Terms of Service

Effective Date: May 1, 2026

THESE TERMS OF SERVICE (THESE "TERMS") GOVERN SUBSCRIPTION TO AND USE OF ATOMIC BYTES' STREAMFLOWS SERVICES.

BY BROWSING OR ACCESSING ATOMIC BYTES' WEBSITES OR USING THE SERVICES, OR BY CLICKING "I ACCEPT" OR A SIMILAR BUTTON OR CHECK BOX WHEN PRESENTED WITH THESE TERMS, YOU ACCEPT AND AGREE TO THESE TERMS.

IF YOU ARE ENTERING INTO OR ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE "YOU" SHALL ALSO REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

Definitions:
1. "Affiliate" means, with respect to a party, any entity that (i) is controlled by, (ii) controls, or (iii) is under common control with such party, where the term "control" means the ownership, directly or indirectly, of more than fifty percent (50%) of the shares entitled to vote for the election of directors.
2. "Atomic Bytes" means Atomic Bytes LLC, together with its Affiliates involved in providing the Services.
3. "Customer Data" means data and information provided by You in connection with Your use of the Services, including service configuration, encrypted authentication information for source and destination connections, schema metadata, and Your data while in transit through the Services during a sync; provided, however, that Customer Data does not include data persistently stored in Your source systems or destination warehouses, which You alone own and control.
4. "Intellectual Property Rights" means patent rights (including patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
5. "Operational Records" means data generated by the Services in the course of providing the Services, including system logs, run history, error records, performance metrics, and aggregated usage statistics. Operational Records may include identifiers (such as account or pipeline identifiers) but do not include the contents of Your data.
6. "Order Form" or "Subscription Agreement" means a written agreement between Atomic Bytes and You that describes the specific Services, pricing, term, and other deal-specific commercial terms agreed between the parties. The terms "Order Form" and "Subscription Agreement" are used interchangeably herein.
7. "Services" or "Service" means the online and hosted services provided by Atomic Bytes under the StreamFlows brand, including the Site, the StreamFlows software-as-a-service application, application programming interfaces (APIs), and related features.
8. "Service Start Date" means the effective date of the Services for You as identified in the applicable Subscription Agreement, or, in the absence of a Subscription Agreement, the date on which You first activate a paid Subscription.
9. "Site" means the Atomic Bytes website at https://streamflows.cloud and any subdomains thereof at which the Services are made available.
10. "Subscription" means a paid subscription to the Services purchased by You in accordance with these Terms.
11. "Subscription Period" means the term of Your Subscription as identified in the applicable Subscription Agreement or, in the absence of a Subscription Agreement, the term selected by You at the time of purchase.
12. "User" means an employee, advisor, or agent of Yours or Your Affiliates that has been assigned a unique username-password combination to access and use the Services on Your behalf.
Eligibility: You affirm that You are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. You further represent and warrant that You are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist-supporting" country, and that You are not listed on any U.S. Government list of prohibited or restricted parties.
Accounts and Registration: To access most features of the Services, You must register for an Atomic Bytes account ("Account"). When You register for an Account, You may be required to provide certain information about Yourself, including Your name, business email address, and other contact information. You agree that all information You provide is and shall remain accurate and up-to-date at all times. Except for a breach of Atomic Bytes' obligations hereunder or acts of Atomic Bytes, You are solely responsible for maintaining the confidentiality of Your Account and authentication information, and You agree to accept responsibility for all activities that occur under Your Account. If You have reason to believe that Your Account is no longer secure, You shall promptly notify Atomic Bytes at [email protected]. Atomic Bytes reserves the right to suspend or terminate Your Account and Your access to the Services if Atomic Bytes determines, in its reasonable discretion, that any registration information is inaccurate, that You are ineligible to use the Services, or that Your use of the Services violates these Terms.
Payment, Fees, Subscription Term, and Auto-Renewal:
1. Plans and Fees: Access to the Services requires the payment of fees ("Fees") as set forth on Atomic Bytes' pricing page at https://streamflows.cloud/pricing or in the applicable Subscription Agreement. Atomic Bytes shall charge Fees in U.S. dollars unless otherwise agreed in writing. Except as otherwise expressly provided herein, all Fees are non-refundable, and You shall be responsible for paying all Fees for the entire Subscription Period, even if You terminate this Agreement or cease using the Services during such Subscription Period. Atomic Bytes may add features to the Services on a going-forward basis at any time and may charge additional Fees for such features if You elect to use such features.
2. Subscription via Stripe: Unless otherwise agreed in a Subscription Agreement, Your Subscription Period shall be the billing interval You select at the time of purchase (such as monthly or annual), and Fees shall be prepaid in full at the beginning of each Subscription Period via Stripe (or such other payment processor as Atomic Bytes may designate from time to time). You hereby authorize Atomic Bytes to charge the payment method on file at the start of each Subscription Period. You are solely responsible for maintaining complete and accurate billing and contact information and for notifying Atomic Bytes of any changes thereto.
3. Auto-Renewal; Notice of Non-Renewal; Renewal Reminder: Unless otherwise agreed in a Subscription Agreement, the Subscription Period shall automatically renew for successive periods of equal length to the initial Subscription Period (each a "Renewal Term"). To prevent renewal, You shall provide Atomic Bytes with written notice of non-renewal before the end of the then-current Subscription Period, addressed to [email protected]; provided that, for any Subscription Period of twelve (12) months or longer, such notice shall be provided at least thirty (30) days before the end of the then-current Subscription Period. For any Subscription Period of twelve (12) months or longer, Atomic Bytes shall provide You with written notice (via email to the address associated with Your Account) at least sixty (60) days prior to the end of each Subscription Period, reminding You of the upcoming renewal and the deadline for non-renewal notice under this Section 4.3. If You fail to provide a notice of non-renewal in accordance with this Section 4.3, You shall be responsible for payment of the Fees for the Renewal Term.
4. Late Payment: If any payment is not received when due, Atomic Bytes may, in addition to any other rights and remedies available under these Terms or at law: (i) charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower; (ii) suspend Your access to the Services; and (iii) refer the Account for collection. You shall pay all reasonable costs of collection, including reasonable attorneys' fees, incurred by Atomic Bytes in collecting any overdue Fees.
5. Applicable Taxes: All Fees payable by You under these Terms are exclusive of any applicable taxes, including but not limited to sales, use, value-added, withholding, or other similar taxes, tariffs, and related charges (collectively, "Taxes"), other than Taxes based on Atomic Bytes' net income. You shall be responsible for paying all Taxes. If You are required to withhold any Taxes, You shall do so without reducing or offsetting the amounts due to Atomic Bytes. You shall indemnify, defend, and hold Atomic Bytes harmless for any such Taxes, and any related penalties and interest, arising from Your failure to timely report and remit such Taxes.
6. Subscription Agreement Supersedes: In the event of a conflict between this Section 4 and the payment terms set forth in a signed Subscription Agreement, the Subscription Agreement shall control with respect to the matters addressed therein.
Licenses:
1. License from Atomic Bytes to You: Subject to Your compliance with these Terms and timely payment of all applicable Fees, Atomic Bytes hereby grants to You a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Period, to access and use the Services solely for Your internal business purposes.
2. License from You to Atomic Bytes: You hereby grant Atomic Bytes a worldwide, royalty-free, non-exclusive license, for the duration of this Agreement, to host, store, transmit, display, modify, and otherwise process Customer Data solely for the purpose of providing and supporting the Services in accordance with these Terms. You are solely responsible for storing and maintaining backups and copies of all Customer Data within Your source systems and destination warehouses.
3. Operational Records: As between the parties, Atomic Bytes shall own all right, title, and interest in and to the Operational Records. Atomic Bytes shall use the Operational Records solely to provide, support, secure, monitor, and improve the Services, and may use aggregated, de-identified Operational Records for analytics, capacity planning, product improvement, and other internal business purposes.
4. Restrictions: You shall not (and shall not permit any third party to): (i) copy, modify, adapt, translate, or otherwise create derivative works of the Services or any portion thereof; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the Services, except to the extent that such activity is expressly permitted by applicable law; (iii) rent, lease, sell, sublicense, assign, or otherwise transfer rights in or to the Services to any third party; (iv) use the Services to develop, train, or improve a product or service that is competitive with the Services, or for benchmarking or competitive analysis; (v) remove or obscure any proprietary notices on the Services or any output thereof; or (vi) interfere with or disrupt the operation of the Services or attempt to bypass any usage limit, rate limit, authentication mechanism, or other access control.
Acceptable Use: BY USING THE SERVICES YOU AGREE NOT TO:
1. use the Services for any illegal purpose, or in violation of any local, state, national, or international law or regulation;
2. copy, modify, or distribute any portion of the Services;
3. violate, or encourage others to violate, the rights of third parties, including any Intellectual Property Rights, privacy, or contractual rights;
4. import, transmit, or otherwise make available, through the Services, any Customer Data that is unlawful, defamatory, libelous, harassing, fraudulent, deceptive, or invasive of another's privacy;
5. use the Services to engage in or promote any harmful, offensive, inappropriate, fraudulent, deceptive, or illegal activity;
6. sell, sublicense, rent, lease, or otherwise transfer the access granted herein to the Services or any output thereof, other than to Affiliates, including on a time-share or service-bureau basis;
7. use or apply, directly or indirectly, the Services in any manner competitive with the business of Atomic Bytes;
8. use the Services to violate the security or integrity of, or otherwise abuse, any application, computing device, system, or network (each a "System") of any party, including by accessing or using any System without permission (including attempting to probe, scan, monitor, or test the vulnerability of a System), forging any headers or other parts of any message describing its origin or routing, interfering with the proper functioning of any System (including any deliberate attempt by any means to overload a System), implementing denial-of-service attacks, operating non-permissioned network services, or using any means to bypass System usage limitations;
9. attempt to gain access to any Systems or networks that connect to the Services, except as required to access the Services as provided hereunder;
10. use the Services to distribute or facilitate the sending of unsolicited mass communications, promotions, or solicitations (including any "spam");
11. interfere with or disrupt the operation of the Services, including by (i) reverse engineering, decompiling, or otherwise attempting to discover the source code of the Services or any part thereof, except to the extent that such activity is expressly permitted by applicable law; (ii) performing any fraudulent activity, including impersonating any person or entity, claiming false affiliations, or accessing the accounts of others without permission; or (iii) intentionally interfering with or damaging the operation of the Services or any User's enjoyment thereof, including by uploading or otherwise disseminating viruses or other malicious code; or
12. permit or authorize a third party to do any of the foregoing.
The Acceptable Use Policy at https://streamflows.cloud/aup is hereby incorporated by reference into, and made a part of, these Terms. Atomic Bytes reserves the right to suspend, throttle, or terminate access to the Services for any actual or suspected violation of this Section 6 or the Acceptable Use Policy without prior notice.
Term; Termination; Discontinuation and Modification of the Services:
1. Term: These Terms shall commence on the date of Your acceptance and shall continue in full force and effect until all Subscriptions granted hereunder or under any Subscription Agreement have expired or been terminated.
2. Renewal: The initial term of each Subscription shall commence on the Service Start Date and continue for the Subscription Period set forth in the applicable Subscription Agreement (the "Initial Term"). Except as otherwise specified in the applicable Subscription Agreement, all Subscriptions shall automatically renew upon expiry of the Initial Term in accordance with Section 4.3.
3. Termination for Cause: A party may terminate these Terms for cause: (i) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Upon any termination for cause by You, You shall have no obligation to pay for any Fees covering the remainder of the term of all Subscriptions after the effective date of termination. Unless otherwise stated in the applicable Subscription Agreement, upon any termination for cause by Atomic Bytes, You shall pay any unpaid Fees covering the remainder of the term of all Subscription Agreements after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any Fees payable to Atomic Bytes for the period prior to the effective date of termination.
4. Termination for Convenience: You may terminate these Terms at any time, for any reason or no reason, upon thirty (30) days' prior written notice to Atomic Bytes. Unless otherwise set forth in an applicable Subscription Agreement, if You terminate Your Account for convenience, You shall not be entitled to any refund and shall remain obligated to pay, as liquidated damages and not as a penalty, all outstanding Fees and charges owed in respect of the remainder of the Initial Term or any Renewal Term under the applicable Subscription Agreement.
5. Suspension: Atomic Bytes may suspend Your access to the Services without notice if (i) You fail to pay any Fees when due; (ii) You breach these Terms, the Privacy Policy, or the Acceptable Use Policy; (iii) Your use of the Services poses a security or operational risk to Atomic Bytes or other customers; or (iv) suspension is required by applicable law or by a governmental authority.
6. Modification of the Service: Atomic Bytes reserves the right to make non-material modifications to the Services at any time without notice to You, provided that such changes do not materially reduce the functionality of the Services. Atomic Bytes shall have no liability whatsoever on account of any such non-material change to the Services.
7. Data Export Window After Termination: Upon any termination or expiration of these Terms, You shall have thirty (30) days from the effective date of termination to request export of Customer Data via the Services or by written request to [email protected]. After such thirty (30) day window, Atomic Bytes may delete Customer Data, except as Atomic Bytes is required to retain certain records for tax, audit, or legal compliance purposes (as further described in the Privacy Policy). For the avoidance of doubt, Your source and destination warehouse data are not stored by Atomic Bytes and shall not be subject to this Section 7.7.
8. Effect of Termination: Upon any termination or expiration of these Terms: (i) all licenses granted by Atomic Bytes to You shall cease immediately; (ii) You shall pay any Fees owed through the effective date of termination; and (iii) any provision of these Terms that, by its nature or express terms, should survive termination shall survive, including without limitation Sections 1, 4.1, 4.4, 4.5, 5.3, 5.4, and 7 through 16.
Privacy Policy; Additional Terms; Data Processing:
1. Privacy Policy: The StreamFlows Privacy Policy at https://streamflows.cloud/privacy is hereby incorporated by reference into, and made a part of, these Terms.
2. Additional Terms: Your use of the Services is subject to any additional terms, rules, or guidelines applicable to the Services or to certain features of the Services that Atomic Bytes may post or that You may accept from time to time (the "Additional Terms"). All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms.
3. Data Processing Addendum: Atomic Bytes shall provide a Data Processing Addendum upon written request where required by applicable data protection laws (such as the EU General Data Protection Regulation, the United Kingdom Data Protection Act, or the California Consumer Privacy Act). Such request shall be sent to [email protected]. The Data Processing Addendum, when provided, shall include a current list of specific sub-processors.
Ownership; Proprietary Rights: The Services are owned and operated by Atomic Bytes. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of the Services provided by Atomic Bytes (collectively, the "Materials") are protected by all applicable Intellectual Property Rights and proprietary rights and laws. As between the parties, all Materials contained in the Services are the property of Atomic Bytes or its third-party licensors. Except as expressly authorized by Atomic Bytes, You shall not make use of the Materials. Atomic Bytes reserves all rights to the Materials not expressly granted in these Terms. As between the parties, You retain all right, title, and interest in and to Customer Data, subject to the license granted to Atomic Bytes in Section 5.2.
Indemnification:
1. Indemnification by You: You agree that You are responsible for Your use of the Services. You shall defend, indemnify, and hold harmless Atomic Bytes and its officers, directors, employees, consultants, Affiliates, subsidiaries, and agents (collectively, the "Atomic Bytes Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) Your or Your Users' access to, use of, or alleged use of the Services in violation of Section 6 (Acceptable Use); (ii) Your violation of these Terms or any representation, warranty, or agreement referenced herein, or any applicable law or regulation; (iii) Your violation of any third-party right, including any Intellectual Property Right, publicity, confidentiality, property, or privacy right; (iv) Customer Data, including any claim that Customer Data violates any applicable law or infringes any third party's rights; (v) Your failure to disclose to Atomic Bytes that Customer Data was subject to specific or special legal or regulatory requirements as required by Section 11.6; or (vi) any disputes or issues between You and any third party.
2. Indemnification by Atomic Bytes (Intellectual Property): Atomic Bytes shall defend, indemnify, and hold harmless You and Your officers, directors, employees, and agents from and against any third-party claim alleging that the Services, as provided by Atomic Bytes and used by You in accordance with these Terms, infringe or misappropriate such third party's patents, copyrights, or trade secrets (an "IP Claim"), and shall pay all damages finally awarded against You (or the amount of any settlement Atomic Bytes enters into) with respect to such IP Claim. If an IP Claim is made or is, in Atomic Bytes' reasonable judgment, likely to be made, Atomic Bytes may, at its sole option and expense: (i) modify the Services so that they are no longer infringing without materially reducing their functionality; (ii) obtain a license for Your continued use of the Services in accordance with these Terms; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Services and refund to You any prepaid Fees covering the remainder of the Subscription Period after the effective date of termination. Atomic Bytes shall have no obligation under this Section 10.2 with respect to any IP Claim arising from: (a) Customer Data; (b) modification of the Services by any party other than Atomic Bytes; (c) combination of the Services with products, services, or technologies not provided by Atomic Bytes, where the infringement would not have occurred but for such combination; or (d) use of the Services in violation of these Terms.
3. Indemnification Procedures: The indemnified party shall give the indemnifying party prompt written notice of any claim subject to indemnification under this Section 10 and shall give the indemnifying party control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim that requires the indemnified party to admit liability or take any action without the indemnified party's prior written consent). The indemnified party shall provide reasonable assistance, at the indemnifying party's expense, in connection with such defense. The indemnified party reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which case the indemnifying party shall cooperate with the indemnified party's defense of such claim.
Warranty; Disclaimers:
1. Service Warranty: Atomic Bytes warrants that the Services shall substantially conform to the functionality set forth herein. Atomic Bytes further warrants that it shall comply with all applicable federal, state, and local laws, rules, and regulations relating to its performance of its obligations under these Terms, including applicable privacy, data protection, and information security laws.
2. Customer Data Warranty: By importing, storing, or processing Customer Data through the Services, You affirm, represent, and warrant that:
  1. You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Atomic Bytes and Users of the Services to use and process Customer Data as necessary to exercise the licenses granted by You in these Terms; and
  2. Customer Data, and the use thereof as contemplated herein, does not and shall not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other Intellectual Property Right or proprietary right.
3. Use Disclaimer: You assume sole responsibility and liability for Your use and Your Users' use of the Services. The Atomic Bytes Entities shall have no liability for any claims, losses, or damages caused by errors or omissions in any information provided to Atomic Bytes by You in connection with the Services or any actions taken by Atomic Bytes at Your direction. The Atomic Bytes Entities shall have no liability for any claims, losses, or damages arising out of or in connection with Your or any User's use of any material, information, or results available through any third-party products, services, software, or websites that are accessed from within or in connection with the Services. The Services may also contain links to third-party websites; such linked websites are not under Atomic Bytes' control, and Atomic Bytes is not responsible for their content.
4. Customer Data Disclaimer: Except as otherwise expressly set forth herein, Atomic Bytes expressly disclaims any and all liability in connection with Customer Data. Atomic Bytes is under no obligation to edit, monitor, or control Customer Data that You import, transmit, or otherwise make available through the Services. Atomic Bytes may, at any time without prior notice, remove any Customer Data that violates these Terms or applicable law, or that violates the rights of a third party or Atomic Bytes.
5. General Disclaimer: EXCEPT AS PROVIDED IN SECTION 11.1, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE ATOMIC BYTES ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES.
6. Sensitive and Regulated Data:
  1. You shall notify Atomic Bytes in advance of any Customer Data that is subject to specific or special requirements under any applicable laws or regulations (including without limitation any healthcare, financial services, payment card, or government regulations). If Atomic Bytes determines, in its reasonable discretion, that it cannot or will not comply with such requirements, Atomic Bytes shall be entitled to suspend or terminate Your access to the Services without liability.
  2. You are solely responsible for ensuring that any processing of such Customer Data through the Services is carried out in accordance with all applicable laws and regulations.
  3. Atomic Bytes shall have no liability under this Agreement for any Customer Data that is subject to specific or special legal or regulatory requirements unless You have notified Atomic Bytes of such requirements in advance and Atomic Bytes has expressly agreed in writing to comply with such requirements.
  4. You shall indemnify Atomic Bytes, in accordance with Section 10.1, for any claims arising from Your breach of this Section 11.6.
7. NOT ALL JURISDICTIONS ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. THEREFORE SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Limitation of Liability: IN NO EVENT SHALL THE ATOMIC BYTES ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE ATOMIC BYTES ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
Aggregate Liability: YOU AGREE THAT THE AGGREGATE LIABILITY OF THE ATOMIC BYTES ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICES OR THESE TERMS IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO ATOMIC BYTES FOR ACCESS TO AND USE OF THE SERVICES IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.
Jurisdictional Notice: SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR LIMITATION OF LIABILITY SET FORTH IN THESE TERMS IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Governing Law and Dispute Resolution:
1. Governing Law: Unless otherwise agreed in a Subscription Agreement, these Terms shall be governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict-of-laws rules.
2. Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved through good-faith negotiation shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Atlanta, Georgia, United States, by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. Before initiating arbitration, the claimant shall provide the other party with at least sixty (60) days' written notice describing the dispute and the relief sought, and the parties shall attempt to resolve the dispute in good faith. Notwithstanding the foregoing, either party may (i) bring a claim in small claims court located in the State of Georgia or in the claimant's state of residence, provided that the claim is within the small claims court's jurisdictional limits and is brought on an individual basis; and (ii) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or to enforce the terms of Section 6 (Acceptable Use).
3. Class Action Waiver: ANY ARBITRATION OR LEGAL PROCEEDING UNDER THESE TERMS SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. YOU AND ATOMIC BYTES EACH HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
General:
1. Entire Agreement: These Terms, together with the Privacy Policy, the Acceptable Use Policy, the Data Processing Addendum (if applicable), the Additional Terms, the applicable Subscription Agreement, and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between You and Atomic Bytes regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. These Terms shall govern except with respect to matters specifically addressed in a Subscription Agreement, which shall control as to those matters.
2. Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (such consent not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms in their entirety (including all Subscription Agreements), without the consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
3. Aggregated Anonymous Data: Atomic Bytes may collect aggregate data about Your use of the Services that is non-personally identifiable with respect to You or any User or individual ("Aggregated Anonymous Data"), and may use and disclose the Aggregated Anonymous Data for the purpose of enhancing the Services and otherwise for any internal business purpose.
4. Promotional Activities: You hereby grant Atomic Bytes a non-exclusive, revocable right to use Your name, logo, and trademarks to identify You as a user of the Services in marketing materials, websites, customer lists, case studies, and similar materials. You may revoke such right at any time by written notice to [email protected], in which case Atomic Bytes shall cease such use within a reasonable time.
5. No Waiver: The failure of either party to require performance of any provision shall not affect such party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
6. Headings: Use of paragraph headers in these Terms is for convenience only and shall not have any impact on the interpretation of particular provisions.
7. Severability: In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts shall remain in full force and effect.
8. Survival: Upon termination of these Terms, any provision that, by its nature or express terms, should survive shall survive such termination or expiration, including but not limited to Sections 1, 4.1, 4.4, 4.5, 5.3, 5.4, and 7 through 16.
9. Notices: Any notices provided by Atomic Bytes under these Terms, including those regarding modifications to these Terms, shall be given (i) via email to the address associated with Your Account or (ii) by posting to the Services. For notices by email, the date of receipt shall be the date on which such notice is transmitted. Notices to Atomic Bytes shall be sent in writing to [email protected].
10. Force Majeure: Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes (except by its own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
11. Compliance with Laws: Each party agrees to comply with all applicable laws, including U.S. export laws and economic sanctions laws, with respect to its activities hereunder.
12. Relationship Between the Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party shall have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent.
13. Feedback: If You or Your Users submit suggestions, ideas, comments, questions, or post any information through the Services ("Feedback"), You hereby grant Atomic Bytes and its Affiliates a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use (and full right to sublicense), reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display such Feedback in any form.
14. Changes: Atomic Bytes reserves the right to, without materially affecting the functionality of the Services: (i) discontinue, impose limits on, or restrict access to any aspect of the Services at any time, with or without cause or notice, including the availability of any features, delivery services, databases, or content; or (ii) edit or delete any Materials. Atomic Bytes shall provide reasonable notice of any material changes to these Terms by posting the updated Terms with a new effective date and, where appropriate, by email or in-product notice. Material changes shall become effective thirty (30) days after such notice. Continued use of the Services after the effective date of a modification shall constitute acceptance of the modified Terms.
15. Equitable Relief: Each party acknowledges that a breach by the other party of any Intellectual Property Rights or proprietary rights provision of these Terms may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.
16. No Third-Party Beneficiaries: These Terms are for the sole benefit of the signatories and are not intended to benefit any third party.