Terms of Service

Welcome to Bringits, a software-as-a-service platform for the identification, retrieval, collection, organization, structuring, and delivery of data from publicly available online sources only (the "Service"). The Service is developed and operated by Bringits Data Ltd. (collectively, the "Company", "we", "us", or "our"), a company organized under the laws of the State of Israel.

Please carefully read the following terms and conditions, including any other document referenced herein (the "Terms"). By accessing or using the Service in any way (in each case, a "Customer", "you"), you agree to be bound by these Terms and you signify that you have read and understood them.

If you do not agree to these Terms, you may not use the Service in any way.

If you have any questions, inquiries, or concerns regarding the Service or these Terms, please contact us at support@bringits.com.

1. Definitions

2. Access & Services

2.1 Grant of access

Subject to these Terms and the applicable Order Form or Subscription Plan, including Customer's payment of the applicable Fees hereunder (where applicable), Customer may, during the applicable Term, access and use the Service, solely for internal use within Customer's organization, on a non-assignable, non-exclusive, and non-transferable basis, pursuant to the usage parameters, limits, and metrics specified in the applicable Order Form or Subscription Plan. Customer is granted access only to the Service interface, outputs, and functionality expressly made available by Company, and receives no right to access, possess, configure, direct, control, or use any Embedded Connectivity Components.

2.2 Evaluations

Notwithstanding anything to the contrary, if Company permits you to use the Service for a proof of concept, beta testing, design partner, trial, evaluation, or other similar purpose (an "Evaluation"), you may do so for the evaluation period specified in the applicable Order Form or Subscription Plan. Company reserves the right to terminate an Evaluation at any time. Upon expiration or termination of an Evaluation, you will be required to pay the applicable Fees or cease using the Service.

Services provided for Evaluation are provided "as is", for non-production use, and Company disclaims all warranties and conditions, express or implied, including any warranty against infringement of third-party rights, merchantability, and fitness for a particular purpose, for such Evaluation.

2.3 Scope of use

Customer's right to use the Service is expressly limited to the limitations indicated in the applicable Order Form or Subscription Plan.

2.4 Lawful use

Customer covenants that Customer and its Users will use the Service only in compliance with all applicable laws and regulations, these Terms, and any reasonable use policies or instructions issued by Company.

2.5 Users

Customer may designate the Users of the Service, provided that such usage is in accordance with these Terms, and must ensure that its Users fully comply with these Terms. Customer is liable to Company for all acts or omissions of those who use and deal with the Service on its behalf as though Customer had performed those acts or omissions itself, and shall not authorize access to or permit use of the Service by anyone other than its Users. Company may, at any time and without liability to Customer, suspend or terminate Customer's or any User's access to the Service if Company reasonably believes that the Customer or such User has violated any provision of these Terms.

2.6 Changing your Subscription Plan

During the Term, Company may allow Customer to change its Subscription Plan (including the applicable usage parameters, capacity limits, and pricing) through an online plan upgrade process. The newly chosen Subscription Plan becomes effective upon completion of that process, and Customer will be charged the fees presented and accepted in connection with the new Subscription Plan, including any applicable prorated charges for the remainder of the then-current billing period. These Terms continue to apply in full effect.

2.7 Account security and reliance on Output Data

Customer and its Users are responsible for maintaining the confidentiality of their Service login credentials. Customer is solely responsible for any decision-making based on the Output Data, and for all consequences resulting from it.

2.8 Public sources only

The Service is designed only for websites, databases, registries, publications, platforms, and other online sources that are publicly accessible without requiring Customer-specific login credentials, authenticated sessions, private account access, or paywalled authorization, whether or not such sources are subject to legal, contractual, or technical restrictions. It is not intended to enable access to content requiring login credentials, session tokens, authentication cookies, paywall circumvention, private portals, or other unauthorized access mechanisms. Where the Service includes Embedded Connectivity Components, such components are operated solely by or on behalf of Company as part of the managed Service, and Customer may not direct or use them independently.

2.9 No legal advice

Customer acknowledges that: (a) information may be publicly available yet still be subject to contractual, statutory, regulatory, intellectual property, privacy, database, trade secret, consumer protection, computer misuse, or other legal restrictions; (b) the fact that the Service is technically capable of retrieving, processing, or delivering certain information does not mean that Customer is legally permitted to access, collect, receive, store, transfer, analyze, commercialize, or otherwise use such information; and (c) Company does not provide Customer with legal advice, legal approval, or legal assurance regarding any source, jurisdiction, category of data, or intended use.

3. Use Restrictions

3.1 Prohibited conduct

Customer and its Users shall not:

3.2 Irreparable harm

Any improper use of the Service will result in irreparable harm to Company for which monetary damages would be inadequate.

3.3 Monitoring and audits

Company has no obligation to monitor Customer's compliance with these Terms but may elect to do so. Customer will contribute to audits and information requests required for monitoring such use and for reviewing Customer's monthly fee payment requirements. Company may suspend the Service upon notice and good-faith discussion with Customer if Company reasonably believes Customer is in violation of these Terms in a manner detrimental to Company or to the proper operation of the Service. Without limiting the foregoing, Company may monitor usage patterns, maintain and review logs, usage metrics, source information, account activity, and support interactions, and may require Customer to provide reasonable information regarding its use cases, source categories, jurisdictions, compliance measures, and intended downstream uses, where Company reasonably believes such information is necessary to assess legal, regulatory, contractual, operational, or security risk. Information provided by Customer in response to such an inquiry is treated as Customer's Confidential Information under these Terms. Company may impose technical restrictions, source restrictions, rate limitations, use-case limitations, account restrictions, stream suspensions, or other safeguards where Company reasonably considers them necessary for legal, regulatory, contractual, ethical, operational, or security reasons. Failure to cooperate with a reasonable compliance inquiry constitutes a material breach of these Terms.

3.4 No unlawful use

Customer may not use the Service for any activity that constitutes, or encourages conduct that would constitute, a criminal offense, give rise to civil liability, or otherwise violate any applicable law.

4. Payment Terms & Fees

4.1 Fees

For paid Subscription Plans, Customer will pay the subscription fees specified in the applicable Order Form or Subscription Plan (the "Fee(s)") according to the payment terms specified therein, in consideration for Customer's access to and use of the Service. The applicable commercial terms may provide for monthly billing, annual billing, a minimum monthly spend, usage-based billing, or a combination of the foregoing. Fees are non-refundable and are exclusive of any excise, sales tax, VAT, withholding tax, or other governmental or transaction charges, which Customer shall bear. Company may, but is under no obligation to, offer a free Subscription Plan with limited features at no cost, the scope and terms of which are determined by Company in its sole discretion. Company may discontinue a free Subscription Plan at any time, at no liability to Customer, subject to reasonable prior notice.

4.2 Payment and late fees

You must pay all invoices and charges made through the applicable payment method in accordance with the stated payment terms, regardless of whether you actually used the Service, except for any amount that is the subject of a good-faith dispute, in which case you will pay the undisputed portion and may withhold the disputed portion until the dispute is resolved, paying it immediately upon resolution. Late payments bear interest at 0.75% per month or any part of a month. Company may suspend access to the Service if any charge is declined, delayed, reversed, charged back, or remains unpaid after the applicable due date.

4.3 Online billing

Company may allow Customer to upgrade its Subscription Plan through an online checkout flow and pay through an online payment method. In that case, Customer authorizes Company and its payment processors to charge all Fees, renewals, overages, and other undisputed amounts due using the selected payment method. Customer shall keep its billing information complete, accurate, and current.

4.4 Minimum monthly spend

If your Subscription Plan includes a minimum monthly spend, that minimum applies regardless of Customer's or its Users' actual usage of the Service during the applicable month.

5. Intellectual Property

5.1 Bringits IP

All rights, title, and interest in the Service and all Bringits Technology, including any related IP rights, are the sole property of Bringits. The Service is a proprietary offering of Bringits, protected under copyright laws, international copyright treaties, patent law, trade secret law, and other intellectual property rights of general applicability. The Service is offered to Customer for use and access only in accordance with these Terms and is not sold or licensed in any other way. All rights in and to the Service or Bringits Technology not expressly granted to Customer in these Terms are reserved by Bringits. Except for Customer's limited right to access and use the Service and the Output Data according to these Terms, these Terms do not grant or assign to Customer any other license, right, title, or interest in or to the Service or Bringits Technology, or the intellectual property rights associated with them.

5.2 Output Data

Customer owns all right, title, and interest in the Output Data. By using the Service, Customer grants Company and its third-party service providers a license to use Output Data for the proper performance of the Agreement. Output Data explicitly excludes Service Data. Customer acknowledges that, to the extent any Output Data reflects, incorporates, or is derived from third-party content, data, rights, or restrictions, Customer's use of it remains subject to applicable law, third-party rights, and any applicable contractual or legal restrictions. Company does not represent or warrant that any Output Data is free of such restrictions.

5.3 Service Data

Customer may provide Company with Service Data about the Service's experience of use, including information pertaining to bugs, errors, suspicious files, and malfunctions of the Service, performance, compatibility, and interoperability, and information or content concerning enhancements, changes, or additions to the Service that Customer requests, desires, or suggests. Customer grants Company a non-exclusive, worldwide, royalty-free license to use Service Data solely to operate, maintain, support, secure, and improve the Service. Company may use Service Data only in aggregated and de-identified form, for any purpose Company deems appropriate, provided that such use does not identify Customer or its Users.

5.4 Open source software

The Service uses or includes open source software components listed within the Service's documentation ("OSS"). To the extent stipulated by the license governing each OSS (an "OSS License"), each such OSS is subject to its respective OSS License, not these Terms, and is licensed to you directly by its respective licensor, not sublicensed by us. If an OSS License requires that these Terms effectively impose, or incorporate by reference, certain disclaimers, provisions, prohibitions, or restrictions, those are deemed incorporated into these Terms as required, and supersede any conflicting provision of these Terms solely with respect to the corresponding OSS.

5.5 Feedback

Customer may provide Company with feedback, including information pertaining to bugs, errors, and malfunctions of the Service, performance, content, accuracy, compatibility, and interoperability, and information or content concerning enhancements, changes, or additions to the Service that Customer requests, desires, or suggests. Customer hereby assigns, without charge, all right, title, and interest in and to that feedback to Company, including the right to make commercial use of it, for any purpose Company deems appropriate.

5.6 Use of Customer name

By using the Service, you authorize us to identify your organization as a customer of Company and a user of the Service on our website and in other online or offline marketing materials and press releases. Unless you inform us otherwise in writing, by using the Service you grant us a worldwide, non-exclusive, non-transferable, royalty-free license to use your organization's name, logo, and website URL for that purpose.

6. Confidentiality

6.1 Definition

"Confidential Information" means any and all information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial, or other proprietary or confidential information of the Disclosing Party, formulas, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, formulations, processes, specifications and techniques, prototypes, samples, analyses, computer programs, trade secrets, methodologies, non-published patent applications, and any other data or information, as well as improvements and know-how related thereto.

6.2 Obligations

Each party will, and will cause its personnel and agents to: (a) not disclose the other party's Confidential Information to any third party; (b) not use the other party's Confidential Information for any purpose other than to perform its obligations or exercise its rights under these Terms; and (c) protect the confidentiality of the other party's Confidential Information with at least reasonable care, in the same manner it protects its own confidential information of like kind. Each party may disclose the other party's Confidential Information to personnel and agents (including Users) who have a need to know it to perform obligations or exercise rights under these Terms, provided those personnel or agents have been advised of the confidential nature of the information and have written confidentiality obligations to the Receiving Party.

6.3 Exceptions

The obligations in this Section do not apply to information that: (i) is or becomes generally available in the public domain through no fault of the Receiving Party; (ii) the Receiving Party can demonstrate it rightfully had in its possession prior to disclosure; (iii) the Receiving Party can demonstrate it rightfully obtained from a third party entitled to disclose it; (iv) the Disclosing Party has approved for disclosure in writing; or (v) the Receiving Party is required to disclose pursuant to a binding order or request by a court or other governmental authority, or a binding provision of applicable law, provided that, where permissible, the Receiving Party gives the Disclosing Party notice of the requested disclosure as soon as practicable so it may seek a protective order.

7. Data and Privacy

7.1 Data protection laws

Within the scope of these Terms, to the extent that the Service involves the processing of individuals' personal data, the provision of the Service is also governed by applicable data protection laws and by Bringits's Data Processing Addendum.

7.2 Customer's responsibility for personal data

Customer acknowledges that the Service may enable the retrieval, processing, structuring, or delivery of information that constitutes personal data or personal information under applicable law, even where that information is publicly available. Customer is solely responsible for determining whether any information processed through the Service constitutes personal data under applicable law and for ensuring a valid legal basis and full compliance with all privacy and data protection laws applicable to Customer's activities.

7.3 No back-up service

The Service does not provide, and is not intended as, a data back-up service. Customer is responsible for maintaining back-up copies of its data.

7.4 Underlying technology

Company reserves the right, at its sole discretion, to utilize, substitute, or modify different technologies, methodologies, or systems from time to time. Such use, substitution, or modification does not affect the validity, enforceability, or performance of these Terms.

7.5 Third-party services

Customer may choose to engage third-party service providers separately selected by Customer. If Customer chooses to use and link third-party services, or grants permission to third-party services to access Customer's infrastructure, Customer acknowledges it is fully and solely responsible for all acts or omissions and assumes all risk arising from the use of such third-party services. Company does not warrant, control, endorse, approve, support, or adopt any such third-party service. The Service itself may incorporate Embedded Connectivity Components or other third-party components selected by Company for the purpose of operating, delivering, or improving the Service. Such third-party components are engaged by Company as part of the Service, do not create any contractual relationship between Customer and the relevant provider, and do not give Customer any right to identify, contact, access, or use such provider or component directly. Other than as expressly stated in these Terms, Company makes no warranties or representations, express or implied, regarding any third-party services, and is not responsible for their availability, operation, support, or legitimacy.

7.6 Customer's privacy obligations

Customer is solely responsible for all privacy-related obligations relating to its use of the Service and any Output Data, including transparency, lawful basis, purpose limitation, minimization, retention, security, data subject rights, international transfers, processor/controller qualification, and contractual arrangements, as applicable. Company may offer filtering, masking, minimization, or exclusion features, but Customer remains solely responsible for configuring and using such features appropriately and lawfully.

7.7 AI-generated output

Customer agrees that artificial intelligence and machine learning are rapidly advancing fields and, due to the probabilistic nature of machine learning, Output Data generated by the Service may not always accurately represent real people, places, or facts. Customer acknowledges and agrees that:

8. Term and Termination

8.1 Term

These Terms will be in effect for the period specified in the applicable Order Form or Subscription Plan and will renew automatically for subsequent terms of the same duration, or as otherwise specified in the applicable Order Form (the "Term"), unless terminated earlier pursuant to this Section or a party gives notice of non-renewal at least thirty (30) days before the end of the applicable period.

8.2 Termination for cause

Notwithstanding the above, either party may terminate these Terms:

8.3 Termination or suspension by Company

In addition to the foregoing, Company may suspend or terminate these Terms, any account, any stream, any API access, or access to any source or category of sources, immediately upon notice, if Company reasonably determines that: (a) Customer has breached these Terms; (b) Customer's use of the Service may violate applicable law, third-party rights, or source terms; (c) Customer's use creates legal, regulatory, operational, reputational, commercial, or security risk for Company or its affiliates; (d) Customer has failed to pay any amount when due, or a payment method is declined, reversed, or charged back; or (e) Customer has failed to cooperate with a reasonable compliance inquiry by Company.

Any breach of Sections 2.4, 2.8, 2.9, 3, 7, 9.2, 9.7, or 10 is deemed a material breach for purposes of these Terms.

8.4 Effect of termination

8.5 Survival

Sections in these Terms that by their purpose or nature should survive termination of these Terms will so survive.

9. Warranties, Disclaimers & Limitation of Liability

9.1 Mutual representations

Each party represents and warrants that it has full right, power, and authority to agree to these Terms and to perform its obligations under them, and that doing so does not conflict with or breach any other agreement of that party or any judgment, order, or decree by which it is bound. Each party shall use the Service only for lawful purposes and in accordance with these Terms, and will comply with all applicable laws and regulations in its performance and use under these Terms; in the event of a failure to comply, the other party may suspend performance or terminate these Terms. Customer represents and warrants that it is solely responsible for determining whether its intended access to, collection of, receipt of, storage of, export of, transfer of, processing of, reliance on, commercialization of, or other use of the Service or any Output Data is lawful in each relevant jurisdiction and with respect to each relevant source, and for obtaining all rights, permissions, notices, disclosures, legal bases, authorizations, and consents required for such use.

9.2 Customer's compliance warranty

Customer represents and warrants that: (a) its use of the Service will (i) comply with any applicable law or regulation, (ii) not cause a breach of any agreement with, or rights of, any third party, and (iii) not unreasonably interfere with services offered to third parties; and (b) it will use the Service strictly in accordance with these Terms and other written instructions (e.g. product documentation, release notes) provided by Company. In the event of any breach of the foregoing, in addition to any other remedies available at law or in equity, Company may immediately suspend the Service to prevent harm to Company or its business. Where practicable, Company will provide notice and an opportunity to cure, and will use reasonable efforts to promptly restore the Service once cured.

9.3 Service operation

Company will endeavor to have the Service operate properly during the Term. However, as the Service may rely on software, infrastructure, servers, and networks outside of its control, it cannot guarantee that the Service will operate in an uninterrupted or error-free manner, or that it will always be available or free from errors, omissions, or malfunctions.

9.4 Failures and maintenance

If Company becomes aware of a failure or malfunction, it will attempt to restore the Service's availability as soon as practicable; such incidents are not considered a breach of these Terms. The Service may also be temporarily unavailable for scheduled or unscheduled maintenance, whether by Company or a third-party provider, or due to other causes beyond Company's reasonable control. Company will provide advance notice by email of any scheduled Service disruption.

9.5 Changes to the Service

Company may, at any time and without prior notice, change the layout, design, scope, features, or availability of the Service. Such changes, by their nature, may cause inconvenience or malfunctions, and Company disclaims any liability with respect to malfunctions or failures resulting from them. Company may also permanently or temporarily discontinue the Service, with reasonable prior notice.

9.6 Disclaimer of warranties

Except for the express warranties set forth in this Section 9, all Bringits products and services provided hereunder are provided solely on an "as is" basis. Company does not make, and hereby expressly disclaims, any and all other express and implied warranties, including all implied warranties of merchantability, quality, performance, fitness for a particular purpose, non-infringement, title, or arising from course of dealing, usage, or trade practice, in connection with these Terms or the Service. Company does not warrant that the Service will be uninterrupted, error-free, or completely secure. Without limiting the foregoing, Company does not warrant that the Service or any Output Data is lawful to access, download, receive, store, transfer, analyze, commercialize, or otherwise use under any particular local law, source term, or use case, and does not warrant that use of the Service (including any Embedded Connectivity Component) or any Output Data will not result in claims, demands, investigations, or disputes by third parties or regulators.

9.7 Customer's sole responsibility for legal compliance

Customer shall bear the sole and exclusive responsibility for complying with all applicable laws regarding its use of the Service, including laws and regulations regarding the protection of intellectual property with regard to data collected for Customer or its Users, or personal information processed via or in connection with the Service. Company assumes no responsibility for any claim arising out of or in connection with Customer's use of the Service or any data collected in violation of applicable law. Without limiting the generality of the foregoing, Customer assumes sole responsibility for compliance with any applicable source terms, anti-circumvention laws, computer misuse laws, privacy and data protection laws, database rights, trade secret laws, copyright laws, and other local law restrictions applicable to Customer's use of the Service or any Output Data.

9.8 Limitation of liability

To the maximum extent permitted by applicable law, and except in the event of intentional misconduct or breach of Company's confidentiality obligations, Company, including its employees, directors, officers, shareholders, advisors, and anyone acting on its behalf, will not be liable for any indirect, incidental, consequential, special, statutory, or punitive damages, losses (including loss of profit, loss of business or business opportunities, and loss of data), costs, expenses, and payments, whether in tort, contract, or any other theory of liability (including negligence), arising from or in connection with these Terms, any use of, or inability to use, the Service or the Output Data, any reliance on the Output Data, or any error, incompleteness, incorrectness, or inaccuracy of the Service or the Output Data.

9.9 Liability cap

To the maximum extent permitted by applicable law, and except in the event of intentional misconduct or breach of confidentiality obligations, the total and aggregate liability of Company (including its employees, directors, officers, shareholders, advisors, and anyone acting on its behalf) for direct damages arising out of or related to these Terms, the Service, or Customer's data is limited to the fees payable to Company for the Service in the twelve (12) months preceding the event giving rise to the claim.

10. Indemnification

10.1 Customer's indemnification obligations

Customer shall defend, indemnify, and hold harmless Company and its directors, officers, employees, and subcontractors ("Company Indemnitee"), upon Company's request and at Customer's expense, from and against any damages, liabilities, losses, costs, expenses, and payments, including reasonable attorneys' fees and legal expenses, arising from any third-party complaint, claim, suit, action, arbitration, or proceeding brought against a Company Indemnitee relating to: (a) a breach or alleged breach by Customer of any of its representations, warranties, covenants, or obligations hereunder; (b) infringement or misappropriation of any intellectual property rights by Customer; (c) any negligence or willful misconduct of Customer or its Users or other representatives; or (d) any claims in connection with the Output Data.

Without limiting the foregoing, Customer's indemnification obligations include any claim, action, demand, complaint, suit, proceeding, or investigation arising out of or relating to: (i) Customer's or any User's access to, use of, misuse of, reliance on, or downstream exploitation of the Service or any Output Data; (ii) Customer's breach of any source terms, access restrictions, or acceptable use requirements applicable to Customer or Customer's conduct; (iii) any allegation that Customer's conduct induced, encouraged, facilitated, or contributed to another person's breach of contract or wrongful conduct; (iv) any allegation relating to anti-circumvention laws, computer misuse laws, unauthorized access laws, privacy laws, consumer laws, database rights, copyright, trade secret, unfair competition, or similar laws in connection with Customer's use of the Service or any Output Data; (v) Customer's collection, processing, storage, transfer, analysis, publication, commercialization, or other use of any personal data or sensitive data; (vi) any product, service, model, publication, analysis, decision, scoring, profiling, workflow, or output created, offered, trained, supported, or used by Customer based on or using the Service or any Output Data; and (vii) Customer's violation of any third-party right.

10.2 Indemnification procedure

If Company seeks indemnification from Customer, it will provide Customer with (i) prompt written notice of any indemnifiable claim, provided that a delay in giving notice does not relieve Customer of its obligations except to the extent it is materially prejudiced by the delay; (ii) reasonable assistance and cooperation in the defense of the claim and any related settlement negotiations, at Customer's expense; and (iii) exclusive control over the defense or settlement of the claim, provided that Company may not settle or compromise any claim in a manner that imposes liability, an admission of fault, a monetary obligation, or a non-monetary restriction or obligation on Customer without Customer's prior written consent, not to be unreasonably withheld, conditioned, or delayed. Company may participate, at its own expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of its own selection.

10.3 Company's right to participate

Company may participate in the defense with counsel of its choosing at Customer's expense, or assume control of the defense at Customer's expense, where Company reasonably determines that its interests require separate representation. Customer shall not settle any claim in a manner that imposes liability, an admission, a restriction, or an obligation on any Company Indemnitee without Company's prior written consent.

11. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Israel, without reference to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of Tel Aviv, Israel. Notices under these Terms must be given in writing, by prepaid mail, email, receipted courier service, or hand delivery, to legal@bringits.com for notices to Company, and to the email address on file for Customer's account for notices to Customer.

12. Miscellaneous

12.1 Assignment

Customer may not assign these Terms without Company's prior written consent; any purported assignment without that consent is void. To the greatest extent permissible by law, Company may assign these Terms in their entirety, including all rights, duties, liabilities, performances, and obligations, upon notice to Customer and without Customer's further consent, to a third party in connection with a merger, acquisition, change of control, or the sale of all or substantially all of Company's equity or assets. Upon such assignment, the assignee assumes Company's position, including all rights, duties, liabilities, performances, and obligations hereunder, and Company is released from them.

12.2 Relationship of the parties

The relationship between the parties is strictly that of independent contractors, and neither party is an agent, partner, joint venturer, or employee of the other.

12.3 Subcontracting

Company may subcontract or delegate the performance of its obligations under these Terms, or the provision of the Service (or any part of it), to any third party of its choosing, provided that it remains liable to Customer for the performance of its obligations under these Terms.

12.4 Complete terms and severability

These Terms constitute the entire and complete agreement between the parties concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations, and representations on that subject matter. If any provision of these Terms is held invalid or unenforceable, it will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the parties' original intentions, and the remaining provisions will remain in full force and effect. We may update these Terms from time to time. We will post any change to these Terms on our Service a reasonable time before the effective date of the change, and will make efforts to proactively notify you by email of any material changes if we have your email address. Your continued use of the Service after the effective date of amended Terms constitutes your consent to the amended Terms.

12.5 No waiver

Neither party will, by mere lapse of time, without giving express notice, be deemed to have waived any breach by the other party of any term or provision of these Terms. A party's waiver of a breach will not be construed as a waiver of subsequent breaches or as a continuing waiver of that breach.