General Terms & Conditions

These General Terms & Conditions (these “Terms”) are entered into between G GROUP HOLDINGS., LLC DBA PATTERNOLOGY (“PATTERNOLOGY”), and the client (“Client” or “you”) identified on the Services Agreement between the parties or such other agreement between the parties as may reference or incorporate these Terms.

As used below, the “Agreement” means, together, (i) the Services Agreement or such other agreement between the parties as may reference or incorporate these Terms, (ii) all Order Forms (as defined below), and (iii) all additional terms and policies, whether located online, attached to an Order Form, or otherwise made available to Client, that are referenced by the Agreement (“Additional Terms”), including all applicable privacy policies. All Additional Terms and Order Forms are incorporated by reference into and form a part of the Agreement.

1.Scope

Subject to Client’s compliance with the Agreement, PATTERNOLOGY will provide the services described in each order form entered into by the parties (“Order Form(s)”) pursuant to the Agreement (together, “Services”). Order Forms are subject to the terms of the Agreement and must be signed by both parties. The term “Services” includes without limitation all Tools and Service Results (each as defined below), as well as any training, setup, and other services as may be described in the Order Forms, for which services PATTERNOLOGY is responsible for providing all necessary personnel. “Tools” means all online platforms and services, software applications, and other tools described in the Order Forms (including all related user guides and documentation), as well as any upgrades, updates, improvements, bug fixes, and other modifications to the same. PATTERNOLOGY reserves the right, in its sole discretion, to update, upgrade, and otherwise modify the Tools at any time. PATTERNOLOGY may engage third-party contractors to provide the Services.

2.Use of Tools.

Permitted Use. Subject to any applicable restrictions contained in the Additional Terms and Client’s compliance with the Agreement, PATTERNOLOGY hereby grants to Client a nonexclusive, revocable (as permitted by the Agreement), nontransferable, non-assignable, nonsublicensable, limited right to, for the duration of the term stated in the applicable Order Form, access and use the Tools solely for Client’s internal business purposes as provided in the applicable Order Form (“Permitted Use”).
Access. Client will limit access to the Tools to Client’s employees, contractors, and agents who both need to access the Tools for purposes of their work for Client and are bound by use restrictions and confidentiality obligations no less restrictive than those contained in the Agreement; provided that under no circumstances may those users include any competitor of PATTERNOLOGY. Client will ensure that each such employee, contractor, and agent agrees to any end user terms contained in or on any Tools prior to using those Tools. If any provision of those end user terms conflicts or is inconsistent with any provision of the Agreement, then, as between PATTERNOLOGY and Client, the Agreement will control. Client is responsible for all access to and use of the Tools by Client’s employees, contractors, agents, and all other persons whom Client permit to access or use the Tools. Client is responsible for maintaining the confidentiality of any usernames, passwords, and other log-in credentials used to access or use the Tools, including those assigned by PATTERNOLOGY. Client will promptly notify PATTERNOLOGY of any unauthorized access to or use of the Tools of which Client becomes aware. Third-Party Materials may be subject to and Client’s ability to use Third-Party Materials may be conditioned on Client’s acceptance of terms or agreements directly with the applicable third-party owner, distributor, or provider. “Third-Party Materials” means all information and materials, in any form or medium, including any open source or other software or computer code, documents, data, content, specifications, products, and components of or relating to the Services that are not proprietary to PATTERNOLOGY.
Use Restrictions. Client will not, and Client will direct its employees, contractors, and agents not to, (i) access or use any Tools for purposes other than the Permitted Use; (ii) copy, reproduce, sell, license, rent, reconfigure, reverse-engineer, disassemble, decompile, prepare any derivative works of, discover the underlying ideas behind, discover the source code of, combine with other computer code or materials, translate, adapt, update, or modify the Tools or any part thereof; (iii) obscure, remove, or alter any proprietary markings, designations, or notices in or on the Tools; (iv) develop, assist in developing, or have developed on Client’s own or any other person’s behalf software, products, or services that compete with or are substantially similar to the Tools; (v) use the Tools for unlawful purposes; (vi) send any unsolicited messages, chain letters, spam, or junk mail using the Tools; (vii) impersonate or attempt to impersonate another person or business while using the Tools; (viii) provide inaccurate information via the Tools; (ix) commit fraud or falsify information in connection with Client’s use of the Tools; (x) transmit using the Tools any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other harmful computer code or programming routines; or (xi) use the Tools in combination with any Client or third-party products, software, or services without PATTERNOLOGY’S prior written authorization.

3. Client Responsibilities

Client alone is responsible for setting up, maintaining, and operating its computers, other devices and hardware, operating systems, information technology infrastructure, databases, software not provided directly by PATTERNOLOGY, Internet access, and wireless networks as necessary to receive, access, and use the Services. Client understands and agrees that PATTERNOLOGY’S ability to provide the Services is dependent on Client’s timely provision of relevant data and other materials and Client agrees to timely provide the same to PATTERNOLOGY. Client will obtain and maintain in effect all permissions, consents, and authorizations that are required by applicable law for Client to provide those data and other materials to PATTERNOLOGY. Client will provide all cooperation and resources as PATTERNOLOGY may reasonably request to enable PATTERNOLOGY to perform its obligations and exercise its rights under the Agreement. PATTERNOLOGY is not liable for any delay or failure of performance to the extent caused by Client’s delay in performing or failure to perform any of its obligations under the Agreement (including any Order Form). Client will receive, access, and use the Services only in compliance with all applicable laws and regulations.

4. Fees & Expenses.

Fees for the Services are as stated in the Order Forms (“Fees”). Unless otherwise stated in an Order Form, recurring Fees are due monthly or annually in advance, as applicable, and one-time Fees are due upon full execution of the Order Form. All other amounts are due to PATTERNOLOGY within 30 days of the date of the applicable invoice. Fees are exclusive of any applicable sales taxes and similar charges. Client is responsible for any taxes and similar charges imposed as a direct result of the Services, excluding any taxes on PATTERNOLOGY’S net income. Client will reimburse PATTERNOLOGY the cost, without mark-up, of PATTERNOLOGY’S reasonable out-of-pocket expenses incurred in the course of performing the Services, including all travel and accommodation expenses. Any amounts not paid when due will bear late charges equal to the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. Except as may be expressly stated in an Order Form or elsewhere in the Agreement, all Fees are nonrefundable.

5. Term & Termination.

Term; Renewal. The Agreement commences on the Effective Date specified therein and continues until terminated in accordance with its terms or until all Order Forms have expired or otherwise terminated and the parties have not entered into any new Order Form for 12 months.
Termination for Cause. Either party may terminate the Agreement or any Order Form upon written notice to the other party, effective as of the date specified in that notice, if the other party has materially breached the Agreement or the applicable Order Form and the breach is not cured within 30 days after the date of initial written notice of the breach. For purposes of this subsection, any failure by Client to pay amounts due to PATTERNOLOGY under the Agreement within 15 days after the applicable due date will be considered a material breach. Upon any termination by PATTERNOLOGY under this subsection, Client will promptly pay PATTERNOLOGY all outstanding Fees and other amounts due to PATTERNOLOGY under the Agreement.
Effect of Termination. Upon any expiration, nonrenewal, or other termination of the Agreement or any Order Form, (i) Client will and will direct all of its employees, contractors, and agents to immediately cease all access to and use of the Tools and PATTERNOLOGY Confidential Information (as defined below), (ii) Client will immediately pay to PATTERNOLOGY any amounts outstanding under the Agreement (including all Order Forms), (iii) Client will promptly destroy all PATTERNOLOGY Confidential Information in its possession, custody, or control and will ensure all of Client’s employees, contractors, and agents do the same, and (iv) Client will, upon PATTERNOLOGY’S request, certify in writing to PATTERNOLOGY its compliance with this subsection. Sections 4 (as applicable), 5 (as applicable), 6, 7, 8, 9, 10, 12, 13, 14, 15, and 17 survive any termination of the Agreement. Termination of any individual Order Form does not terminate any other Order Form or the Agreement; termination of the Agreement terminates all Order Forms then in effect.
Use Restrictions Client will not, and Client will direct its employees, contractors, and agents not to, (i) access or use any Tools for purposes other than the Permitted Use; (ii) copy, reproduce, sell, license, rent, reconfigure, reverse-engineer, disassemble, decompile, prepare any derivative works of, discover the underlying ideas behind, discover the source code of, combine with other computer code or materials, translate, adapt, update, or modify the Tools or any part thereof; (iii) obscure, remove, or alter any proprietary markings, designations, or notices in or on the Tools; (iv) develop, assist in developing, or have developed on Client’s own or any other person’s behalf software, products, or services that compete with or are substantially similar to the Tools; (v) use the Tools for unlawful purposes; (vi) send any unsolicited messages, chain letters, spam, or junk mail using the Tools; (vii) impersonate or attempt to impersonate another person or business while using the Tools; (viii) provide inaccurate information via the Tools; (ix) commit fraud or falsify information in connection with Client’s use of the Tools; (x) transmit using the Tools any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other harmful computer code or programming routines; or (xi) use the Tools in combination with any Client or third-party products, software, or services without PATTERNOLOGY’S prior written authorization.

6. Client Input.

“Client Input” means all data, information, and other materials provided or on behalf of Client to PATTERNOLOGY in connection with the Services, including all information that is entered into, submitted to, uploaded to, or otherwise provided via any Tools by or on behalf of Client or its end users. Client alone is responsible for all Client Input and for the legality and appropriateness thereof. Client will provide Client Input to PATTERNOLOGY in the format requested by PATTERNOLOGY. Client will use reasonable efforts to not provide to PATTERNOLOGY any information that identifies or could be used to identify Client’s customers beyond as reasonably necessary for the performance of this Agreement. PATTERNOLOGY may modify, adapt, copy, analyze, create derivative works of, combine with other data and materials, distribute, display, publish, commercially exploit, and otherwise use in perpetuity throughout the world all Client Input (a) for purposes of providing the Services and (b) in any manner for its business purposes, provided that PATTERNOLOGY will not use Client Input under this clause (b) in a way that allows Client or any individual user of the Services to be identified by a third party.

7. Service Results.

Permitted Use. “Service Results” means all analyses, data, reports, output, findings, predictions, recommendations, and other information and materials prepared by or on behalf of PATTERNOLOGY and provided to Client as a result of the Services, regardless of format or medium, including materials generated or output by the Tools and materials based on or reflecting Client Input. Subject to any restrictions contained in the applicable Additional Terms or Order Form, PATTERNOLOGY hereby grants to Client a nonexclusive, revocable (as permitted by the Agreement), nontransferable, non-assignable, non-sublicensable, limited license to, for the duration of the term of the Agreement, use the Service Results for Client’s internal business purposes solely within the business unit(s) specified on the applicable Order Form.
Use Restrictions.Except to the extent incorporated into Client’s published pricing for its products and services, Client will not sell, license, rent, distribute, or otherwise disclose any Service Results to any third party (including any Client affiliates unless such affiliates are specifically mentioned on the applicable Order Form as a recipient of the Services). Client will not, and Client will direct its employees, contractors, and agents not to, (a) reverse-engineer, disassemble, decompile, prepare any derivative works of, discover the underlying ideas behind, combine with other materials, translate, adapt, or modify the Service Results, (b) obscure, remove, or alter any proprietary markings, designations, or notices in or on any Service Results, or (c) use any Service Results for unlawful purposes.
Implementation.Client will carefully review and analyze all Service Results. Client alone is responsible for the adoption and implementation of any and all Service Results and for all results and consequences of decisions made by or on behalf of Client, including any negative or adverse results. PATTERNOLOGY is not responsible for Client’s use of or reliance on any Service Results. Client understands and acknowledges that the Service Results are based on statistical analyses that cannot take into account variables and specific facts relating to Client’s individual customers.

8. Intellectual Property Rights.

PATTERNOLOGY and its suppliers and licensors, as applicable, are and will remain the exclusive owners of all right, title, and interest in and to the Services (including all Tools and Service Results) and all ideas, concepts, know-how, methodologies, techniques, discoveries, and inventions related to the same, including all patent, copyright, trademark, trade secret, and other intellectual property and proprietary rights throughout the world in or to any of the foregoing, whether owned or developed by or on behalf of PATTERNOLOGY or its suppliers or licensors prior to, during, or after the term of the Agreement, and including all modifications, enhancements, improvements, and derivative works of any of the foregoing, regardless of when created or by whom. PATTERNOLOGY and its affiliates will be free to use any general knowledge, experience, skills, ideas, concepts, techniques, and know-how that are retained in the memory of PATTERNOLOGY’S personnel in connection with the Agreement or the Services. PATTERNOLOGY is the exclusive owner of and Client hereby irrevocably assigns to PATTERNOLOGY at no cost all right, title, and interest (including all intellectual property rights) in and to all feedback pertaining to the Services as may be provided by Client or its employees, contractors, or agents, including suggestions, enhancements, recommendations, and other comments; Client warrants that no such feedback is confidential to Client. Client understands that such feedback may be used by PATTERNOLOGY or its affiliates for any purpose but that neither PATTERNOLOGY nor its affiliates are required to use such feedback. Third-Party Materials are owned by their respective owners. Except as expressly stated in the Agreement, no licenses or other rights, express or implied, are granted by PATTERNOLOGY to Client under any patent, copyright, trademark, trade secret, or other intellectual property right of PATTERNOLOGY or its affiliates and all such rights are reserved and retained by PATTERNOLOGY and its affiliates, as applicable.

9. Confidentiality.

Confidential Information. “Confidential Information” means all information disclosed in connection with the Services or the Agreement by or on behalf of either party (“Disclosing Party”) to the other party or otherwise obtained by the other party (“Receiving Party”), whether or not identified as “confidential,” that the disclosing party considers or protects as confidential and that should be reasonably understood to be confidential given the content of the information and the circumstances of its disclosure, including marketing, advertising, distribution, and sales practices; information pertaining to the Disclosing Party’s or its affiliates’ products or services; financial information; customer and vendor lists and information; strategies and business plans; business models; policies, methods, and processes; technical specifications; designs, drawings, schematics, models, and prototypes; software applications; computer code; technology; know-how; ideas; inventions; trade secrets; algorithms; data; and all information identified as confidential or proprietary. Notwithstanding anything to the contrary in the Agreement, PATTERNOLOGY’S Confidential Information includes the terms of the Agreement, all Tools, and all Service Results. Confidential Information may be in any form. Confidential Information is solely the property of the Disclosing Party.
Exclusions.The Disclosing Party’s Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a direct or indirect disclosure by the Receiving Party; (ii) is or becomes available to the Receiving Party from a third-party source not under an obligation of confidentiality to the Disclosing Party; (iii) was lawfully known to the Receiving Party prior to its disclosure by or on behalf of the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Nonuse; Nondisclosure.The Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose except as necessary to perform its obligations or exercise its rights under the Agreement. The Receiving Party will not disclose the Disclosing Party’s Confidential Information except to its employees, contractors, agents, and professional advisors who have a need to know for purposes of performing the Receiving Party’s obligations or exercising the Receiving Party’s rights under the Agreement, provided those persons are bound by confidentiality obligations as least as stringent as those contained in the Agreement. The Receiving Party will use the same measures to protect the Disclosing Party’s Confidential Information from unauthorized use and disclosure as it uses to protect its own most confidential information, but in no event less than a reasonable degree of care. The Receiving Party will be responsible for any breaches of this Section 9 by its employees, contractors, agents, and professional advisors. Notwithstanding anything to the contrary in this Section 9, nothing in this Section 9 (i) limits or interferes with PATTERNOLOGY’S rights to use Client Input as specifically provided in the Agreement nor (ii) expands Client’s rights to use Service Results beyond the use specifically permitted in the Agreement.
Third-Party Requests.If a third party requests that the Receiving Party disclose the Disclosing Party’s Confidential Information pursuant to a subpoena, summons, search warrant, governmental order, or other lawful process, the Receiving Party will notify the Disclosing Party in writing promptly upon its receipt of the request to the extent permitted by lawand will, at the Disclosing Party’s expense, provide cooperation as the Disclosing Party may reasonably request in resisting the release of the Confidential Information. If the Receiving Party remains obligated to release the Confidential Information, the Receiving Party may release the requested Confidential Information, provided it releases only the Confidential Information that the Receiving Party’s legal counsel advises is required to be released in order to comply with the request.

10. Privacy Policy.

PATTERNOLOGY and its suppliers and licensors may collect certain information from Client’s use of Tools as described in the privacy policies posted on or incorporated into those Tools, which privacy policies are incorporated into the Agreement by reference. Client’s use of such Tools constitutes Client’s consent to the information collection, use, and sharing described in such privacy policies.

11. Warranties.

Each party represents and warrants that it has the authority to enter into the Agreement and to perform its obligations under the Agreement and that it is under no contractual obligation that will interfere with its ability to satisfy its obligations under the Agreement. PATTERNOLOGY represents and warrants that it will perform the Services in a professional manner. Client represents and warrants that the Services will not be accessed or used in any manner not permitted by the Agreement, that it will perform its obligations and exercise its rights under the Agreement in compliance with all applicable laws and regulations (including any applicable export or import laws or regulations), and that it has the full ability and legal right to provide Client Input to PATTERNOLOGY as contemplated by the Agreement.

11. Warranties.

12. DISCLAIMER OF WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS MAY BE EXPRESSLY STATED IN THESE TERMS, THE SERVICES (INCLUDING ALL TOOLS AND SERVICE RESULTS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND PATTERNOLOGY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, WITH REGARDS TO THE SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. PATTERNOLOGY DOES NOT WARRANT THAT THE SERVICES WILL BE FREE OF ERROR, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. PATTERNOLOGY DOES NOT GUARANTEE THE QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. PATTERNOLOGY HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY CLIENT INPUT OR USER COMMUNICATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE APPLICABLE THIRD-PARTY OWNER, DISTRIBUTOR, OR PROVIDER. CLIENT ACKNOWLEDGES AND AGREES THAT THE TOOLS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, WIRELESS NETWORKS, ELECTRONIC COMMUNICATIONS, AND THIRD-PARTY SOFTWARE. PATTERNOLOGY IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES, FOR ANY DAMAGES OR LOSSES RESULTING FROM THOSE PROBLEMS, NOR FOR ANY PROBLEMS OUTSIDE OF PATTERNOLOGY’S REASONABLE AND DIRECT CONTROL. PATTERNOLOGY MAKES NO REPRESENTATION THAT THE TOOLS ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED IN ANY MANNER FROM THE TOOLS CREATES ANY WARRANTY.

13. Indemnification by PATTERNOLOGY.

PATTERNOLOGY will indemnify, defend, and hold harmless Client and its directors, officers, employees, owners, contractors, and agents from and against all third-party claims, complaints, actions, lawsuits, demands, and proceedings (together, “Claims”) arising out of or in connection with the gross negligence or willful misconduct of PATTERNOLOGY, as well as all losses, liabilities, damages, judgments, settlements, fees, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (together, “Losses”) finally awarded by a court of competent jurisdiction as a result of those Claims.

14. Indemnification by Client.

Client will indemnify, defend, and hold harmless PATTERNOLOGY, its affiliates, and their respective directors, officers, employees, owners, contractors, agents, representatives, suppliers, licensors, successors, and assigns (together, “PATTERNOLOGY Parties”) from and against all Claims, as well as all Losses incurred as a result of those Claims, arising out of or in connection with (a) the gross negligence or willful misconduct of Client or its employees, contractors, or agents; (b) access to or use of the Services by or on behalf of Client or its employees, contractors, or agents, including use for unlawful purposes; (c) any Client Input, including PATTERNOLOGY’S use thereof; (d) any breach of the Agreement by Client or its employees, contractors, or agents; or (e) violations of law or noncompliance with regulations or by Client or its employees, contractors, or agents.

15. LIMITATION OF LIABILITY.

IN NO EVENT WILL THE PATTERNOLOGY PARTIES OR CLIENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES, FOR ANY LOSS OF DATA, BUSINESS, OR REVENUE, NOR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE AGREEMENT, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A PATTERNOLOGY PARTY OR CLIENT HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE, BUT EXCLUDING ANY DAMAGES AVAILABLE UNDER APPLICABLE LAW FOR VIOLATION OF PATTERNOLOGY’S OR ITS AFFILIATES’ INTELLECTUAL PROPERTY RIGHTS. ADDITIONALLY, THE PATTERNOLOGY PARTIES’ MAXIMUM LIABILITY IN CONNECTION WITH THE SERVICES OR THE AGREEMENT ARISING OUT OF ANY CLAIM WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO PATTERNOLOGY UNDER THE APPLICABLE ORDER FORM DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE OR ELSEWHERE IN THIS AGREEMENT, IN NO EVENT WILL THE PATTERNOLOGY PARTIES BE LIABLE FOR LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIRD-PARTY MATERIALS, INCLUDING CLIENT’S ACCESS TO OR USE THEREOF.

16. Use of Marks.

Neither party may, without the other party’s prior written consent, use the names, logos, trademarks, or service marks of the other party, except that PATTERNOLOGY may identify Client as a customer in PATTERNOLOGY’S marketing materials and sales presentations and on PATTERNOLOGY’S customer lists, including on PATTERNOLOGY’S websites. Prohibited uses and disclosures by Client include advertising and marketing materials, publications, sales presentations, press releases, and public announcements.

17. General.

Force Majeure. Except for Client’s payment obligations, neither party will be liable for failure or delay in performing any obligation under the Agreement due to circumstances beyond its reasonable control that prevent it from performing its obligations, including acts of God, fires, floods, other acts of nature, actions of government, civil disturbances, terrorism, national emergencies, and power, communications, satellite, or network failures or outages.
Relationship of the Parties.PATTERNOLOGY is an independent contractor of Client. The Agreement does not create any agency, partnership, joint venture relationship, other form of joint enterprise, employment, or fiduciary relationship between the parties, their affiliates, or their respective employees, contractors, or agents. Neither party has any authority to contract for or bind the other party in any manner or make any representation or commitment on behalf of the other party.
Notice. All notices, consents, and other communications permitted or required to be given under the Agreement must be in writing and addressed to the recipient’s address specified in the Agreement or a replacement address as the recipient may provide in accordance with this subsection and will be deemed validly given upon delivery if personally delivered with fees prepaid (including by a recognized courier service); upon receipt if delivered by certified or registered mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or on the date the email or fax is sent, provided a hard copy is also provided via one of the foregoing methods. Where PATTERNOLOGY is the recipient, a copy of each communication must be sent to support@patternology.ai in order to be valid.
Assignment. The client will not assign the Agreement without PATTERNOLOGY’S prior written consent. Any attempted assignment by Client will be void. PATTERNOLOGY may assign the Agreement without Client’s consent, including to a PATTERNOLOGY affiliate, in the event of a merger, acquisition, consolidation, reorganization, sale of equity securities, sale of substantially all its assets or stock, similar transaction, or otherwise. Subject to the foregoing, the Agreement is binding upon and inures to the benefit of the parties’ respective successors and assigns.
Governing Law. The Agreement is governed by the laws of the state of California, without regard for its conflict of law principles. Venue is exclusively in the state or federal courts, as applicable, located in Orange County, California, with respect to any dispute arising under the Agreement. Client hereby waives any objection to personal jurisdiction or improper venue in those courts, as well as any right to assert forum non-convenience.
Dispute Resolution. Each party will, prior to initiating a legal proceeding under the Agreement, consult with the other party regarding any claim, controversy, or dispute arising under the Agreement and will, in good faith, negotiate with the other party in an attempt to resolve the claim, controversy, or dispute on an amicable basis for a period of 10 days.
Injunctive Relief. Either party’s breach of Section 9 and Client’s breach of Sections 2, 7, 8, or 11 would cause irreparable harm to the other party or monetary damages would be insufficient to remedy that harm. Accordingly, and notwithstanding Section 17.F. in the event of actual or threatened breach of any of those sections, the non-breaching party will be entitled to injunctive relief, without the need to post bond, prove damages, or meet any similar requirement, as well as any other remedies available at law or at equity.
Interpretation. If any term of the Agreement is held to be invalid or unenforceable in any jurisdiction, that term will be ineffective in that jurisdiction to the extent of the invalidity or unenforceability, without invalidating any other term of the Agreement. The headings in these Terms are for convenience only and will not affect the construction or interpretation of these Terms.