This API License Agreement (“Agreement”) is by and between you ( “you”, or “your”) Gorgias Inc., having its principal place of business at180 Sansome St, Suite 1800, San Francisco, CA 94014 (“Gorgias”) and you. You and Gorgias may be referred to in this Agreement collectively as the “Parties” or individually as a “Party”.

Your access or use of the Gorgias’ API (as defined below), or by any of your Personnel (as defined below), is subject to the terms of this Agreement, and you accept and agree to comply with these terms.  Please note that any access or use of our proprietary support response systems, mobile applications, tools, and content using the API (the “Services”) is also subject to the terms of our current Gorgias Master Subscription Agreement, and this Agreement supplements such terms.  If there are any conflicts between the terms of this Agreement and the Master Subscription Agreement, this Agreement will control solely with respect to your use of the API.  For information on how we treat information collected via the API in connection with our Services, please review the Gorgias Master Subscription Agreement.

If you are entering into this Agreement on behalf of another person, organization, company, or other legal entity, and any of their affiliates, (collectively, an “Entity”), you are agreeing to the terms of this Agreement on behalf of such Entity, and you represent to Gorgias that you have the authority to legally bind such Entity to this Agreement.  In such a case, a reference to you(r) in this Agreement will also include such Entity.  You may not, or allow others to, access or use the API if you do not have such authority, or if you do not agree with this Agreement.  ‍

1. DEFINITIONS‍

1.1 “Affiliate” means any person, organization, company, or other entity that a Party directly or indirectly controls, controls a Party, or is under common control with a Party, where “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2 “API” means the Gorgias’ application programing interface object code, and API Documentation, whether tangible or intangible, in whatever form or medium made available to you by Gorgias, including through the https://developers.gorgias.com, including any Updates.

1.3 “API Documentation” means the documentation made available  by Gorgias to you from time to time, including through the https://developers.gorgias.com.

1.4 “API Credentials” means either the API keys or Access tokens Gorgias makes available for you to access the API.

1.5 “Application” means the web or other software service or applications developed by you that utilize, interface, or interact with the API, as applicable.

1.6. “Feedback” means feedback, comments, ideas, suggestions, questions, or any other information provided by you or your Personnel concerning the API.

1.7 “Force Majeure Event” means any act, circumstance, or other cause beyond the reasonable control of the Party and which could not have been prevented by reasonable diligence on the part of such Party, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, comprehensive cybersecurity attacks, cyber terrorism, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers, or inability or delay in obtaining supplies of adequate or suitable technology or components, telecommunication breakdown, or power outage.

1.8 “Intellectual Property Rights” means any and all registered and unregistered intellectual property rights throughout the world, including: (a) rights associated with works of authorship, including, copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) rights in patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; (e) all other intellectual and industrial property rights (of every kind throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

1.9 “Gorgias Marks” means Gorgias’ proprietary trademarks, trade names, branding, or logos, whether registered or unregistered, made available for use in connection with the API pursuant to this Agreement.

1.10 “Gorgias Property” collectively refers to the API, the Services, the Gorgias Marks, Feedback, and all related software, documentation, information, hardware, equipment, devices, templates, tools, content, processes, methodologies, know-how, and websites provided by Gorgias in connection with the use of the API, including any and all Intellectual Property Rights therein and thereto.

1.11 “Personnel” means any of your employees, contractors, providers, suppliers, agents, and representatives that you permit to access or use the API as permitter hereunder, where such access or use is solely on your behalf and for your benefit and otherwise in compliance with this Agreement. 

1.12 “Planned Downtime” means planned downtime for upgrades and maintenance to the API scheduled in advance of such upgrades and maintenance.

1.13 Term” means the period that starts on the date you access or use the API, and ending on the date (a) the Master Subscription Agreement expires or is terminated, or (b) Gorgias terminates this Agreement. 

1.14 “Updates” means any updates, upgrades, enhancements, modifications, new releases or versions, bug fixes, patches, or other error corrections to the API that Gorgias generally makes available free of charge to all licensees of the API.

2. API LICENSE‍

2.1 Subject to the terms and conditions set forth in this Agreement, Gorgias grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable (except as provided in Section 2.3) license during the Term to: (a) access and use the API solely in connection with developing, implementing and distributing the Application that interoperates or integrates with the Services, and solely in a manner described in the API Documentation; and (b) display the Gorgias Marks affixed to or within the API, and for no other purpose or use.  No other right or license to the API or Gorgias Marks is granted, whether expressed or implied, in this Agreement. 

2.2 Subject to the terms and conditions of this Agreement, Gorgias grants you the right to access, use, and make necessary copies of the API Documentation solely for the purpose of accessing and using the API. 

2.3 You may allow your Personnel to access and use the API in the same manner as you are permitted to access and use the API under Section 2.1, provided that (a) you remain responsible and liable for such access or use by Personnel, (b) Personnel abide by all of the terms in this Agreement, (c) such Personnel’s access or use of the API is solely on your behalf and for your sole benefit, and (d) you immediately restrict Personnel from accessing or using the API where continued access or use poses a material risk to the API’s functionality or the Services, or upon request from Gorgias in its discretion. 

2.4 From time to time, you may be asked to provide or you may on your own accord provide to Gorgias or its Affiliates Feedback concerning the API or its integration with the Services. You agree that Gorgias may use and exploit such Feedback in any form and manner, and without any restriction or condition.  Gorgias makes no representations that such Feedback will be adopted or made part of the API.  For good and valuable consideration, the receipt of which you hereby acknowledged, and you are estopped from claiming otherwise, you assign and agree to cause Personnel to assign to Gorgias all worldwide rights, title, and interests in and to any and all such Feedback, and all Intellectual Property Rights therein and thereto, and Gorgias accepts this assignment.  You will execute such documents and take such lawful actions as Gorgias may request, at Gorgias’ reasonable request and expense, to evidence and perfect the above assignment and to secure all worldwide Intellectual Property Rights and protections with respect to such Feedback, without attribution, payment, or restriction.  Gorgias will treat any Feedback as non-confidential and non-proprietary.  You will not submit any Feedback that you consider your confidential or proprietary information.

2.5 From time to time during the Term and as solely determined by Gorgias, Gorgias may provide you with Updates.  Should Gorgias reasonably determine that the release or implementation of such Updates impact the availability of the API, Gorgias will provide you reasonable notice of such Updates (a) through the Services, at https://developers.gorgias.com/changelog, or any other website owned and operated by Gorgias; or (b) directly as described in Section 15.5.  Upon release by Gorgias, such Updates will be deemed to be included in the API, as applicable.  You must implement and use the most current version of the API to make any changes to your Application required as a result of such Updates, at your sole cost and expense.  You understand and accept that Updates may adversely impact and affect the manner in which your Application accesses or communicates with the API.  Your continued access or use of the API following any Updates will constitute binding acceptance of such Updates.

2.6 You will not use the API or any Gorgias Marks for any purposes except as permitted in this Agreement.  Without limiting the foregoing and except as expressly set forth in this Agreement, you will not at any time, and will not permit or assist others to: (a) copy, modify, or create derivative works or improvements of the API, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API to any third party; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component, underlying ideas algorithms, structure, or organizational form of the API, in whole or in part; (d) remove, destroy or modify any proprietary notices from the API; (e) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person, or that violates any applicable law; (f) combine or integrate the API with any software, technology, services, or materials not authorized by Gorgias; (g) design or permit the Application to disable, override, or otherwise interfere with any Gorgias-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (h) use the API in any Application to replicate or attempt to replace the user experience of the Services; (i) attempt to cloak or conceal your identity or the identity of the Application when requesting authorization to use the API; (j) interfere with, modify or disable any features, functionality or security controls of the API; (k) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the API; or (l) access or use the API to develop or distribute an Application in a way to further criminal, fraudulent, or other unlawful activity. 

3. SUPPORT SERVICES‍

3.1 Gorgias will provide you with support services related to your use of the API during the Term at support-dev-rel@gorgias.com.  Such support is limited and only as provided in the API Documentation.

3.2. Gorgias will use commercially reasonable efforts to make the API available 24 hours a day, seven days a week, except during (a) Planned Downtime and (b) Force Majeure Events. 

4. YOUR GENERAL OBLIGATIONS‍

4.1 You will only use the API to develop and distribute the Application or as otherwise previously expressly permitted by Gorgias in writing. 

4.2. You are responsible and liable for all uses of the API resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.  Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Personnel and your end users in connection with the Application and their use of the API to access the Services, if any.  Any act or omission by Personnel and your end users that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you.  You will take reasonable efforts to make Personnel and your end users aware of this Agreement’s provisions as applicable to the use of the API and will cause such Personnel and end users to comply with these provisions.

4.3 You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, guidelines, standards, and requirements that may be posted on  Gorgias’ Legal page at https://www.gorgias.com/legal from time to time with respect to the API.  You will monitor the use of the Application for any activity that violates applicable laws, rules, and regulations, any third party’s privacy or Intellectual Property Rights, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.  You will promptly restrict any offending users of the Application or API from further use of the Application and API.  You are solely responsible for posting any privacy notices and obtaining any consents from your Personnel and end users required under applicable laws, rules, and regulations for their use of the Application and API.

4.4 You will comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement, including the limitations described in the API Documentation when designing and implementing the Application with the API. 

4.5 You will not develop an Application in a way that directly or indirectly introduces any viruses, spyware, malware, time or logic bombs, Trojan horses, worms, timers, clocks, trap doors, or other computer instructions, devices, or techniques that can or are intended to erase data or programming, infect, disrupt, damage, disable, or shut down a computer system that supports or hosts the API or any component of such computer software or the Services.

4.6 You will use commercially reasonable efforts to safeguard the API and Gorgias Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.  You will promptly notify Gorgias if you become aware of any infringement of any Intellectual Property Rights in the API and will fully cooperate with Gorgias in any legal action taken by Gorgias to enforce Gorgias’ Intellectual Property Rights.

4.7 You will (a) maintain the API Credentials and any related credentials to access the API, if any, secure; (b) not access the API by any means other than through use of the API Credentials that you received from Gorgias; and (c) restrict disclosure of the API Credentials or other related credentials, or any part thereof, to your Affiliates or Personnel unless such Affiliates or Personnel are required by you to access, use, maintain, implement, correct, or update the Application and the API integration as permitted herein, and who are subject to confidentiality obligations at least as restrictive as those provided herein. 

4.8 Your use of the Gorgias Marks as permitted in this Agreement will not create any right, title, or interest in or to the Gorgias Marks in favor of you, and all goodwill associated with the use of the Gorgias Marks will inure to the benefit of Gorgias.

4.9 The Application will be installed and run on a server that you own or control, and will not run on Gorgias’ servers.  Your networks, operating system, and the software of your web servers, routers, databases, and computer systems must be properly configured to internet industry standards so as to securely operate the Application and API, and protect against unauthorized access to, disclosure of, or use of any information you receive from Gorgias through the API.  You will diligently correct any security deficiency, and disconnect immediately any known or suspected intrusion or intruder that may have access to or use of the API through the Application.

5. AUDIT RIGHTS

Gorgias will have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit, your Application, systems, and records to confirm your compliance with this Agreement, including, without limitation, your compliance with Gorgias’ requests and requests from end users or customers, as applicable, to delete personal information obtained through the API or otherwise through the Services.  If requested, you must provide Gorgias with proof that the Application complies with this Agreement.

6. INTELLECTUAL PROPERTY OWNERSHIP

6.1 The Gorgias Property will be and remain the sole and exclusive property of Gorgias.  To the extent, if any, that any ownership of any Gorgias Property does not automatically vest in Gorgias and vests in you, you hereby transfer and assign to Gorgias, upon its creation, all rights, title, and interest you may have in and to such Gorgias Property (and you waive any and all moral rights, as applicable), including the right to sue and recover for past, present, and future violations thereof.  You acknowledge that you do not acquire any rights in or to the Gorgias Property except for the limited licenses expressly granted by this Agreement.

6.2 The Application along with all Intellectual Property Rights therein and related thereto, excluding the rights within the Gorgias Property, will be your sole and exclusive property and you retain any and all right, title, and interest in the Application. 

7. CONFIDENTIALITY

7.1 The Parties acknowledge that from time to time during the Term, a Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) information, whether orally or in written, electronic, or other form or media, which is either identified as confidential at the time of disclosure, or should reasonably be recognized by the Receiving Party as confidential under the circumstances, that may include information about the Disclosing Party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”).  For the avoidance of doubt, the API and API Key are deemed to be Gorgias’ Confidential Information.

7.2 Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain without any action or omission by the Receiving Party; (b) known to the Receiving Party at the time of disclosure; (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) independently developed by the Receiving Party, without use of or reference to the Disclosing Party’s Confidential Information, and without breaching any provision of this Agreement. 

7.3 The Receiving Party will use the Confidential Information solely as necessary to perform its obligations under this Agreement.  The Receiving Party will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but in any event no less than reasonable care, to prevent the unauthorized duplication, disclosure or use of any such Confidential Information, except as to (a) disclose to the Receiving Party’s employees (including Personnel) who have a need-to-know basis solely to allow the Receiving Party to exercise its rights or perform its obligations hereunder; (b) comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first give written notice to the other Party and made a reasonable effort to obtain a protective order; or (c) establish a Party’s rights under this Agreement, including to make required court filings.  To the extent legally permitted, the Receiving Party will consult and cooperate with the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and will otherwise only disclose such portion of the Confidential Information that is required to be disclosed.  You are liable for your Affiliates’ and Personnel’s compliance with the terms of this Section 7. 

7.4 On the expiration or termination of this Agreement, the Receiving Party will promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. 

7.5 Each Party’s obligations of non-disclosure with regard to Confidential Information are effective upon receipt of such Confidential Information and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. FEES

You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement.  You acknowledge and agree that this fee arrangement and Agreement is made in consideration of the mutual covenants set forth in this Agreement, including the licenses, disclaimers, exclusions, and limitations of liability set forth herein.

9. TERM AND TERMINATION

9.1 This Agreement (a) is coterminous with the Master Subscription Agreement, if any, or (b) will remain in effect for the Term until terminated pursuant to Section 9.2.  

9.2 This Agreement may be terminated by Gorgias’ upon notice if there is a breach of this Agreement .  A termination of this Agreement will not affect any rights or obligations under the Master Subscription Agreement, if any, or other agreements between you and Gorgias.  Access to or use of the API may also be suspended by Gorgias at any time if in Gorgias’ reasonable determination the continued use of the API poses a risk.  Such termination or suspension may negatively affect end users’ use of the Application, and you are responsible for ensuring that all end users who access or use the Application are aware of this risk.  

9.3 Upon expiration or termination of this Agreement: (a) all licenses and rights granted under this Agreement will terminate, including your right to use the API; (b) you will immediately cease using the API; (c) you will destroy or permanently erase all copies of the API, API Key and any other Gorgias’ Confidential Information from all devices and systems you directly or indirectly control and you will provide certification of such destruction; and (d) Gorgias will destroy or permanently erase all copies of any of your Confidential Information from all devices and systems Gorgias directly or indirectly controls and will provide certification of such destruction.

10. REPRESENTATIONS AND WARRANTIES

10.1 You represent and warrant to Gorgias that: (a) your performance of this Agreement will not violate or conflict with any agreement or arrangement you have in place with any third party; (b) if you are a legal entity, you are duly organized, validly existing, and in good standing under the laws of your jurisdiction of incorporation, and you have the requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder;  (c) if you are a natural person, you are not restricted or prevented in any way from entering into this Agreement, and you are capable of performing all of your obligations hereunder; and (d) your performance of your obligations in this Agreement and any Gorgias’ use of your Confidential Information, proprietary information, and personal information provided to Gorgias, if any, will not infringe any third-party rights, including any confidentiality rights, privacy rights, or Intellectual Property Rights of such third party.

10.2 Gorgias represents and warrants that the API provided to you for access and use under this Agreement will not infringe any Intellectual Property Rights of any third party.

11. DISCLAIMER

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL ASPECTS OF THE API ARE PROVIDED ON AN “AS IS” AND  “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, AND GORGIAS MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND HEREBY FULLY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE API, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY.  YOU ACKNOWLEDGE THAT GORGIAS DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM GORGIAS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

12. INDEMNIFICATION

12.1 You will indemnify, defend, and hold harmless Gorgias and its officers, directors, employees, agents, Affiliates, successors, and assigns from and against any and all third party losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: (a) your access to, use of, or misuse of the API or Gorgias Marks; (b) your breach of this Agreement; (c) the operation of the Application; (d) your negligence or willful misconduct; (e) any third-party claim that your products or services, including any Application, infringe the Intellectual Property Rights or other rights of a third party; and (f) the performance, non-performance, or improper performance of your products or services, including any Application. 

12.2 If Gorgias seeks indemnification or defense from you under this Section 12, Gorgias will promptly notify you in writing of the claim(s) brought against Gorgias for which Gorgias seeks indemnification or defense.  Gorgias reserves the right, at Gorgias’ option and in Gorgias’ sole discretion, to assume full control of the defense of the claim(s) with legal counsel of Gorgias’ choice.  You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Gorgias or bind Gorgias in any manner, without Gorgias’ prior written consent.  If Gorgias assumes control of the defense of such claim, Gorgias will not settle any such claim requiring payment from you without your prior written consent.

12.3 In addition to all other rights and remedies available to Gorgias under this Agreement and under applicable law, if you breach your obligations under this Agreement, Gorgias will have the right to: (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate your rights under this Agreement; and (c) be indemnified for any losses, damages or liability incurred by Gorgias in connection with such violation, in accordance with the provisions of this Section 12.

13. LIMITATION OF LIABILITY

13.1 EXCEPT FOR ANY DAMAGES ARISING OR RELATING TO PERSONAL INJURY, FRAUD OR WILLFUL MISCONDUCT, GORGIAS WILL NOT BE LIABLE TO YOU UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR BUSINESS INTERRUPTION, OR LOSSES OF PROFITS, SALES, BUSINESS, DATA, GOODWILL, AVAILABILITY OR OTHER INTANGIBLE LOSSES RESULTING IN ANY WAY UNDER THIS AGREEMENT OR YOUR USE OF THE API AND API CREDENTIALS, EVEN IF YOU HAVE ADVISED GORGIAS OF THE POSSIBILITY OF SUCH DAMAGES.  ALL SUCH DAMAGES ARE HEREBY FULLY EXCLUDED AND DISCLAIMED.

13.2 EXCEPT FOR ANY DAMAGES ARISING OR RELATING TO PERSONAL INJURY, FRAUD OR WILLFUL MISCONDUCT, GORGIAS’ DIRECT LIABILITY TO YOU, YOUR AFFILIATES, PERSONNEL AND YOUR END USERS FOR ANY REASON WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100.00) IN THE AGGREGATE AND FOR THE TERM.  ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.  THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

13.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, and hence some of the above limitations may not apply to you.  In these jurisdictions, Gorgias’ direct liability to you will be limited, excluded, and disclaimed to the greatest extent permitted by law.  The limitations set forth in this Section 13 will survive and apply even if any limited remedy specified in this Agreement is found to have failed in its essential purpose.

14. GOVERNING LAW

This Agreement will be governed by the laws of the State of Delaware, without regard to its conflict of laws rules that might cause the application of the laws of any other jurisdiction.  Other than as necessary to enforce any final judgment, award, or determination, any action brought pursuant to or in connection with this Agreement will be brought only in the state courts of or federal courts in California, and both Parties submit to the personal jurisdiction of such courts and waive any objections to venue of such courts.

15. MISCELLANEOUS 

15.1 You covenant and agree that during the Term of this Agreement and for a period of six (6) months after the termination or expiration of this Agreement, you will not develop, market, sell, or distribute to, or collaborate, license, or otherwise authorize another person (natural or legal) to develop, market, sell, or distribute, directly or indirectly, any product or service that competes with Gorgias’ Services or the API; provided, however, that this restriction will not apply to any arrangement where you are supporting a Gorgias’ reseller, referral partner, or marketing agent that is also marketing, selling, or distributing the API or Gorgias’ Services.

15.2 This Agreement constitutes the entire agreement among the Parties hereto with respect to the transactions contemplated and supersedes all prior agreements, understandings, letters of intent, and negotiations, both written and oral, among the Parties with respect to the subject matter thereto.

15.3 Gorgias may at any time novate, assign, or transfer in whole or in part its rights and obligations under this Agreement.  To the extent necessary, you consent to such novation, assignment, or transfer.  You may not novate, assign, or transfer in whole or in part any of your rights or obligations under this Agreement without the prior written consent of Gorgias. 

15.4 Nothing in this Agreement will create any legal partnership, joint venture, agency, franchise, employment relationship, or any other relationship between the Parties beyond the relations set out in this Agreement.

15.5 If any Section or part of any Section is held by a court to be invalid or unenforceable, that Section or part of a Section is to be regarded as having been deleted from this Agreement, and this Agreement will otherwise remain in full force and effect.

15.6 All legal notices and communications by you under this Agreement or relating to you will be given in writing, and will be sent via post or email to the following addresses:

Gorgias, Inc.,

Attn: Legal Department,

180 Sansome St, Suite 1800,
San Francisco, CA 94014

or legal@gorgias.com.

Gorgias will send you all notices to the email address provided to Gorgias.  All notices will be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a courier as permitted above.

15.7 Gorgias reserves the right to update and change this Agreement by posting updates and changes to its website.  Your continued use of the API constitutes your agreement to such changes or amendments.  You should check back for any changes that may impact you.

15.8 You and your Affiliates covenant not to assert patent infringement claims against Gorgias. 

15.9 Any provisions of this Agreement that by their nature are intended to survive, will survive termination, including the following: Section 1 (Definitions); Section 6 (Intellectual Property Ownership); Section 7 (Confidentiality); Section 11 (Disclaimer); Section 12 (Indemnification); Section 13 (Limitation of Liability); Section 14 (Governing Law); and this Section 15 (Miscellaneous).