SOURCETABLE, INC.
Terms of Use Agreement
Last Updated: May 12, 2023
Please read these Terms of Use (these "Terms") carefully before clicking "I Accept", using the Sourcetable, Inc. ("Sourcetable", "us", "our", and "we") Services (as defined below), and/or accessing our website located at https://sourcetable.com/ (the "Website"). By clicking "I Accept" or by using the Services in any way, you or the legal entity that you represent ("Customer") are unconditionally consenting to be bound by and becoming a party to this agreement with Sourcetable and you represent and warrant that you have the authority to bind such entity to this Agreement. If you do not unconditionally agree to all of the terms of this Agreement, any use of the Services, including the Sourcetable Platform, is strictly prohibited. Certain features of the Services may be subject to additional guidelines, terms or rules ("Supplemental Terms"), which will be made available in connection with such features. All such Supplemental Terms are incorporated by reference into these Terms. If these Terms are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such feature or services. These Terms and any applicable Supplemental Terms are referred to herein as the "Agreement."
Please note that this Agreement is subject to change by Sourcetable in its sole discretion at any time. When changes are made, we will make a new copy of this Agreement available on the Website. We will also update the "Last Updated" date at the top of the Agreement. If we make material changes to this Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via the e-mail associated with your account or another manner through the Website (which may include posting an announcement on the Website). Sourcetable may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any of the changes after receiving a notice of such changes, you shall stop accessing and using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such changes.
1. DEFINITIONS. Capitalized terms will have the meanings set forth in this Section, or in the Section where they are first used.
1.1 "Authorized User" means each of Customer's employees, independent contractors and developers or users who are authorized to access the Services pursuant to Customer's rights under this Agreement.
1.2 "Chatbot" means Sourcetable's software application that responds to user requests with automated replies, as found through the spreadsheet interface.
1.3 "Confidential Information" has the meaning given in Section 10.1 .
1.4 "Customer Materials" means any content or materials of Customer or third parties provided or transmitted by Customer or its Authorized Users in connection to Customer's use of the Services.
1.5 "Documentation" means any digital instructions, on-line help files, technical documentation, user manuals or other materials made available by Sourcetable to Customer describing the intended operation of the Services.
1.6 "Fees" means the fees for the Services which are described on Sourcetable's pricing webpage at https://sourcetable.com/pricing .
1.7 "Intellectual Property Rights" means any and all now known or hereafter existing: (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
1.8 "Services" means any services provided by Sourcetable to Customer under this Agreement, including, but not limited to, access to and use of the Sourcetable Platform, including any artificial intelligence (AI) functionality, and any supplemental services, as applicable, based on the account tier Customer selects, as further described on Sourcetable's pricing webpage.
1.9 "Sourcetable Platform" means the platform and related services that Sourcetable provides to Customer hereunder, currently contemplated to comprise Sourcetable's data storage and integration services, collaborative spreadsheet, Chatbot, and other related services, which may include pivots, charting, graphing and dashboarding features, templates, an SQL editor, and an SQL GUI.
1.10 "Term" has the meaning given in Section 7.1 .
2. PROVISION OF SERVICES.
2.1 Access. Subject to Customer's payment of the Fees, if applicable, Sourcetable will provide Customer and its Authorized Users with access to the Services. In order to access the Services, Customer may be required to become a Registered User, and accept this Agreement. For the purposes of this Agreement, a "Registered User" is a Customer who has registered an account on the Website ("Account") on behalf of an organization seeking to use the Services for internal business purposes. Each Account shall have a designated administrative user, who shall initially be the first user of Customer to accept this Agreement on Customer's behalf, and Accounts may have multiple Registered Users associated with the Account. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Sourcetable promptly of any such unauthorized use known to Customer.
2.2 Sourcetable Communications . By entering into this Agreement, using the Services or otherwise providing us with your email address, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to operational communications concerning your Account or the use of the Services and updates concerning new and existing features on the Services. If you provide us with your email address, you agree we may use it to send you communications relating to promotions run by us or our third-party partners (such as free trial offers, customer referral bonuses, and sales offers), marketing and news concerning Sourcetable, and industry developments ("Promotional Communications"). IF YOU WISH TO OPT OUT OF PROMOTIONAL COMMUNICATIONS SENT VIA EMAIL, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. Regardless of the opt-in method you use to enroll, you agree that your use of the Services is governed by this Agreement.
3. INTELLECTUAL PROPERTY.
3.1 License Grant. Subject to the terms and conditions of this Agreement, Customer shall have a non-exclusive, revocable, limited, non-transferable (except as permitted under Section 11.4 (Subcontracts; Assignment)), restricted right during the Term, solely for Customer's internal business purposes and in accordance with the applicable Documentation and limitations set forth in this Agreement to access and use the Services. Customer may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement.
3.2 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) allow any third party to access the Services; (b) modify, adapt, alter or translate the Services; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer, or make available on a service bureau basis, Customer's rights to access the Services; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code, or the underlying ideas, algorithms, structure, training data, models (including large language models), prompts or organization, of the Services, except as permitted by law; (e) interfere in any manner with the operation of the Services; (f) modify, copy or make derivative works based on any part of the Services, including the underlying ideas, algorithms, structure, training data, models (including large language models), prompts or organization; (g) access or use the Services, or the underlying ideas, algorithms, structure, training data, models (including large language models), prompts or organization, to build a similar or competitive infrastructure or database product or service or otherwise engage in competitive analysis of the Services; (h) attempt to access the Services through any unapproved interface; (i) attempt to gain unauthorized access to any of Sourcetable's datacenters, systems or networks; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Sourcetable or its licensors on the Services; or (k) otherwise use the Services in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law or this Agreement.
3.3 Ownership. The Services, including the Sourcetable Platform and Documentation and all worldwide Intellectual Property Rights in the Services, are the exclusive property of Sourcetable and its licensors. All rights in and to the Services not expressly granted to Customer in this Agreement are reserved by Sourcetable and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services or any parts thereof.
3.4 Beta Services . From time to time, Sourcetable may offer services identified as beta, pilot, developer preview, non-production, evaluation or by a description of similar import ("Beta Services"). Customer may accept or decline Beta Services. If accepted by Customer, Beta Services: (a) are provided only for evaluation purposes; (b) may not be relied on by Customer for production use; (c) may not be supported; and (d) may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire on the date that a version of the Beta Services becomes generally available or is discontinued. Sourcetable may discontinue Beta Services at any time in its sole discretion and may never make Beta Services generally available. ALL BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. BETA SERVICES MAY BE TERMINATED AT ANY TIME. SOURCETABLE DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO CUSTOMER MATERIALS. ANY CONFIGURATIONS OR CUSTOMER MATERIALS ENTERED INTO BETA SERVICES, AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR CUSTOMER, MAY BE PERMANENTLY LOST IF THE BETA SERVICES ARE SUSPENDED, TERMINATED, OR DISCONTINUED.
3.5 No Support or Maintenance . Except as may otherwise be set forth in any Supplemental Terms, you acknowledge and agree that Sourcetable will have no obligation to provide you with any support or maintenance in connection with the Service.
3.6 Open Source Software. Certain items of software may be provided to Customer with the Services and are subject to "open source" or "free software" licenses ( "Open Source Software"). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Section 3.1 . Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.
3.7 Third Party Services. The Services may contain data, links or connections to or from third party websites, products or services that are not owned or controlled by Sourcetable, including but not limited to Microsoft Azure for data hosting, OpenAI for the Chatbot and other components of the Services, Fivetran for data ingestion, Amazon Web Services for platform hosting, and any third party services you select as data sources ("Third Party Services"). When you access or use Third Party Services, or data provided thereby, you accept that there are risks in doing so, and that Sourcetable is not responsible for such risks, or the reliability thereof. We also encourage you to read the terms and conditions and privacy policy of all Third Party Services service providers that you visit or utilize. Sourcetable has no control over, and assumes no responsibility for, the information, accuracy, privacy policies, services, or practices of or opinions expressed in any Third Party Services.
3.8 Customer Materials . Customer and its suppliers retain all of their rights, including all Intellectual Property Rights, in and to the Customer Materials; provided that Customer hereby grants Sourcetable a royalty-free, sublicensable, non-exclusive, worldwide license to use and otherwise exploit the Customer Materials in order to provide the Services to Customer.
4. FEES AND EXPENSES; PAYMENTS.
4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by Sourcetable under this Agreement, Customer will pay to Sourcetable the Fees based on the account tier Customer selects as set forth on Sourcetable's pricing webpage at https://sourcetable.com/pricing . All payment obligations are non-cancelable, and Fees are non-refundable. For existing Customers, the Fees in effect at the time Customer became a Registered User shall apply. Notwithstanding the foregoing, Sourcetable reserves the right to modify the Fees payable hereunder or its pricing model at any time during the Term upon written notice, which Fees shall go into effect at the end of the period specified in such notice. Any such change to the Fees shall go into effect immediately for new Accounts created after the date of the change in Fees. If a payment is not successfully settled, due to insufficient funds, or otherwise, Customer remains responsible for any uncollected amounts and authorizes Sourcetable to continue billing the Payment Provider (as defined below), as it may be updated. Sourcetable reserves the right (in addition to any other rights or remedies Sourcetable may have) to discontinue the Services and suspend all Authorized Users' and Customer's access to the Services if any Fees are more than fifteen (15) days overdue (and Customer has not provided Sourcetable with a valid Payment Provider) until such amounts are paid in full.
4.2 Payment Method. Unless otherwise agreed in writing by you and Sourcetable, you must provide a valid credit card, or any other payment provider as accepted by Sourcetable in its sole discretion (each, a "Payment Provider") as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not these Terms, to determine your rights and liabilities. Sourcetable uses third party payment processors, which may include Stripe, Inc. and its affiliates as its third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (a "Payment Processor"). By completing a payment on our Website to use or access the Services, you agree to the Payment Processor's privacy policy and to be bound by its terms of service and hereby consent and authorize Sourcetable and its Payment Processor to share any information and payment instructions you provide with one or more Payment Processor(s) to the extent required to complete your transactions. By providing your credit card number and associated payment information, you agree that Sourcetable, or its Payment Processor on Sourcetable's behalf, is authorized to immediately invoice your Account for all Fees as they become due and payable and that no additional notice or consent is required. You agree to immediately update your payment settings with any changes in your billing address or the credit card used for payment hereunder.
4.3 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Sourcetable's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Services to Customer. Customer will make all payments of Fees to Sourcetable free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Sourcetable will be Customer's sole responsibility, and Customer will provide Sourcetable with official receipts issued by the appropriate taxing authority, or such other evidence as the Sourcetable may reasonably request, to establish that such taxes have been paid.
4.4 Interest . Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
5.1 Customer Responsibilities. Customer: (a) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Sourcetable promptly of any such unauthorized access or use thereof; (b) is responsible for providing Sourcetable with access to any Customer Data to support performance of the Service, and acknowledges that it is solely responsible for any and all obligations with respect to the accuracy, quality, and legality of the Customer Data, including obtaining appropriate consents to share and use Customer Data as contemplated in this Agreement and the Documentation; (c) is responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Services, including as set forth in the Documentation, and Customer will be solely responsible for its failure to maintain such equipment, software and services, and Sourcetable will have no liability for such failure; and (d) is responsible for any action or inaction with respect to the access to and use of Services by any Authorized User will be liable hereunder for any such action or inaction to the same extent as if such action or inaction had been taken by Customer. Customer will indemnify and defend Sourcetable against any and all third party claims, demands, suits or proceedings and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys' fees and expenses, arising out of or in connection with, (i) Customer Materials, (ii) Customer's breach of Section 6.2 ; (iii) Sourcetable's use of Customer Data in accordance with the terms of this Agreement; or (iv) Customer's use of the Services not authorized by this Agreement, or in breach of the Agreement.
6.1 Feedback. Sourcetable may periodically request that Customer provide, and Customer agrees to provide to Sourcetable, ideas, suggestions, guidance, feedback, or other information regarding the use, operation, and functionality of the Service ("Feedback"). Such Feedback shall include, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features. Customer hereby grants Sourcetable a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, fully sublicensable and transferable right and license to use and incorporate Feedback into any products and services, to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
6.2 Data. Customer acknowledges that performance of the Service relies on insights derived from data collected from Sourcetable's customers, including, without limitation, data provided by Customer to Sourcetable, whether directly or ingested through an identified third-party data source ("Customer Data"), which insights can be used by Sourcetable to provide intelligence and analytics about Customer's inputted data into the Sourcetable Platform. Accordingly, Customer hereby grants Sourcetable a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, fully paid-up, fully sublicensable and transferable right and license to use, host, perform, display, create derivative works from, and otherwise exploit the Customer Data, including by combining Customer Data with data from third-party sources, utilizing machine learning and artificial intelligence applications, and otherwise sharing Customer Data with our Third Party Services, for the purposes of (a) providing the Service and any professional services and performing its obligations and exercising its rights under this Agreement; (b) operating, analyzing, developing, improving, and promoting the Service, and Sourcetable's other products and services, including without limitation for the benefit of its other customers; provided that Sourcetable will not share any Customer Data with another customer, without Customer's consent. Customer represents and warrants that Customer has all rights and has secured all consents necessary to grant the foregoing license to Customer Data to Sourcetable. Customer further represents and warrants that any Customer Data will not (i) be deceptive, fraudulent, unlawful, or otherwise violate any rights of any third party, or (ii) contain any viruses, worms or other malicious computer programming codes intended to damage Sourcetable's system or data. Sourcetable is not obligated to back up any Customer Data; the Customer is solely responsible for creating backup copies of any Customer Data at Customer's sole cost and expense. Customer shall reasonably and in good faith cooperate and work collaboratively with Sourcetable to enable its performance of the Services under this Agreement.
7. TERM AND TERMINATION.
7.1 Term. The term of this Agreement commences on the earlier of Customer's acceptance of the Agreement by clicking the "I Accept" button and when Customer first accesses the Services (the "Effective Date") and shall continue in full force and effect while you use the Service, unless otherwise set forth in your Account or earlier terminated in accordance with the Agreement (the "Term").
7.2 Termination. Either party may terminate this Agreement upon written notice to the other party, with such termination effective at the end of then-current billing cycle. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
7.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted to Customers hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10 ; and (c) any amounts owed to Sourcetable under this Agreement will become immediately due and payable, including any outstanding overage or expenses and any remaining unpaid minimum fees. For clarity, in the event that Sourcetable permits Customer to terminate this Agreement prior to its expiration, Customer shall immediately pay to Sourcetable all minimum fees that remain owing under all active Accounts. Upon termination or expiration of this Agreement, Sourcetable, in its sole discretion, may delete all Customer Materials and/or Customer Data, and Customer is responsible for maintaining its own backups of the foregoing. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.8 (Customer Materials), 4 (Fees and Expenses; Payments), 5 (Customer Responsibilities), 6 (Feedback; Data) 7.3 (Effect of Termination), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Confidentiality), and 11 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.
8.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Services ARE PROVIDED "AS IS" AND ON AN "As AVAILABLE" BASIS AND SOURCETABLE MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SOURCETABLE MAKES NO WARRANTY REGARDING THE QUALITY, FUNCTIONALITY OR ACCURACY OF THE SERVICES, OR THE COMPLETENESS OR RELIABILITY OF THE DATA OBTAINED THROUGH PROVISION OF THE SERVICES. SOURCETABLE makes no representation that the services will be free from bugs, viruses, malicious code, ERRORS or program limitations and takes no responsibilty fOR INACCURACIES IN THE RESULTS OF THE SERVICES DUE TO INACCURACIES IN THE UNDERLYING DATA. SOURCETABLE DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER AGREES THAT SOURCETABLE WILL NOT BE RESPONSIBLE FOR ANY LOSS OF SUBMITTED DATA OR ANY FAILURE TO MAINTAIN, STORE, OR BACKUP ANY SUBMITTED DATA.
8.2 Responsibility for Use. CUSTOMER, AND NOT Sourcetable, SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER'S USE OF THE SOLUTION, INCLUDING ANY USE OF THE RESULTS OF THE SOLUTION AND DECISIONS MADE OR ACTIONS TAKEN BASED ON THE SOLUTION. NOTE THAT THE CHATBOT FUNCTION IS NOT INTENDED TO REPLACE THE ADVICE OR SERVICES OF A TRAINED OR OTHER QUALIFIED PROFESSIONAL. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF CHATBOT COMMUNICATIONS OR INFORMATION PROVIDED BY THE CHATBOT IS AT YOUR OWN RISK.
9.1 Limitation of Liability and Amount of Damages . EXCEPT FOR EITHER PARTY'S OBLIGATIONS RELATING TO CONFIDENTIAL INFORMATION UNDER SECTION 10 , CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 , AND CUSTOMER'S MISAPPROPRIATION OF SOURCETABLE'S INTELLECTUAL PROPERTY RIGHTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF SOURCETABLE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY customer TO SOURCETABLE DURING THE twelve (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. The parties agree that the limitations of liability set forth in this Section 9 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
10.1 Confidential Information. "Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services and all enhancements and improvements thereto will be considered Confidential Information of Sourcetable. For purposes of this Agreement, "Confidential Information" shall not include business contact data, including but not limited to data provided by Customer to Sourcetable for purposes of creating an online account.
10.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Sourcetable). In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
10.3 Exceptions. The confidentiality obligations set forth in Section 10.2 will not apply to any information that the Receiving Party can demonstrate (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information, as demonstrated by contemporaneous, written records. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
10.4 Usage and Configuration Metrics. Sourcetable and its third-party service providers that perform services in connection with Sourcetable's performance of this Agreement may collect information regarding number of users, number of devices, number of data queries, requests, or calls, and other usage and configuration metrics of the Customer and Authorized Users, and may use such information for its business purposes, including to perform their obligations under this Agreement, and to provide and improve the Services and other products of Sourcetable.
11.1 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
11.2 Arbitration . The parties agree to resolve all disputes arising under or in connection with the Agreement through binding arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other party. The parties will use good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within thirty (30) days after the notice is received, either party may commence an arbitration proceeding. The arbitration will be confidential and conducted in accordance with the applicable rules of the American Arbitration Association ("AAA"). The arbitration will be conducted in English in San Francisco, California. If the parties do not agree on an arbitrator, the arbitrator will be selected in accordance with the applicable rules of the AAA for the appointment of an arbitrator. The arbitrator's decision will be final and binding on both parties. Notwithstanding the foregoing, this Section 11.2 will not prohibit either party from seeking injunctive or other equitable relief in a court of competent jurisdiction.
11.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.4 Subcontracts; Assignment. To the extent permitted by law, Sourcetable may subcontract any services to be performed under this Agreement without Customer's consent and without providing notice. Subject to the foregoing, neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
11.5 Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Sourcetable, or any products utilizing such data, in violation of the United States export laws or regulations.
11.6 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
11.7 Independent Contractors. Customer's relationship to Sourcetable is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Sourcetable.
11.8 Notices. All notices given under this Agreement shall be in writing and shall be deemed given upon receipt. Customer is responsible for providing Sourcetable with Customer's most current e-mail address. In the event that the last e-mail address provided by Customer to Sourcetable is not valid, Sourcetable's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Sourcetable at the following address: 2261 Market Street, #4355, San Francisco, CA 94114, Attn: NOTICE, or team+legal@sourcetable.com. Such notice shall be deemed given when received by Sourcetable by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address, or by electronic mail, specifically referencing this Section.
11.9 Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Sourcetable. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.