Avant Terms and Conditions 

PLEASE READ THESE TERMS AND CONDITIONS (“Terms”) CAREFULLY. BY CLICKING ACCEPT OR ACCESSING, USING OR OTHERWISE RESELLING THE SERVICE (as defined below), OR AUTHORIZING OR PERMITTING ANY CUSTOMERS (as defined below) TO ACCESS, USE OR RESELL, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THESE TERMS, THEN DO NOT CLICK ACCEPT AND YOU AND ANY CUSTOMERS MAY NOT ACCESS OR USE THE SERVICE.

You agree to be bound by this Agreement (as defined below) with GroGuru Inc., a Delaware corporation (“GroGuru”) as of the Effective Date (as defined below). You are entering into this Agreement on behalf of the company, organization or other legal entity whose name address and identifying information were entered online during registration (“Subscriber”, “You”, “Your” or a related capitalized term herein shall refer to such entity), and on a subscription basis as set forth on one or more order form(s) submitted by You and accepted by GroGuru (each an “Order Form”). You represent and warrant to GroGuru that You have the authority to bind such entity to this Agreement. If You do not have such authority, or if You do not agree with this Agreement, You must not access, use or resell, or authorize or permit any access, use or resale of, the Services. The “Effective Date” of this Agreement is the date which is earlier of (a) Your or your customer’s initial access to the Service, or (b) the effective date of the first Order Form. The (1) Order Form(s), (2) these Terms and (3) the Privacy Policy found at www.groguru.com/privacy, including any and all attachments, exhibits or schedules thereto and hereto, each and all attached and incorporated herein by reference, are collectively the “Agreement”. This Agreement specifically excludes and disavows any terms or conditions provided by Subscriber in any invoice, order form, receipt, acknowledgement or other form or document; in the event of a conflict between an Order Form and these Terms, the Order Form governs.

GroGuru may, in its sole discretion, modify these Terms at any time in its sole discretion effective upon posting the modified Terms through the Service, with notice to you through the Service. You are responsible for regularly reviewing any information posted through the Service, including such modified Terms, if any. If you do not agree to the modified Terms, you agree to immediately stop using the Service. YOUR CONTINUED ACCESS, USE OR RESALE OF THE SERVICE AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS.

SECTION 9.2 AND 9.3 BELOW IMPACT YOUR RIGHT TO FILE A LAWSUIT IN COURT; READ CAREFULLY BEFORE ACCEPTING THESE TERMS.

Service
Subject to the terms and conditions of the Agreement, GroGuru grants Subscriber the right to offer the Hardware (as defined below) together with the Software (as defined below) on a subscription basis (collectively, the “Service”) to its customers and, if applicable, its customers’ end users (collectively, “Customers”), as more particularly set forth in each accepted Order Form(s). In no event shall Subscriber provide any Services except pursuant to an accepted Order Form.

Hardware
GroGuru shall lease to Subscriber the quantity and type of hardware set forth on each accepted Order Form (“Hardware”). All right, title and interest in and to the Hardware remains with GroGuru. Subscriber shall only re-lease the Hardware to Customers. Subscriber or an agent of Subscriber is solely responsible for installing and maintaining the Hardware for each Customer. Upon expiration or termination of this Agreement, Subscriber shall return the Hardware to GroGuru within sixty (60) days after such expiration or termination. In the event of a material, uncured breach by Subscriber under Order Form(s), GroGuru reserves the right to remove the Hardware from the applicable Customer(s) at Subscriber’s cost.

Software
Subject to the terms and conditions of this Agreement, GroGuru hereby grants to Subscriber a nonexclusive, nontransferable, revocable, fee-bearing right and license during the Term (as defined below) to sublicense solely to Customers the access and use of its proprietary software platform known as InSites (“Software”) solely for the Customers’ own internal business purposes. The Software is licensed, not sold; and except as specifically set forth in Order Form(s), GroGuru retains all right, title and interest in and to the Software. Subscriber acknowledges and agrees that the Software may only be used with the Hardware and approved third-party API partners. GroGuru shall host and provide the Software to Customers. GroGuru shall maintain the Software during the Term and will provide to Subscriber and Customers updates and bug fixes to the Software as may be needed from time to time; all such updates will be subject to the Agreement. GroGuru, in its sole discretion, may offer upgrades and/or new releases to Subscriber and Customers.

 App
GroGuru shall make its mobile app for the Service (“App”) available to Subscriber and Customer(s) via publicly available downloadable app stores promptly after the Effective Date. Use of the App is pursuant to the terms and conditions set forth therein (“Terms of Use”).

 Restrictions
With respect to the Service, including without limitation the Software and the App, Subscriber will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service; modify, translate, or create derivative works based on the Service; use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party other than Customer(s); remove any proprietary notices or labels; or use or send viruses or other harmful computer code through the Services.

Suspension
GroGuru reserves the right to suspend Subscriber’s or Customer(s)’ access to the Service in the event of breach or where Customer(s)’s use of the Service threatens the integrity of the Service, with or without prior notice.

Obligations
Subscriber and its Customers shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation modems, hardware, servers, software, operating systems, networking, web servers and the like. Subscriber shall (1) install and maintain the Hardware for the Customers and (2) support and train the Customers (including first tier support) on the use of the App and Services, whether directly or through its authorized and trained network of dealers and providers. Subscriber shall pass-through to each Customer (including for the avoidance of doubt the customers of each Customer) the following obligations and requirements:

Each end user of the Service, whether Customer, a customer of Customer or a customer of Customer’s customers, must agree to the embedded Terms of Use;

Subscriber shall respond to all Customer issues, complaints, concerns or other communications regarding the App or the Service within 72 hours of its initial receipt, and shall provide the necessary remedies and fixes within 72 hours of the determination by GroGuru of where the fault lies;

GroGuru reserves the right, in its sole discretion, to finance, factor or otherwise assign payment obligations under this Agreement at any time;

All Hardware shall be returned to GroGuru at the expiration or termination of any applicable agreement pursuant to Section 1(b) above;

Each Customer agrees to the restrictions in Section 1(e) above and GroGuru’s right to suspend access pursuant to Section 1(f) above;

Each Customer agrees to GroGuru’s rights to data collected by and through the Service as set forth in Sections 4(b) and (c) below;

Each agreement with a Customer shall not be for less than five years and shall not have any contractual terms where any party may unilaterally early terminate, unless the Customer and the End User agree to complete and total acceleration of all fees due for the term.

Training and Support
GroGuru shall provide training and second-tier support to Subscriber for the Service, and Subscriber shall provide training and first tier support to Customers for the Service.

Term
Except as otherwise stated differently on an Order Form, the term of this Agreement commences on the Effective Date and continues for five (5) years (“Initial Term”). Thereafter, this Agreement automatically renews for additional one-year periods (each a “Renewal Term”, and with the Initial Term, “Term”) unless either party requests termination at least ninety (90) days prior to the end of the then-current Term.

Termination
In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ notice (or with ten (10) days’ notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of the Agreement and fails to cure such breach within the thirty-day period.

Survival
All sections of this Agreement which by their nature should survive termination will survive termination, including without limitation accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity and limitations of liability. Upon expiration or termination of the Agreement or an Order Form, (1) Subscriber shall return any and all Hardware to GroGuru, and (2) as applicable, shall assist GroGuru to transfer any and all active Customer accounts to GroGuru or its designee.

Fees and Payment Terms.

Fees
Subscriber shall pay to GroGuru the applicable fees for the Services as set forth in each Order Form, including without limitation the Activation Fee and the Annual Fee (collectively, “Fees”). All Fees are due in advance. Unless otherwise set forth on the Order Form, Subscriber shall provide a valid credit card number to GroGuru and agrees that GroGuru is hereby authorized to charge Subscriber’s credit card for any and all Fees due hereunder; Customer shall keep such credit card active during the Term of this Agreement and shall provide an updated credit card to GroGuru, as necessary. The Activation Fee is waived after the first year of the Initial Term provided the Service is set to auto-renew at the end of each Term. In the event of any early termination of this Agreement or an Order Form, all Fees for the then-current Term shall automatically accelerate and be due and payable on such termination date.

Payment Terms
Except as otherwise set forth in an Order Form, all Fees are due and payable within thirty (30) days after the date of invoice therefor. GroGuru reserves the right to change Fees or applicable charges and to institute new charges and Fees at the end of the Term of an applicable Order Form upon thirty (30) days prior notice to Subscriber (which may be sent by email). Fees not paid when due are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. If not paid by Subscriber within ten (10) days after notice from GroGuru, GroGuru may suspend or terminate  the Service. All Fees are exclusive of any federal, state or local, excise, sales, use, VAT or other taxes and duties and Subscriber shall be responsible for all taxes associated with Services other than U.S. taxes based on GroGuru’s net income.

IP Rights.

Ownership
As between GroGuru and Subscriber, all right, title and interest in and to the Service, including all intellectual property rights therein, and also including without limitation any improvements, enhancements or modifications thereto, are owned exclusively by GroGuru. Except as expressly provided in this Agreement, GroGuru does not grant Subscriber (and expressly reserves) any rights, express or implied, or ownership in the Service.

Data
By providing GroGuru with information through the Service, including without limitation non-public data about Subscriber provided to enable the provision of the Services (“Subscriber Data”), Subscriber hereby grants to GroGuru a royalty-free, fully paid-up, perpetual, irrevocable, assignable, transferable, sublicenseable right and license to copy, modify, distribute and publicly display and perform the Subscriber Data to operate, market, improve and support the Service. Subscriber also agrees and acknowledges that Customer(s) will also grant similar licenses and rights to GroGuru for their similar data (“Customer Data”). For the avoidance of doubt, the Subscriber Data is owned by the Subscriber, and the Subscriber Data will be available for download through the Service.

GroGuru shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including without limitation Subscriber Data and Customer Data), and GroGuru will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other GroGuru offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

Feedback
By sending GroGuru any feedback, comments, questions or suggestions concerning the Service (“Feedback”), Subscriber represents and warrants (i) that it has the right to disclose the Feedback, (ii) that the Feedback does not violate the rights of any other person or entity and (iii) that the Feedback does not contain the confidential or proprietary information of any third party or parties. By sending GroGuru any Feedback, Subscriber hereby grants GroGuru a royalty-free, fully paid-up, perpetual, irrevocable, assignable, transferable, sublicenseable right and license to copy, modify, distribute and publicly display and perform the Feedback in our sole discretion and without any obligation to Subscriber.

Non-Disclosure
Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (“Confidential Information”). Confidential Information of GroGuru includes without limitation non-public information regarding features, functionality and performance of the Service, product roadmaps and financial and pricing information. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years from expiration or termination of this Agreement or any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. A disclosure of Confidential Information that is required to be made by Receiving Party pursuant to any request, order or requirement of a court, administrative agency or any other governmental agency shall not be deemed a breach of this Section 4, provided that Receiving Party has: (x) immediately notified Disclosing Party in writing of such, request, order or requirement, if legally permitted, (y) given Disclosing Party an opportunity to contest disclosure or seek an appropriate protective order, and (z) cooperated with Disclosing Party to narrow the scope of such disclosure to only that portion of the Confidential Information that is necessary to fulfill the request, order or requirement.

Representations and Warranties; Disclaimers, Limitations.

Representation and Warranty - Hardware
During the Term, GroGuru represents and warrants that the Hardware will be free from defects in material and workmanship and will substantially conform to the requirements of this Agreement and the applicable user manuals, documentation and specifications. Subscriber’s sole remedy, and GroGuru’s sole obligation, in the event of a breach of the above warranty is the repair or replacement of the Hardware, in GroGuru’s sole discretion. The warranty provided in this Section 5(a) shall be void and of no effect in the event such Hardware was damaged by the acts or omissions of Subscriber, its customers or its customers’ customers, vandalized by a third party or is otherwise damaged by factors outside the control of GroGuru (“Warranty Exclusions”).

In the event the Hardware does not meet the warranty set forth in this Section 5(a), Subscriber shall contact GroGuru to initiate a return materials authorization (“RMA”) in each instance. Upon Subscriber returning the impacted Hardware to GroGuru, GroGuru shall promptly inspect the Hardware. If the Hardware failed to meet the warranty herein for reasons other than a Warranty Exclusion, GroGuru shall provide Subscriber with replacement Hardware at a price equal to GroGuru’s then-current pricing for replacement Hardware less the Discounted Rate; if the Hardware failed due to a Warranty Exclusion, Subscriber shall pay to GroGuru its then-current pricing for replacement Hardware. For purposes of this provision, “Discounted Rate” equals GroGuru’s then-current pricing for replacement Hardware multiplied by the ratio having a numerator equal to the number of months the Hardware has been installed and a denominator equal to sixty (60). GroGuru may charge Subscriber a reasonable fee for returned Hardware where no fault found.

Service Level Agreement - Software
During the Term, the Service shall be available to Subscriber and Customer(s) ninety-nine percent (99%) of the time, measured monthly (“Uptime Guarantee”). For purposes of calculating the Uptime Guarantee, downtime shall begin to accrue based on the timestamp reported and continues until the availability of the Service is restored. The Uptime Guarantee calculation shall exclude: periods of scheduled maintenance; periods of downtime resulting from Subscriber requests for maintenance; outages caused by third party network connections or utilities, including internet service providers or cellular network providers; or downtime occurring during the first thirty (30) days after the initial installation. If the Service does not meet the Uptime Guarantee in any calendar month, Subscriber shall receive a credit against Fees equal to the amount of such downtime. This Section 5(b) sets forth Subscriber’s sole remedy, and GroGuru’s sole obligation, in the event of a breach of the Uptime Guarantee.

Representations and Warranties
Each Party represents and warrants that they have the right to enter into and execute this Agreement and that its performance hereunder will not violate or breach any existing or future agreement with any third party. Each Party represents and warrants that it has the right to assign and/or license its intellectual property as set forth herein.

Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SOFTWARE AND SERVICES (INCLUDING ANY MODELS OR METRICS) ARE PROVIDED “AS IS” AND GROGURU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE CUSTOM; AND ANY WARRANTIES, GUARANTEES OR CERTIFICATIONS OF ACCURACY, COMPLETENESS OR TIMELINESS OF THE SERVICE(S) OR ITS INFORMATION. GROGURU MAKES NO WARRANTY THAT THE SERVICE(S) OR WILL MEET YOUR EXPECTATIONS OR THAT YOU WILL GENERATE OR SECURE ANY BENEFIT THEREFROM. NO ADVICE, GUIDANCE OR OTHER INFORMATION GIVEN BY GROGURU, WHETHER ORAL, VISUAL OR WRITTEN, SHALL CREATE ANY WARRANTY UNLESS EXPRESSLY MADE HEREIN. GROGURU DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE

Limitations of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, GROGURU AND ITS OFFICERS, DIRECTORS, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST OPPORTUNITIES; (C) FOR ANY MATTER BEYOND GROGURU’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY SUBSCRIBER TO GROGURU FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT IT HAS FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FINDS IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN GROGURU AND SUBSCRIBER.

Indemnification.

By GroGuru
GroGuru shall defend, indemnify and hold Subscriber harmless from liability to third parties resulting from infringement by the Service or Software of any United States patent or any copyright or misappropriation of any trade secret, provided GroGuru is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; GroGuru will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by GroGuru, (ii) made in whole or in part in accordance with Subscriber specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by GroGuru to be infringing, GroGuru may, at its option and expense (x) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (y) obtain for Subscriber a license to continue using the Service, or (z) if neither of the foregoing is commercially practicable, terminate this Agreement and Subscriber’s rights hereunder and provide Subscriber a refund of any prepaid, unused fees for the Service.

By Subscriber
Subscriber shall defend, indemnify and hold GroGuru and its officers, directors, representatives, contactors and employees harmless from any and all liabilities, costs, claims, damages and expenses arising out of or in connection with: (i) this Agreement; (ii) Customers’ use of the Services; (iii) any physical damage, death or bodily injury to any person occurring on a property or in conjunction with the provision of Services; and (iv) any actions, suits or claims brought by Customer(s) or Subscriber’s shareholders, customers, contractors, officers, directors, agents or employees.

Dispute Resolution.

Attorney Fees
In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and expenses actually incurred in endeavoring to enforce the terms of this Agreement, including reasonable attorney fees.

Mandatory Arbitration
Except for Litigation Claims (defined below), any dispute, claim, or controversy arising out of or relating to this Agreement, including without limitation (1) claims relating to the breach, termination, enforcement, interpretation or validity thereof, (2) claims alleging tortious conduct (including negligence) in connection with the negotiation, execution, or performance thereof, or (3) the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration. The arbitration shall be heard by a single arbitrator associated with a nationally-recognized ADR firm and shall be conducted in San Diego, California. Judgment on the Award may be entered in any court having jurisdiction. This section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator shall have the power to award any remedy provided under applicable law, except that the arbitrator shall have no power to award: (1) punitive, exemplary, or multiple damages under any legal theory; (2) mandatory or prohibitory injunctive relief, except for temporary relief in aid of the arbitration or to secure the payment of an award; or (3) any damages in excess of the limits set forth in this section or Section 5 (Limitation of Liability) of these Terms.

Class Action Waiver
No party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to this Agreement, or the breach thereof, other than on an individual, non-class, non-collective action basis. No party shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, in a representative or private attorney general capacity. The arbitrator shall not have the power to consolidate any arbitration under this Agreement with any other arbitration, absent agreement of all parties involved, or otherwise to deal with any matter on a non-individual, class, collective, representative, or private attorney general basis.

Litigation Claims
The following claims (“Litigation Claims”) shall be litigated and not arbitrated: (a) claims against a party to this Agreement under the provisions involving claims by third parties; (b) claims by a party for the unauthorized use, or the misuse, by the other party of the first party’s intellectual property or confidential, proprietary, or sensitive information; (c) claims by GroGuru to collect Fees; and (d) claims for a provisional remedy (such as a temporary restraining order or preliminary injunction) in aid of an arbitration under this Agreement. The Litigation Claims are not subject to arbitration and are expressly excluded by the parties from arbitration.

Subject to the rest of this Section 7, this Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to principals of conflicts of laws and the parties hereby submits to the exclusive jurisdiction of the federal and state courts situated in San Diego County, CA, and the applicable service of process.

General.

Entire Agreement
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Independent Contractors
No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has the authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

Notices
All notices under this Agreement will be in writing, including by email where specifically so stated in this Agreement, and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Counterparts
This Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the Parties signed a single original. A facsimile of an original signature or electronically signed version transmitted to the other Party is effective as if the original was sent to the other Party.

Marketing
For so long as the Agreement is in effect, GroGuru may identify Subscriber as a “customer” on its website and, with the prior approval of Subscriber, on other marketing materials, provided that the inclusion of Subscriber’s name is done in accordance with Subscriber’s brand guidelines. Subscriber shall provide a positive quote about GroGuru’s Services, which GroGuru may, for so long as the Agreement is in effect, include on its website and other marketing materials. Subscriber shall reasonably cooperate with GroGuru to serve as a reference account upon request. In addition, GroGuru may issue one press release within thirty (30) days after the Effective Date and publish one case study on Subscriber’s use of the Services within (60) days after the Effective Date, in each case subject to Subscriber’s prior approval as to any quotes or other statements attributed to it, such consent not unreasonably withheld or delayed.

Export
Subscriber may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

Force Majeure
Except for the payment of moneys owed, in no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a judicial, governmental or public authority, including imposing an embargo.

Assignment
Neither Party shall assign or transfer any rights or obligations under this Agreement (including any applicable Order Form(s)) without the prior written consent of the other Party, not to be unreasonably withheld or delayed, except that GroGuru may assign or transfer this Agreement (including an applicable Order Form(s)) to (i) an entity controlling, controlled by or under common control with it; or (ii) in connection with a spin-off, split-off or other distribution of all or part of the equity interest of GroGuru or an entity controlling, controlled by or under common control with GroGuru, its assigns or a successor of either. In addition, upon prior notice to Subscriber, GroGuru may assign its rights and obligations to account receivables or other moneys owed under this Agreement as part of a factoring arrangement.