Terms Modification. We may revise this Agreement from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material, we will notify Client (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to our terms page, and Client is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Client agrees to be bound by the revised Agreement. If Client does not agree to the revised Agreement terms, Client may terminate the Services within 30 days of receiving notice of the change.
Entire Agreement. This Agreement, including Client’s invoice and order form, constitutes the entire agreement between Client and Provider with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the order form, the Agreement.
Governing Law. The Agreement is governed by California law except for its conflicts of laws principles.
Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Client may also be sent to the applicable account email address and are deemed given when sent. Notices to us must be sent to: US Customers: Carts Guru, 1355 Market Street, San Francisco, CA 94103.
Waiver. A waiver of any default is not a waiver of any subsequent default.
Assignment. Client may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Provider. We may not assign this Agreement without providing notice to Client, except we may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
No Agency. Provider and Client are not legal partners or agents, but are independent contractors.
Force Majeure. Except for payment obligations, neither Provider nor Client will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Client's Reps are not third-party beneficiaries to Client's rights under this Agreement.