Last update:
November 1, 2024
THIS LIMITED PUBLIC BETA PROGRAM FOR GRAPH’S AI AGENT APPLICATION (“LIMITED BETA”) IS OFFERED BY SHINY PLANES, INC. DBA GRAPH AND ITS AFFILIATES (“GRAPH”) AND PARTICIPATION IN THIS BETA PROGRAM IS GOVERNED BY THESE BETA PROGRAM TERMS (THE "BETA TERMS"), THE GRAPH PRIVACY POLICY, THE GRAPH DATA PROCESSING ADDENDUM, AND THE GRAPH ACCEPTABLE USE POLICY AT [INSERT URL] (EACH, RESPECTIVELY THE “PRIVACY POLICY”, “DPA”, AND “AUP” AND COLLECTIVELY, THE “AGREEMENT”) BETWEEN GRAPH AND YOURSELF. THIS AGREEMENT GOVERNS YOUR (“YOU”, “YOURS”, “YOURSELF”, OR “CUSTOMER”) USE OF THE LIMITED BETA SERVICES AS DESCRIBED AT https://www.graphapp.ai/use-cases, INCLUDING THE UNDERLYING SOFTWARE AND RELATED DOCUMENTATION, THE GRAPH APP AGENT, AND THE GRAPH WEBSITE AT https://www.graphapp.ai (COLLECTIVELY THE “SERVICES”), ANY MOBILE VERSION OF THE SERVICES, ANY APPLICATION PROGRAMMING INTERFACES PROVIDED BY US IN CONNECTION WITH THE SERVICES, AND ANY ASSOCIATED USE OF THE TECHNOLOGY OFFERED OR MADE AVAILABLE BY GRAPH.
BY USING THE SERVICES, YOU CONSENT TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU WARRANT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU,” “YOUR,” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MUST NOT USE THE SERVICES. THIS AGREEMENT SUPERSEDES ANY PRIOR AGREEMENTS OR TERMS IF APPLICABLE TO THE PARTIES UNLESS SPECIFICALLY AGREED IN WRITING.
You also hereby acknowledge that Graph has not made any representations, promises, or guarantees that the Services will ever be made generally available to anyone in the future and that Graph has no express or implied obligation to you to announce or introduce the Services. Graph may discontinue the Services at any time, in its sole discretion, with or without notice. With respect to the Services and in the event of a conflict with the Agreement or elsewhere in these Beta Terms, this paragraph will supersede any other terms and conditions contained herein or in the Agreement.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Artificial Intelligence” or “AI” means the Graph deep learning models generating content based on the data on which they’ve been trained.
“Client Application” means the software or software as a service application, which may be provided by Graph or by a designated third party, through which Customer can interact with and access Graph’s Services.
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity.
“Customer Content” means any information, including images, text, sounds or other data that Customer submits to the Services (“Input”) via the Client on which the Services are installed for the purpose of generating desired outputs (“Outputs”). Input and Output together constitute Customer Content.
“Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Third-Party Services.
“Documentation” means all specifications, user manuals, and other materials relating to the Services and provided or made available by Graph to Customer, as may be modified by Graph from time to time.
“Graph API” means the API endpoint accessible via the applicable third-party Client Application.
“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Third Party Service” means Web-based, mobile, offline, or other software functionality that interoperates with a Service, that is provided by Customer or a third party. Third-Party Services, other than those obtained or provided by Customer, will be identifiable as such.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Graph without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, Graph at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors, and agents of Customer, and third parties with which Customer transacts business.
2.1 Provision of Limited Beta Services. Unless or until the Limited Beta Services become generally available (“GA”) under new terms and conditions of use, Graph will (a) make the Services available to Customer at no charge pursuant to this Agreement and applicable Documentation subject to your completion of and Graph’s acceptance of your application to participate found at https://graphapp.ai, (b) provide applicable Graph standard support for the Services to Customer at no charge, (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Graph shall make commercially reasonable efforts to give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Graph’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Graph employees), Internet service provider failure or delay, Third-Party Service, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Graph’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, and the Documentation. Graph reserves the right to limit the size of databases and Customer’s general access to Graph’s service and software integrations.
2.2 Protection of Customer Data. Graph will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). The terms of the data processing addendum at www.launchnotes.com/data-processing-addendum (“DPA”) posted as of the Effective Date are hereby incorporated by reference. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by Graph, the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, shall be treated as its execution of the Standard Contractual Clauses and Appendices. Sensitive Personal Data as defined in the DPA may not be submitted to the Services, including images, text, sounds, or other data containing or revealing such Sensitive Personal Data. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Graph will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, Graph will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
3.1 Subscriptions. Use of the Services requires Customer to separately register for an account and monthly subscription with the Client Application provided by the applicable Third Party Services, the usage of which Client Application will be governed by such Third Party Service Provider’s terms and conditions. Subscriptions to services will be made available free of charge until such time as the Services become generally available, and pricing is assigned. To continue use of the Services after becoming generally available, Customer must select an applicable paid subscription plan and accept and agree to the new terms and conditions for use. Customer agrees that any such purchases will not be contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Graph regarding future functionality or features.
3.2 Usage Limits. Services may be subject to usage limits [as published at Graphapp.ai from time to time]. If Customer exceeds a posted usage limit, Graph may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Graph’s efforts, Customer is unable or unwilling to abide by a posted usage limit, Customer’s use may be suspended until Customer’s actual usage falls below the posted limit.
3.3 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement and Documentation, (b) be responsible for the accuracy, quality and legality of Inputs and represents and warrants that Customer has all rights, licenses, and permissions required to provide Inputs to the Services, (b) will be responsible for all use of Outputs and evaluating Outputs for accuracy, legality, and appropriateness for Customer’s use case, including by utilizing commercially reasonable human review efforts as appropriate, (c) be responsible for Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Third-Party Services with which Customer uses Services, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services, keep login credentials confidential and secure, and notify Graph promptly of any such unauthorized access or use, (e) use Services only in accordance with this Agreement and the Documentation, and in compliance with applicable laws and government regulations and Graph’s Acceptable Use Policy, (f) not use the Service to promote discrimination, bigotry, racism, hatred, harassment, violence, or harm to any individual or group, and (g) comply with terms of service of any Third-Party Services with which Customer integrates and/or uses the Services. Any use of the Services in breach of the foregoing by Customer or Users that in Graph’s judgment threatens the security, integrity, or availability of Graph’s services, may result in Graph’s immediate suspension of the Services, however, Graph will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
3.4 Usage Restrictions. Customer will not (a) make any Service available to anyone other than Customer or Users, or use any Service for the benefit of anyone other than Customer, unless expressly stated otherwise in the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service or Third-Party Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Third-Party Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a usage limit, or use any Service to access, copy or use any of Graph intellectual property except as permitted under this Agreement or the Documentation, (h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (j) frame or mirror any part of any Service other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) disassemble, reverse engineer, decompile, modify, adapt, or hack the Service or access it to (1) build, train, or improve a similar or competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent; or (l) remove or otherwise modify or obscure in any manner any “Graph” or “Powered by Graph” phrase or logo appearing within or otherwise included as part of the Services or in any accompanying documentation.
3.5 Removal of Third-Party Services. If Customer receives notice, including from Graph, that a Third-Party Service may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or this Agreement, Customer will promptly do so. If Customer does not take required action, in accordance with the above, or if in Graph’s judgment continued violation is likely to reoccur, Graph may disable the applicable Service and/or Third-Party Service. If requested by Graph, Customer shall confirm deletion and discontinuance of use of such Third-Party Service in writing, and Graph shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable.
4.1 Third-Party Products and Services. Graph or third parties may make available Third-Party Services, including Client Services . Any acquisition by Customer of Third-Party Services, and any exchange of data between Customer and any third-party provider, product or service is solely between Customer and the applicable third party provider. Graph does not warrant or support Third-Party Services or other third-party products or services, whether or not they are designated by Graph as “certified” or otherwise.
4.2 Integration with Third-Party Services. The Services may contain features designed to interoperate with Third-Party Services. By granting Graph access to any Third-Party Services Accounts (“Connected Accounts”), (i) Customer represents and warrants that it is entitled to disclose any log-in information provided by Customer in connection therewith and/or grant Graph access to such Connected Accounts; (ii) Customer represents and warrants that it is in good standing with respect to such Connected Accounts, including with respect to any account Customer has with the provider(s) of such Connected Accounts; and (iii) Customer acknowledges that Graph may access and use data in connection with Customer’s Connected Accounts in accordance with this Agreement and that such data constitutes Customer Content for purposes of this Agreement. Customer acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Graph cannot guarantee the continued availability of such Service features or functionality and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Service ceases to make the Third-Party Service available for interoperation with the corresponding Service features in a manner acceptable to Graph.
5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Graph, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. Customer retains all rights, title, and interest in and to Customer Content, including all of their related intellectual property rights. To the extent Graph has or in the future acquires any right, title, and interest in Outputs, Graph assigns it to Customer. No other rights are granted to Customer hereunder other than as expressly set forth herein.
5.2 License by Customer to Graph. Customer grants Graph, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Third-Party Services and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for Graph to provide and ensure proper operation and improvement of the Services, and associated systems in accordance with this Agreement. If Customer chooses to use a Third-Party Service with the Services, Customer grants Graph permission to allow the Third-Party Service and its provider to access Customer Data and information about Customer’s usage of the Third-Party Service as appropriate for the interoperation of that Third-Party Service with the Services. Subject to the limited licenses granted herein, Graph acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Third-Party Service, or such program code.
5.3 License by Customer to Use Feedback. The Services are made available to Customer for purposes of evaluation and feedback without any compensation or reimbursement of any kind from Graph. Customer acknowledges the importance of communication between itself and Graph during Customer’s use of the Services and hereby agree to receive related correspondence and updates from Graph. In the event Customer requests to opt out from such communications, Customer’s access to these Limited Beta Services will be canceled. During the term of this Agreement, Customer will be asked to provide feedback regarding its use of the Services. Customer acknowledges that Graph owns any feedback provided and Customer grants to Graph and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of the Services.
6.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data and Customer Content; Confidential Information of Graph includes the Services and the terms and conditions of this Agreement. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Graph services.
6.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Graph may disclose the terms of this Agreement to a contractor or Third-Party Service Provider to the extent necessary to perform Graph’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
7.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
7.2 Customer Warranties. Customer represents and warrants that Customer has obtained all consents and provided all notices (including, if applicable, through clear disclosure in privacy policies) that are necessary to use, process, and retain all images, text, sounds, and/or other data Customer submits to the Services.
7.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY. WITHOUT LIMITING THE FOREGOING, GRAPH AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “INDEMNIFICATION AND LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO GRAPH AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. GRAPH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR LEGALITY OF OUTPUTS AS OUTPUTS DEPEND ON CUSTOMER’S INPUTS AND ANY INFORMATION AND DATA MADE AVAILABLE THROUGH CONNECTED ACCOUNTS.
8.1 Indemnification. Customer will defend Graph and its Affiliates against any claim, demand, suit or proceeding made or brought against Graph by a third party (a) alleging (i) that the combination of a Third-Party Service or configuration provided by Customer and used with the Services or (ii) that any Customer Content or Customer Data infringes or misappropriates such third party’s intellectual property, privacy, and/or publicity rights, or (b) arising from Customer’s use of the Services in an unlawful manner or in violation of the Agreement or the Documentation (each a “Claim Against Graph”), and will indemnify Graph from any damages, attorney fees and costs finally awarded against Graph as a result of, or for any amounts paid by Graph under a settlement approved by Customer in writing of, a Claim Against Graph, provided Graph (A) promptly gives Customer written notice of the Claim Against Graph, (B) gives Customer sole control of the defense and settlement of the Claim Against Graph (except that Customer may not settle any Claim Against Graph unless it unconditionally releases Graph of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense.
8.2 Liability. IN NO EVENT SHALL GRAPH BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT GRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRAPH LIABILITY HEREUNDER IS LIMITED TO $1,000.00.
9.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until the earlier of (i) all subscriptions hereunder having expired or been terminated or (ii) the Services have become generally available under applicable terms and conditions of use.
9.2 Termination. Graph reserves the right to (i) terminate the Limited Beta and/or this Agreement, or your use of the Limited Beta Services; or (ii) limit or deny access to and/or participation in the Limited Beta Services, at any time, in its sole discretion, for any reason, with or without notice and without liability to Customer. Customer may discontinue use of the Services and/or terminate this Agreement at any time.
9.3 Surviving Provisions. The sections titled “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification and Liability,” “Removal of Third-Party Services,” “Surviving Provisions,” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as Graph retains possession of Customer Data.
10.1 Export Compliance. The Services, other Graph technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Graph and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Service in a U.S.-embargoed country or region (currently the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, Sudan or Syria) or as may be updated from time to time or in violation of any U.S. export law or regulation.
10.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
10.3 Modification. Graph may modify the Services and/or the terms of this Agreement from time to time at our discretion and will post the new version of this Agreement on our website, at https://www.graphapp.ai/security. Customer’s continued subsequent use of the Services signifies Customer’s agreement to any changed terms in this Agreement. Any new version of this Agreement will reflect a “last updated” date.
10.4 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Customer and Graph with respect to the subject matter in this Agreement and supersedes all prior and contemporaneous agreements, promises, assurances, warranties, representations, arrangements and understandings between you and us relating to that subject matter, whether verbal or in writing.
10.5 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. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
10.6 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
10.7 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
10.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
10.9 Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Graph’s prior written consent (not to be unreasonably withheld). Except as otherwise set forth herein, any such assignment will be null and void.
10.10 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) except for notices of termination or an indemnifiable claim (“Legal Notices”), the day of sending by email. Notices to Graph will be addressed to the attention of Legal at Shiny Planes dba Graph, Inc at:
Email: legal@launchnotes.com
Mail/Courier:
Attn: Legal
Shiny Planes dba Graph, Inc.
340 South Lemon Avenue
Suite 3304
Walnut Creek, CA 91789 USA;
or as updated by Graph via written notice to Customer, including by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer, and Legal Notices to Customer will be addressed to Customer and be clearly identifiable as Legal Notices. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
10.11 Governing Law. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
10.12 Venue. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any dispute relating to this Agreement, and each party consents to the exclusive jurisdiction of those courts.