability for the accuracy of data uploaded to the Platform by Customer, including without limitation Customer’s Business Data and any other data uploaded by Users.
4.4. Data Deletion. Customer hereby acknowledges that SMS to Slack does not store all Customer’s Business Data on the Platform and that certain types of Customer Data may be automatically erased. Customer may request deletion of Customer Business Data which is stored on the Platform at any time or use the applicable functionality of the Platform to do so upon termination of this Agreement.
4.5. Excluded Data. Customer represents and warrants that Customer’s Business Data does not and will not include, and Customer has not and shall not upload or transmit to SMS to Slack's computers, servers, network or other media, any data that is subject to heightened security requirements as a result of Customer’s internal policies or practices or by law or regulation (examples include but are not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), etc. (the "Excluded Data Laws")(such Customer’s Business Data collectively, “Excluded Data”). CUSTOMER RECOGNIZES AND AGREES THAT: (a) SMS to Slack HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) SMS to Slack’S WEBSITES, INCLUDING THE PLATFORM, ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
4.6. Ownership and Control of Customer’s Business Data. SMS to Slack does not claim ownership of any Customer’s Business Data that is transmitted, created, or processed by or through any User or otherwise by the Customer. SMS to Slack does not control, verify, or endorse the Customer’s Business Data in any way.
4.7. Aggregate and Anonymized Data. Notwithstanding the provisions above of this Article 4, SMS to Slack may use Aggregate Data to improve SMS to Slack’s products and services, including without limitation the Cloud Services. (“Aggregate Data” refers to Customer’s Business Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers as well as any and all performance, Platform or other statistical data derived from the operation of the Platform by SMS to Slack).
Customer's responsibilities and restrictions
5.1. Acceptable Use. Customer shall, and use its reasonable efforts to cause all Users, to comply with the AUP. Customer shall not: (a) use the Platform for service bureau or time-sharing purposes or in any other way allow third parties, including Customer’s affiliates, to exploit the Platform; (b) provide Platform passwords or other log-in information to any third party; (c) share non-public Platform features or content with any third party; or (d) access the Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation a breach of the AUP by Users, SMS to Slack may suspend or terminate Customer’s access to the Platform without advanced notice, in addition to such other remedies as SMS to Slack may have. Neither this Agreement nor the AUP requires that SMS to Slack take any action against Customer or any User or other third party for violating the AUP, this Section 5.1, or this Agreement, but SMS to Slack is free to take any such action it sees fit.
5.2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Platform, including without limitation by protecting its passwords and other log-in information. Customer shall notify SMS to Slack immediately of any known or suspected unauthorized use of the Platform or breach of its security and shall use best efforts to stop said breach.
5.3. Compliance with Laws. In its use of the Platform, Customer shall, and shall cause Users to, comply with all applicable laws and regulations, including without limitation laws governing the protection of personally identifiable information, data security, privacy, publicity, defamation, intellectual property and all other laws applicable to Customer’s Business Data.
5.4. Users and Platform Access. Customer will designate one or more individuals for the purpose of acting as administrator of Customer’s account with SMS to Slack. Customer is responsible and liable for: (a) all Users’ use of the Platform, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the Platform through Customer’s account, whether authorized or unauthorized.
IP and feedback
6.1. IP Rights to the Platform. SMS to Slack retains all right, title, and interest in and to the Platform, including without limitation all software, system software and applications used to provide the Platform, including any source code, object code, updates, improvements, enhancements, modifications or derivative works thereof, whether or not patentable, and all inventions, content, graphics, media, user interfaces, logos, and trademarks contained in, displayed, performed or reproduced through the Platform. This Agreement is an agreement for services and does not grant Customer or any Users any intellectual property license or rights in or to the Platform or any of its components. Customer understands and agrees that the Platform and its components are protected by copyright, trademark, trade secret and other laws.
6.2. Feedback. SMS to Slack has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to SMS to Slack, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict SMS to Slack’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of SMS to Slack’s products or services.)
Confidential Information
“Confidential Information” refers to the following items SMS to Slack discloses to Customer: (a) any document SMS to Slack marks “Confidential”; (b) any information SMS to Slack orally designates as “Confidential” at the time of disclosure, provided SMS to Slack confirms such designation in writing within seven (7) business days; (c) the Documentation, this Agreement, Customer Order, Statements of Work and any communications between SMS to Slack and Customer in relation to this Agreement, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information disclosed by SMS to Slack, whether or not marked or designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Customer.
7.1. Nondisclosure. Customer shall not use Confidential Information for any purpose other than the use of the Platform for its ordinary internal business purposes (the “Purpose”). Customer: (a) shall not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without SMS to Slack’s prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify SMS to Slack of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give SMS to Slack prompt notice of any such legal or governmental demand and reasonably cooperate with SMS to Slack in any effort to seek a protective order or otherwise to contest such required disclosure, at SMS to Slack’s expense.
7.2. Injunction. Customer agrees that breach of this Article 7 would cause SMS to Slack irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, SMS to Slack will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
7.3. Termination and Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to SMS to Slack or certify, in writing, the destruction thereof.
7.4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. SMS to Slack will retain all right, title, and interest in and to all Confidential Information.
Representations and Warranties
8.1. From SMS to Slack. SMS to Slack represents and warrants that it is the owner of the Platform and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. SMS to Slack’s representations and warranties in the preceding sentence do not apply to use of the Platform in combination with hardware or software not provided by SMS to Slack. In the event of a breach of the warranty in this Section 8.1, SMS to Slack, at its own option and expense, will promptly take the following actions: (a) secure for Customer the right to continue using the Platform; (b) replace or modify the Platform to make it non-infringing; or (c) terminate the infringing features of the Cloud Services and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states SMS to Slack’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the Platform.
8.2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Platform; (c) it will and will cause all Users to use the Platform and the Cloud Services in compliance with all applicable laws and regulations; and (d) it is a corporation, limited liability company, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
8.3. Warranty Disclaimers. Except as provided in Section 8.1 above, CUSTOMER ACCEPTS THE PLATFORM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) SMS to Slack HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (B) SMS to Slack DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (C) SMS to Slack DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER’S BUSINESS DATA WILL REMAIN PRIVATE OR SECURE.
Indemnification
Customer shall defend, indemnify, and hold harmless SMS to Slack and each of SMS to Slack Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's and/or User’s alleged or actual use of, misuse of, or failure to use the Platform, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer’s Business Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Platform through Customer’s account, including without limitation by Customer’s Business Data; and (d) claims that use of the Platform through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to SMS to Slack’s negligence. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. SMS to Slack will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (“SMS to Slack Associates” are SMS to Slack’s officers, directors, shareholder, parents, subsidiaries, affiliates, agents, successors, and assigns.)
Limitation of Liability
10.1. SMS to Slack’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE PLATFORM FEES ACTUALLY PAID BY CUSTOMER TO SMS to Slack IN A PERIOD OF TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH CUSTOMER PRESENTS A CLAIM TO SMS to Slack WITH RESPECT TO SMS to Slack’S BREACH OF SMS to Slack’S OBLIGATIONS UNDER THIS AGREEMENT.
10.2. Exclusion of Consequential Damages. IN NO EVENT WILL SMS to Slack BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10.3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF SMS to Slack IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 10, SMS to Slack’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, SMS to Slack’s liability limits and other rights set forth in this Article 10 apply likewise to SMS to Slack’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
Term and Termination
11.1. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue for the initial term set forth in the Customer Order. Thereafter, other than with respect to those Customers who subscribe on the basis of a free subscription, the Term will renew for successive terms equal to the initial term specified in the Customer Order, unless either party refuses such renewal by written notice to the other party 30 or more days before the renewal date.
11.2. Termination for Cause. Either party may terminate this Agreement or any Customer Order if the other party: (i) fails to cure any material breach (including, without limitation, Customer's failure to pay the Platform Fees) of this Agreement within thirty (30) days after written notice of such breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).
11.3. Effects of Termination. Upon termination of this Agreement, SMS to Slack shall discontinue Customer’s access to the Platform and Customer shall cease all use of the Platform and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay the Fees (unless the termination is by Customer for cause); (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), 10 (Limitation of Liability) and 12 (Publicity); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
Publicity
In further consideration of the rights granted hereunder to Customer, Customer agrees to permit SMS to Slack to use Customer's name and trademarks and service marks to identify Customer as a SMS to Slack customer on the Website, in SMS to Slack’s marketing materials and in other sales and marketing activities, provided that Customer does not notify SMS to Slack in writing of its revocation of such permission. Customer agrees to cooperate with SMS to Slack in reasonable publicity efforts involving the Platform, such as, for example, media releases and marketing materials in accordance with SMS to Slack's reasonable request.
Miscellaneous
13.1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no SMS to Slack employee or contractor will be an employee or contractor of Customer.
13.2. Notices. SMS to Slack may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to SMS to Slack, and such notices will be deemed received 72 hours after they are sent in writing and if delivered personally, mailed via registered or certified mail to SMS to Slack’s office address listed in the Customer Order (return receipt requested and postage prepaid) or delivered by a reputable courier or express service with a copy (not to be deemed notice) given by email to [email protected].
13.3. Force Majeure. No delay, failure, or default, other than a failure to pay Platform Fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
13.4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without SMS to Slack’s express written consent. Except to the extent forbidden in this Section 13.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
13.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
13.6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
13.7. Choice of Law and Venue. This Agreement will be governed solely by the internal laws of the State of New York, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of the New York County, New York and hereby waive a trial by jury.
13.8. Conflicts. In the event of any conflict between this Agreement and any SMS to Slack policy posted on the Website, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.
13.9. Headings. The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
13.10. Technology Export. Customer shall not: (a) permit any third party to access or use the Platform in violation of any U.S. law or regulation; or (b) export any software provided by SMS to Slack or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Platform in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).
13.11. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
13.12. Amendment. SMS to Slack may amend this Agreement from time to time by posting an amended version of the Terms of Service for Cloud Services at the Website and, solely with respect to Customers, sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives SMS to Slack written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Section 11.2). Customer’s continued use of the Cloud Services following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 13.12, SMS to Slack may revise the Privacy Policy and AUP at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.