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MUTINY TERMS OF SERVICE

Thank you for signing up for a subscription with Mutiny HQ Corporation. (“Mutiny”, “we” or “us”). By placing an order, clicking to accept these Terms of Service (“Terms”), or using or accessing any Mutiny Service (as defined below) or related services, you agree to be bound by these Terms. If you are using a Mutiny Service or related services on behalf of a company or other entity, then “Customer” or “you” means that entity, and you are binding that entity to these Terms. You represent and warrant that you have the legal power and authority to enter into these Terms and that, if the Customer is an entity, these Terms and each Order Form (as defined below) is considered entered into by an employee or agent with all necessary authority to bind that entity to these Terms. These Terms are effective as of November, 2022. Mutiny may modify this Agreement at any time, in its sole discretion. If Mutiny does so, it will let you know by posting the modified Agreement in the Mutiny Services.

1. OVERVIEW OF THE MUTINY PLATFORM

Mutiny provides a suite of products that allow subscribers to test, personalize, and analyze the experiences they deliver through a variety of platforms, such as web and landing pages. To accomplish this, Customer first installs Mutiny Code (as defined below) for the relevant platform, and then uses the tools within the applicable Mutiny Service to select Content (as defined below) to personalize. Based on these selections, variations of Customer Properties (as defined below) are presented to Visitors (as defined below). The Service-specific terms of service and the applicable documentation provide additional details about each Mutiny Service. 

  • DEFINITIONS. The following terms used in the Terms have the following meanings:

  • “Affiliate” means any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control of a party.

  • “Aggregate/De-Identified Data” means: (i) de-identified Customer Data aggregated solely for the uses set forth in Section 4.2; and (ii) and de-identified, aggregate data regarding use of the Mutiny Service.

 “Authorized Users” means Customer’s employees and contractors (such as media agencies or marketing consultants) who (i) are authorized by Customer to use the Mutiny Service; and (ii) are acting for Customer’s benefit and on its behalf. Thank you for signing up for a subscription with Mutiny HQ Corporation. (“Mutiny”, “we” or “us”). By placing an order, clicking to accept these Terms of Service (“Terms”), or using or accessing any Mutiny Service (as defined below) or related services, you agree to be bound by these Terms. If you are using a Mutiny Service or related services on behalf of a company or other entity, then “Customer” or “you” means that entity, and you are binding that entity to these Terms. You represent and warrant that you have the legal power and authority to enter into these Terms and that, if the Customer is an entity, these Terms and each Order Form (as defined below) is considered entered into by an employee or agent with all necessary authority to bind that entity to these Terms. These Terms are effective as of July, 2019. Mutiny may modify this Agreement at any time, in its sole discretion. If Mutiny does so, it will let you know by posting the modified Agreement in the Mutiny Services.

1. OVERVIEW OF THE MUTINY PLATFORM

Mutiny provides a suite of products that allow subscribers to test, personalize, and analyze the experiences they deliver through a variety of platforms, such as web, mobile, server-side, email and ads. To accomplish this, Customer first installs Mutiny Code (as defined below) for the relevant platform, and then uses the tools within the applicable Mutiny Service to select Content (as defined below) to personalize. Based on these selections, variations of Customer Properties (as defined below) are presented to Visitors (as defined below). The Service-specific terms of service and the applicable documentation provide additional details about each Mutiny Service. 

2. DEFINITIONS

2.1 “Aggregate/De-Identified Data” means: (i) data generated by aggregating Customer Data with other data so that results are de-identified with respect to Customer or its Visitors; and (ii) learnings, logs, and data regarding use of the Mutiny Service.

2.2 “Authorized Users” means Customer’s employees and contractors (such as media agencies or marketing consultants) who are acting for Customer’s benefit and on its behalf.

2.3 “Content” means text, images, videos or other content for the Customer Property that Customer selects for use with the Mutiny Service. This Content becomes public on the Customer Properties, so Customer should only provide Content that it wishes others to see. 

2.4 “Customer Data” means: (i) Content; (ii) Submitted Data; (iii) Visitor Data.

2.5 “Confidential Information” means code, inventions, know-how, product plans, inventions, and technical and financial information exchanged under these Terms, that are identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed. 

2.6 “Customer Property or Properties” means: (i) Customer Sites; or (iii) other types of platforms or properties (as may be supported by Mutiny) specified in the applicable Order Form.

2.7 “Customer Sites” means the web domains expressly identified in the applicable Order Form.

2.8 “Order Form” means any Mutiny ordering documentation or online sign-up or subscription flow that references these Terms. 

2.9 “Mutiny Code” means the code developed and provided by Mutiny to Customer for use in connection with the Mutiny Service, which may include Mutiny’s JavaScript code, SDK(s) and Add-Ons developed and provided by Mutiny. 

2.10 “Mutiny Service” means the specific proprietary software-as-a-service product(s) of Mutiny specified in Customer’s Order Form, including any related Mutiny Code and documentation. 

2.11 “Mutiny Technology” means the Mutiny Service, any and all related or underlying documentation, technology, code, know-how, logos and templates (including in any reports or output obtained from the Mutiny Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback. 

2.12 “Regulated Data” means: (i) any “personal information” or “personal data” as those terms are defined by applicable laws (other than personal information about Authorized Users); (ii) any patient, medical, or other protected or regulated health information; or (iii) any government IDs, financial information (including bank account or payment card numbers), or any other information subject to regulation or protection under specific laws or regulations.

2.13 “Scope of Use” means the usage limits or other scope of use descriptions for the Mutiny Service included in the applicable Order Form (including descriptions of packages and features) or documentation. These include any numerical limits on Visitors or Authorized Users, descriptions of product feature levels, and names or numerical limits for Customer Properties. 

2.14 “Submitted Data” means data uploaded, inputted or otherwise submitted by Customer to the Mutiny Service, including Third-Party Content. 

2.15 “Subscription Term” means the initial term for the subscription to the applicable Mutiny Service, as specified on Customer’s Order Form(s), and each subsequent renewal term (if any). 

2.16 “Third-Party Content” means content, data or other materials that Customer provides to the Mutiny Service from its third-party data providers, including through Add-Ons used by Customer.

2.17 “Visitor” means any end user of a Customer Property. 

2.18 “Visitor Data” means the data concerning the characteristics and activities of Visitors on the Customer Properties collected for Customer by the Mutiny Service, including any data specified in the Service-specific terms of service. 

3. ACCOUNT REGISTRATION AND USE

Customer and its Authorized Users may need to register for a Mutiny account in order to place orders or to access or receive a Mutiny Service. Account information must be accurate, current, and complete. Customer agrees to keep this information up-to-date so that Mutiny may send notices, statements, and other information by email or through Customer’s account. 

4. USE RIGHTS

4.1 Use of Mutiny Services. Subject to these Terms, Mutiny grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the applicable Subscription Term to access and use the Mutiny Service(s) designated on Customer’s Order Form solely for Customer’s internal business purposes, but only in accordance with these Terms (including without limitation any applicable Service-specific terms of service), the applicable documentation, and all applicable Scope of Use descriptions. The rights granted in this Section further include the right to install and use the relevant Mutiny Code on the specified Customer Properties and, in the case of Customer Apps, to distribute the installed Mutiny Code with Customer Apps. 

4.2 Use by Others. Customer may permit its Authorized Users to use the Mutiny Service, provided their use is for Customer’s benefit only and remains in compliance with these Terms. Customer will be responsible and liable for all Authorized Users’ use and access and their compliance with these Terms. Use by all Authorized Users in aggregate will count towards applicable Scope of Use restrictions. 

4.3 General Restrictions. Customer must not (and must not allow any third party) to: (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Mutiny Service to a third party (except Authorized Users); (ii) incorporate the Mutiny Service (or any portion of it) with, or use it with or to provide, any site, product, or service, other than on Customer Properties owned-and-operated by Customer and as specifically permitted above; (iii) publicly disseminate information regarding the performance of the Mutiny Service (which is deemed Mutiny’s Confidential Information); (iv) modify or create a derivative work of the Mutiny Service or any portion of it; (v) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Mutiny Service (including Mutiny Code), except to the extent expressly permitted by applicable law and then only with advance notice to Mutiny; (vi) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Mutiny Service, or configure the Mutiny Service (or any component thereof) to avoid sending events or impressions or to otherwise avoid incurring fees; (vii) distribute any portion of the Mutiny Service other than the Mutiny Code installed in Customer Properties as specifically permitted above; (viii) access the Mutiny Service or use any Confidential Information for the purpose of building a competitive product or service or copying its features or user interface; (ix) use the Mutiny Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Mutiny’s prior written consent; or (x) remove or obscure any proprietary or other notices contained in the Mutiny Service, including in any reports or output obtained from the Mutiny Service. 

5. CUSTOMER DATA

5.1 Rights in Customer Data. As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the Customer Data, all Customer Properties, and all content contained within them (excluding any Mutiny Technology). Customer hereby grants Mutiny a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data solely to the extent necessary to provide the Mutiny Service and related services to Customer and as set out in Section 5.2 (Aggregate/De-Identified Data). For Content, this includes the right to publicly display and perform Content and the Customer Properties (including derivative works and modifications) as directed by Customer through the Mutiny Service. 

5.2 Aggregate/De-Identified Data. Customer agrees that Mutiny will have the right to generate Aggregate/De-Identified Data and that Aggregate/De-Identified Data is Mutiny Technology, which Mutiny may use for any business purpose during or after the term of these Terms (including without limitation to develop and improve Mutiny’s products and services and to create and distribute reports and other materials). For clarity, Mutiny will only disclose Aggregate/De-Identified Data externally in a de-identified form that does not identify Customer, Authorized Users, or Visitors, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). Customer is not responsible for Mutiny’s use of Aggregate/De-Identified Data. 

5.3 Security. Mutiny agrees to maintain commercially reasonable technical and organizational measures designed to secure its systems from unauthorized access, disclosure and modification. Mutiny’s security measures will include: (i) storing Customer Data on servers located in a physically secured location; and (ii) using firewalls, access controls, and similar security technology designed to protect Customer Data from unauthorized access, disclosure and modification. 

5.4 Storage. Mutiny does not provide an archiving service. During the Subscription Term, Customer acknowledges that Mutiny may delete Content no longer in active use. Mutiny expressly disclaims all other obligations with respect to storage. Additional storage terms may be specified in the applicable Service-specific terms of service. 

5.5 Data Processing Terms. If and when Mutiny Processes personal information and/or personal data on behalf of Customer (“Personal Data”), this Section shall apply. Capitalized terms in this Section not defined by the Terms shall have the meaning given to them in the EU General Data Protection Regulation (2016/679) (“GDPR”), but shall apply irrespective of whether or not GDPR is applicable. When Mutiny Processes Personal Data, it shall: (i) only Process Personal Data in accordance with Section 5.1 – 5.2; (ii) ensure all persons authorized to Process Personal Data are committed to confidentiality; (iii) secure Personal Data in accordance with Section 5.3; (iv) only engage subprocessors in accordance with Section 16.4. Mutiny shall provide Customer notice of any new subprocessors by updating its list of subprocessors found at https://www.mutinyhq.com/terms/subprocessors and allow Customer five (5) days to object. Mutiny shall remain responsible to Customer for its subprocessor’s failure to perform their obligations with respect to Personal Data in accordance with applicable laws; (v) notify Customer without undue delay upon becoming aware of a Personal Data Breach in accordance with applicable laws; (vi) assist Customer with any individual rights requests insofar as this is possible. If a Data Subject sends a request directly to Mutiny, Mutiny shall forward the request to Customer and may only respond to the Data Subject to the extent necessary to determine the request relates to Customer; (vii) provide reasonable assistance to Customer so that Customer may fulfill its obligations under applicable laws (e.g., Articles 35 and 36 of the GDPR); (viii) upon Customer’s request, delete or return all Personal Data upon expiry or termination of the Terms; and (ix) provide all information reasonably necessary to demonstrate Mutiny’s compliance with this Section 5.5, including allowing for audits whereby Mutiny will complete a data protection questionnaire of reasonable length submitted by Customer to confirm Mutiny’s compliance with this Section. 

To the extent necessary, Customer and Mutiny will use the European Commission Decision C(2010)593 Standard Contractual Clauses for Controllers to Processors (“Model Clauses”) to support the transfer of Personal Data outside of the European Economic Area, the terms of which are herein incorporated by reference. The audits described in Clause 5(f) and Clause 12(2) of the Model Clauses shall be carried out in accordance with Section 5.5(ix). Pursuant to clause 5(h) of the Model Clauses, Customer agrees that Mutiny may engage new subprocessors in accordance with Section 5.5(iv). The subprocessor agreements referenced in Clause 5(j) and certification of deletion referenced in Clause 12(1) of the Model Clauses shall be provided by Mutiny only upon Customer’s written request. The optional clauses are expressly not included. Each party’s acceptance of these Terms shall be considered a signature to the Model Clauses. 

6. CUSTOMER OBLIGATIONS

Customer agrees to: (i) maintain a legally-adequate privacy policy on its Customer Properties and provide all required disclosures to its Visitors; (ii) obtain all necessary rights, releases, and consents to allow Customer Data to be collected, used, and disclosed in the manner contemplated by these Terms and to grant Mutiny the rights set out in these Terms; (iii) except for online identifiers (such as IP addresses or cookie IDs) collected by default by the Mutiny Service,  not submit, collect, or use any Regulated Data to or with the Mutiny Service (including from third-party products) without Mutiny’s prior written consent; (iv) comply with any third-party terms applicable to any Customer Apps (such as app store terms), and to any third-party products used in connection with the Mutiny Service; (v) not take any action that would cause Mutiny, the Mutiny Service or the Mutiny Code to become subject to any third-party terms (including open source license terms). Customer represents and warrants that its Customer Properties and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. If Customer receives any take down requests or infringement notices related to Customer Data or its use of third-party products, it must promptly: (a) stop using the related item with the Mutiny Service; and (b) notify Mutiny. If Mutiny receives any take down requests or infringement notices related to Customer Data or Customer’s use of third-party products, Mutiny may respond in accordance with its policies, and will notify and consult with the Customer on next steps. 

7. SERVICES

Mutiny makes available support services to Customer upon payment of applicable fees (if any), as specified in Customer’s Order Form. Any support services are subject to these Terms and Mutiny’s applicable support policies. Mutiny may also provide onboarding, deployment and other services under these Terms. The scope, pricing, and other terms for these additional services will be specified in an Order Form. Customer may use anything delivered as part of these additional services internally during its Subscription Term to support its authorized use of the Mutiny Service, subject to the restrictions in Section 4 (Use Rights) above applicable to the Mutiny Service itself. 

8. FEES AND PAYMENT

By placing an Order Form for purchase of the Services, Customer agrees to pay Mutiny the fees specified in the Order Form (“Fees”). Unless otherwise stated in the Order Form, Customer will pay Mutiny Fees for the entire Subscription Term (as defined in the Order Form). All amounts payable under these Terms are exclusive of all sales, use, value-added, withholding, and other taxes and duties. Customer will pay all taxes and duties assessed in connection with these Terms and its performance by any authority within or outside of the U.S., except for taxes payable on Mutiny’s net income. All amounts not paid when due under these Terms will accrue interest daily (without the requirement of a notice) at a rate of 1.5% per month or the highest rate permissible by law, whichever is lower, until the unpaid balance is paid in full. Customer understands and agrees that Customer is solely responsible for any costs incurred by Customer with respect to Customer’s use of any third party services in connection with Customer’s access to and use of the Services. Customer is solely responsible for the cost of Third-Party Content from data providers such as Clearbit.

9. TERM AND TERMINATION

9.1 Term. These Terms is effective until all Subscription Terms for the Mutiny Service(s) have expired or are terminated as expressly permitted in these Terms. 

9.2 Subscription Term and Renewals. By executing an Order Form for purchase of an Mutiny Service, Customer is agreeing to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.3 (Termination for Cause). Each Subscription Term will renew as specified in the Order Form. Customer will pay Mutiny the Fees pursuant to the schedule and payment terms specified in the Order Form. Pricing for any Subscription Term renewal, new Order Form, or Order Form changes will be at Mutiny’s then-applicable rates.

 9.3 Termination for Cause. Either party may terminate these Terms upon written notice if the other party breaches any material term of these Terms and fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party. 

9.4 Effect of Termination. Upon any expiration or termination of these Terms or an Order Form: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the applicable Mutiny Service(s) (including any related Mutiny Technology); (b) stop distributing any Mutiny Code installed on its Customer Properties; (c) delete (or, at Mutiny’s request, return) any and all copies of the Mutiny Code, any Mutiny documentation, passwords or access codes, and any other Mutiny Confidential Information in Customer’s possession, custody, or control; and (d) pay to Mutiny all accrued amounts due and payable through the date of termination of this Agreement;; and (ii) Customer’s right to access any Customer Data in the applicable Mutiny Service will cease and Mutiny may delete the Customer Data at any time after 30 days from the date of termination. 

9.5 Survival. The following Sections survive any expiration or termination of these Terms: 2 (Definitions); 3 (Account Registration and Use); 4.3 (General Restrictions); 5.1 (Rights in Customer Data); 5.2 (Aggregate/De-Identified Data); 8 (Fees and Payment); 9 (Term and Termination); 10 (Confidential Information); 11 (Mutiny Technology); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); and 16 (General). 

10. CONFIDENTIAL INFORMATION

10.1 Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by these Terms; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under these Terms. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know (which, for Mutiny, includes the subcontractors referenced in Section 15.4), provided that the party remains responsible for any recipient’s compliance with the terms of this Section 10 and that these recipients are bound to confidentiality obligations no less protective than this Section. 

10.2 Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to a Party’s advisors, attorneys, actual or bona-fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes, or to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information. 

11. MUTINY TECHNOLOGY

11.1 Ownership and Updates. Customer acknowledges that it is obtaining only a limited right to use the Mutiny Service and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer under these Terms. Customer agrees that Mutiny (or its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Mutiny Technology (which is deemed Mutiny’s Confidential Information) and reserves any licenses not specifically granted in these Terms. Other than the Mutiny Code, the Mutiny Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Mutiny Service and that Mutiny, at its option, may make updates, bug fixes, modifications or improvements to the Mutiny Service from time-to-time. 

11.2 Feedback. Customer and its Authorized Users acknowledge that any comments, ideas, suggestions and other feedback regarding the Services that Customer and its Authorized Users provide to or share with Mutiny in any format (the “Feedback”), will be the sole and exclusive property of Mutiny. Customer and its Authorized Users hereby irrevocably transfer and assign to Mutiny and agree to irrevocably assign and transfer to Mutiny all of Customer’s and its Authorized Users’ rights, title, and interests in and to all Feedback, including all Intellectual Property Rights therein. 

12. INDEMNIFICATION

12.1 Customer Indemnification. Customer agrees to defend and indemnify Mutiny from and against any third-party claims and liabilities to the extent resulting from: Customer Data; Customer Properties (including services or products provided through the Customer Properties); or a breach or alleged breach of Section 6 (Customer Obligations). Customer must not settle any claim without Mutiny’s prior written consent. Mutiny may participate in a claim through counsel of its own choosing at its own expense and Customer and Mutiny will reasonably cooperate on the defense. 

12.2 Mutiny Indemnification.  Mutiny will defend and pay all damages finally awarded against Customer pursuant to a final, valid and binding judgment or order, or a final settlement agreement with respect to any claim, suit or proceeding brought by a third-party against Customer arising from infringement of third-party intellectual property rights by the Mutiny Services. Mutiny’s indemnification obligations hereunder is Customer’s sole and exclusive remedy and it will not apply if the underlying third-party claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Data; (iii) modifications to the Mutiny Services by anyone other than Mutiny; or (iv) combinations of the Mutiny Services with software, data or materials not provided by Mutiny. 

13. DISCLAIMERS

ALL MUTINY TECHNOLOGY AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER MUTINY NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MUTINY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT MUTINY TECHNOLOGY WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT MUTINY TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. MUTINY DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. MUTINY WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-MUTINY SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR REGULATED DATA RECEIVED FROM CUSTOMER IN BREACH OF THESE TERMS, FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THESE TERMS, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON MUTINY TECHNOLOGY OR MUTINY’S RELATED SERVICES (INCLUDING CHANGES TO CUSTOMER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW. 

14. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MUTINY OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES. MUTINY’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO MUTINY FOR THE APPLICABLE MUTINY SERVICE OR RELATED SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, MUTINY’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US). 

15. GENERAL

5.1 Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the advance written consent of the other party, except that Mutiny may assign these Terms without consent to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 16.1 will be void. 

15.2 Notices. Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to Mutiny, in English, at the following address, jaleh@mutinyhq.com. Mutiny may send notices to the email addresses on Customer’s account or, at Mutiny’s option, to Customer’s last-known postal address. 

15.3 Publicity. Mutiny may use Customer’s name, logo, and marks (including marks on Customer Properties) (collectively referred to as “Customer’s Marks”) to identify Customer as a Mutiny customer on Mutiny’s website and other marketing materials. Upon Customer’s request, Mutiny will cease using the Customer’s Marks. 

15.4 Subcontractors. Mutiny may use subcontractors and permit them to exercise the rights granted to Mutiny in order to provide the Mutiny Service and related services under these Terms. These subcontractors may include, for example, Mutiny’s hosted service and CDN providers. 

15.5 Independent Contractors. The parties to these Terms are independent contractors, and these Terms does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. 

15.6 Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect. 

15.7 Governing Law. These Terms and all matters arising out of or relating to these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. Any legal action or proceeding relating to these Terms will be brought exclusively in the state or federal courts located in the Northern District of California. Mutiny and Customer hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. 

15.8 Entire Terms. These Terms represents the parties’ complete and exclusive understanding relating to the Terms’ subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Mutiny Technology or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.