These Dubfrog Service Terms and Conditions (these “Terms” or “Agreement”), constitute a binding agreement between Dubfrog and User (each, a “Party”) under which Dubfrog provides User access to Dubfrog’s Services. By using Dubfrog’s Services, User accepts and agrees to be bound by these Terms.

1. DEFINITIONS. Unless otherwise defined in the Terms, capitalized terms have the following meaning:

1. “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.

2. “Applicable Laws” means all applicable local, state, federal and international laws and regulations.

3. “Authorized User” means any employee, contractor, representative, or other person acting on User’s behalf who is authorized by User to use the Services and who has been supplied with access to the Services.

4. “Dubfrog” means Dubfrog, Inc. and its Affiliates.

5. “Dubfrog Technology” means the technology and Intellectual Property used in providing the products and services offered by Dubfrog, including computer software programs, connectors, websites, networks, and equipment. 

6. “User” means the legal entity that executes or otherwise uses the Services, and thereby accepts these Terms, and its Affiliates.

7. “User Data” means any information uploaded to Dubfrog’s systems by Users or Authorized Users, the resulting User unique output that is generated by the Services when processing the uploaded information, and any information provided by User in connection with its use of the Services.

8. “Documentation” means Dubfrog’s user guides, training manuals and other similar information, as updated or revised by Dubfrog from time to time, that Dubfrog may provide to User.

9. “Intellectual Property” means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.

10. “Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, discovery or invention, whether or not copyrightable or patentable and whether or not reduced to practice.

11.  “Corporate Information” means any information that can be used to identify a corporate entity and that is protected by law. Corporate Information is protected by the confidentiality provisions set forth in Section 7 (Confidential Information).

12. “Services” mean the Dubfrog service offerings which User uses.

13.  “Third Party Applications” means computer software programs and other technology that are provided or made available to User by third parties.
    

2. THE SERVICES
   

   a. Use of the Services. Dubfrog grants User a nonexclusive, nontransferable, worldwide right to access and use the Services. 

   b. User’s Information. Dubfrog shall enable User to access the Services. User shall designate a specific person or persons authorized by User to manage and support use of the Services, including the creation of any passwords for Authorized Users. User is solely responsible for maintaining the status of its Authorized Users. User and its Authorized Users shall maintain the confidentiality of passwords, access, and information under their control. Except to the extent caused by Dubfrog’s breach of these Terms, including its obligations under Section 7 (Confidential Information), Dubfrog is not responsible for unauthorized access. User shall contact Dubfrog promptly if (i) information is lost, stolen, or disclosed to an unauthorized person; (ii) User reasonably believes that the Services have been compromised, including any unauthorized access, use, or disclosure of information; or (iii) any other breach of security in relation to User’s passwords, or access information, or Dubfrog’s Services may have occurred or is reasonably likely to occur.

   c. Dubfrog’s Responsibilities. Dubfrog shall: (i) use commercially reasonable efforts to make the Services available during regular business hours, except for: (a) planned downtime, and (b) unavailability caused by circumstances beyond Dubfrog’s reasonable control, including internet service provider failures or delays or denial of service attacks against which Dubfrog maintains commercially reasonable controls; (ii) provide its basic support for the Services to User, and (iii) conduct its business in compliance with Applicable Laws.

   d. User’s Responsibilities. User is responsible for (i) the accuracy and completeness of User’s initial and ongoing configuration and set up of the Services, (ii) ensuring that the Services are compatible with User’s business systems requirements; (iii) the accuracy, quality, legality, and integrity of the User Data and the means by which User acquired User Data; and (iv) the maintenance and use of User’s hardware, network, internet connectivity, and software. User shall comply with all Applicable Laws. User shall ensure that its Authorized Users, Affiliates, employees, agents, and representatives comply with all of User’s obligations under the Terms, and User is responsible for their acts and omissions relating to the Terms as though they were those of User.

   e. Restrictions. User shall only use the Services as set forth in the Terms and the Documentation. User shall not (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Dubfrog Technology; (ii) reproduce, modify, create, or prepare derivative works of any of the Dubfrog Technology or Documentation; (iii) distribute or display any of the Dubfrog Technology or Documentation other than to User’s Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to the Services other than with Dubfrog’s by prior written consent; (v) alter, destroy or otherwise remove any proprietary notices within the Dubfrog Technology or Documentation; or (vi) disclose the results of any benchmark tests to any third parties without Dubfrog’s prior written consent.

3. PROPRIETARY RIGHTS

   a. Dubfrog’s Intellectual Property. As between User and Dubfrog, Dubfrog retains and owns all right, title, and interest in all Intellectual Property rights in the Dubfrog Technology, the Documentation, Dubfrog’s Confidential Information, the Services, and all enhancements or improvements to, or derivative works of, the foregoing. Nothing in this Agreement transfers or conveys to User any ownership interest in the Dubfrog Intellectual Property.

   b. Suggestions. If User provides Dubfrog with any suggested improvements to the Services, then that suggestion is provided as is, and User grants Dubfrog a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements.

   c. User Data. User retains all ownership rights in User Data, User’s Corporate Information, and User’s Confidential Information, including any Intellectual Property rights therein. Dubfrog may use User Data solely (i) for internal use in order to maintain, evaluate, develop, and improve its Services; (ii) to respond to a User or Authorized User’s support request; (iii) to fulfill its obligations to User by sharing the User Data with entities selected by User; or (iv) to comply with Applicable Laws. Nothing in the Terms transfers or conveys to Dubfrog any ownership interest in or to the User Data, User’s Corporate Information, or User’s Confidential Information.

   d. Aggregate Data. Dubfrog shall strictly comply with Applicable Laws and the confidentiality provisions of the Terms with respect to Aggregate Data. “Aggregate Data” means de-identified and anonymized sets of data that have been gathered by Dubfrog for the purpose of expressing that information in summary form. Aggregate Data does not include any information that could be used to identify, or re-identify, User; User’s clients or Users; any products, goods, or services provided by User; or any locations in which User does business. Dubfrog may use Aggregate Data for any purpose only to the extent that it complies with this Agreement, including the confidentiality obligations. 
   

4. ACCESS THROUGH PROVIDERS. The following section only applies to Users who use the Services through Providers. “Providers” means an entity that Dubfrog has authorized as a provider of Dubfrog’s Services. For the sake of clarity, this Section 4 (Access Through Providers) does not apply if User did not purchase the Services through a Provider.

   a. Providers. “Provider Agreement” means the order form, services agreement or other document between User and a Provider for User’s acquisition of Services. Terms that apply to User’s use of the Services when accessed from a Provider are set forth in this Section 4 (Access Through Providers). In the event of any conflict between the provisions of these Terms and the Provider Agreement, then these Terms prevail. If a Provider has granted User any rights that Dubfrog does not also directly grant to User in these Terms, or that conflict with these Terms, then User’s sole recourse with respect to such rights is against the Provider.

   b. Term. If User uses the Services through a Provider, then the Term will begin on the Effective Date and it will expire, renew, and terminate in accordance with the terms of the Provider Agreement.

   c. Billing and Payment. If User uses Services through a Provider, then User’s billing and payment rights and obligations are governed by the Provider Agreement. However, if the Provider from whom User purchased the Services fails to pay Dubfrog any amounts due in connection with User’s use of the Services, then Dubfrog may suspend User’s Account, with or without notice to User. User agrees that User’s remedy in the event of such suspension is solely against the Provider and that Dubfrog is not liable to User in any manner for such suspension.
   

5. SERVICE SUSPENSION AND DISPUTES

   a. Generally. Dubfrog shall make a good faith effort to contact and provide notice to User in advance of any suspension. As reasonably practicable under the circumstances, Dubfrog shall endeavor to resolve together with User any circumstance that may give rise to Dubfrog’s suspension rights, which include, without limitation, the following: (i) a material risk to the security or performance of the Services, or any other Dubfrog User or business partner; (ii) use of the Services in violation of the Terms; or (iii) User is delinquent in its payment obligations for any undisputed fees. Dubfrog acknowledges that suspending User’s right to access or use some or part of the Services is a significant action, and, therefore, Dubfrog shall not exercise this remedy except in good faith and as necessary to resolve the issue giving rise to Dubfrog’s right to suspend the Services. Dubfrog shall also pursue other less drastic measures it deems appropriate, including collaborating with User to isolate the issue and escalating unresolved issues to senior management of User and Dubfrog. 

   b. Effect of Suspension. If Dubfrog suspends User’s ability to access the Services, (i) User remains responsible for all fees and charges for suspended Services and for other Services to which User continues to have access, if any; and (ii) User will not be entitled to any compensation or credits for any period of suspension, unless suspension was due to Dubfrog’s error or omission.
   

6. TERM AND TERMINATION

   a. Agreement Term. The term of the Agreement (the “Term”) begins on the Effective Date for the first Service used, and ends on the date of termination or expiration of the final Term.

   b. Term. User may use one or more Services during the Term. The effective period is 12 months. Each Term begins on an “Effective Date,” which is when either (1) User begins using the Dubfrog Services or (2) an alternate date mutually agreed by the Parties in writing.

   c. Automatic Renewal. At the end of the then-current Term, each Service will automatically renew for an additional one-year period unless (a) User provides written notice of non-renewal to Dubfrog on or before the expiration date of the then-current Term, or (b) Dubfrog provides written notice of non-renewal to User at least 90 days before such expiration date. 

   d. Termination for Breach or Cause. Either Party may terminate this Agreement or any affected Services by notice to the other if the other Party materially breaches its obligations under this Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of notice of breach. Material breach by User includes User being unable to resolve any issue leading to suspension of User’s Services to Dubfrog’s reasonable satisfaction within 30 days following notice of suspension.

   e. General Effects of Termination. Upon any termination of the Agreement: (i) all of User’s rights under the Agreement immediately terminate; (ii) User remains liable for all fees, charges, and any other obligations User has incurred during the Term; (iii) each Party shall at its own election immediately return or destroy the other Party’s Confidential Information in its possession or control other than Confidential Information that must be retained for regulatory, legal, or audit purposes or for compliance with applicable laws; and (iv) Dubfrog shall destroy or overwrite User Data and Corporate Information within a reasonable period of time. All provisions that by their nature should survive termination will do so (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality).
   

7. CONFIDENTIAL INFORMATION

   a. Confidential Information. “Confidential Information” means all information designated by a Party as confidential, or given the circumstances, would reasonably be understood by the receiving Party to be confidential, and that is disclosed by either Party to the other Party, regardless of the form of disclosure. Confidential Information includes, with respect to Dubfrog, the Dubfrog Technology and the Documentation, and with respect to User, all User Data and Corporate Information, and with respect to both Parties, all information relating to business plans, Users and User lists, data, designs, financial information, forecasts, Inventions, know-how, methods, market analysis, pricing, products, prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the disclosing Party.

   b. Exclusions. Confidential Information does not include information that the receiving Party can establish: (i) becomes generally known to the public without the receiving Party’s breach of any obligation owed to the disclosing Party; (ii) has been rightfully received by the receiving Party from a third Party without confidentiality restrictions; (iii) is known to the receiving Party without any restriction as to use or disclosure prior to first receipt by the receiving Party from the disclosing Party; or (iv) has been independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

   c. Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the receiving Party to disclose any of the disclosing Party’s Confidential Information (a “Disclosure Order”) then, unless otherwise prohibited by the Disclosure Order, the receiving Party shall promptly notify the disclosing Party in writing prior to making any such disclosure, in order to facilitate the disclosing Party’s efforts to protect its Confidential Information. Following such notification, the receiving Party shall cooperate with the disclosing Party, at the disclosing Party’s reasonable expense, in seeking and obtaining protection for the disclosing Party’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by disclosing Party, receiving Party is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency or similar entity, receiving Party may disclose, without liability hereunder, that portion of the Confidential Information that is legally required to be disclosed and receiving Party shall exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.

   d. Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 7(c) (Disclosures Required by Law), the receiving Party shall hold Confidential Information in strict confidence and shall not directly or indirectly disclose Confidential Information to third parties except as otherwise permitted by the Terms. The receiving Party may disclose Confidential Information to an employee, advisor, or consultant (“Representatives”) on the condition that the receiving Party: (i) ensures that such Representatives are bound by a written agreement that is as substantially protective as these Terms; and (ii) accepts full responsibility for its Representatives’ use of the Confidential Information. The receiving Party shall protect Confidential Information from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information and refrain from reverse engineering, decompiling or disassembling any Confidential Information.

   e. Protection of User Data, Corporate Information, and Confidential Information. Dubfrog shall implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to or publication of User Data, Confidential Information, or Corporate Information. Dubfrog shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate User’s data security obligations with respect to Corporate Information in Dubfrog’s possession or control to the extent that User is required to comply with privacy laws, or any newly enacted Applicable Laws regarding privacy. All data held by Dubfrog shall be stored securely in encrypted format. Additional back-up copies may be located in separate data storage facilities for the purposes of disaster recovery and system resiliency.  If Dubfrog engages a subcontractor to facilitate its obligations under the Agreement, Dubfrog shall use commercially reasonable measures to ensure that such subcontractor implements and complies with reasonable security measures in handling any User’s Data, Corporate Information, or Confidential Information.

   f. Notice. Dubfrog shall promptly notify User, as soon as reasonably practicable and not later than 72 hours from the time of confirmation by Dubfrog, of unauthorized access, use, or disclosure of any User Data, Confidential Information, or Corporate Information under Dubfrog’s control. Each Party shall reasonably cooperate with the other with respect to investigation and mitigation of any such unauthorized access, use, or disclosure. Upon confirmation of any vulnerability or breach of Dubfrog’s security, Dubfrog shall modify its processes and security program as necessary to remediate the vulnerability or breach at Dubfrog’s sole cost and expense.
   

8. WARRANTIES

   a. Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into this Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; and (iii) it does not conduct business for any unlawful purpose.

   b. Dubfrog’s Warranties. Dubfrog offers the following warranties for the Services:

     b - i. Dubfrog warrants to User that: (1) the Dubfrog Technology Dubfrog provides to User will perform in all material respects in accordance with its applicable specifications and any Documentation; and (2) Dubfrog shall use commercially reasonable efforts to ensure that the Dubfrog Technology provided to User contains no computer virus, Trojan horse, worm, or other similar malicious code. 

     b - ii. If Dubfrog fails to conform to any of the warranties in this Section 8(b) (Dubfrog’s Warranties) and if Dubfrog does not render the Dubfrog Technology conforming within 30 days of User’s notifying Dubfrog of the nonconformance then, as User’s sole and exclusive remedy for any nonconformance, User may terminate the Agreement upon immediate notice to Dubfrog, and Dubfrog shall refund User a pro rata amount of any prepaid Service fees applicable to the unused portion of the Term of the terminated Service.

     b - iii. The warranties in this Section 8(b) (Dubfrog’s Warranties) do not apply to the extent that the Services, systems, software, or Dubfrog Professional Services have been modified by persons other than Dubfrog’s employees or persons authorized by Dubfrog. The warranties in the Terms are for User’s sole benefit, and do not extend to any other person or entity.

   c. User’s Warranties. User represents and warrants that the information User provides in connection with the Services, including billing information, is current, accurate, and complete.

   d. Disclaimer of Implied Warranties. Except as expressly provided in the Terms, the Services are provided on an “as-is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each Party specifically disclaims all implied warranties, to the maximum extent permitted by Applicable Laws.

9. INDEMNIFICATION

   a. Indemnification by Dubfrog.  Dubfrog shall indemnify and defend User against any Losses arising from a third party claim that (1) the use of the Services in accordance with the Terms infringes a registered trademark or issued patent of a third party (an “Infringement”); (2) results from Dubfrog’s breach of the Terms; or (3) results from Dubfrog’s violation of Applicable Laws. “Loss” means any liability, loss, claim, settlement payment (including any settlement the Indemnitee agrees to pay as long as it is in a written settlement approved by Indemnitor in writing), cost and expense, interest, award, judgment, damages (including punitive damages), fines, fees, penalties, or other charges, filing fees and court costs, witness fees, costs of investigating and defending third party claims, and reasonable attorneys’ and other professionals’ fees, and any other fees.

   a - i. If the Services are subject to a claim of Infringement and as a result, User’s use of the Dubfrog Services is enjoined, then Dubfrog shall, at no cost to User, procure for User the right to continue using the Dubfrog Services or replace them with non-infringing or modified Services of materially equivalent functionality.

   a - II. If none of the above options are available on terms that are commercially reasonable for Dubfrog, then Dubfrog may terminate User’s right to access and use the Services, in which case Dubfrog shall refund User a pro rata amount of any prepaid, unused Service fees excluding any activation and implementation fees or other Expenses.

   a - iii. Dubfrog has no obligation with respect to any actual or claimed Infringement to the extent that the Infringement is caused by (1) User Data, (2) use or modification of the Dubfrog Services other than as specified in the Documentation or these Terms, or (3) combination of the Dubfrog Services with any products, software, services, data, or other materials not provided by Dubfrog or approved by Dubfrog in writing if the Infringement would not have occurred but for such combination.

   b. Indemnification by User. User shall indemnify and defend Dubfrog against Losses arising from a third party claim that (i) User’s use of the Services in violation of the Terms infringes the Intellectual Property rights of a third party; (ii) results from User’s breach of the Terms; or (iii) results from User’s violation of Applicable Laws.

   c. Exclusive Remedy. This Section 9 (Indemnification) states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to any type of claim described in this section.
   

10. MODIFICATIONS

    a. Subject to the restrictions in this Section 10 (Modifications), Dubfrog may modify these Terms. If Dubfrog modifies these Terms, it will provide prior written notice (“Modification Notice”) to User of such modifications at least 30 days prior to the effectiveness of the modifications. If the modifications materially and adversely affect User, and User does not wish to accept such modifications, then User may terminate User’s use of Service by written notice to Dubfrog within the 30-day period following the date of the Modification Notice, subject to the terms of this Section 10 (Modifications).

    b. If the Modification Notice states that the modifications will become effective upon commencement of a new Term, an upgrade to the level of the Service by User, or the purchase of an additional Service by User, then the modifications will become effective for all Services affected by the changes upon such upgrade, Service renewal, or purchase of an additional Service. User may avoid the applicability of the changes only by cancelling the renewal of User’s Service prior to commencement of the new Term or by choosing not to upgrade or purchase additional Service(s).

    c. If the Modification Notice states that the modifications will become effective during the then-current Term, then User may terminate User’s use of the affected Service at any time within the 30-day period following the date of the Modification Notice. User’s termination will become effective on the later to occur of (i) the date on which User delivers the termination notice, or (ii) the date on which the applicable modifications become effective. If User terminates a Service pursuant to this Section 10(c), then User will be entitled to a pro rata refund of any prepaid Service fees excluding any activation and implementation fees.

    d. If User does not terminate the affected Service as specified in this Section 10 (Modifications), then User will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice.
    

11. EXCLUSION OF CERTAIN CLAIMS; LIMITATION OF LIABILITY

    a. Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for any consequential, indirect, special, punitive, incidental, exemplary or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill, investments, use of money or use of facilities, interruption in use or availability of data, stoppage of other work or impairment of other assets, even if advised of the possibility of such damages, arising out of (i) the performance or nonperformance of the Agreement or of products, software, Services, or Dubfrog Services provided under the Terms, or (ii) any claim, cause of action, breach of contract, indemnity, or any express or implied warranty, misrepresentation, negligence, strict liability, or other tort. The previous sentence will not apply to instances of gross negligence or willful misconduct, a Party’s breach of its confidentiality obligations set forth in Section 7 (Confidential Information), or a Party’s indemnification obligations set forth in Section 9 (Indemnification).

    b. Limitation of Liability. Except for instances of gross negligence or willful misconduct, a Party’s aggregate liability will not exceed the fees paid or payable by User to Dubfrog under the Terms in the 3-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to a Party’s indemnification obligations set forth in Section 9 (Indemnification), to User’s obligations to pay fees and Expenses when due and payable, to noncompliance by User, User Affiliates or Authorized Users, nor to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.

    c. Limitation of Claims. Except with respect to claims of infringement or misappropriation of any Intellectual Property, misuse of Confidential Information or Corporate Information, or User’s failure to pay amounts due, neither Party may bring any claim relating to the Terms more than one year after the events giving rise to the claim occurred.

    d. General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of User, its Affiliates or Authorized Users. Without these limitations the fee for the Services and Dubfrog Services would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the Parties may have additional rights.
    

12. MISCELLANEOUS

    a. Relationship of the Parties; No Professional Tax Opinions or Advice. This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Dubfrog’s other business partners are independent of Dubfrog and are not Dubfrog’s agents. User acknowledges and agrees that Dubfrog does not provide tax or legal advice, including legal opinions, tax opinions or tax management advice specific to the facts and circumstances of User’s business. User shall conduct due diligence and seek the assistance of a qualified legal, tax, or accounting professional.

    b. Other Technology or Services; Changes. User acknowledges and agrees that User has not relied on any future availability of any service offerings, technology, or enhanced or updated features or functionality, and that the Services do not include any audit support. 

    c. Governing Law; Jurisdiction and Venue. The Terms will be governed by laws of the state of California, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction. 

    d. Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if the other Party or the Authorized Users violate the obligations under the Terms, and each Party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.

    e. Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this section must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use all commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, the other Party may, in its discretion, terminate this Agreement. Such termination will not result in any liability by either Party, except that, if User terminates this Agreement for Dubfrog’s failure, Dubfrog shall provide a pro-rated refund for any prepaid Services that have been unused as of the date of termination.

    f. Notices. Dubfrog shall communicate announcements of general interest by email or by posting on its website. Except as otherwise specified, legal notices are to be sent to shaked@Dubfrog.com. All notices must be in writing.

    g. Successors and Assigns. Either Party may assign the Terms without the other Party’s consent to an entity that acquires all or substantially all of its assets pertaining to this Agreement. Except as provided above, neither Party may assign its rights or obligations under the Terms without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed, and any attempt to so assign the Terms will be null and void. The Terms will bind and inure to the benefit of each Party’s permitted successors and assigns.

    h. Severability. If any provision of the Terms is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Terms will remain in full force and effect.

    i. Waiver. No waiver of any provision of the Terms, nor consent by a Party to the breach of or departure from any provision of the Terms, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver will be effective only in the specific instance and for the purpose for which given.

    j. Entire Terms. These Terms constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Except as specified in Section 10 (Modifications), the Terms may not be modified or amended except by a written instrument executed by both Parties. Except to the extent expressly specified otherwise, if there is any conflict between these Terms and any of the other Agreement documents, then the following order of precedence applies: (i) any addendum between the Parties, (ii) the Order Form, (iii) the Supplemental Terms of Service if applicable, and (iv) these Terms.