PrivacyPolicy

Customer Data

• Data relating to identifiable individuals (“ Personal Data ”), which we analyze, process and manage on our customers’ behalf, as part of the Sybill Meeting Intelligence services (“ Services ”). Specifically, this is data which is contained in call and video recordings, transcripts, e-mails and other communications and content, as well as data submitted by our customers (including by connecting their systems with the Services);.

• Sybill User Data : account, contact and activity data relating to individuals who use the Sybill platform, application, and other tools and features provided by us as part of the Services (collectively – “ Platform ”);

• Sybill Website, CRM & Prospect Data : data relating to our customers, visitors of our website ( www.sybill.ai ), participants at our events, and any other prospective customer or partner who visits or otherwise interacts with any of our websites, online ads and content, emails or communications under our control (“ Sites ”).

Specifically, this Privacy Policy describes our practices regarding –

• Data Collection & Processing

• Data Uses

• Data Location

• Data Retention

• Data Sharing

• Cookies and Tracking Technologies

• Communications

• Data Security

• Data Subject Rights

• Data Controller/Processor

• Additional Notice & Contact Details

By using the Services, you hereby warrant and represent that you have read, understand andagree to this Privacy Policy and the Terms of Service and that you are over 18 years of age.PLEASE DO NOT USE, INSTALL OR ACCESS THE SERVICES IF YOU DO NOT AGREE TOTHIS PRIVACY POLICY

Data Collection & Processing

(i) Customer Data: Our Services enable Sybill customers to record, transcribe, analyze andshare the contents of their sales communications, including phone calls, video conferences,email and other correspondences, as well as their CRM and customer contacts (collectively,“Customer Data”).

Customer Data typically contains data which relates to identifiable individuals, such as thecustomer’s sales representatives, prospects, and other parties either taking part in theircommunications or mentioned there

Sybill processes Customer Data, and the personal data contained in it, strictly on our customer’sbehalf, in accordance with their reasonable instructions

Accordingly, to the extent that the EU’s General Data Protection Regulation (GDPR), CaliforniaConsumer Privacy Act (CCPA), UK Data Protection Act (UKDPA) or any similar laws apply, ourcustomer will be deemed the ‘data controller’ (under the GDPR, UKDPA and similar laws) or‘business’ (under the CCPA or similar laws) of such Customer Data; and Sybill will be deemedthe ‘data processor’ or ‘service provider’ when processing such data

Sybill User Data: We collect and generate the following types of personal data concerningusers of our Platform

• user account information (e-mail address and, when applicable, hashed password);

• profile and contact information (name, title, team, company, e-mail and phone number,and additional information and media submitted by them, their teammates or theirorganization);

• Platform usage information (connectivity, technical and aggregated usage data, such asuser agent, IP addresses, device data (like type, OS, device id, browser version, localeand language settings used), activity logs, session recordings, and the cookies installedor utilized on their device; and

• Direct interactions and communications with us (including recordings and transcripts ofyour calls and emails with us, e.g. for user enablement, support and training purposes).

Whilst Sybill processes such Sybill User Data on its customers’ behalf (where it is included in Customer Data), we also use it for our own purposes, as described in Section 2 below. Accordingly, to the extent applicable – our customer will be deemed the ‘data controller’ or ‘business’ with respect to such data; Sybill will also be deemed an independent and separate ‘data controller’ or ‘business’ with respect to such data; and with respect to those portions or copies of Sybill User Data that we process on behalf of our customer – we will also be deemed a ‘data processor’ or ‘service provider’.

(iii) Sybill Website, CRM & Prospect Data: We collect and generate the following types of personal data concerning our website visitors, customers and prospects –

• Website usage information (connectivity, technical and aggregated usage data, such as user agent, IP addresses, device data (like type, OS, device id, browser version, locale and language settings used), activity logs, session recordings, and the cookies and pixels installed or utilized on their device;

• Customer account information (contact, contractual and billing details concerning our customers, which may also contain the details of their internal focal persons who directly engage with Sybill concerning their organizational account, e.g. the account administrators, billing contacts and authorized signatories on behalf of the customer; as well as the customer’s needs and preferences, as identified to us or recognized through our engagement with them);

• Information concerning our customers and prospects (contact and business details, our communications with such customers and prospects (correspondences, call and video recordings, and analyses thereof), as well as any needs, preferences, attributes and insights relevant to our potential engagement).

We collect such data either automatically, through the data subject’s interaction with us or with our website, Platform or Services; or through third party services, social media, analytics tools, events we organize or participate in, and other business initiatives.

Data Uses

Sybill processes Customer Data, and the personal data contained in it, strictly on our customer’s behalf, in accordance with their reasonable instructions.

We use other types of Personal Data (Sybill User Data and Sybill Website, CRM & Prospect Data) as necessary for the performance of our Services; to comply with our legal and contractual obligations; and to support our legitimate interests in maintaining and improving our Services, e.g. in understanding how our Services are used and how our campaigns are performing, and gaining insights which help us dedicate our resources and efforts more efficiently; in marketing, advertising and selling our Services; providing customer service and technical support; and protecting and securing our customers, users, visitors, prospects, ourselves and our Services.

If you reside or are using the Services in a territory governed by privacy laws under which “consent” is the only or most appropriate legal basis for the processing of Personal Data as described herein (in general, or specifically with respect to the types of Personal Data you expect or elect to process or have processed by or via the Services, e.g. ‘special categories’ under the GDPR), your acceptance of our Terms of Service and this Privacy Policy will be deemed as your consent to the processing of your Personal Data for all purposes detailed in this Policy. If you wish to revoke such consent, please contact us at privacy@sybill.ai.

We do not sell your personal information for the intents and purposes of the California Consumer Privacy Act (CCPA).Specifically, we use Sybill User Data and Sybill Website, CRM & Prospect Data for the following purposes:

• To facilitate, operate, and provide our Services;

• To train our expression recognition engine, speech-to-text engine and improve our machine learning and data analytics models;

• To train our customer and user-facing staff;

• To authenticate the identity of our users, and to allow them access to our Services;

• To provide our customers and users with assistance and support;

• To gain a better understanding on how individuals use and interact with our Sites and Services, and how we could improve their and others’ user experience, and continue improving our products, offerings and the overall performance of our Services;

• To facilitate and optimize our marketing campaigns, ad management and sales operations, and to manage and deliver advertisements for our products and services more effectively, including on other websites and applications. Such activities allow us to highlight the benefits of using our Services, and thereby increase your engagement and overall satisfaction with our Services. This includes contextual, behavioral and interests-based advertising based on your activity, preferences or other data available to us or to our business partners;

• To contact our customers, users and prospects with general or personalized service-related messages, as well as promotional messages that may be of specific interest to them (as further described in Section 7 below);

• To facilitate, sponsor and offer certain events, contests and promotions;

• To support and enhance our data security measures, including for the purposes of preventing and mitigating the risks of fraud, error or any illegal or prohibited activity;

• To create aggregated statistical data, inferred non-personal data, or anonymized or pseudonymized data (rendered non-personal and non-identifiable), which we or our business partners may use to provide and improve our respective services, or for any other purpose; and

• To comply with applicable laws and regulations.

Data Location

We and our authorized Service Providers (defined below) maintain, store and process Personal Data in the United States of America and other locations, as reasonably necessary for the proper performance and delivery of our Services, or as may be required by law.

While privacy laws may vary between jurisdictions, Sybill and its affiliates and Service Providers are each committed to protect Personal Data in accordance with this Privacy Policy and customary industry standards, regardless of any lesser legal requirements that may apply in their jurisdiction. Among others, we have ensured that all transfers of Personal Data which originates from the EEA and made at our direction or control are based on appropriate data transfer mechanisms as established under the GDPR.

Data Retention

We retain Customer Data strictly on our customer’s behalf, in accordance with their reasonable instructions.

We retain Sybill User Data and Sybill Website, CRM & Prospect Data for as long as it is reasonably necessary in order to maintain and expand our relationship and provide you with our Services and offerings; in order to comply with our legal and contractual obligations; or to protect ourselves from any potential disputes (i.e. as required by laws applicable to log-keeping, records and bookkeeping, and in order to have proof and evidence concerning our relationship, should any legal issues arise following your discontinuance of use), all in accordance with our data retention policy.

Please note that except as required by applicable law or our specific agreements with you, we will not be obligated to retain your Personal Data for any particular period, and we are free to securely delete it or restrict access to it for any reason and at any time, with or without notice to you. If you have any questions about our data retention policy, please contact us by e-mail at privacy@sybill.ai.

Data Sharing

Legal Compliance: In exceptional circumstances, we may disclose or allow government and law enforcement officials access to your Personal Data, in response to a subpoena, search warrant or court order (or similar requirement), or in compliance with applicable laws and regulations. Such disclosure or access may occur if we believe in good faith that: (a) we are legally compelled to do so; (b) disclosure is appropriate in connection with efforts to investigate, prevent, or take action regarding actual or suspected illegal activity, fraud, or other wrongdoing; or (c) such disclosure is required to protect our legitimate business interests, including the security or integrity of our products and services.

Service Providers: We may engage selected third party companies and individuals to perform services complementary to our own. Such service providers include hosting and server co-location services, communications and content delivery networks (CDNs), speech-to-text services, expression analytics, data and cyber security services, billing and payment processing services, fraud detection and prevention services, web analytics, e-mail distribution and monitoring services, session or activity recording services, remote access services, performance measurement, data optimization and marketing services, social and advertising networks, content providers, e-mail, voicemails, support and customer relation management systems, and our legal, financial and compliance advisors (collectively, “Service Providers“).

Our Service Providers shall each be deemed as a ‘data processor’ or ‘service provider’ in circumstances where Sybill assumes the role of ‘data controller’; and where Sybill acts as the ‘data processor’ or ‘service provider’ for our customer, the Service Provider shall be deemed as our ‘sub-processor’ or ‘service provider’ (as further described in Section 10 below).

Accordingly, these Service Providers may have access to Sybill User Data and Website, CRM & Prospect Data; and if we have expressly listed them in our Sub-Processor List, they may also have access to Customer Data — all depending on each of their specific roles and purposes in facilitating and enhancing our Services, and may only use it for such limited purposes as determined in our agreements with them.

When our Service Providers contact you in order to offer or promote our Services, they may additionally interest you in their own services. Should you decide to engage in such activities with the Service Provider, please note that such engagement is beyond the scope of Sybill’s Terms and Privacy Policy and will therefore be covered by our Service Provider’s Terms and Privacy Policy.

Third Party Websites and Services: Our Sites and Platform may include links to third party websites, and integrations with third party services. Such websites and third party services, and any information you process, submit, transmit or otherwise use with such websites and third party services, are governed by such third party’s terms and privacy practices and policies, and not by this Privacy Policy. We encourage you to carefully read the terms and privacy policies of such website and third party services.

Sharing Personal Data with our Customers and other Users: Customer Data is typically shared and is available to the users belonging to such customer’s account. Sybill User Data is shared with the administrator of the customer’s account to which such user belongs (including data and communications concerning such user’s account). In such cases, sharing such data means that the administrator(s) or other users of the same account may access it on behalf of the customer, and will be able to monitor, process and analyze the Personal Data contained therein. This includes instances where you may contact us for help in resolving an issue specific to a team of which you are a member (and which is managed by the same customer).

Please note that Sybill is not responsible for and does not control any further disclosure, use or monitoring by or on behalf of the customer, that itself acts as the ‘data controller’ of such data (as further described in Section 10 below).

Protecting Rights and Safety: We may share Personal Data with others if we believe in good faith that this will help protect the rights, property or personal safety of Sybill, any of our users or customers, or any members of the general public.

Sybill Subsidiaries and Affiliated Companies: We may share Personal Data internally within our group, for the purposes described in this Privacy Policy. In addition, should Sybill or any of its subsidiaries or affiliates undergo any change in control or ownership, including by means of merger, acquisition or purchase of substantially all or part of its assets, Personal Data may be shared with or transferred to the parties involved in such an event. If we believe that such change in control might materially affect your Customer Data or Personal Data then stored with us, we will notify you of this event and the choices you may have via e-mail or prominent notice on our Services.

For the avoidance of doubt, Sybill may share Sybill User Data, Website, CRM & Prospect Data in additional manners, pursuant to your explicit approval, or if we are legally obligated to do so, or if we have successfully rendered such data non-personal, non-identifiable and anonymous. We may transfer, share or otherwise use non-personal and non-identifiable data at our sole discretion and without the need for further approval.

Cookies and Tracking Technologies

We and our Service Providers use cookies and other technologies for performance, tracking, analytics and personalization purposes. We may share non-identifiable / aggregated extracts of such information with our partners for our legitimate business purposes.

Cookies are packets of information sent to your web browser and then sent back by the browser each time it accesses the server that sent the cookie. Some cookies are removed when you close your browser session. These are the “Session Cookies”. Some last for longer periods and are called “Persistent Cookies”.

We use both types.We use Persistent Cookies to remember your log-in details and make it easier for you to log-in the next time you access the Platform. We may use this type of cookies and Session Cookies for additional purposes, to facilitate the use of the Services’ features and tools.

Whilst we do not change our practices in response to a “Do Not Track” signal in the HTTP header from a browser or mobile application, you can manage your cookies preferences, including whether or not to accept them and how to remove them, through your browser settings. Please bear in mind that disabling cookies may complicate or even prevent you from using the Services.

We also use analytics tools, including Google Analytics, Mixpanel and Mouseflow. These tools help us understand users’ behavior on our Sites and Platform, including by tracking page content, and click/touch, movements, scrolls and keystroke activities.

Further information about the privacy practices of our analytics service providers is available at: www.google.com/policies/privacy/partners/; https://mixpanel.com/terms/ and https://mouseflow.com/terms/.

Further information about your option to opt-out of these analytics services is available at: https://tools.google.com/dlpage/gaoptout; https://mixpanel.com/optout; and https://mouseflow.com/opt-out/.

Please note that if you get a new computer, install a new browser, erase or otherwise alter your browser’s cookie file (including upgrading certain browsers), you may also clear the opt-out cookies installed once you opt-out, so an additional opt-out will be necessary to prevent additional tracking.

Communications

We engage in service and promotional communications, through e-mail, phone, SMS and notifications

Service Communications: We may contact you with important information regarding our Services. For example, we may send you notifications (through any of the means available to us) of changes or updates to our Services, billing issues, service changes, log-in attempts or password reset notices, etc. Our customers, and other users on the same customer account, may also send you notifications, messages and other updates regarding their or your use of the Services. Such notifications and messages may also be sent by them to their own customers (for example, invites, recordings or meeting summaries created through our Services). You can typically control your communications and notifications settings from your Sybill User profile settings, or otherwise in accordance with the instructions included in the communications sent to you. Please note that you will not be able to opt-out of receiving certain service communications which are integral to your use (like password resets or billing notices).

Promotional Communications: We may also notify you about new features, additional offerings, events, special opportunities or any other information we think you will find valuable, as our customer, user or prospect. We may provide such notices through any of the contact means available to us (e.g. phone, mobile or e-mail), through the Services, Platform or Sites, or through our marketing campaigns on any other sites or platforms.

If you do not wish to receive such promotional communications, you may notify Sybill at any time by sending an e-mail to: privacy@sybill.ai, changing your communications preferences in your User Profile settings, or by following the “unsubscribe”, “stop”, “opt-out” or “change e-mail preferences” instructions contained in the promotional communications you receive.

Data Security

We and our hosting services implement systems, applications and procedures to secure your personal data, to minimize the risks of theft, damage, loss of information, or unauthorized access or use of information.

These measures provide sound industry standard security. However, although we make efforts to protect your privacy, we cannot guarantee that our Sites, Platform or Services will be immune from any wrongdoings, malfunctions, unlawful interceptions or access, or other kinds of abuse and misuse.

Data Subject Rights

Individuals have the right to access, delete or transfer their Personal Data that we have collected and retained. To exercise these rights, individuals may contact us at privacy@sybill.ai. We will respond to all data access, deletion, and transfer requests in a timely manner, and we will take all necessary steps to comply with the request, subject to any legal or contractual obligations that may limit our ability to do so. If you are a customer of ours, we may require further information or clarification to verify your identity and to ensure that we are responding to the correct person. In order to help us comply with your request, please provide as much information as you can about the specific data you are seeking and the context in which it was provided.

In addition, we will provide customers with a mechanism to access, delete or transfer their Personal Data through our platform, if this is feasible from a technical and operational standpoint. If it is not feasible, we will provide individuals with an explanation for the same.
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Please note that when you ask us to exercise any of your rights under this policy or applicable law, we may need to ask you to provide us certain credentials to make sure that you are who you claim you are, to avoid disclosure to you of personal information related to others and to ask you to provide further information to better understand the nature and scope of data that you request to access. Such additional data will be then retained by us for legal purposes (e.g. as proof of the identity of the person submitting the request), in accordance with Section 4 above.

We may redact from the data which we will make available to you, any personal data related to others.

If you would like to make any requests or queries regarding Personal Data that we process on our customer’s behalf, please contact the administrator of such customer’s account directly. For example, if you are our customer’s customer or prospect, or if you are a user of Sybill on behalf of our customer, and wish to access, correct, or delete data processed by Sybill on behalf of our customer, please direct your request to the relevant customer (who is the “data controller” of such data – see Section 10 below). Note that if you do contact us, we may share your communications with our customer and its account users; and that we may also share the contact details of the account administrator with individuals who sent us such a request or query relating to this account.

Data Controller

Data Controller/Processor Certain data protection laws and regulations, such as the GDPR or the CCPA, typically distinguish between two main roles for parties processing Personal Data: the “data controller” (or under the CCPA, “business”), who determines the purposes and means of processing; and the “data processor” (or under the CCPA, “service provider”), who processes the data on behalf of the data controller (or business). Below we explain how these roles apply to our Services, to the extent that such laws and regulations apply.

Sybill is the “data controller” of Sybill Website, CRM & Prospect Data. With respect to such data, we assume the responsibilities of the data controller (solely to the extent applicable under law), as set forth in this Privacy Policy. In such instances, our Service Providers processing such data will assume the role of “data processor”.

Sybill is the “data processor” of Customer Data, which we process on behalf of our customer (who is the “data controller” of such data; and our Service Providers who process such Customer Data on our behalf are the “sub-processors” of such data.

Sybill is both a “data controller” and “data processor” of Sybill User Data. Such data is processed by Sybill for its own purposes (as described in Section 2 above), as an independent ‘controller’; whilst those certain portions of it which are included in Customer Data will be processed by us on our customer’s behalf, as a ‘processor’.

Accordingly, Sybill processes Customer Data strictly in accordance with such customer’s reasonable instructions and as further stipulated in our Data Processing Addendum and other commercial agreements with such customer. The customer, as controller of such data, will be responsible for meeting any legal requirements applicable to data controllers (such as establishing a legal basis for processing and responding to Data Subject Rights requests concerning the data they control).

For the avoidance of doubt, each customer is solely responsible for providing adequate notice to their account users and customers whose data may be contained in Customer Data – including sufficient reference to the processing of their Personal Data via the Services, and any other information necessary to comply with all applicable privacy and data protection laws; and to obtain all approvals and consents from such individuals as required under such laws

Additional Notices

Updates and Amendments: We may update and amend this Privacy Policy from time to time by posting an amended version of our Services. The amended version will be effective as of the date it is published. We will provide prior notice if we believe any substantial changes are involved via any of the communication means available to us or via the Sites, Platform and/or Services. After such notice period, all amendments shall be deemed accepted by you.

External Links: While our Sites, Platform and/or Services may contain links to other websites or services, we are not responsible for their privacy practices. We encourage you to pay attention when you leave our Sites, Platform and/or Services for the website or application of such third parties, and to read the privacy policies of each and every website and service you visit. This Privacy Policy applies only to our Sites, Platform and/or Services.

Our Services are not designed to attract children under the age of 16: We do not knowingly collect Personal Data from children and do not wish to do so. If we learn that a person under the age of 16 is using the Sites, Platform and/or Services, we will attempt to prohibit and block such use and will make our best efforts to promptly delete any Personal Data stored with us with regard to such child. If you believe that we might have any such data, please contact us by e-mail at privacy@sybill.ai.

Data Protection Officer: Sybill has appointed Mr. Gorish Aggarwal as our Data Protection Officer, for monitoring and advising on Sybill’s ongoing privacy compliance and serving as a point of contact on privacy matters for data subjects and supervisory authorities. If you have any comments or questions regarding our Privacy Policy, if you have any concerns regarding your Privacy, or if you wish to make a complaint about how your personal data is being processed by Sybill, you can contact privacy@sybill.ai.

Questions, concerns or complaints: If you have any comments or questions regarding our Privacy Policy, or if you have any concerns regarding your Personal Data held with us, please contact Sybill’s support at info@sybill.ai. If you are a GDPR-protected individual, you also have the right to lodge a complaint with an EU supervisory authority.

7.5 In the event of a termination due to uncured breach by Sybill pursuant to Section 11.2, Sybill will refund the remaining Subscription Fees until the end of the Subscription Term.

Warranty Disclaimer

Each party represents and warrants to the other that this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE, AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. SYBILL HEREBY DISCLAIMS (ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

Indemnification

13.1 Sybill will defend, hold harmless and indemnify you, your officers, directors, employees, agents and affiliates from and against any damages, liabilities, losses, claims, and expenses, including, without limitation, reasonable attorneys’ fees, payable to a third party in connection with any claim or action by a third party that is not an entity legally related to you alleging that the Service infringes or misappropriate the intellectual property rights of such third party; provided that Sybill is notified promptly in writing of the action, and Sybill is given the option, at its expense, to have sole control of the action and all requested reasonable assistance to defend the same. However, Sybill shall have no obligation for any claim of infringement to the extent the claim arises from (i) modifications to the Service created by you or your representatives (if the claim would not have arisen but for such modification); (ii) combination or use of the Service with other materials not provided, directed or created by Sybill (if the claim would not have arisen but for such combination or use); (iii) Sybill compliance with a your requirement, specification or design if the implementations of that requirement, specification or design are the basis of the claim; (iv) your use of the Service that is not in accordance with this Agreement and/or the documentation for the Service; or (v) your negligence or willful misconduct. Notwithstanding anything to the contrary, the above indemnification obligation represents Sybill’s entire liability and your sole remedy with respect to violation of third-party intellectual property rights relating to the Service

13.2 You shall defend, hold harmless and indemnify Sybill from and against any damages, liabilities, losses, claims, and expenses, including, without limitation, reasonable attorneys’ fees, payable to a third party in connection with any claim or action by a third party that is not an entity legally related to Sybill arising from an alleged violation of the restrictions set forth in Sections 3.2 and 3.3; provided that your are notified promptly in writing of the action, and you are given the option, at your expense, to have sole control of the action and all requested reasonable assistance to defend the same.

Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, (i) UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE; AND (ii) EXCLUDING LIABILITY FOR A BREACH OF SECTION 4 (CONFIDENTIALITY), YOUR PAYMENT OBLIGATIONS AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION), EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE FEES ACTUALLY RECEIVED BY SYBILL FROM YOU UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. THE ABOVE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

Governing Law and Exclusive Courts

This Agreement will be governed by laws of the State of California, USA without regard to its choice of law or conflicts of law principles. You and Sybill consent to the exclusive jurisdiction and venue in the courts in San Francisco, California, USA, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court where such infringement has occurred. EACH PARTY WAIVES ANY OBJECTION (ON THE GROUNDS OF LACK OF JURISDICTION, FORUM NON CONVENIENS OR OTHERWISE) TO THE EXERCISE OF SUCH JURISDICTION OVER IT BY ANY SUCH COURTS.

Force Majeure

Neither party will be deemed to be in breach of this Agreement for any failure caused by reasons beyond a party’s reasonable control (including without limitation acts of God, war, pandemic or civil disturbance), and it will notify the other party as soon as practicable in writing of such failure.

General

13.1 This Agreement, the Order Form, and the Privacy Policy comprise the entire agreement between you and Sybill, state Sybill’s and Sybill’s suppliers’ entire liability and your exclusive remedy with respect to the Service, and supersede all prior agreements pertaining to subject matters of the Agreement, the Order Form and the Privacy Policy, and you specifically confirm that you have not entered into this Agreement relaying on any oral or written public comments made by Sybill regarding future functionality or features of the Service. The terms of any purchase order or similar document will have no effect and are hereby rejected. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes.

13.2 You and Sybill are independent contractors with respect to each other, and nothing in this Agreement will be construed as creating a partnership, agency, fiduciary or employment relationship or a joint venture between you and Sybill.

13.3 If any provision of this Agreement is held to be contrary to law, such provision will be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect.

13.4 The section titles in this Agreement are solely for convenience and have no legal or contractual significance. No provision of the Agreement will be construed against Sybill but rather will be construed in a neutral manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement.

13.5 All modifications to or waivers of any term of this Agreement must be in a writing signed by you and Sybill and expressly reference this Agreement. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right under the Agreement will not constitute a waiver.

13.6 Sybill suppliers are beneficiaries of the limitations, obligations and restrictions contained in this Agreement that are protective of Sybill or the Service.

13.7 This Agreement, and any rights granted hereunder, may not be transferred or assigned by a party, except to a successor of all or substantially all of its business or assets (by merger or otherwise).