These terms may change from time to time, but will always be available for review at this same URL. Whenever the TOS is changed, the new TOS takes immediate precedence over any previous version of the TOS.
Your use of this site or of the Incognify service after a change to the TOS signifys your acceptance of the then current TOS.
Nothing Illegal - You agree not to use our service(s) to engage in or promote any illegal activity. You further agree to hold harmless and indemnify Incognify and it's parent company, it's owners,
partners, associates, organizers, advertisers, web hosting and service providers, and to assume all responsibility for your actions while using the Incognify service(s).
In short, please don't use our service to do anything illegal.
No SPAM - You agree not to send SPAM or other unsolicited email through the Incognify system. Just because we do not monitor email sent through the system does not mean
we won't know about SPAM! SPAM typically results in a large number of undeliverable emails. Should this happen we will likely be notified. SPAM also
oftentimes results in complaints being filed with ISPs and hosting providers. Again, should this happen we will be notified. In either case we will shut your account down, without notice and
without refund. You have been warned. Do not SPAM.
Play Nice - Lots of other people are using the service as well. If you use more than your fair share of the resources - bandwidth, server processing power, etc. - there won't be enough resources left
for others to also use the system. Incognify is designed for occassional use. It is not meant to be your fulltime primary email account.
We have not, as yet, encountered an instance where a user was
utilizing so much resources that it negatively impacted other users. But there is always that potential. Know that should this occur that we will immediately place a hold on the ability of the account
causing the issue to send and receive mail. If the issue continues we will terminate the offending account, without refund. Consider this your warning. Don't hog the server, and play nice.
No Refunds - Sorry, but we cannot offer refunds once your account has been activated on the system. If you have doubts as to how often you will use the service, we
suggest opting for the shortest time period available during account creation (currently 1 month).
Automatic Account Expiration - The moment your account term is up, our system will automatically delete your account. Literally. This means all emails and all other
information contained within your account will be automatically and permanently deleted. There is no grace period. Once deleted this information cannot be retrieved. This is done purposefully for security reasons.
If you are nearing the expiration date for your account, and you would like to keep your account, be sure to login to your account and renew prior to the end of your service.
Terms of Service (TOS)
These TERMS OF SERVICE (this “Agreement”) is made between Incognify (“Incognify”, "We") and you, or, if you represent an entity or other organization, that entity or organization (in either case “You” or “Your”).
Incognify provides certain services relating to the development, transmission, analysis, and management of email messages and other digital communications and tools (the “Services”) through the web site
located at incognify.org and incognify.me and such other sites as may be designated by Incognify (each, the “Site” or collectively, the “Sites”). All access to and use of the Services available through
the Site are subject to the terms of this Agreement. If You wish to access and use the publicly available portions of the Services and the Site, You may do so only in compliance with this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. BY SUBMITTING AN ORDER OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE YOU (1) HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT; (2) IF AN
INDIVIDUAL, ARE 18 YEARS OR OLDER; AND (3) MEET THE OTHER QUALIFICATIONS SET FORTH IN THIS AGREEMENT.
This Agreement is entered into as of the earlier of the date You first submit an Order relating to the Services or first access or use the Services or the Site (the “Effective Date”).
- Definitions. Capitalized terms used in this Agreement will have the definitions given in this Agreement, and other terms will have their plain English meaning as commonly interpreted in the United States.
- Changes to this Agreement. Incognify reserves the right, at any time, to change or modify this Agreement by making such change or modification available on the Site or by providing other notice to You.
Any such change or modification will be effective 30 days after posting on the Site or such other notice. As applicable, You will be deemed to have agreed to such change or modification of this Agreement
through Your continued use of the Site or Services.
- Changes to the Site and Services. The features and functions of the Service, may change over time. Although Incognify endeavors to avoid changes that are not backwards compatible, if any such changes become necessary,
Incognify will use commercially reasonable efforts to notify You at least 30 days prior to implementation. Notwithstanding the foregoing, You understand that Incognify may from time to time, in its sole discretion,
update, change, revise, suspend or discontinue the Services (or any portion thereof) with or without notice.
- Orders and Confirmation. Incognify will confirm Your Order either through the Site at the time You submit Your Order or by providing You with access to the Services (each, a “Confirmation”). If the terms of
any Order conflict with the terms of any Confirmation of that Order, the terms of the Confirmation will govern and control with respect to the Services provided to You. By accessing or using any of the Services,
You agree to be bound by the terms of this Agreement and each applicable Order and Confirmation with respect to those Services.
- Term. The term of this Agreement will commence on the Effective Date and continue for the initial period stated in the applicable Order or Confirmation for the Services (the “Initial Term”). The Services will not
automatically renew. If no Initial Term is stated in the applicable Order or Confirmation for the Services, this Agreement will continue for an Initial Term of one month. In all other cases, the Term will continue until the Service expiration
date is reached or until You or We terminate the Service as set forth herein.
- Subscription; Incognify Service. During the Term, Incognify will provide You with a limited subscription to access and use the Services subject to Confirmations under this Agreement, solely for Your own personal use or in connection
with Your own business purposes and not for resell, lease, license or sublicense. Your rights to access and use the Services are personal, non-exclusive, non-transferable and non-sublicensable.
- Access to the Services. Upon Confirmation of Your Order by Incognify, You will be granted access to the Services using the username and password applicable to Your Account (each such username and password, an “Account ID”).
Each Account ID is personal in nature and may be used only by You or, if You are an organization, by designated employees within Your organization or contractors who are contractually required to comply with the terms of this
Agreement (such individual, as applicable, the “User” of the Account). You are solely responsible for all use of the Services by each User and for compliance by each User with this Agreement. You will ensure the security and
confidentiality of each Account ID and will notify Incognify immediately if any Account ID is lost, stolen or otherwise compromised. You acknowledge that You are solely responsible for all costs, fees, liabilities or damages
incurred through use of each Account ID (whether lawful or unlawful) and that any Services ordered or transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You.
You will be solely responsible, at Your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for You and each User to connect to, access, and use the Services and the Sites.
- Restrictions. You acknowledge the Services, Sites, Software, and the databases, hardware and other technology used by or on behalf of Incognify to provide the Services and operate the Sites (the “Technology”) and their structure, organization,
and underlying data, information and source code constitute valuable trade secrets of Incognify. You will not, and will not permit any third party (including any Incognify User, as applicable) to: (a) access or use the Services or the Sites,
in whole or in part, except as expressly provided in this Agreement; (b) use the Site, Services or any Software to harvest or collect e-mail addresses or other contact information of third parties by any means for the purposes of sending
unsolicited e-mails or other unsolicited communications; (c) use the Site, Services or any Software in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Services; (d) use automated scripts
to collect information from or otherwise interact with the Site, Services or any Software; (e) use the Site, Services or any Software to intimidate or harass any other people or entities; (f) alter, modify, reproduce, create derivative works
of the Services, Technology, or any Software; (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Site, Services, Technology or any Software;
(h) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Sites, Services, Technology, or any Software; (i) interfere in any manner with the operation or hosting of the Sites, Services,
Technology or any Software, or attempt to gain unauthorized access to the Sites, Services, Technology or any Software; or (j) use the Service for any high risk activities including, but not limited to, the operation of nuclear facilities,
air traffic control, life support systems, emergency services or where the use or failure of the Service could lead to death, personal injury or environmental damage (collectively, “High Risk Activities”). Incognify does not intend uses
of the Service to create obligations under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act (“GLBA”) or similar Laws (as defined below) and makes no representations that the Service
satisfies the requirements of such laws. If You are (or become) a Covered Entity or Business Associate (as defined in HIPAA) or a Financial Institution (as defined in GLBA), You agree not to use the Service for any purpose or in any
manner involving Protected Health Information (as defined in HIPAA) or Nonpublic Personal Information (as defined in GLBA). You will not allow any access to or use of the Services by anyone other than Your authorized Users or Incognify Users
(as applicable), and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.
- Payment Terms. Your subscription will be due and payable by You in advance on or before the Effective Date and again on or before the completion of each subsequent period under this Agreement. If You have specified credit card, or direct
withdrawal or ACH payment from a bank account, as an applicable payment mechanism under this Agreement, You grant Incognify the right to charge the credit card or debit the bank account provided to Incognify for all Fees incurred under this Agreement.
Except as expressly set forth herein or agreed to in writing with Incognify, all Fees will be non-refundable once paid to Incognify, including upon any termination or suspension of this Agreement. If Incognify requires use of collection agencies,
attorneys, or courts of law for collection on Your account, You will be responsible for those expenses.
- Termination and Suspension:
(a)Termination. This Agreement may be terminated by Incognify, at any time, in Incognify’s sole discretion, upon any breach by You of this Agreement that remains uncured 10 days after Incognify delivers written email notice to You of such breach.
(b)Suspension. Without limiting Incognify’s right to terminate this Agreement, Incognify may also immediately and indefinitely suspend Your access to the Sites or Services, with or without notice to You, upon any actual, threatened or
suspected breach of this Agreement or upon any other conduct deemed inappropriate or detrimental to the Services by Incognify including, but not limited to, rogue script, bad send and unauthorized takeover or other malicious activity on Your Account.
(c)Effect of Termination. Upon termination or expiration of this Agreement for any reason: (i) all rights and subscriptions granted to You under this Agreement will terminate; (ii) You will immediately cease all use of and access to the Sites
and Services; (iii) all Fees then owed by You will become immediately due and payable; (iv) You will immediately either return to Incognify or, at Incognify’s discretion, destroy the Incognify Confidential Information in Your possession or control;
and (v) Incognify shall delete any of Your Content held by Incognify in accordance with Incognify’s then-current data retention policy. The following sections of this Agreement will survive any expiration or termination of this Agreement:
(Definitions), (Applicable Policies), (Restrictions), (Fees and Payment), this Section (Termination and Suspension), (Ownership of IPR), (Content – Service Data), (Content – Customer Feedback), (Warranties and Disclaimer – Disclaimer),
(Indemnity – By You), (Limitations on Liability), (Data Privacy), (Confidentiality), (Disputes), (Governing Law), (General) and (Use of the Services by Incognify Users).
- Sensitive Data. Sensitive Data (as defined below) will not be provided to Incognify at any time and Incognify will have no liability whatsoever for Sensitive Data, whether in connection with a security incident or otherwise.
For purposes of this Agreement, “Sensitive Data” means (i) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof), (ii) credit or debit card number (other than the truncated (last four digits) of a credit or debit card),
(iii) employment, financial, genetic, biometric or health information, (iv) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation, (v) account passwords, (vi) date of birth,
(vii) criminal history, (viii) mother’s maiden name, or (ix) any other information that falls within the definition of “special categories of data” under GDPR (defined in Section 20(b) below), or any other applicable law relating to privacy and data protection.
Service Data. Notwithstanding anything in the Privacy Policies, Incognify will have the right to collect, extract, compile, synthesize and analyze aggregated, non-personally identifiable information or data (data or information that does not identify You or any
other entity or natural person as the source thereof) resulting from Your or any Incognify User’s (as applicable) access to the Site and Your or any Incognify User’s (as applicable) use and operation of the Services including, by way of example and not limitation,
information relating to volumes, frequencies, bounce rates, or any other information regarding the email and other communications You and any Incognify User (as applicable) generates and sends using the Services (collectively, “Service Data”).
To the extent Service Data is collected or generated by Incognify, such data will be solely owned by Incognify, constitutes “Incognify Content” hereunder and may be used by Incognify for any lawful business purpose without a duty of accounting
to You or any of Your Incognify Users, customers or recipients.
Customer Feedback. If You or any Incognify User provides Incognify feedback or suggestions about the Service, Incognify may use that information without obligation to You or such Incognify User, and You, on behalf of Yourself and each Incognify User, hereby irrevocably assigns to Incognify all right, title, and interest in such feedback or suggestions.
- Warranties and Disclaimer:
(a)By Incognify. Incognify represents and warrants to You that Incognify will use commercially reasonable efforts to maintain and verify that the Services operate in accordance with this Agreement. Incognify’s sole obligation and Your sole and exclusive
remedy in the event of any failure by Incognify to comply with the foregoing sentence will be for Incognify to, at Incognify’s option, re-perform the affected Services or refund to You the Fees You have actually paid for the affected Services during the month in which the failure occurred.
(b)By You. You hereby represent, warrant, and covenant for the benefit of Incognify that: (i) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity,
to bind the company or other entity to the terms of this Agreement; (ii) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional
agreement You enter into in connection with any of the Services; (iii) Your Content, and any other data, information or content You or any Incognify User (as applicable) provides to Incognify in connection with this Agreement and Your and each Incognify User’s (as applicable)
access to the Site and use of the Services, is correct and current and does not or will not violate this Agreement; (iv) You have all necessary right, title, interest and consent necessary to allow Incognify to use Your Content for the purposes for which You
or any Incognify User (as applicable) provides Your Content to Incognify, including, without limitation, the delivery of any and all emails and other communications; (v) You will not and will not allow any User or Incognify User (as applicable) to export or re-export
the Service except in compliance with the U.S. Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable; (vi) You will not and will not allow any User or Incognify User (as applicable) to remove or export
from the United States or allow the export or re-export of the Service (A) into (or to a national or resident of) any embargoed or terrorist-supporting country, (B) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of
Specially Designated Nationals, (C) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without
first obtaining such license or approval, or (D) otherwise in violation of any export or import Laws; (vii) You are not and will ensure each User and Incognify User (as applicable) are not, located in, under the control of, or a national or resident of any prohibited
country or on any prohibited party list referred to in subsection (vi) immediately above (for more information, see the U.S. Department of Treasury website at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx); (viii)
You will comply with, and will be responsible for each Incognify User’s (as applicable) compliance with, any applicable international, federal, state or local treaties, laws, rules, regulations or ordinances (“Laws”) regarding Your or the Incognify Users’ (as applicable) use of or
access to the Site or Services or regarding Your business, products or services, including, without limitation, regarding data and data privacy and the transmission of electronic mail messages, whether solicited or unsolicited; and (ix) if You will make the Service available
Incognify Users as an integrated part of the Incognify Service, You (A) will not, without Incognify’s prior written approval, make any representation, warranty or guarantee to Incognify User on behalf of Incognify concerning the Service and (B) will only offer the Service to any Incognify Users as an
integrated part of the Incognify Service and not for resale without integration.
(c)DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 17(a), THE SITES AND SERVICES (AND ALL SENDGRID CONTENT PROVIDED THROUGH THE SITES AND SERVICES) ARE PROVIDED TO YOU STRICTLY “AS IS” AND “AS AVAILABLE” AND SENDGRID AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND
ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT.
NEITHER THE SOFTWARE, THE SITES NOR THE SERVICES ARE DESIGNED, MANUFACTURED OR INTENDED FOR HIGH RISK ACTIVITIES. NEITHER SENDGRID NOR ITS LICENSORS WARRANT THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY SENDGRID, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES OF SENDGRID EXPRESSLY SET FORTH IN SECTION 17(a).
- Indemnity. You hereby agree to indemnify, defend, and hold harmless Incognify and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (the “Incognify Indemnified Parties”) from any and all claims, losses,
liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Incognify Indemnified Party arising from Your or the Incognify Users
(as applicable) accessing or using the Site, Services, Software, Your Content, Incognify Content, any email or other communication generated or sent through the Services or the Incognify Service (as applicable), or any breach of this Agreement.
Incognify will provide You with notice of any such claim or allegation, and Incognify will have the right to participate in the defense of any such claim at its expense.
- Limitations on Liability:
(a)NO SPECIAL DAMAGES. IN NO EVENT WILL SENDGRID BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,
STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITES, SOFTWARE, TECHNOLOGY, SERVICES (OR ANY SENDGRID CONTENT PROVIDED
THROUGH THE SITES OR SERVICES), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION,
OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
(b)CUMULATIVE LIABILITY. SENDGRID’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT
EXCEED THE FEES PAID TO SENDGRID HEREUNDER IN THE ONE MONTH PRECEDING ANY SUCH INITIAL OCCURRENCE OF LIABILITY (OR, IF NO SUCH FEES HAVE BEEN PAID, US$10). YOU AGREE THAT THE FEES REFLECT THE
ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT SENDGRID WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, SENDGRID’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(c)SPECIAL LIMITATIONS. FOR THE PURPOSE OF CLARITY, SENDGRID WILL NOT BE LIABLE, AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU, FOR (I) SENSITIVE DATA SENT TO SENDGRID; (II) VIOLATION OF ANY LAW BY
SENDGRID WHEN ACTING AT YOUR OR ANY Incognify USER’S (AS APPLICABLE) DIRECTION; OR (III) THE SENDING BY SENDGRID OF YOUR OR ANY Incognify USER’S (AS APPLICABLE) EMAILS, INCLUDING ANY CLAIMS AGAINST SENDGRID
DUE TO YOUR OR ANY Incognify USER’S (AS APPLICABLE) SENDING OR DATA COLLECTION PRACTICES OR YOUR CONTENT.
- Data Privacy:
(a)General Obligations and Limitations. In respect of Your or the Incognify Users’ (as applicable) use of the Site and Services and in relation to any personally identifiable and other data and information
You or any Incognify User (as applicable) provides to Incognify through the Site and Services, You expressly consent to the use and disclosure of that data and information as described in the Privacy Policies.
You are responsible for complying with all applicable data protection and privacy Laws in respect of Your or any Incognify User’s use of the Services and with regard to any personal data that You or any Incognify
User provides to Incognify through the Services. In particular, You must ensure You have properly informed and obtained all necessary rights, authorizations or consents from any data subjects to whom the
data relates, to enable Incognify to lawfully access their personal data under this Agreement and to process their personal data outside of their country of residence. You acknowledge that email is an
insecure medium that is generally not encrypted in transit, and security of information transmitted through the Internet can never be guaranteed. Incognify is not responsible for any interception or
interruption of any communications through the Internet or for changes to or loss of Your Content. Incognify may process and store Your Content in the United States or any other country in which Incognify
or its agents maintain facilities and, by using the Services, You consent to this processing and storage of Your Content.
(b)EU Data Privacy. Incognify self-certifies to and complies with the EU-US and Swiss-US Privacy Shield Frameworks, as administered by the US Department of Commerce. As such, Incognify shall be
deemed to provide adequate privacy protection for the transfer of personal data originating from the EU and/or Switzerland (within the meaning of EU data protection laws) by virtue of such
self-certification. For the purposes of this Agreement, the terms “personal data”, “processing” and “data subject” have the same meanings as those given to them in EU General Data Protection
Regulation 2016/679 (“GDPR“). If Your use of the Services requires Incognify to process personal data falling within the scope of GDPR, Incognify’s Data Processing Addendum is available for
e-signature here. Once executed, such Data Processing Addendum shall hereby be incorporated into this Agreement by reference.
- Claims of Infringement. If You believe in good faith that Your copyrighted work has been reproduced or otherwise distributed through the Site without authorization in a way that constitutes copyright
infringement, You may notify our designated copyright agent by mail at:
Attn: Copyright Infringement Agent
PO Box 9911
Dothan AL 36304
Please provide the following information to Incognify’s Copyright Infringement Agent:
the identity of the infringed work, and of the allegedly infringing work;
Your name, address, daytime phone number, and email address, if available;
a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the Law;
a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and Your electronic or physical signature.
- Reservation of Rights. Incognify expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services for any reason
(as determined by Incognify in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Incognify in offering or delivering any Services,
(ii) to protect the integrity and stability of our Services, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against You in
accordance with applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with
any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined
to be with or without merit, (viii) to avoid any civil or criminal liability on the part of Incognify, its officers, directors, employees and agents, as well as Incognify’s affiliates, including,
but not limited to, instances where you have sued or threatened to sue Incognify, or (ix) to respond to an excessive amount of complaints related in any way to You or your Incognify account.
Incognify expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed permitted levels.
- Governing Law. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings
hereunder, will be governed in all respects exclusively by the laws of the State of Alabama, U.S.A., as such laws apply to contracts between Alabama residents performed entirely within Alabama.
Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in a federal court in the District of Alabama, U.S.A., or in state court in Dothan,
Alabama, U.S.A., and each party irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts.
- General. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of
this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the Law, replaced by a provision that most closely approximates the original intent
and economic effect of the original to the extent consistent with the Law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or
related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or
obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Incognify.
Any assignment in violation of the foregoing will be null and void. Incognify may assign this Agreement to any party that assumes Incognify’s obligations hereunder. This Agreement does not confer
any benefits on any third party unless it expressly states that it does. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither
acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. This Agreement is the complete and exclusive statement of the agreement between the parties with
respect to the subject matter of this Agreement, and this Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the
subject matter of this Agreement. Incognify provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this
Agreement. If You (or any of Your customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the
Service, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those
provided in this Agreement are conferred. The Service was developed fully at private expense. Incognify may reference You as a user of the Services and use Your name and logo, as applicable, in
listings of users of the Services appearing on the Incognify web site and for other marketing and promotional purposes relating to the Services.