Terms of Service – SpareBox BigFoot™ and SpareBox Prophet™

Last Updated: March 21, 2024

These Terms of Service (this “Agreement”) explain the agreement between SpareBox Technologies, LLC, a Delaware limited liability company with offices located at 7887 E Belleview Ave, Suite 650 Greenwood Village, CO 80111 (“Provider”), and you, a self-storage facility owner or operator (“Operator”). Provider and Operator may be referred to herein collectively as the “Parties” or individually as a “Party.”

Background.
Provider offers a suite of web-based, remote self-storage management solutions for self-storage facility owners and operators, which includes: (a) SpareBox BigFoot™, a tool that helps you optimize your SpareFoot bidding strategy; and (b) SpareBox Prophet™, AI-powered revenue management software (each are referred to herein as a “Service,” and are collectively referred to herein as “Services”). Subject to an in accordance with the provisions of this Agreement, Operator desires to obtain, and Provider desires to provide, access to one or more of the Services through Provider’s website and/or web-based application(s), as more specifically set forth in the Order Agreement.
Definitions.
(a) “Sales Order Form” means the Services and business terms related thereto, including, but not limited to, fees, payment and term, selected by Operator on Provider’s web-based order form.
(b) “Aggregated User Data” means data and information related to Authorized Users’ use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
(c) “Authorized User” means Operator’s employees, consultants, contractors, and agents (i) who are authorized by Operator to access and use the Services under the rights granted to Operator pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
(d) “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Customer available at spareboxtech.com/resources.
(e) “Operator Data” means, other than Aggregated User Data, information, data, and other content related to Operator’s Business in any form or medium, that is submitted, posted, derived or otherwise transmitted by or on behalf of Operator or an Authorized User through the Services.
(f) “Provider IP” means the Services, the Documentation, and any and all intellectual property provided to Operator or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated User Data and any information, data, or other content derived from Provider’s monitoring of Authorized Users’ access to or use of the Services, but does not include Operator Data or Third-Party Operator Data.
(g) “SpareFoot” means SpareFoot, Inc., a Delaware corporation and/or SpareFoot LLC, a Delaware limited liability company, owners and operators of a web-based self-storage unit marketplace.
(h) “Third-Party Operator Data” means Operator Data that is stored and maintained by or on behalf of third-party service providers (e.g., SpareFoot).
(i) “Third-Party Products” means any third-party products incorporated into the Services.
Access and Use.
(a) Provision of Access to Services. Subject to and conditioned on Operator’s payment of the Fees applicable to a Service and compliance with all other terms and conditions of this Agreement, Provider hereby grants Operator a non-exclusive, non-transferable (except in compliance with Section 13(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Operator’s internal use. Provider shall provide to Operator the necessary user IDs, passwords and network links or connections to allow Operator to initially access the Services. Thereafter, each Authorized User will create, maintain, and is required to use, a separate username and password (“Login Credentials”) to access the Services. Each Authorized User will keep their Login Credentials strictly confidential and shall not permit any other person to use the Services using their Login Credentials.
(b) Limited Display License. Subject to the terms and conditions contained in this Agreement: Provider hereby grants to Operator a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13(g)) license to (i) display the screens and any visual output from the underlying software and/or web-based applications and (ii) display and utilize the Documentation, in each case during the Term and solely for Operator’s business purposes in connection with its use of the Services
(c) Use Restrictions. Operator shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Operator shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, distribute or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services or Documentation, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(d) Reservation of Rights. Provider reserves all rights not expressly granted to Operator in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Operator or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Operator’s and any Authorized User’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Operator’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other Operator or vendor of Provider; (C) Operator, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Operator has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Operator or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Operator to access the Services; or (iii) in accordance with Section 6(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Operator and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Operator or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated User Data. Notwithstanding anything to the contrary contained in this Agreement, Provider may monitor Operator’s use of the Services and collect and compile Aggregated User Data. As between Provider and Operator, all right, title, and interest in Aggregated User Data, and all intellectual property rights therein, belong to and are retained solely by Provider. Operator acknowledges that Provider may compile Aggregated User Data based on Operator Data and Third-Party Operator Data input into the Services. Operator agrees that Provider may (i) make Aggregated User Data publicly available in compliance with applicable law, and (ii) use Aggregated User Data to the extent and in the manner permitted under applicable law; provided that such Aggregated User Data do not identify Operator, any Authorized User or Operator’s Confidential Information.
Operator Responsibilities.
Operator is responsible and liable for all uses of the Services and Documentation resulting from access provided by Operator, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Operator is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Operator will be deemed a breach of this Agreement by Operator. Operator shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. Operator shall promptly report to Provider all bugs and errors related to the Service(s) of which Operator becomes aware. Operator shall cooperate with Provider and Third-Party Product providers to the extent necessary for Provider to access Third-Party Operator Data and connect it to the Services.
Security; Data Privacy and Support.
(a) Security. Provider shall use commercially available security software for authentication and encryption of the Operator Data and the Third-Party Operator Data (if and to the extent any of the foregoing data is stored or transmitted by Provider) and will take such other security measures as may be required by regulatory authorities with jurisdiction over the Services. Operator acknowledges that transmission of data over the Internet may not be secure, even after such reasonable security measures have been taken, and Operator will hold Provider harmless from the dissemination, misappropriation, loss or corruption of data caused by third parties, provided Operator meets its covenants in this Section 5(a).
(b) Data Privacy. Operator hereby agrees that Operator shall not include within any Operator Data, and hereby represents and warrants that the Third-Party Operator Data does not include, any “personally identifiable information,” or information that is otherwise private, sensitive and/or protected by consumer data privacy laws. Provider hereby agrees that, except in connection with Provider’s provision of Services to Operator, it shall not utilize, monetize or otherwise share or disseminate to third parties the Operator Data or the Third-Party Operator Data.
(c) Support. The access rights granted hereunder entitle Operator to support services in accordance with Provider’s standard support policy during the Term (See [spareboxtech.com/support] (the “Support Policy“)). Any support services required by Operator that are in addition to or beyond the scope of the Support Policy may be subject to an additional fee, to be agreed upon by the parties in the Sales Order Form prior the provision of any such additional or expanded support services.
Fees and Payment.
(i) Fees. Operator shall pay Provider the fees, as they may be modified from-time-to-time by Provider (“Fees”), as set forth in the Sales Order Form, without offset or deduction, Operator shall make all payments hereunder in US dollars on or before the due date set forth in the Sales Order Form. If Operator fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of one percent (1.0%) per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Operator shall reimburse Provider for all collection costs incurred in connection with Operator’s late payment; and, (iii) if such failure continues for fifteen (15) days or more, Provider may suspend Operator’s and its Authorized Users’ access to all or any portion of the Services until such amounts are paid in full.
(ii) Payment. Unless otherwise specified in the Sales Order Form, all Fees shall be paid to Provider by Operator in advance (i) via check or ACH, or (iii) automatic debit, debit card or credit card, to be set up by Operator with Provider’s payment processing service. Provider may, in the event that automatic payment fails, directly invoice Operator for any applicable fees incurred by Operator from time-to-time in connection with the provision of Services. All fees are exclusive of applicable sales, excise, or use taxes, which shall be the sole responsibility of Operator.
Confidential Information.
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Ownership; Feedback.
(a) Operator Data and Third-Party Operator Data. Provider acknowledges that, as between Provider and Operator, Operator owns all right, title, and interest, including all intellectual property rights, in and to the Operator Data and Third-Party Operator Data. Operator hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Operator Data and Third-Party Operator Data and perform all acts with respect to the Operator Data and Third-Paty Operator Data as may be necessary for Provider (i) to provide the Services to Operator and (ii) to reproduce, distribute, modify, and otherwise use and display the Aggregated User Data.
(b) Provider IP. Operator acknowledges that, as between Operator and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
(c) Feedback. If Operator or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, suggestions or requests for new features or functionality relating thereto, or any comments, questions or the like (“Feedback”), Provider is free to use, and incorporate within subsequent versions of the Provider IP, such Feedback. Operator hereby assigns to Provider on Operator’s behalf, `and on behalf of its Authorized Users, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
Limited Warranty and Warranty Disclaimer.
(a) Limited Warranty. Provider warrants that the Services: (i) will conform in all material respects to the service levels set forth in the Sales Order Form when accessed and used in accordance with the Documentation (ii) will be provided to Operator free of viruses, Trojan horses, worms, spyware, or other malicious code or components and (iii) do not infringe or violate any valid copyright, patent, or non-disclosure agreement to which Provider is a party. The remedies set forth in Section 10 hereof are Operator’s sole remedies and Provider’s sole liability under the limited warranty set forth in this Section 9(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
(b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), THE SERVICES AND THE PROVIDER IP ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES AND THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET OPERATOR’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDER DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING UPTIME OR AVAILABILITY OF THE SERVICES.
Indemnification.
(a) Provider Indemnification.
(i) Provider shall indemnify, defend, and hold harmless Operator from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Operator resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights/US patents, copyrights, or trade secrets, provided that Operator promptly notifies Provider in writing of such Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
(ii) If a Third Party-Claim is made or appears possible, Operator agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Operator to continue use the Services. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Operator.
(iii) This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Operator Data; or (D) Third-Party Products; or (E) Third-Party Operator Data.
(b) Operator Indemnification. Operator shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against:
(i) Losses resulting from any Third-Party Claim that the Operator Data, or any use of the Operator Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; and
(ii) any Losses to Provider resulting from Operator’s or any Authorized User’s (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement; (C) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (D) modifications to the Services not made by Provider, provided that Operator may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 10 SETS FORTH OPERATOR’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER’S LIABILITY UNDER THIS SECTION 10 EXCEED $5,000.
Limitations of Liability.
IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12-month PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $5,000, WHICHEVER IS LESS.
Term and Termination.
(a) Term. Unless otherwise provided in the Sales Order Form, the initial term of this Agreement shall be thirty (30) days (the “Initial Term”), commencing on the Effective Date, which Initial Term shall automatically renew for successive thirty (30) day periods unless terminated by one of the Parties in accordance with the provisions of this Section 12.
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) Provider may terminate this Agreement upon thirty (30) days’ written notice to Operator.
(ii) Operator may terminate this Agreement upon thirty (30) days’ written notice to Provider (an “Operator Termination for Convenience”). Notwithstanding the foregoing, if the Sales Order Form provides for an Initial Term greater than one (1) month (a “Discounted Term”), then an Operator Termination for Convenience shall only become effective upon the payment by Operator to Provider of fifty percent (50%) of the Fees due to Provider for the remainder of any such Discounted Term;
(iii) Provider may terminate this Agreement, effective on written notice to Operator, if Operator: (A) fails to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after Provider’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 7;
(iv) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(v) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Effect of Expiration or Termination.
(i) Upon expiration or earlier termination of this Agreement, Operator shall discontinue use of the Provider IP and, without limiting Operator’s obligations under Section 7, Operator shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Operator’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Operator to any refund.
(ii) Upon expiration or earlier termination of this Agreement, Provider shall (A) discontinue use of the Operator Data and the Third-Party Operator Data and (B) Provider shall, if requested by Operator, at Operator’s sole cost and expense, reasonably cooperate with Operator, and use commercially reasonable efforts, to migrate the Operator Data to a third-party service provider.
(d) Survival. This Section 12(d) and Sections 2, 5(b), 7, 8, 10, 11, and 13 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Miscellaneous.
(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, and any other documents or electronic inputs incorporated herein by reference, the terms of this Agreement shall control unless explicitly stated otherwise in such other documents or electronic inputs.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section 13(b).
(c) Force Majeure. In no event shall Provider be liable to Operator, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’ reasonable control, including but not limited to acts of God, flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in a writing and signed by an authorized representative of each Party. Notwithstanding the foregoing, Provider may, from time-to-time, upon not less than 14 days’ written notice, publish revisions to this Agreement which will be binding on all of its customers, including Operator. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of State of Delaware in each case located in the city of Wilmington and County of New Castle and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment. Provider may assign all its rights and obligations under this Agreement upon written notice to Operator. Operator may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld, conditioned, or delayed, except in connection with a transaction involving the sale of all or substantially all of the assets or ownership interests of Provider, in which case any proposed assignment shall take effect upon not less than thirty (30) days’ written notice from Operator to Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(h) Export Regulation. Operator shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Operator Data outside the US.
(i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Operator, Section 3(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.