THESE TERMS OF SERVICE (the “Agreement”) GOVERN CUSTOMER’S ACCESS TO AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY GENBAI (“Genbai,” “we,” “us,” or “our”). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE ACCESS PLAN FOR THE SERVICE THROUGH A SCREEN THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, CUSTOMER AGREES TO BE BOUND BY ITS TERMS.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR THE APPLICABLE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR RECEIVE THE SERVICE. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:
1. The Service
1.1. Service Description
Genbai is the owner and provider of a cloud-based project management software service designed for product and development teams (the “Service”). Anything the Customer (including its Users) posts, uploads, shares, stores, or otherwise provides through the Service is considered a “User Submission.” The Customer is solely responsible for all User Submissions it contributes to the Service. Further terms regarding User Submissions, including ownership, are provided in Section 8.2 below. The Service may also include templates, help documents, and other materials that assist the Customer in using the Service (“Genbai Content”). The Customer will not receive or have access to the underlying code or software that powers the Service (collectively the “Software”) or receive a copy of the Software itself.
1.2. Customer’s Subscription
Subject to the terms of this Agreement, the Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed to by the parties through Genbai’s website that reference this Agreement and describe the business terms related to the Customer’s subscription (“Order(s)”). All subscriptions will be for the period described on the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only by individuals authorized by the Customer and for the Customer’s own internal business purposes, not for the benefit of any third party (“Users”).
1.3. Genbai’s Ownership
Genbai owns the Service, Software, Genbai Content, Documentation, and anything else provided by Genbai to the Customer (collectively the “Genbai Materials”). Genbai retains all right, title, and interest (including, without limitation, all patent, copyright, trademarks, trade secrets, and other intellectual property rights) in and to the Genbai Materials, all related and underlying technology, any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto, and all derivative works of or modifications to any of the foregoing. There are no implied licenses under this Agreement, and any rights not expressly granted to the Customer in this Agreement are expressly reserved by Genbai.
1.4. Permissions
The Service contains customizable settings allowing each User to give permission to other Users to perform various tasks within the Service (“Permissions”). It is solely the Customer’s responsibility to set and manage all Permissions, including which Users can set such Permissions. Accordingly, Genbai will have no responsibility for managing Permissions and no liability for the Permissions set by the Customer and its Users. The Customer may, at its option, provide access to the Service and Documentation to its Affiliates (defined below), in which case all rights granted and obligations incurred under this Agreement will also inure to the benefit of such Affiliates. The Customer represents and warrants that it is fully responsible for any breach of this Agreement by its Affiliates and that the Customer has the power to negotiate this Agreement on behalf of its Affiliates. The Customer will also be responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. Any claim by an Affiliate against Genbai will be brought by the Customer and not the Affiliate. For the purposes of this Agreement, “Affiliate” will mean an entity directly or indirectly controlling, controlled by, or under common control with that party (where “control” means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority).
2. Restrictions
2.1. Customer’s Responsibilities
The Customer is responsible for all activity on its Users’ accounts unless such activity is caused by a third-party bad actor able to access the Customer’s account by exploiting vulnerabilities in the Service itself. The Customer will ensure that its Users are aware of and bound by obligations and/or restrictions stated in this Agreement, and the Customer will be responsible for any breach of such obligations and/or restrictions by a User.
2.2. Use Restrictions
The Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly:
Modify, translate, copy, or create derivative works based on the Service.
Reverse assemble, reverse compile, reverse engineer, decompile, or otherwise attempt to discover the object code, source code, non-public APIs, or underlying ideas or algorithms of the Service, except to the extent this restriction is prohibited by law.
License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service available to any third party, other than Authorized Customers.
Remove or obscure any copyright, trademark, or other proprietary notices, legends, or Genbai branding contained in or on the Service.
Use the Service in any way that violates any applicable federal, state, local, or international law or regulation.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, including, without limitation, by introducing viruses or other harmful code or by using flood pings, denial-of-service attacks, or similar methods or technology.
Use or access the Service to build or support and/or assist a third party in building or supporting products or services competitive to the Service.
Attempt to probe, scan, or test the vulnerability of the Service or any Genbai system or networks.
Use the Service for any activities related to political or state violence, including but not limited to, the development, distribution, or management of military weaponry, police work, or any form of law enforcement or paramilitary activities. This includes any activities intended to support, promote, or coordinate violence by state actors or political groups.
2.3. API Access Restrictions
As part of the provision of its Service, Genbai may provide the Customer with access to one or more application program interfaces (“API(s)”). Genbai may, in its sole discretion, set and enforce limits on the Customer’s use of the API, and the Customer agrees to adhere to such limits. Genbai may also suspend the Customer’s access to the API or cease providing the API at any time.
3. Third-Party Applications
The Service may work together with third-party products, services, or applications that are not owned or controlled by Genbai (e.g., GitHub) (“Third-Party Applications”), and the Customer, at its sole option, may choose to use such Third-Party Applications. If necessary for the Service and the Third-Party Application to work together, the Customer will provide its login information to Genbai for the sole purpose of Genbai providing the Service to the Customer, and the Customer represents and warrants that the Customer has the right to provide such login information without breach by the Customer of any of the terms and conditions that govern the Customer’s use of the applicable Third-Party Application. Genbai does not endorse such Third-Party Applications. The Customer acknowledges and agrees that this Agreement does not apply to the Customer’s use of such Third-Party Applications, and the Customer may be required by the providers of such Third-Party Applications to enter into separate agreements for the Customer’s use. Genbai expressly disclaims all representations and warranties relating to any Third-Party Applications. The Customer will look solely to the providers of the Third-Party Applications for any warranty-related issues or other claims. The Customer’s use of Third-Party Applications is at the Customer’s own risk. Genbai will have no liability or other obligation of any kind arising out of or related to any Third-Party Applications, including arising from the Customer’s use or inability to use Third-Party Applications.
4. Payment Obligations
4.1. Fees
The Customer will pay for access to and use of the Service as set forth on the applicable Order (“Fees”). All Fees will be paid in the currency stated in the applicable Order or, if no currency is specified, U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, non-refundable. Genbai may modify its Fees or introduce new fees at its sole discretion. The Customer always has the right to choose not to renew its subscription if it does not agree with any new or revised Fees.
4.2. Payment
Genbai, either directly or through its third-party payment processor (“Stripe”), will charge the Customer for the Fees via credit card or ACH payment, pursuant to the credit card or ACH payment information provided by the Customer to Genbai. Genbai will have the right to charge the Customer’s credit card or ACH payment method for any services provided to the Customer by Genbai under the Order, including recurring Fees. It is the Customer’s sole responsibility to provide Genbai with current and up-to-date credit card or ACH information; failure to provide such information may result in suspension of the Customer’s access to the Services. Genbai will also have the right to set off any Fees due from the Customer to Genbai. If the Customer pays the Fees through a Payment Processor, such payment processing will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. Genbai is not responsible for any error by, or other acts or omissions of, the Payment Processor. Genbai reserves the right to correct any errors or mistakes that the Payment Processor makes even if Genbai has already requested or received payment. If authorized by the Customer through acceptance of an Order, recurring charges (e.g., monthly billing) will be charged to the Customer’s payment instrument without further authorization from the Customer, until the Customer terminates this Agreement in accordance with its terms or changes its payment method in the Customer’s account in the Service.
4.3. Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with its purchases hereunder. If Genbai has the legal obligation to pay or collect Taxes for which the Customer is responsible under this section, Genbai will invoice the Customer, and the Customer will pay that amount unless the Customer provides Genbai with a valid tax exemption certificate authorized by the appropriate taxing authority in advance. For clarity, Genbai is solely responsible for taxes assessable against it based on its income, property, and employees.
4.4. Failure to Pay
If the Customer fails to pay any Fees when due, Genbai may suspend the Customer’s access to the Service pending payment of such overdue amounts. The Customer also authorizes Genbai to make multiple re-attempts at charging the Customer’s payment instrument if an initial charge attempt is unsuccessful, without any specific limit on the number of retries. If the Customer believes that Genbai has billed the Customer incorrectly, the Customer must contact Genbai no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Once Genbai receives notice of a disputed invoice, Genbai will review such notice and provide the Customer with a written decision regarding the dispute, including documentary support for such a decision. If Genbai reasonably determines that the amounts billed are, in fact, due, the Customer will pay such amounts (if it has not done so already) within ten (10) days of Genbai notifying the Customer in writing of such a decision.
5. Term and Termination
5.1. Agreement Term and Renewals
Subscriptions to access and use the Service commence on the start date stated on the applicable Order (“Subscription Start Date”) and continue for the duration of the Subscription Period. The Customer may choose not to renew its Subscription Period by notifying Genbai at account@genbai.ai (provided that Genbai confirms such cancellation in writing) or by modifying its subscription through the Customer’s account within the Service. This Agreement will become effective on the first day of the Subscription Period and remain effective for the duration of the Subscription Period stated on the Order, along with any renewals of the Subscription Period and any period that the Customer is using the Service, even if such use is not under a paid Order (“Term”). If the parties terminate this Agreement, it will automatically terminate all Orders. If the Customer cancels or does not renew its paid subscription to the Service, the Customer’s subscription will be accessible but will automatically be downgraded to a version of the Service with diminished features and functionality that Genbai offers to unpaid subscribers (“Free Version”). If the Customer or Genbai terminates this Agreement, or the Customer deletes its workspace within the Service, the Customer will not have access to the Free Version.
5.2. Termination
Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the breaching party’s receipt of such notice. Genbai may terminate the Customer’s access to the Free Version at any time upon notice to the Customer.
5.3. Effect of Termination
If the Customer terminates this Agreement because of Genbai’s uncured breach, Genbai will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If Genbai terminates this Agreement because of the Customer’s uncured breach, the Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the effective date of termination, if any. In no event will any termination relieve the Customer of the obligation to pay any Fees payable to Genbai for the period prior to the effective date of termination. Upon any termination of this Agreement, all rights and licenses granted by Genbai hereunder will immediately terminate; the Customer will no longer have the right to access or use the Service. Within thirty (30) days of termination of this Agreement for cause, upon the Customer’s request following termination, or if the Customer deletes its workspace within the Service, Genbai will delete the Customer’s User Information, including passwords and all related information, files, and User Submissions, unless the Customer requests an earlier deletion in writing. If the Customer is using the Free Version, Genbai will retain User Submissions and User Information to facilitate such use. Genbai may delete all User Submissions or User Information if the Customer maintains an account in the Free Version but such account is not used for a period of one (1) year or more.
5.4. Survival
Sections titled “Genbai’s Ownership,” “Third-Party Applications,” “Payment Obligations,” “Term and Termination,” “Warranty Disclaimer,” “Limitation of Liability,” “Confidentiality,” “Data,” and “General Terms” will survive any termination or expiration of this Agreement.
6. Warranties and Disclaimers
6.1. Warranties
The Customer represents and warrants that all User Submissions submitted by Users follow all applicable laws, rules, and regulations.
6.2. Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND GENBAI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CUSTOMER ACKNOWLEDGES THAT GENBAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
7. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, GENBAI WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (B) ANY DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR (C) ANY DAMAGES THAT IN THE AGGREGATE EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE THAT IS OR THE PROFESSIONAL SERVICES THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS WILL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Confidentiality
8.1. Definition
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical, or financial information relating to the Disclosing Party’s business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (hereinafter referred to as the “Confidential Information” of the Disclosing Party). Genbai’s Confidential Information includes non-public information regarding features, functionality, and performance of the Service. The Customer’s Confidential Information includes the User Information and User Submissions. This Agreement and the information in all Orders will be deemed the Confidential Information of both parties. Notwithstanding the above, Confidential Information does not include information that:
Is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party.
Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
Is received from a third party without breach of any obligation owed to the Disclosing Party.
Was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.
8.2. Protection and Use of Confidential Information
The Receiving Party will:
Protect the Disclosing Party’s Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care.
Limit access to the Confidential Information to those employees, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need to know such information in connection with this Agreement and who are bound by confidentiality and non-use obligations just as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement.
Except as expressly set forth herein, make all commercially reasonable efforts not to disclose any of the Disclosing Party’s Confidential Information to any third parties without the Disclosing Party’s prior written consent.
Not use the Disclosing Party’s Confidential Information for any purpose other than to fulfill its obligations under this Agreement
Nothing above will prevent either party from sharing the terms of this Agreement or the name of the other party with prospective investors or acquirers; provided, however, that the foregoing persons or entities are bound to standard confidentiality obligations.
8.3. Compelled Access or Disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.
8.4. Feedback
The Customer may from time to time provide suggestions, comments, or other feedback with respect to the Service (“Feedback”). For the avoidance of doubt, Feedback will only refer to suggestions, comments, or other feedback provided to Genbai specifically regarding the Service and will not include User Information or User Submissions. Genbai may want to incorporate Feedback into its Service, and this clause provides Genbai with the necessary license to do so. The Customer hereby grants to Genbai and Genbai’s assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license, if any, to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise distribute and exploit any Feedback as Genbai sees fit, entirely without obligation or restriction of any kind, except that Genbai will not identify the Customer as the provider of such Feedback.
9. Data
9.1. User Information
The Customer and its Users are required to provide information such as name, email address, username, IP address, browser, and operating system (“User Information”) upon logging into the Service in order to access the Service. The Customer grants Genbai and its subcontractors the right to store, process, and retrieve the User Information in connection with the Customer’s use of the Service. The Customer represents and warrants that it has obtained all necessary rights to transfer User Information to Genbai and to process the User Information as contemplated by this Agreement. The Customer is responsible for all User Information. Accordingly, the Customer is responsible for all resulting liability if usernames, passwords, tokens, or keys in the Customer’s possession are used by any party not authorized to do so. The Customer (on behalf of its Users) grants Genbai the right to access, use, process, copy, distribute (to Users), perform (for Users), export (to Users), and display (for Users) User Information, only as reasonably necessary:
To provide the Service to the Customer (including the transfer of User Information to Genbai).
To prevent or address service, security, support, or technical issues.
As required by law.
As expressly permitted in writing by the Customer.
9.2. User Submissions
The Customer grants Genbai and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, process, and display (to Users) User Submissions for the sole purpose of providing the Service to the Customer. Except for the limited rights and licenses granted in this Agreement, the Customer will own all right, title, and interest in and to the User Submissions, and there are no implied licenses under this Agreement.
9.3. Service Data
As the Customer (including its Users) interacts with the Service, the Service collects data pertaining to the performance of the Service and measures of the operation of the Service (“Service Data”). Notwithstanding anything else to the contrary herein, provided that the Service Data is aggregated and anonymized, and no User Information, User Submissions, or any other personal identifying information of the Customer is revealed to any third party, the parties agree that Genbai is free to use the Service Data in any manner. Genbai owns all right, title, and interest in and to such Service Data. For clarity, this section does not give Genbai the right to identify the Customer (including its Users) as the source of any Service Data.
9.4. Data Protection
Genbai has established and implemented reasonable information security practices regarding the protection of User Submissions and User Information (collectively “Customer Data”), including administrative, technical, and physical security processes. Notwithstanding the foregoing, the Customer is responsible for maintaining appropriate security, protection, and backup of its hardware, software, systems, information, and Customer Data.
10. General Terms
10.1. Publicity
Provided that the Customer gives its prior written consent, Genbai may identify the Customer and use and display the Customer’s name, logo, trademarks, or service marks on Genbai’s website and in Genbai’s marketing materials.
10.2. Force Majeure
Genbai will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of Genbai that make it impossible or commercially impracticable for such a party to perform its obligations hereunder, which may include failure by a third-party hosting provider or utility provider, strikes (provided that such a strike does not involve the employees of the party failing to perform), shortages, riots, fires, acts of God, war, terrorism, and governmental action.
10.3. Changes
The Customer acknowledges that the Service is an online, subscription-based product, and that to provide an improved customer experience, Genbai may make changes to the Service provided. However, Genbai will not materially decrease the core functionality of the Service. Genbai may also unilaterally modify the terms of this Agreement by notifying you at least thirty (30) days prior to such changes taking effect and posting such changes at genbai.ai/terms.
10.4. Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
10.5. No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law.
10.6. Email Communications
Notices under this Agreement will be provided as follows:
All notices regarding the Service will be sent by email, although Genbai may instead choose to provide notice to the Customer through the Service.
Notices to Genbai must be sent to account@genbai.ai.
All notices to the Customer will be sent to the email(s) provided through the Service.
Notices will be deemed to have been duly given:
The business day after it is sent, in the case of notices through email.
The same day, in the case of notices through the Service.
10.7. Amendment and Waivers
No modification or amendment to this Agreement will be effective unless made in writing and signed or accepted by an authorized representative of both parties. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
10.8. Severability
This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
10.9. Assignment
Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Genbai may assign this Agreement in its entirety (including all Orders), without the consent of the Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Genbai’s assets. Any purported assignment in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
10.10. Governing Law and Venue
This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Washington without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The state and federal courts located in Seattle, Washington will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation, or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
10.11. Entire Agreement
This Agreement, including all referenced pages and Orders, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.