Terms of Service

These Terms of Service (this “Agreement”) is entered into as of the date you accepted these Agreement or as of the effective date listed on any Order that references this Agreement (“Effective Date”), by and between Vertical Bar, Inc. (“Vertical Bar”) and the Customer (as defined below). This Agreement set forth the terms pursuant to which Customer will be permitted to purchase, subscribe to, access, or use certain of  Vertical Bar’s products and services.  

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, SIGNING AN ORDER (AS DEFINED BELOW) REFERECING THIS AGREEMENT, USING THE SERVICES (AS DEFINED BELOW), OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU: (A) AGREE TO THESE TERMS ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (“CUSTOMER” OR “YOU”); AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. Overview. Vertical Bar provides a process optimization and data analytics platform which enables users to visualize and analyze their business’s workflows and processes by generating summaries, reports, and process maps (“Process Maps”) and providing recommendations and insights on optimizing such process (“Insights”) using artificial intelligence and integrations with third party applications, including Oracle NetSuite (the “Service”). The Service includes Vertical Bar’s downloadable software bundle (the “Software Bundle”).  

   
   

2. Services. 

   2.1. Ordering Process. This Agreement set forth the terms and conditions on which Vertical Bar may provide the Services as expressly identified: (a) in an order form signed by Customer and Vertical Bar that references this Agreement; (b) by Vertical Bar during the sign-up process on the Service; or (c) in any order details sent electronically to Customer (each, an “Order”). Services are purchased as stated in an Order in the manner established for each of the Services.

   2.2. Permitted Use. During a Subscription Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Services only for its internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in an Order. “Documentation” means the then-current version of Vertical Bar’s usage guidelines and standard technical documentation for the Services that Vertical Bar makes generally available to its customers that it provides the applicable Services to, the current version of which are at [link].

   2.3. Software Bundle. In order to use the Service, Customer must be a licensed user of Oracle NetSuite (“NetSuite”) and Customer must download and install the Software Bundle.  During the Subscription Term, subject to Customer’s compliance with the terms of this Agreement and the Documentation, Vertical Bar grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable right and license to download and install one object code copy of the Software Bundle on a device that Customer owns or controls for the purpose of: (a) interconnecting Customer’s NetSuite instance with the Service, and (b) transmitting Customer Data stored in Customer’s NetSuite account to the Service.

   2.4. Users. Only Customer’s employee or contractor that Customer allows to use the Services on Customer’s behalf (“Users”) using the mechanisms designated by Vertical Bar (“Log-in Credentials”), may access and use the Services. To access the Service, Customer and its Users must register for an account (“Account”) and, in doing so, may be required to provide Vertical Bar with information (such name, email address, or other contact information).  Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Vertical Bar’s breach of this Agreement). Customer will promptly notify Vertical Bar if it becomes aware of any compromise of any Log-in Credentials. Vertical Bar may Process Log-in Credentials in connection with Vertical Bar’s provision of the Services or for Vertical Bar’s internal business purposes.

   2.5. Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense a Service to a third party (other than Users); (b) use a Service on behalf of, or to provide any product or service to, third parties; (c) use a Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to a Service, except to the extent expressly permitted by applicable law (and then only with prior notice to Vertical Bar); (e) modify or create derivative works of a Service or copy any element of a Service; (f) remove or obscure any proprietary notices in a Service; (g) publish benchmarks or performance information about a Service; (h) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service; (i) transmit any viruses or other harmful materials to a Service; (j) take any action that risks harm to others or to the security, availability, or integrity of a Service; or (k) access or use a Service in a manner that violates any laws or regulations.

   
   

3. Support. Vertical Bar will make commercially reasonable efforts to provide support to Customer in connection with its use of the Service. Customer may contact Vertical Bar at support@[Vertical Bar Domain Name] if Customer experiences any issue with respect to the Service. Except as expressly stated in this Agreement, Vertical Bar is under no obligation to support or maintain the Service or to provide any updates, upgrades, or other technical support to Customer with respect to the Service or Customer’s Customer Data. Customer’s purchase of access to Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Vertical Bar regarding future functionality or features of the Services.

   
   

4. Data.

   4.1. Definitions. For purposes of this Agreement, the following terms are defined as follows:

   “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

   “Customer Data” means any data or information that: (a) Customer (including its Users) submits to the Services, including from Third-Party Platforms; and (b) is Processed by Vertical Bar to provide the Services to Customer.

   “Usage Data” means information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Services, but excluding any identifiable Customer Data.

   4.2. Use of Customer Data. Customer grants Vertical Bar the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide and improve any Services; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by applicable laws or regulations or as agreed to in writing between the parties.

   4.3. Privacy Policy. To the extent Personal Data as defined in Vertical Bar’s Privacy Policy at [link to privacy policy] (the “Privacy Policy”) is uploaded, transmitted, submitted, provided, or processed in connection with Customer’s use of the Service, Vertical Bar will comply with the Privacy Policy.

   4.4. Usage Data; Aggregated Data. Vertical Bar may collect, access, use, disclose, transfer, transmit, store, or otherwise process (“Process”) Usage Data and Aggregated Data for any legally permitted purpose, such as to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) develop new products and services; (f) to improve Services and its other products and services, including the algorithms, models, and other content available on or through the Services; and (g) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data. 

   
   

5. Third-Party Platforms. Vertical Bar may make available one or more integrations through the Service that enable Customer to import or export information to or from Customer’s account on a Third-Party Platform, including Customer’s use of the Software Bundle to connect the Service to Customer’s NetSuite account. A “Third-Party Platform” means any third-party platform, add-on, service, or product not provided by Vertical Bar that Customer elects to integrate or enable for use with the Service, including NetSuite.  Vertical Bar may enable Customer to import or export such information, including Customer Data, by linking Customer’s account on the Services with an account on the Third-Party Platform. If Customer directs Vertical Bar to transmit data to, or receive data from, a Third-Party Platform on Customer’s behalf (including by downloading the Software Bundle) then Customer authorizes Vertical Bar to Process any such data (including Customer Data) in connection with the applicable integration, in a manner consistent with the functionality of the Services requested by Customer and the permissions granted to Vertical Bar by the relevant integration (which Processing may include performing queries on the data held by the Third-Party Platform). Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Vertical Bar does not control and has no liability for any Third-Party Platform, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms use Customer Data.

   
   

6. Customer Obligations. By enabling an integration with a Third-Party Platform on the Service, including by downloading the Software Bundle, Customer represents and warrants that Customer has the necessary licenses, rights, consents, and permissions to authorize Vertical Bar to access Customer’s Customer Data on such Third-Party Platform and exercise the licenses granted by Customer in this Agreement in the manner contemplated by Vertical Bar, the Service, and this Agreement. Customer will be responsible for enabling Vertical Bar to access and use each item of Customer Data, including to the extent they are stored on a Third-Party Platform. Customer retains responsibility for its contractual obligations with respect to Customer Data, including Vertical Bar’s access to the materials on a Third-Party Platform. Customer is responsible for its Customer Data, including its content and accuracy. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Vertical Bar to process and use the Customer Data as set forth in this Agreement without violating or infringing applicable laws, third-party rights, or terms or policies that apply to the Customer Data. Customer will provide and maintain any hardware, software, other technology, and infrastructure that is necessary for Customer to access and use the Services.

   
   

7. Artificial Intelligence Technology. Customer acknowledges and agrees that the Service uses large language models and other generative artificial intelligence models and tools (“AI Features”) to generate the Insights and Process Maps, including AI Features operated by Vertical Bar’s subcontractors. The Insights and Process Maps are generated through machine learning processes and is not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by Vertical Bar. Customer acknowledges that due to the nature of the Service and artificial intelligence technologies generally, the Insights and Process Maps may not be unique and other users of the Service may receive output from the Service that is similar or identical to the Insights and Process Maps. Customer should independently review and verify all Insights and Process Maps as to appropriateness for any or all Customer use cases or applications. Customer acknowledges and agrees that: (a) the Service may produce inaccurate, incomplete, misleading, or erroneous Insights and Process Maps; (b) it is Customer’s sole responsibility to verify the accuracy of any information obtained from the Service; and (c) Customer is responsible for Customer’s own reliance on the Insights and Process Maps.

   
   

8. Free Services; Beta Features

   8.1. Free Services. Vertical Bar may make the certain features of the Service to Customer free of charge (“Free Services”). Vertical Bar offers the Free Services at is sole discretion and Customer acknowledges that Free Services may be subject to restrictions or limitations on the available features or functionality. Customer may sign up for a version of the Service that includes paid features by following instructions in the Service. Any upgrade to a paid version of the Service will require Customer to pay Fees before Customer will be able to access the paid features of the Service.

   8.2. Beta Features. Vertical Bar may, at its sole discretion from time to time, add new features to the Service that may be described as “beta” or pre-release features or services (collectively, “Beta Features”). These Beta Features will be considered part of the Services and all provisions of this Agreement relating to the Services apply to these Beta Features. Beta Features may include partially functional or non-functional features of the Service. If Customer or its Users uses Beta Features, Customer expressly authorizes Vertical Bar access to Customer’s and its Users’ usage data for product development research and analysis. Beta Features may be inoperable, incomplete, or include features that Vertical Bar may never release, and their features and performance information are deemed to be Vertical Bar’s Confidential Information.

   8.3. Disclaimers. Access to Free Services and Beta Features are available at Vertical Bar’s and revocable discretion and where access is permitted, access by Customer or its Users is optional. If Customer elects to use a Free Service or Beta Feature (including through use by any User), such use is at Customer’s own risk. Free Services and Beta Features are provided “as is” without warranty of any kind, express or implied. Vertical Bar will have no obligation to maintain, correct, update, change, modify, or otherwise support Free Services or Beta Features and may discontinue providing Free Services or Beta Features at any time, with or without notice. Vertical Bar will not be liable for any lost revenue, lost profits, or other direct, indirect, incidental, or consequential damages arising out of or related in any way to the Free Services or the Beta Features, even if advised of the possibility of such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, VERTICAL BAR PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR FREE SERVICES AND BETA FEATURES AND ITS LIABILITY FOR FREE SERVICES AND BETA FEATURES WILL NOT EXCEED US$50.00.

   
   

9. Suspension of Service. Vertical Bar may immediately suspend Customer’s access to any or all of the Services if: 2.5 (Restrictions) or Section 6 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to applicable laws or regulations that require that Vertical Bar suspend a Service or otherwise may impose additional liability on the part of Vertical Bar; or (d) Customer’s actions risk harm to any of Vertical Bar’s other customers or the security, availability, or integrity of a Service. Where practicable, Vertical Bar will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Vertical Bar will restore Customer’s access to the Service(s). 

   
   

10. Commercial Terms.

    10.1. Subscription Term. A “Subscription Term” is the period during which Customer is authorized to access and use the Services is in effect, as identified in the applicable Order. If the Customer is only using Free Services, (a) either party may terminate this Agreement with notice, and (b) the Subscription Term for such Free Services commences on the Effective Date and continues until the Agreement is terminated or the Customer begins using a paid Service, whichever comes first. Except as set forth in an Order, each Subscription Term for paid Services will automatically renew for successive terms equal in length to the Subscription Term unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends.

    10.2. Fees and Taxes. Fees for the Services are described in each Order (“Fees”). All Fees will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced as described on the schedule in the Order are invoiced in arrears. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Vertical Bar’s then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less. All Fees are non-refundable except as may be set out in Section 11.1 (Limited Warranty) and Section 15.4 (Mitigation). Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Vertical Bar’s income tax (“Taxes”). Fees are exclusive of all Taxes. 

    10.3. Authorization. Customer authorizes Vertical Bar to charge all sums for the Orders that Customer makes and any level of Service Customer selects as described in this Agreement or published by Vertical Bar, including all applicable Taxes, to the payment method specified in Customer’s Account. If Customer pays any Fees with a credit card, then Vertical Bar may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer’s purchase. Customer agrees that Vertical Bar may seek pre-authorization of the credit card account Customer provide to Vertical Bar for payment prior to any purchase. If Customer’s payment method is no longer valid at the time a renewal Fee is due, then Vertical Bar reserves the right to delete Customer’s Account and any information or Customer Data associated with Customer’s Account without any liability to Customer.

    
    

11. Warranties and Disclaimers.

    11.1. Limited Warranty. Vertical Bar warrants to Customer that the Services will perform materially as described in its Documentation (the “Limited Warranty”) during a Subscription Term (the “Warranty Period”). If Vertical Bar breaches the Limited Warranty during the Warranty Period and Customer makes a reasonably detailed warranty claim in the manner required by Vertical Bar within 30 days of discovering a breach of the Limited Warranty for the applicable Services, then Vertical Bar will use reasonable efforts to correct the non-conformity. If Vertical Bar cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the non-conforming Service. Vertical Bar will then refund to Customer any pre-paid, unused fees for the terminated portion of the applicable Subscription Term. This Section sets forth Customer’s exclusive remedy and Vertical Bar’s entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the Documentation; or (d) Free Services and Beta Features.

    11.2. Disclaimers. Except as expressly provided in Section 11.1 (Limited Warranty), the Services and all other Vertical Bar services are provided “AS IS”. Vertical Bar, on its own behalf and on behalf of its suppliers and licensors, makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. Vertical Bar does not warrant that Customer’s use of the Services, including the Software Bundle, will be uninterrupted or error-free, that Vertical Bar will review Customer Data for accuracy, or that it will maintain Customer Data without loss. Vertical Bar is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside Vertical Bar’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period. 

    
    

12. Term and Termination.

    12.1. Term. The term of this Agreement (the “Term”) starts on the Effective Date and continues until expiration or termination of all Subscription Terms. 

    12.2. Termination. Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

    12.3. Effect of Termination. Upon expiration or termination of an Order, Customer’s access to and Vertical Bar’s obligations to provide the Services described in the Order will cease. Upon expiration or termination of this Agreement, Customer will uninstall the Software Bundle from Customer’s computer systems, and irrevocably destroy all copies of the Software Bundle in its possession or control.  After expiration or termination of this Agreement, Vertical Bar will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion Customer Data and other Confidential Information, as defined in Section 16, may be retained in Vertical Bar’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions. 

    12.4. Survival. These Sections survive expiration or termination of this Agreement: 2.5 (Restrictions), 4.1 (Definitions), 4.4 (Usage Data; Aggregated Data), 6 (Customer Obligations), 8.3 (Disclaimers) 10.2 (Fees and Taxes), 11.2 (Disclaimers), 12.3 (Effect of Termination), 12.4 (Survival), 13 (Ownership), 14 (Limitations of Liability), 15 (Indemnification), 16 (Confidentiality), 17 (Required Disclosures), and 19 (General Terms). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

     

13. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data provided to Vertical Bar. Except for Customer’s use rights in this Agreement, Vertical Bar and its licensors retain all intellectual property rights and other rights in the Services, Software Bundle, Documentation, Usage Data, and Vertical Bar technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Vertical Bar. If Customer provides Vertical Bar with feedback or suggestions regarding the Services or other Vertical Bar offerings, Vertical Bar may use the feedback or suggestions without restriction or obligation. 

    
    

14. Limitations of Liability.

    14.1. Consequential Damages Waiver. Except for Excluded Claims (as defined below) neither party (nor its suppliers or licensors) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance. 

    14.2. Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’ and licensor’s) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Vertical Bar pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement.

    14.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.5 (Restrictions) or 6 (Customer Obligations); (b) either party’s breach of Section 16 (Confidentiality) (but excluding claims relating to Customer Data); or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 15 (Indemnification). 

    14.4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 14.4 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

    
    

15. Indemnification.

    15.1. Indemnification by Vertical Bar. Vertical Bar will defend Customer from and against any third-party claim to the extent alleging that a Service as operated by Vertical Bar, when used by Customer as permitted under the applicable Order infringes or misappropriates a third-party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by Vertical Bar resulting from the claim.

    15.2. Indemnification by Customer. Customer will defend Vertical Bar from and against any third-party claim to the extent resulting from Customer Data or Customer’s breach or alleged breach of Section 6 (Customer Obligations), and will indemnify and hold harmless Vertical Bar against any damages and costs awarded against Vertical Bar (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.

    15.3. Procedures. The indemnifying party’s obligations in this Section 15 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Vertical Bar is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

    15.4. Mitigation. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Vertical Bar determines necessary to avoid material liability, Vertical Bar may at its option: (a) procure rights for Customer’s continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service’s overall functionality; or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

    15.5. Exceptions. Vertical Bar’s obligations in this Section 15 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Services or use of Services in combination with items not provided by Vertical Bar (including Third-Party Platforms); (b) to infringement resulting from the Software Bundle  other than the most recent release; (c) to unauthorized use of Services; (d) if Customer settles or makes any admissions about a claim without Vertical Bar’s prior consent; or (e) Free Services, Beta Features, or other free or evaluation use.

    15.6. Exclusive Remedy. This Section 15 sets out Customer’s exclusive remedy and Vertical Bar’s entire liability regarding infringement or misappropriation of third-party intellectual property rights.

    
    

16. Confidentiality. 

    16.1. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Vertical Bar’s Confidential Information includes Usage Data, Aggregated Data, the terms and conditions of this Agreement, and any technical or performance information about the Services. Customer’s Confidential Information includes Customer Data.

    16.2. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Use of Customer Data) and Section 5 (Third-Party Platforms); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Vertical Bar is the Recipient, Vertical Bar may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Vertical Bar, the Third-Party Platforms), provided it remains responsible for their compliance with this Section 16 and they are bound to confidentiality obligations no less protective than this Section 16.

    16.3. Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

    16.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 16.

    
    

17. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by applicable law, subpoena, or court order, provided (if permitted by applicable law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

    
    

18. Publicity. Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by applicable law. However, Vertical Bar may include Customer and its trademarks in Vertical Bar’s customer lists and promotional materials but will cease further use at Customer’s written request. 

    
    

19. General Terms.

    19.1. Modifications. Vertical Bar may revise this Agreement from time to time with notice to Customer (email or posting on Vertical Bar’s website being sufficient). Revisions will be effective immediately except that, for existing users, material revisions will be effective upon the start of Customer’s next renewal Subscription Term. Vertical Bar may require that Customer accept the revised Agreement in order to continue to use the Services. If Customer does not agree to the revised Agreement, then Customer should discontinue its use of the Services. Except as expressly permitted in this Section 19.1 (Modification), this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.

    19.2. General Provisions. This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Vertical Bar regarding your use of the Service. Customer may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without Vertical Bar’s prior written consent. Vertical Bar may assign this Agreement and all rights granted under this Agreement, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect Vertical Bar’s right to require performance at any other time after that, nor will a waiver by Vertical Bar of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

    19.3. Governing Law. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco County and both parties submit to the personal jurisdiction of those courts.

    19.4. Additional Terms. Customer’s use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Vertical Bar may post on or link to from the Service (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

    19.5. Consent to Electronic Communications. By using the Service, Customer consents to receiving certain electronic communications from Vertical Bar as further described in Vertical Bar’s Privacy Policy. Please read Vertical Bar’s Privacy Policy to learn more about Vertical Bar electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that Vertical Bar sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing. 

    19.6. Contact Information. The Service is offered by Vertical Bar, Inc. located at 207 King Street, #403, San Francisco, CA 94107. Customer may contact Vertical Bar by sending correspondence to that address or by emailing Vertical Bar at support@vertical.bar.

    19.7. Notice to California Residents. If Customer are a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

    19.8. Export. Customer will comply with all relevant U.S. and foreign export and import laws and regulations in using any Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) 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; (b) agrees not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.