Terms of Service

(a) Provision of Service.

Subject to the terms and conditions of these Terms, First Delivery will provide you with access to the Service on a subscription basis for the Subscription Term (defined below). The Service is a cloud-based delivery management platform and mobile application(s) (the “App”) that enables restaurants, pizzerias, ordering platforms, and delivery fleets to manage, dispatch, track, and optimize deliveries across multiple channels and delivery providers using artificial intelligence and machine learning technologies.

(b) Eligibility and Geographic Scope.

The Service is intended for business use worldwide. If you are located in the European Economic Area, United Kingdom, or Switzerland, additional terms apply as set forth in the Data Processing Agreement (Schedule A). By using the Service, you represent and warrant that (i) you are at least 16 years of age (or 18 years of age if located in the European Economic Area, United Kingdom, or Switzerland), (ii) you are entering into these Terms for business purposes, and (iii) your use of the Service complies with all applicable federal, state, local, and international laws.

(c) Access to Service.

You may access and use the Service on a non-exclusive and non-transferrable basis, solely for your internal business purposes, and only in accordance with the terms and conditions of these Terms and any end user technical documentation provided by First Delivery for the Service (“Documentation”). To the extent First Delivery provides you with any downloadable software, agents, SDKs, APIs, mobile applications, or other code in connection with the Service (“First Delivery Software”), First Delivery grants to you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the First Delivery Software during the applicable Subscription Term solely as reasonably necessary for your use of the Service in accordance with these Terms.

(d) Permitted Users.

You may permit your employees, agents, independent contractors, and consultants to use the Service on your behalf (“Permitted Users”), provided you remain responsible for the acts and omissions of each such Permitted User. If you are given passwords to access the Service on First Delivery’s systems, you shall require that all Permitted Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. You shall be responsible for any and all actions taken using your accounts and passwords.

(e) Use by Affiliates.

Each of your Affiliates (defined below) will be entitled to access and use the Service in accordance with these Terms; provided that you shall remain responsible to First Delivery for the actions and omissions of each such Affiliate (and each of such Affiliate’s Permitted Users). The terms of these Terms will govern as if these Terms were separately executed by the applicable Affiliate of yours, and the term “you” as used in these Terms will be deemed as applying to such Affiliate of yours for the purposes of these Terms. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party. As used herein, “control” means the power to direct the management or affairs of an entity or the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.

(f) General Restrictions.

You shall not, and shall not allow any third party (including any Permitted User) to:

1. (i) sell, rent, lease or use the Service for time sharing purposes;
2. (ii) use the Service to help develop, or help provide to any third party, any product or service similar to or competitive with the Service;
3. (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Service;
4. (iv) copy, modify or create derivative works from the Service or any Documentation;
5. (v) remove or obscure any copyright or proprietary or other notice contained in the Service or Documentation;
6. (vi) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data;
7. (vii) access or use the Service in a manner intended to circumvent or exceed service account limitations or requirements;
8. (viii) use any Service in a manner that violates any applicable law, regulation, or legal requirement or obligation;
9. (ix) use any Service in violation of any third-party rights of privacy or intellectual property rights;
10. (x) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark any Service;
11. (xi) post, upload, transmit or provide any Customer Content that First Delivery reasonably deems to be unlawful, harmful, abusive or otherwise objectionable; or
12. (xii) use the Service except as expressly permitted by these Terms.

(a) Generally.

“Customer Content” means delivery orders, customer information, route data, driver information, location data, tracking information, messages, prompts, environment variables, work-in-progress data, and other information, data, and content, in any form or medium, that is submitted, uploaded, transmitted, or otherwise provided, directly or indirectly (including via a third-party provider or integration), from you (including from a Permitted User on your behalf) by or through the Service, or provided by you to First Delivery to input into the Service.

You are solely responsible for (i) the accuracy, content, and legality of all Customer Content, and (ii) for providing notices and obtaining consents as legally required from your Permitted Users and your customers and end users (as applicable) for the collection, use, processing, and transfer of Customer Content in connection with the Service.

You represent and warrant to First Delivery that:

• you have sufficient rights in Customer Content to grant the rights granted to First Delivery in Section 2(b) below and that Customer Content does not infringe or otherwise violate the rights of any third party
• your use of the Service and all Customer Content is and will be at all times compliant with all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data
• you will not submit protected health information, payment card information, or other regulated sensitive data to the Service and if you do so, you assume all risk and liability for any consequences arising from such submission. First Delivery makes no representations as to the adequacy of the Service to process such data or to satisfy any legal or compliance requirements which may apply to such data.

(b) Rights in Customer Content and Use for Service Improvement.

As between the parties, you shall retain all right, title and interest (including any and all intellectual property rights) in and to Customer Content. You hereby grant to First Delivery a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, display, and process Customer Content solely as necessary to: (i) provide, maintain, support, and secure the Service in accordance with these Terms; and (ii) evaluate the performance of AI systems, test system functionality, improve prompts and workflows, identify and remediate bugs, enhance the accuracy and reliability of the Service, and otherwise improve the Service.

For clarity and emphasis, First Delivery does NOT use Customer Content to train generative AI models or machine learning models, unless you explicitly opt in to such use through your account settings or a separate written agreement. First Delivery uses commercially reasonable efforts to ensure that third-party AI providers engaged to power features of the Service (such as routing optimization, predictive analytics, and similar services from providers like Google, Anthropic, OpenAI, and other technology partners) are contractually prohibited from using Customer Content transmitted through the Service for their own model training or improvement purposes, except as necessary to provide the Service to you (for example, for abuse detection, content filtering, or legal compliance as required by those providers). However, First Delivery cannot and does not guarantee the practices of third-party AI providers. If you provide your own credentials or API keys to connect third-party AI providers directly, your agreement with that provider governs their handling of your data, and First Delivery is not responsible for their practices.

(c) Usage Data.

“Usage Data” means data and information relating to the access to, use of, and operation of the Service, including technical logs, telemetry, performance metrics, feature usage patterns, error rates, and aggregated interaction data, excluding Customer Content and Personal Data, and processed in aggregated and de-identified form. First Delivery may collect, generate, analyze, and use Usage Data for purposes of operating, maintaining, securing, analyzing, and improving the Service, including for product development, analytics, benchmarking, and service optimization, without any opt-in requirement, provided that such Usage Data does not identify Customer or any individual.

(a) AI Output Disclaimer.

YOU ACKNOWLEDGE THAT THE SERVICE USES ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, AND NATURAL LANGUAGE PROCESSING TECHNOLOGIES THAT GENERATE ROUTING SUGGESTIONS, DELIVERY PREDICTIONS, OPTIMIZATION RECOMMENDATIONS, AND OTHER OUTPUTS. AI-GENERATED OUTPUTS MAY BE INACCURATE, INCOMPLETE, UNSUITABLE FOR YOUR PURPOSES, OR SIMILAR TO THIRD-PARTY CONTENT. FIRST DELIVERY DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ERROR-FREE, ACCURATE, COMPLETE, OR FREE FROM INTELLECTUAL PROPERTY CLAIMS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VERIFYING ALL AI-GENERATED ROUTING, PREDICTIONS, AND OTHER OUTPUTS BEFORE RELYING ON THEM FOR BUSINESS DECISIONS. YOUR RELIANCE ON AI OUTPUTS IS ENTIRELY AT YOUR OWN RISK.

(b) Third-Party Integrations.

The Service integrates with third-party platforms and services (such as Toast, DoorDash, Uber Direct, Google Maps, Slack, and other delivery providers, ordering platforms, and technology services). Your use of those integrations is subject to the applicable third-party terms and conditions. First Delivery is not responsible for the availability, accuracy, security, or conduct of third-party services. Third-party service providers may process Customer Content in accordance with their own terms and policies, and First Delivery is not liable for the acts or omissions of third-party service providers.

(a) Fees.

You agree to pay all fees specified in your subscription plan or as otherwise agreed in writing with First Delivery. All fees are non-refundable except as expressly set forth in these Terms. First Delivery may change its fees upon thirty (30) days’ prior written notice to you, provided that such changes will not affect fees already paid or committed for the then-current Subscription Term.

(b) Taxes.

Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your use of the Service.

(a) Term.

These Terms are effective as of the Effective Date and will continue in effect until terminated as set forth below. “Subscription Term” means the subscription period specified in your account settings or order confirmation, which will renew automatically for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

(b) Termination.

Either party may terminate these Terms with at least thirty (30) days’ prior written notice. In addition, either party may terminate these Terms immediately if the other party (i) fails to cure any material breach of these Terms (including a failure to pay fees) within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate; email notice is sufficient in the case of non-payment); (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). First Delivery may also suspend or terminate your access to the Service immediately if you materially breach these Terms, if required by law, or if First Delivery determines that your use poses a security risk to the Service or other users.

(c) Effect of Termination.

Upon the expiration or termination of these Terms, (i) you shall immediately cease any and all use of and access to the Service (including any and all related First Delivery Technology) and (ii) each party will return to the other party (or destroy) such other party’s Confidential Information. Except as otherwise set forth herein, termination of these Terms is not an exclusive remedy and the exercise by either party of any remedy under these Terms will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise.

(d) Customer Content Retrieval and Deletion.

At any time before or within thirty (30) days after termination or expiration of these Terms, you may request download or deletion of Customer Content from the Service by contacting us at support@firstdelivery.com. First Delivery will process such requests within approximately thirty (30) days, subject to legal obligations and technical constraints (such as backup retention). You acknowledge that if you or a Permitted User deletes Customer Content from the Service, Customer Content may still reside in First Delivery’s systems, applications, databases, and servers (including, without limitation, as backups and/or archives) for a reasonable period thereafter. You acknowledge that deletion or retrieval actions during any Subscription Term may have an adverse impact on your use of the Service (and First Delivery is not liable with respect thereto).

(e) Survival.

The following Sections shall survive any expiration or termination of these Terms: 1(f), 2, 3, 4(b), 5, 6(b), 7, 8, 9, 10, 11, 12, and 13.

(a) Limited Warranty.

First Delivery warrants that it will provide the Service in substantial conformity with the applicable Documentation. First Delivery’s sole liability (and your sole and exclusive remedy) for any breach of this warranty shall be, in First Delivery’s sole discretion and at no charge to you, to use commercially reasonable efforts to provide you with an error correction or work-around that corrects the reported non-conformity, or if First Delivery determines such remedies to be impracticable, to allow you to terminate the Subscription Term and receive as your sole remedy and First Delivery’s entire liability, a pro-rata refund of any fees you have pre-paid for use of the Service for the portion of the Subscription Term not received as of the date of the warranty claim. The limited warranty set forth in this Section 6(a) shall not apply: (i) unless you make a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software, or services, or (iii) to the Service provided on a no-charge, trial, or evaluation basis.

(b) Warranty Disclaimer.

EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a), THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FIRST DELIVERY AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. FIRST DELIVERY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. FIRST DELIVERY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR SUITABILITY OF ANY OUTPUT GENERATED BY AI FEATURES OF THE SERVICE.

(a) Cap on Liability.

IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4(b) ABOVE.

(b) Exclusion of Certain Damages.

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Account Security.

You are responsible for all login credentials, including usernames and passwords, for administrator accounts as well as the accounts of your Permitted Users. First Delivery will not be responsible for any damages, losses, or liability to you, Permitted Users, or any other person if such credentials are not kept confidential by you or your Permitted Users, or if such credentials are correctly provided by an unauthorized third party logging into and accessing the Service.

(d) Exceptions to Liability Cap.

EXCEPT IN CASES OF WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A BREACH OF APPLICABLE LAW BY EITHER PARTY, AND, IN YOUR CASE, INFRINGEMENT OF FIRST DELIVERY’S INTELLECTUAL PROPERTY RIGHTS, THE LIMITATIONS UNDER THIS SECTION 7 APPLY WITH RESPECT TO ALL LEGAL THEORIES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 7 REFLECTS AN AGREED ALLOCATION OF RISK AND FORMS AN ESSENTIAL BASIS OF THE BARGAIN.

(e) Jurisdictional Limitations.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE TERMS GRANT SPECIFIC LEGAL RIGHTS, AND YOU AND PERMITTED USERS MAY ALSO HAVE OTHER RIGHTS THAT VARY BY JURISDICTION. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

(a) Your Obligation.

You agree to defend, indemnify and hold harmless First Delivery and its affiliates, licensors, and suppliers, and First Delivery’s and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your and any Permitted User’s use of and access to the Service, including any Customer Content or other content transmitted or received by you and any Permitted User; (ii) your violation of any term of these Terms; (iii) your or any Permitted User’s violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your or any Permitted User’s violation of any applicable law, rule or regulation; (v) your or any Permitted User’s gross negligence, fraud, or willful misconduct; or (vi) any other party’s access and use of the Service with your or any Permitted User’s unique username, password or other appropriate security code (provided that such access and use was not the fault of First Delivery).

(b) First Delivery’s Obligation.

(a) Definition.

“Confidential Information” means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. All First Delivery Technology (including the Service, First Delivery Software, and Documentation), performance information relating to the Service, and the terms and conditions of these Terms (including the fees and pricing information) shall be deemed Confidential Information of First Delivery without any marking or further designation. Confidential Information does not include information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without any reference to or use of Confidential Information, or that was rightfully obtained by the recipient from a third party.

(b) Obligations.

The recipient agrees not to disclose Confidential Information except to its Affiliates, employees, contractors, and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under these Terms, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.

(c) Customer Content Confidentiality.

First Delivery will treat Customer Content as confidential and will not disclose it to third parties except (i) as necessary to operate, support, secure, and improve the Service as described in Section 2(b), (ii) as required by law or legal process, or (iii) with your consent. First Delivery restricts employee and contractor access to Customer Content to personnel with a legitimate business need and subject to confidentiality obligations. You acknowledge that, to operate, secure, and support the Service, First Delivery personnel may access Customer Content on a need-to-know basis.

(a) Security Measures.

First Delivery shall use reasonable physical, technical, and administrative safeguards designed to protect Customer Content from unauthorized access, use, or disclosure. First Delivery maintains industry-standard security measures appropriate to the nature of the data processed, including encryption of data in transit and at rest, access controls, and monitoring. First Delivery may provide you with a summary of its security certifications or a third-party audit report upon reasonable request.

(b) Security Incidents.

First Delivery will notify you without undue delay (and in no event later than seventy-two (72) hours) after becoming aware of any security incident involving unauthorized access to, use of, or disclosure of Customer Content that is reasonably likely to result in harm to you. Such notification will include sufficient information to enable you to meet your own notification obligations under applicable law. First Delivery will take reasonable measures to remediate the security incident and prevent recurrence, and will cooperate with your investigation and compliance efforts. Notification of a security incident under this Section will not constitute an admission of fault or liability by First Delivery.

(a) Privacy Policy.

First Delivery’s Privacy Policy is incorporated into these Terms by reference. To the extent First Delivery processes Personal Data (as defined in the Privacy Policy) on your behalf subject to applicable Data Protection Laws (as defined below), such processing shall be governed by these Terms and the Privacy Policy.

(b) Data Protection Laws Definition.

“Data Protection Laws” means all applicable laws, regulations, and other legal requirements relating to privacy, data security, and data protection, including without limitation the EU General Data Protection Regulation (“GDPR”), the UK GDPR, and similar data protection laws.

(c) EU, UK, and Swiss Customers.

If you are located in the European Economic Area, United Kingdom, or Switzerland, the Data Processing Agreement attached as Schedule A forms part of these Terms and governs First Delivery’s processing of Personal Data on your behalf. The Standard Contractual Clauses attached as Schedule B apply to any transfers of Personal Data from the European Economic Area, United Kingdom, or Switzerland to countries that do not provide an adequate level of data protection as determined by the European Commission or UK Information Commissioner’s Office. A list of First Delivery’s subprocessors is provided on our website.

(d) Your Responsibilities.

You are solely responsible for (i) providing all required notices to, and obtaining all required consents from, data subjects whose Personal Data is submitted to the Service, and (ii) ensuring that your use of the Service and submission of Personal Data complies with applicable Data Protection Laws.

(e) AI Processing.

To the extent the Service uses artificial intelligence or machine learning technologies, any processing of Personal Data in connection with such features shall be governed by the Privacy Policy. As set forth in Section 2(b), First Delivery does not use Customer Content (including Personal Data) to train generative AI models without your explicit opt-in, but First Delivery does use Customer Content to evaluate AI system performance and improve the Service.

(f) Customer Privacy Compliance.

Customer is solely responsible for ensuring that any Personal Data submitted to or processed through the Service complies with all applicable United States federal and state privacy and data protection laws and regulations, including without limitation the California Consumer Privacy Act (CCPA) and similar state laws, to the extent applicable. For customers in the European Economic Area, United Kingdom, or Switzerland, Customer is responsible for compliance with applicable Data Protection Laws, including GDPR and UK GDPR. Customer represents and warrants that it has provided all required notices and obtained all required consents for such processing. First Delivery has no responsibility for Customer’s compliance obligations with respect to such Personal Data.

(a) Assignment.

These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms except upon the advance written consent of the other party, except that either party may assign these Terms without such consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign these Terms except as expressly authorized under this Section 13(a) will be null and void.

(b) Force Majeure.

Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of these Terms and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services. In the event First Delivery cannot provide the Service within 10 days of the start of a force majeure event, you may terminate your subscription and any outstanding unused fees shall be refunded to you.

(c) Subcontractors.

First Delivery may use the services of subcontractors for performance of services under these Terms, provided that First Delivery remains responsible for such subcontractors’ compliance with the terms of these Terms.

(d) Independent Contractors.

The parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

(e) Severability.

If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect.

(f) Governing Law; Jurisdiction and Dispute Resolution.

(g) Notice.

Any notice or communication required or permitted under these Terms shall be in writing to the parties at support@firstdelivery.com at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee upon email transmission confirmed.

(h) Amendments; Waivers.

No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Purchase orders (and similar documents) issued by you are for administrative purposes only (e.g., setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such order shall not apply (even if the order is accepted, or performed on by First Delivery). First Delivery may modify these Terms from time to time. If First Delivery makes material changes, First Delivery may notify you by email or by posting the updated Terms and updating the “Effective Date” at the top of these Terms. Your continued use of the Service after changes take effect and we notify you constitutes acceptance of the modified Terms.

(i) No Third-Party Rights.

There are no third-party beneficiaries to these Terms.

(j) Export Compliance.

Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (i) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (ii) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions.

(k) Entire Agreement.

These Terms, together with the Privacy Policy, are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications, relating to the subject matter of these Terms.