Last Revised: September 14, 2024
Honeydew Data, Inc. (“Honeydew”, “our”, “we,” or “us”) offers enterprises a semantic layer for third party data platforms intended to enable enterprises to standardize metrics and reduce analytics engineering (“Services”). In addition, Honeydew’s website located at https://honeydew.ai/ (“Website”) offers visitors thereto (“Visitors”), information on Honeydew, as well as demos and trial versions of the Services (if such are made available by us). “Users” or “you” refer to: (I) Customer’s authorized users of the Services (“Authorized Users”), and (II) Visitors. The Website, together with the Services, except if specifically otherwise designated, shall be referred to herein as the “Services.”
These terms (“Terms”) together with the Order Form (if executed by the parties) form a legal agreement (“Agreement”) between Honeydew and your organization (“Customer”, “you”, “your”). By connecting to, accessing, or using the Services, you acknowledge that you have read and understood these Terms, along with any other terms and policies referenced herein. Customer agrees to be bound by the Agreement and to comply with all laws and regulations that apply to your use of the Services, and agrees that this Agreement constitutes a binding and enforceable legal contract between Honeydew and Customer. In the event that there is any conflict between the provisions of the Order Form and these Terms, the provisions of the Order Form shall take precedence.
These terms govern your use of the Services however they were acquired, including without limitation directly via the Honeydew, or indirectly through a distributor, marketplace, reseller, or other third party on its behalf authorized by Honeydew (“Partner”). If Customer has purchased the subscription granted hereunder from a Partner, to the extent there is any conflict between these terms and the agreement entered between you and the respective Partner, including any purchase order, then, as between Customer and Honeydew, these terms shall prevail. Any rights granted to you under an agreement with a Partner which are not contained in these Terms, apply only in connection with such Partner. In that case, you must seek redress or realization or enforcement of such rights solely with such Partner and not Honeydew.
ATTENTION – PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT ENTER, CONNECT TO, ACCESS OR USE THE SERVICES IN ANY MANNER.
CUSTOMER (AND ANY AUTHORIZED USER ON ITS BEHALF) HEREBY REPRESENTS, AGREES AND ACKNOWLEDGES THAT (I) THE AUTHORIZED USER HAS BEEN DESIGNATED BY THE CUSTOMER AND HAS FULL LEGAL AUTHORITY TO USE AND REGISTER TO THE SERVICES AND BIND THE CUSTOMER TO THIS AGREEMENT; AND (II) THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN CUSTOMER AND HONEYDEW.
CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT THE AUTHORIZED USER’S ACCESS AND USE OF THE SERVICES ARE PERFORMED UNDER CUSTOMER’S AUTHORIZATION AND SHALL INURE TO THE BENEFIT OR LIABILITY OF THE CUSTOMER.
1. The Services
1.1. License to use the Honeydew. Subject to Customer’s compliance with the Agreement, Honeydew grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license, during the Term, to access and use the Services. It is hereby clarified that: (i) the foregoing license is subject to the usage limits detailed in an Order Form (if any) or agreed by the parties in any other manner, and Customer shall not use any means intended to exceed or circumvent such limits; (ii) the license granted herein does not grant Customer with any direct access to, or use permissions of, Honeydew’s software code, configuration, algorithms, or other underlying technology and Customer shall not access and/or use them nor attempt to do so; and (iii) Customer’s use of the Services must comply with applicable laws and technical documentation provided by Honeydew, as may be modified by us from time to time (“Documentation“). Except as stated above, no other rights in the Services are granted.
1.2. Third Party Data Applications. The Services may enable you to integrate certain third-party vendors and partners in connection with the Services, including, without limitation, third-party data storage applications (e.g. Snowflake), which you choose to connect through our API or by other means made available by us, as part of the Services (“Third Party Data Applications”). Customer acknowledges and agrees that regardless of the manner in which the Customer is engaging with Third Party Data Applications, Honeydew solely acts as an intermediary platform between Customer and such Third Party Data Applications or otherwise offers supplementary functionalities to those Third Party Data Applications through the Services. Honeydew does not, in any way, endorse any such Third Party Data Applications or shall be in any way responsible or liable with respect to any such Third Party Data Applications. Customer’s relationship with such Third Party Data Applications and any terms governing data collection and your payment for and use of such Third Party Data Applications are strictly subject to the contractual terms entered between you and the Third Party Data Applications.
1.3. Modification of the Services. Honeydew may continuously update its Services with new capabilities or offerings or replace and/or discontinue some of the capabilities with others. If we make any material adverse change in the core functionality of the Services, then we will notify you by posting an announcement on the Website and/or via the Services or by sending you an email.
2. Honeydew Account
2.1. Account Registration. In order to use the Services, Honeydew will set up a designated account for Customer, and Authorized Users must register through the Services on Customer’s behalf (the “Honeydew Account”). To finalize your Honeydew Account registration, we may require certain information which will include your name, e-mail, organization, and password, and provide access permissions to your organization’s Third Party Data Applications environments. We may allow Authorized Users to invite other individuals from the organization to use the Services as Authorized Users under Customer’s Honeydew Account.
2.2. Account Security. You are responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by Honeydew) of your Honeydew Account and for all activities that occur under your Honeydew Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Honeydew Account (including by any third party if you do choose to disclose these credentials). We reserve the right to temporarily suspend or permanently terminate your Honeydew Account if we determine that you or anyone on your behalf is using your Honeydew Account in a manner that violates the Agreement.
2.3. Responsibility for Authorized Users. Customer is solely liable and responsible for reviewing and understanding the settings and controls available through the Service and for controlling whom Customer permits to become an Authorized User and what permissions are granted to such User. Customer is responsible for the activities of all of its Authorized Users, including any decisions they may make through the Services and/or when utilizing the output thereof. Further, Customer acknowledges that any action taken by its Authorized User is deemed by Honeydew as an authorized action by Customer, and accordingly Customer shall have no claim in this regard.
2.4. User Updates. If you wish to modify your Honeydew Account information, or if you wish to terminate your Honeydew Account, you may do so by contacting Honeydew support available at help@honeydew.ai. Your Honeydew Account will be terminated within a reasonable time following your request in accordance with the Privacy Policy, and from that date, you will no longer be able to access your Honeydew Account, and the permissions, rights, and licenses granted to you under this Agreement shall terminate. Please note that terminating your Honeydew Account may cause the loss and/or unavailability of content, features, or capacity with regard to your Honeydew Account. Honeydew shall not be liable in any way for such unavailability and/or loss.
3. Customer Data
3.1. Customer Data. As part of the Services, Customer may provide certain data through its use of the Services (collectively the “Customer Data”). As between Honeydew and Customer, Customer owns all Customer Data. Customer hereby represents and warrants that it has the full right, permissions, and consents to make the Customer Data available to Honeydew through the Services.
3.2. License to Customer Data. Customer hereby grants Honeydew a non-exclusive, non-assignable, non-transferable license to use Customer Data made available to us in the scope of Customer’s use or access to the Services, for the purpose of providing the Services during the Term, as contemplated hereunder.
3.3. Anonymous Cumulative Information. Without derogating from the foregoing, Customer hereby grants Honeydew a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Customer Data that has been anonymized and that cannot be used to identify or otherwise understood to be related to any specific individual or to Customer, for the purpose of internal research or otherwise improving or enhancing the Services.
4. Honeydew’s Intellectual Property Rights
4.1. Honeydew Intellectual Property. Any proprietary and intellectual property rights in and to the Services including any content thereof, such as logos, graphics, images, as well as the selection, assembly and arrangement thereof and related materials, Honeydew’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all Feedback as defined herein, (collectively, “Honeydew IP”) are owned and/or licensed to Honeydew or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under federal and state United States law, foreign laws and international conventions.
4.2. Feedback. In the event that Users provide Honeydew with any suggestions, comments or other feedback relating to the Services, such feedback is provided on an “As Is” basis and is deemed the sole and exclusive property of Honeydew.
4.3. Use Restrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Honeydew and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, (iii) create a browser or border environment around the Services, link, including in-line linking, to elements on the Services, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, including any Customer Data (as defined below), in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any Services and/or the Honeydew IP in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate any of the terms and conditions of these Terms. You hereby agree that upon Honeydew’s request, you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of this Agreement.
5. Trial Subscription
5.1. Trial Subscription. Honeydew may make the Services (or any part of it) available to Customers for the purpose of evaluating the Services for reduced fees or free of charge (“Trial Subscription”). The term of the Trial Subscription shall commence upon your first access to the Services and continue until the earlier of (a) the end of the applicable Trial Subscription period agreed by the parties, (b) the start date of any subscription to the Services that you purchase pursuant to an Order Form, or (c) termination of the Trial Subscription by Honeydew for any reason, or for no reason at all, by sending you a termination notice with immediate effect.
5.2. No Warranties. The Trial Subscription is provided by Honeydew “as is” for limited evaluation and testing purposes only, and Honeydew does not warrant that the Trial Subscription will operate without error or interruption. Honeydew specifically disclaims all warranties, express or implied, including the implied warranties of merchantability, noninfringement, title, quality, accuracy, and fitness for a particular purpose.
6. Order Form; Fees
6.1. Order Form. We may require you to execute an order form to allow you access or to subscribe to the Services (the “Order Form”). An Order Form may specify and include, among others, the fees payable in consideration for your access to the Services (“Fees”), the scope of the Services, subscription plan and term, additional payments, and billing terms. An Order Form may be executed in various ways (as we deem appropriate), including by online forms executed electronically or agreed in writing (including via e-mail) that reflect the parties’ understanding with respect to the agreed scope of subscription and consideration. The Fees are exclusive of any tariffs, duties or taxes (however designated, levied or based and whether foreign or domestic), including (without limitation) VAT and/or sales tax. Customer will pay or reimburse Honeydew as the case may be for all such tariffs, duties or taxes, except for those taxes based on Honeydew’s income.
6.2. Payments of Fees. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, Honeydew may collect interest compounded daily commencing on the date such payments become due, using a monthly rate of 1.5% or the highest rate permitted by law (whichever is lower). Any payment or part of a payment that is not paid by Customer to Honeydew when due shall constitute sufficient cause for Honeydew to suspend its performance hereunder and terminate this Agreement, provided that a seven (7) business days prior notice was provided. Except to the extent otherwise expressly stated in this Agreement or in an Order Form, all obligations to pay Fees are non-cancelable, and all payments are non-refundable. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Honeydew regarding future functionality or features.
6.3. Pricing Updates. Honeydew may modify the Fees or applicable pricing for the Services, entering into effect upon commencement of the next renewal subscription term of the relevant Order Form(s), by notifying you of such change in writing before the end of the then-current subscription term.
7. Confidentiality
7.1. Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required in the scope of this Agreement. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party. Upon termination or expiration of this agreement for any reason or upon Customer’s written request, Honeydew shall return or permanently destroy all Customer Data in its possession.
8. Privacy and Data Security
8.1. Honeydew Privacy Policy. We respect the privacy of our Users and are committed to protecting the personal data you share with us or that we collect in connection with your use of the Services. In the scope of the provision of the Services, certain personal data may be collected, processed, stored, and analyzed. By accessing or using the Services you agree to the Privacy Policy.
8.2. Collection and Processing of Personal Data. Honeydew and Customer hereby acknowledge and agree that to the extent any personal data (as such term is defined under any applicable law) is transferred by Customer to Honeydew in connection with the Services (“Customer Personal Data”), then (i) the collection, use, and processing shall be in accordance with any applicable laws, including, data protection laws, (ii) Customer shall ensure to make all necessary disclosures and obtain all required consents under applicable laws, in order to transfer such Customer Personal Data to Honeydew for the purposes of performance of this Agreement, (iii) Honeydew shall comply with all applicable laws in connection with its use of such Customer Personal Data provided to it by the Customer in connection with this Agreement, and (iv) to the extent necessary under applicable law, Honeydew and Customer shall enter into a Data Processing Addendum which shall govern the collection and processing of any such Customer Personal Data.
8.3. No use of Third Party Data Applications underlying data. Inherent to use of the Services, our interface and linking to the Third Party Data Applications may include permissions to view and edit (as applicable) the underlying data of your Third Party Data Applications, i.e. the data that you manage through your use of the Third Party Data Applications (“Underlying Data”). Processing of such Underlying Data is not required for us to provide you with the Services and we will only process Customer Data which you query through the Services or as otherwise configured by you under the Third Party Data Applications permissions you provide us with. .
8.4. No Collection of PHI. Honeydew does not permit the use of Services by any Customer that is a “covered entity” or a “business associate” under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), where such use would involve access by Honeydew to “protected health information” (as defined under HIPAA). Customer represents that protected health information is not required to be created, received, maintained, accessed, used, disclosed or transmitted in connection with its license to use the Services as provided herein.
9. Availability of the Services
The availability and functionality of the Services depend on various factors, such as communication networks, software, hardware, Third Party Data Applications, and Honeydew’s service providers and contractors. While Honeydew uses commercially reasonable efforts to maintain service availability, we cannot guarantee that the Services will operate in an uninterrupted or error-free manner. Honeydew performs service maintenance and uses commercially reasonable efforts to schedule system downtime during off-peak hours and to avoid service interruptions and delays. Honeydew will use commercially reasonable efforts to notify you in advance of any scheduled downtime.
EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. HONEYDEW DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF).
EXCEPT AS EXPRESSLY SET FORTH HEREIN, HONEYDEW DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE SERVICES ARE COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CUSTOMER’S CONTEMPLATED ACTIVITIES, SOFTWARE OR TOOLS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES AND ACKNOWLEDGES THAT THE USE OF THE SERVICES, INCLUDING THE USE OF AND/OR RELIANCE ON ANY OUTPUT DERIVED THEREFROM, IS ENTIRELY AT CUSTOMER’S OWN RISK.
11. Indemnification
11.1. Indemnification by Honeydew. Honeydew shall defend Customer from and against any claim by a third party alleging that the Services, when used as authorized under this Agreement, infringes or misappropriates such third party’s trademark, United States patent, copyright, or trade secret. Honeydew shall indemnify and hold Customer harmless from any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by Honeydew (including reasonable attorneys’ fees). The foregoing shall not apply for claims arising from: (i) modification of the Services (or any portion thereof) by Customer; (ii) Customer improperly accessing or using the Services, in a manner other than as specified in the Documentation provided by Honeydew; (iii) Customer’s integration and or the combination of the Services (or any portion thereof), with any third party product or component, to the extent that the infringement would not have occurred but for such integration or combination; (iv) Customer’s failure to implement any updates, upgrades and new versions to the Services (or any portion thereof) provided by Honeydew within a commercially reasonable time period, to the extent that the infringement would not have occurred but for such failure of Customer; or (v) Customer’s breach the terms of the Agreement.
11.2. Indemnification Procedure. The Customer will: (a) provide prompt written notice of the claim and give Honeydew sole control over the defense and settlement of the claim; and (b) provide to Honeydew its full and timely cooperation. Honeydew shall have the right to defend against any such claim with a counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate provided that it will not enter into any settlement which does not fully relieve the Customer of all liability or that otherwise requires Customer to admit any wrongdoing, without Customer’s written consent.
12.1. EXCEPT WITH RESPECT TO DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT THIS AGREEMENT, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF HONEYDEW TO PERFORM UNDER THIS AGREEMENT, AND ANY OTHER ACT OR OMISSION OF HONEYDEW BY ANY OTHER CAUSE WHATSOEVER.
12.2. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, A PARTY IS FOUND TO BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THIS AGREEMENT, EITHER PARTY’S LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO HONEYDEW UNDER APPLICABLE ORDER FORM DURING THE TWELVE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE CHARGED, THEN A PARTY’S LIABILITY SHALL NOT EXCEED US $1,000. IN ANY CASE NO ACTION MAY BE BROUGHT BY CUSTOMER IN CONNECTION WITH THE SERVICES MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
12.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR HONEYDEW’S PROVISION OF THE SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF HONEYDEW AND/OR ANY HONEYDEW AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.
13. Term and Termination
13.1. Term. This Agreement is effective upon (i) Customer’s acceptance of these Terms, or (ii) the effective date of an applicable Order Form, whichever occurs first, and ending when terminated as described in this Section 13. Unless otherwise specified in the Order Form, (i) each Order Form will have a term of twelve (12) months (an “Initial Term”) beginning on the effective date of such Order Form; (ii) after the Initial Term, such Order Form will automatically renew for twelve (12) month periods (each a “Renewal Term”) unless either party provides the other party with at least sixty (60) days’ written notice prior to the end of the Initial Term or the then-current Renewal Term.
13.2. Termination for Breach. Either party shall have the right to terminate this Agreement in the event that the other party is in breach of this Agreement, and such breach is not cured within thirty (30) business days of being provided with written notice and an opportunity to cure. Either party may immediately terminate this Agreement if the other party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors.
Effect of Termination. Upon termination of this Agreement, (i) all subscriptions, rights and licenses granted herein, and all Services provided by Honeydew hereunder shall terminate immediately; (ii) each party shall return to the other party or destroy all Confidential Information in its possession, custody, or control; and (iii) Customer shall remit in full all payments due to Honeydew, accruing prior to the date thereof, according to this Agreement and all Order Forms. Sections 4, 7, 10, 12, 13, 15 and any other Sections in this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall continue to survive notwithstanding termination or expiry of this Agreement.
14. Amendments to this Agreement
Honeydew may change this Agreement from time to time, at its sole discretion and without any notice. Honeydew will notify Customers regarding substantial changes to this Agreement through the Services and/or we will send you notifications regarding such changes to the e-mail address you provided us (if applicable). Such substantial changes will take effect seven (7) days after such notice was provided on our Services or sent via email. Otherwise, all other changes to this Agreement are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
15. General
15.1. Relationship of the Parties. This Agreement does not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
15.2. Governing Law and Jurisdiction. The parties expressly agree that this Agreement will be governed by the laws of the State of New York without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in New York, NY, except that temporary relief to enjoin infringement of Intellectual Property rights may be sought in any court.
15.3. Assignment. Neither party may assign, sublicense, or otherwise transfer any or all of its rights or obligations under this Agreement without the other party’s prior written consent; provided, however, that either may assign this Agreement in its entirety (including all Order Forms), without such consent to its wholly owned affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
15.4. Marketing Permission. Customer grants Honeydew the right to use its company name and logo as a reference for marketing or promotional purposes on Honeydew’s website and in other public or private publications or presentations with its existing or potential customers and investors, subject to Customer’s standard trademark usage guidelines as may be made available to Honeydew by Customer. Customer may revoke said right by providing written notice to Honeydew at help@honeydew.ai.
15.5. Severability. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
15.6. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
15.7. Notices. Customer acknowledges that notices provided by Honeydew in connection with this Agreement shall be provided as follows: via the Services, including by sending you notices through the Services, e-mail, phone, first class airmail, or overnight courier. Customer further confirms that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed delivered the earlier of (a) receipt; or (b) 24 hours of delivery. Honeydew shall use your contact details that we have in our records in connection with providing you notices. Notices to Honeydew shall be sent to help@honeydew.ai.
15.8. Electronic Agreement. Without limitation, Customer agrees that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
