WELCOME TO PLEECO, INC. (PLEECO)’S WEBSITE LOCATED AT https://kelp.app (“SITE”). PLEASE READ THESE TERMS OF SERVICE (THE “AGREEMENT”) CAREFULLY AS THEY ARE A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER”) AND PLEECO, AND GOVERNS YOUR USE OF OUR PLATFORM SERVICES. BY USING THE SERVICES YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.

IF YOU ARE ACCESSING AND USING THE SERVICES ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT. IN THAT CASE, “CUSTOMER” WILL REFER TO THAT COMPANY OR OTHER LEGAL ENTITY.

1. Privacy Policy. Please refer to our Privacy Policy located at https://kelp.app/legal/privacy for information on our privacy practices. Customer acknowledges and agrees that its use of the Services is subject to our Privacy Policy.
2. Changes to Agreement or Services. Pleeco may update this Agreement at any time, in its sole discretion. If Pleeco does so, it will let Customer know either by posting the updated Agreement on the Site or through other communications. If Customer continues to use the Services after Pleeco has posted updated Agreement, Customer agrees to be bound by the updated Agreement. Because the Services are evolving over time, Pleeco may change or discontinue all or any part of the Services, at any time and without notice, at its sole discretion.

3. DEFINITIONS.

   1. "Account” means an online account that Customer creates using its secure authentication credentials and registering with the Services.
   2. “Authorized User” means an employee or contractor of Customer who has: (a) been authorized by Customer to register to access and use the Services and (b) been assigned unique authentication credentials by Customer or Pleeco to access and use the Services, or to whom the Customer has permitted single sign on to access the Services through his/her work credentials.
   3. "Customer Data" means any and all information, data, software code, text, and other material transmitted or provided by Customer (whether directly or by granting Pleeco access to Customer’s third party accounts) to the Services.
   4. "Documentation" means the printed, paper, electronic or online user instructions and help files made available by Pleeco for use with the Services, as may be updated from time to time by Pleeco.
   5. "Fees” means the fees that Customer agrees to pay Pleeco for the access and use of the Services in accordance with the Subscription Plan it chooses.
   6. Open Source Software" means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative (www.opensource.org).
   7. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
   8. “Services" means the use of this Site and Pleeco's proprietary cloud-based platform services, but excludes any Open Source Software that may be used to provide the Services in accordance with the Subscription Plan.
   9. “Term” means the subscription term for which Customer has purchased the Services.
   10. “Subscription Plan” means the subscription plan that Customer chooses and agrees to pay for from the available options provided by Pleeco on its Pricing Page located at https://kelp.app/pricing
   11. Third Party Technology” means certain third party services, which are compatible with the Services, or plugins for the Services, or third party services and technology that Customer uses with the Services.
   12. “Usage” means the aggregate amount of server, compute, storage, and network resources used, number of applications built, and Customer Data uploaded into the Services and processed by the Services related to Customer’s Account.

4. REGISTRATION; AUTHENTICATION CREDENTIALS; SECURITY

   1. Registration. Subject to Customer’s compliance with the terms of this Agreement, Customer may register to use the Services by creating an online Account. Customer agrees to provide complete, accurate and current information when registering an Account to use the Services, and shall update such registration information promptly should it change or become inaccurate.
   2. Authentication Credentials. Customer will create a user identification and associated secure access credentials for access to and use of the Services. Customer is responsible for maintaining the confidentiality of all user identifications and access credentials and for ensuring that each user identification number and/or access credentials is used only by Authorized Users. Customer is solely responsible for any and all activities that occur under it’s Account and all charges incurred from the Usage of the Services accessed from its Account. Customer will not share its access credentials with anyone and agrees to immediately notify Pleeco of any unauthorized use of Customer's Account, any user identification and/or access credentials, or any other breach of security known to Customer. Pleeco shall have no liability for any loss or damage arising from Customer's failure to comply with the terms set forth in this Section.
   3. Security. Pleeco will deploy industry standard security precautions intended to protect against unauthorized access to any Customer Data stored on the Services, and will exercise commercially reasonable efforts to deploy corrections within the Services for security breaches made known to Pleeco. However, Customer acknowledges that, notwithstanding the security precautions deployed by Pleeco, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data, and Pleeco disclaims all liability in connection with such security breaches.

5. SERVICES.

   1. License Grant. Subject to the terms and conditions of this Agreement (including payment of all applicable Fees), and during the Term, Pleeco hereby grants to Customer, a limited, non-exclusive, non-transferable license (without the right to sublicense) to access and use the Services for its personal or internal business use only. Customer's use of the Services may be subject to certain limitations, such as, for example, limits on compute time or number of Authorized Users, in accordance with the Subscription Plan Customer has chosen.
   2. License Restrictions. Customer shall not, directly or indirectly, and shall not permit any Authorized User or third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on any element of the Services or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer; (v) remove any proprietary notices from Pleeco materials furnished or made available to Customer; (vi) perform, publish or disclose to third parties any performance or benchmark tests or analyses relating to the Services or the use thereof without Pleeco's prior written consent; or (vii) use the Services for any purpose other than its intended purpose.
   3. Acceptable Use Policies. Customer will not (and will not allow its Authorized Users to) use the Services in any way, or post, upload, publish, submit or transmit any Customer Data, that: (i) infringes, misappropriates or violates any third party’s Intellectual Property Rights, or rights of publicity, privacy or confidentiality; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is unlawful, harmful, defamatory, obscene, pornographic or otherwise objectionable material of any kind or nature; or (iv) contains viruses, worms, Trojan Horses, corrupted files, or any other similar software or programs, harmful code or data that may damage the operation of the Services or another's computer or mobile device. Pleeco may remove any Customer Data posted or stored using the Services or transmitted through the Services, that violates the terms of this Agreement, without notice to Customer. Notwithstanding the foregoing, Customer acknowledges and agrees that Pleeco does not monitor or police communications or Customer Data transmitted through the Services and that Pleeco will not be responsible for the content of any such communications or transmissions. Customer shall be solely responsible and liable for the completeness, integrity, quality and accuracy of Customer Data input into the Services. In addition, Customer will (and will require its Authorized Users to): (i) use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others, (ii) not use the Services to transmit any bulk unsolicited commercial communications, (iii) not circumvent or otherwise interfere with any user authentication or security of the Services, and will immediately notify Pleeco of any breach, or attempted breach, of security known to Customer; (iv) not interfere or disrupt networks connected to the Services or interfere with other ability to access or use the Services; (v) not interfere with another customer's use and enjoyment of the Services; (vi) not run Maillist, Listserv, any form of auto-responder or "spam" on the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services infrastructure); and (vii) not launch any program that "crawls," "scrapes," or "spiders" any page, data, or portion of the Services (through use of manual or automated means).

6. CUSTOMER DATA.

   1. License. Customer hereby grants to Pleeco a non-exclusive, non-transferable, sublicensable (only to Pleeco’s third party service providers who provide services to Pleeco for the purpose of this Agreement), royalty-free, worldwide license to collect, store, reproduce, modify, format, retain, analyze, publish, process and use as necessary, the Customer Data to perform its obligations under this Agreement and in connection with Customer’s use of the Services; provided that, nothing in this Agreement will restrict or obstruct Pleeco’s rights in and to the Aggregate Data in accordance with Section 9.2 hereof.
   2. Representations and Warranties. Customer represents and warrants that (i) it owns or has licenses to all Customer Data and has an unrestricted right to transfer such Customer Data to Pleeco for purposes of providing Services under this Agreement, (ii) provision of Customer Data to, and use of the Customer Data by, Pleeco, as contemplated herein will not infringe any third party Intellectual Property Rights, rights of privacy or publicity, or any other rights, (iii) Customer Data does not contain any viruses, worms, malware, Trojan horses, or other harmful or destructive code, and (iv) Customer Data is not spam, is not machine or randomly generated, and does not contain unethical or unwanted content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further any unlawful acts.
   3. Compliance with Laws. Customer represents and warrants that it has complied with all applicable laws (whether local, national or international) in connection with the Customer Data. If applicable and to the extent Customer Data includes personally identifiable information (“Personal Information”), Customer has obtained all necessary consents and has complied with all applicable laws, rules, regulations and orders, including without limitation, all data privacy laws, in collecting, processing, using and transferring such Personal Information to Pleeco for purposes of providing Services to Customer under this Agreement. Pleeco agrees that it will not collect, access, use, store, disclose, transfer or otherwise process (collectively, "Process" or "Processing") any Customer Data that amounts to Personal Data except: (i) for the purposes of this Agreement, including without limitation, to implement and deliver Services, provide customer support, and help Customer prevent or address service or technical problems; (ii) as expressly requested or permitted by Customer in this Agreement or otherwise; or (iii) as compelled by law. For purposes of this Agreement, Customer is the "data controller" and Pleeco is a "data processor" with respect to Personal Data (as such terms are defined in the Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data and any replacement directive or regulation imposing equivalent obligations).
   4. Disclaimer. PLEECO WILL FOLLOW ITS STANDARD ARCHIVAL PROCEDURES FOR STORAGE OF ANY CUSTOMER DATA. IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA, PLEECO WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO RESTORE THE LOST OR CORRUPTED CUSTOMER DATA FROM THE LATEST BACKUP OF SUCH CUSTOMER DATA MAINTAINED BY PLEECO. PLEECO WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF CUSTOMER DATA. PLEECO’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 6.4 WILL CONSTITUTE PLEECO’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA.
   5. Personal Data. For the subset of Customer Data that is Personal Data, Pleeco’s Data Privacy Addendum (available here also applies and is incorporated into these Terms.

7. CUSTOMER OBLIGATIONS.

   1. Cooperation and Assistance. As a condition to Pleeco’s obligations hereunder, Customer and Authorized Users will at all times: (a) provide Pleeco with good faith cooperation and assistance and make available such information, facilities, personnel, equipment and support as may be reasonably required by Pleeco in order to provide the Services, including, but not limited to, providing Customer Data, and security access, information, and software interfaces to Customer’s business applications; and (b) carry out in a timely manner all other Customer responsibilities set forth in this Agreement. In addition, Customer is responsible for (i) obtaining, deploying and maintaining all computer hardware, software and communications equipment needed to access and use the Services, (ii) contracting with third parties that provide services related to Customer being able to access and use the Services (e.g., ISP, telecommunications, etc.) and (iii) paying all third-party fees and access charges incurred while accessing and using the Services. Neither will Pleeco be required to supply any hardware, software or equipment to Customer by reason of this Agreement, nor will it be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
   2. Marketing Support. Customer grants to Pleeco a non-exclusive, limited right to use Customer’s logos and trademarks (collectively, “Marks”) on Pleeco’s websites and in the production of marketing materials to depict Customer as a customer of Pleeco. All goodwill developed from such use will be solely for the benefit of Customer.
   3. Enforcement. Customer will ensure that all Authorized Users comply with the terms and conditions of this Agreement. Customer will promptly notify Pleeco of any suspected or alleged violation of the terms and conditions of this Agreement and will cooperate with Pleeco with respect to: (a) investigation by Pleeco of any suspected or alleged violation of this Agreement, and (b) any action by Pleeco to enforce the terms and conditions of this Agreement. Pleeco may suspend or terminate any Authorized User’s access to the Services upon notice to Customer in the event that Pleeco reasonably determines that such Authorized User has violated the terms and conditions of this Agreement. Customer will at all times be responsible for all actions taken under an Authorized User’s Account, whether such action was taken by an Authorized User or by another party, and whether such action was authorized by an Authorized User. Customer will be liable for any violation of the terms and conditions of this Agreement by any Authorized User.

8. FEES AND TAXES

   1. Fees. Customer agrees to pay all Fees in accordance with the Subscription Plan for access and use of the Services. Except as provided for herein, all payment obligations are non-cancelable and Fees paid are non-refundable.
   2. Payments. Customer agrees to provide a valid credit card, debit card, or other valid payment information to pay for monthly Fees and authorizes Pleeco to charge such credit card, debit card, or other valid payment mechanism on a monthly basis for the applicable Fees until the Services are terminated under this Agreement. Customer is responsible for providing complete and accurate billing and contact information to Pleeco and notifying Pleeco of any changes to such information.
   3. Taxes. The Fees are exclusive of all sales, use, value added and other taxes or duties and Customer shall pay all such taxes (excluding taxes based on Pleeco's net income).

9. OWNERSHIP

   1. Pleeco Services. As between Pleeco and Customer, all right, title and interest in the Services and any other Pleeco materials furnished or made available hereunder, and all modifications and enhancements thereof, including all Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Pleeco or Pleeco's licensors and providers, as applicable. Customer hereby does and will irrevocably assign to Pleeco all suggestions, ideas and feedback proposed by Customer regarding the Services (“Feedback”), and all Intellectual Property Rights in the Feedback. Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Pleeco may reasonably request, to perfect such ownership of the Feedback. To the extent any of the rights, title and interest in and to Feedback or Intellectual Property Rights therein cannot be assigned by Customer to Pleeco, Customer hereby grants to Pleeco an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest. If the foregoing assignment and license are not enforceable, Customer agrees to waive and never assert against Pleeco those non-assignable and non-licensable rights, title and interest. Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Pleeco may reasonably request, to perfect ownership of the Feedback. If Customer is unable or unwilling to execute any such document or take any such action, Pleeco may execute such document and take such action on Customer's behalf as Customer's agent and attorney-in-fact. The foregoing appointment is deemed a power coupled with an interest and is irrevocable.
   2. Customer Data. As between Pleeco and Customer, all right, title and interest in the Customer Data and all Intellectual Property Rights therein, belong to and are retained solely by Customer. Pleeco may monitor Customer's use of the Services and use data and information related to such use and Customer Data in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregate Data"). As between Pleeco and Customer, all right, title and interest in the Aggregate Data and all Intellectual Property Rights therein, belong to and are retained solely by Pleeco, and Pleeco may make such Aggregate Data publicly available, and use such information to the extent and in the manner it deems fit including without limitation, as required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement, service improvement, and marketing, provided that no such Aggregate Data identifies Customer or its Confidential Information.

10. CONFIDENTIALITY

    1. Obligations. Each of the parties agrees to maintain in confidence any non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement that a party knows or reasonably should know is considered confidential by the disclosing party ("Confidential Information"). The parties hereby agree that Pleeco's Confidential Information includes the terms and conditions of this Agreement, and any discussions related thereto as well as the Services, Feedback, and materials provided with respect to the Services. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any Confidential Information of the disclosing party, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties' respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither party shall make Confidential Information available to any other person or entity without the prior written consent of the other party. Notwithstanding anything to the contrary, Customer may disclose the terms and conditions of this Agreement to a potential investor or acquirer in connection with a bona fide due diligence event
    2. Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.
    3. Destruction or Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, each party shall, subject to Section 15.5 (Effect of Termination), promptly return to the other party, or destroy, as the parties agree, all copies of the other party's Confidential Information. All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving party in any form or for any reason.
11. DMCA/Copyright Policy. Pleeco respects copyright law and expects its users to do the same. It is Pleeco’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Pleeco’s Copyright and IP Policy at https://kelp.app/legal/copyright-ip-policy, for further information.
12. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLEECO AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL, AND MAKE NO, WARRANTIES (WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE ARISING IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE), INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PLEECO DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
13. Indemnification. Customer shall defend Pleeco, its licensors and their respective officers, directors and employees ("Pleeco Indemnified Parties") from and against any and all third-party claims which arise out of or relate to: (a) a claim or threat that the Customer Data (and/or the exercise by Pleeco of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party's intellectual property rights; (b) Customer's use or alleged use of the Services other than as permitted under this Agreement, or (c) Customer’s violation of this Agreement. Customer shall pay all damages, costs and expenses, including attorneys' fees and costs (whether by settlement or award by a final judicial judgment) paid to the third party bringing any such claim. Customer's obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the claim, and (z) Pleeco providing all reasonable assistance (at Customer's expense and reasonable request) in the defense of such claim. Pleeco may, at its own expense, engage separate counsel to advise Pleeco regarding a third-party claim and to participate in the defense of the claim, subject to Customer's right to control the defense and settlement.

14. LIMITATION OF LIABILITY.

    1. Limitation on Direct Damages. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRIOR TO CLAIM, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, LESS, IN ALL CIRCUMSTANCES, ANY AMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION OF SUCH LIABILITY) BY PLEECO TO CUSTOMER IN SATISFACTION OF ANY LIABILITY UNDER THIS AGREEMENT.
    2. Waiver of Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PROFITS, OR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PLEECO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEECO WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
    3. Essential Purpose. Customer acknowledges that the terms in this Section 14 are an essential bases of the bargain described in this Agreement and that, were Pleeco to assume any further liability, the Fees would out of necessity, be set much higher.

15. TERMINATION.

    1. Term. The term of this Agreement commences on the date Customer first registers and creates an Account and continues until the Agreement is terminated as provided herein.
    2. Termination for Convenience. At any time, Customer shall have the right to terminate this Agreement and its use of the Services by following the Account cancellation procedure set forth on the Pleeco website or by emailing Pleeco customer support at support@kelp.app; provided, however, that under no circumstances shall Customer be entitled to any refund of any Fees for its use of the Services prior to the date of cancellation.
    3. Termination for Breach; Insolvency. Either party may terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of written notice from the non-breaching party specifying the breach. Either party may terminate this Agreement if (i) the other party has a receiver appointed for it or its property; (ii) the other party makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by, for or against the other party under any bankruptcy, insolvency or debtor's relief law; or (iv) the other party is liquidated or dissolved.
    4. Failure to Pay/Customer Conduct/Inactive free Account. Pleeco may suspend or terminate Customer's access to the Services, at Pleeco's sole option, with or without notice to Customer, if: (i) the Fees are not paid when due, (ii) any credit or debit card charge or other payment mechanism for Fees is declined; or (iii) if Customer breaches Section 5.2 (License Restrictions), 5.3 (Acceptable Use Policies), or 6.3 (Compliance with Laws), and such suspension or termination may continue, at Pleeco’s discretion, until the applicable issue is resolved. In addition, Pleeco reserves the right to terminate the Account of any Customer who is using the free Subscription Plan of the Services (i.e. without an obligation to pay for the use of Services), if such Customer’s Account remains inactive for the Defunct Period. For the purposes of this Agreement, “Defunct Period” means the period of time an Account under the free Subscription Plan is permitted to remain inactive, as set forth in the Pricing Page (https://kelp.app/pricing), and if no such period is mentioned, then in the event the Account remains inactive for 60 days.
    5. Effect of Termination. Upon termination of this Agreement, (a) Customer's use of and access to the Services shall cease and (b) all Fees and other amounts owed to Pleeco shall be immediately due and payable by Customer. Pleeco shall have no obligation to maintain or provide any Customer Data and shall, unless legally prohibited from doing so, delete all Customer Data (but not Aggregate Data) in its systems or otherwise in its possession or under its control within a reasonable time after the effective date of any termination of this Agreement. In addition, within ten (10) days of the effective date of termination each party shall: (a) return to the disclosing party, or at the disclosing party's option, the receiving party shall destroy, all items of Confidential Information (other than the Customer Data) then in the receiving party's possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to disclosing party that it has complied with the foregoing.
    6. Survival. The following Sections of this Agreement shall survive the termination of this Agreement: Sections 3 (Definitions), 6.2 (Representations and Warranties), 6.3 (Compliance with Laws), 6.4 (Disclaimer), 8 (Fees and Taxes), 9 (Ownership) 10 (Confidentiality), 12 (Warranty Disclaimer), 13 (Indemnification), 14 (Limitation of Liability), 15 (Termination), 16 (Notices) and 17 (General). We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@kelp.app.
16. NOTICES. Pleeco may give notice to Customer by means of a general notice through the Services interface, electronic mail to Customer's e-mail address on record with Pleeco, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to Customer's address on record with Pleeco. Customer may give notice to Pleeco by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service addressed to Pleeco, Inc., 222 Broadway Floor 19, New York, NY 10038, Attention: CEO. Notice shall be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
17. GENERAL. Pleeco may subcontract to third parties some or all of Pleeco's obligations under this Agreement provided Pleeco is liable for any act or omission of such subcontractors. This Agreement may not be assigned or transferred by Customer, without Pleeco's prior written consent. Any assignment in derogation of the foregoing is null and void. Pleeco may freely assign or transfer this Agreement. Notwithstanding anything to the contrary, Customer may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets or shares. This Agreement shall inure to the benefit of each party's successors and permitted assigns. This Agreement, together with the Subscription Plan, and all addenda, schedules, and exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings between the parties relating to the subject matter hereof. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Except as otherwise provided herein, this Agreement may be amended or superseded only by a written instrument signed by both parties. This Agreement shall be governed by the laws of the state of California, excluding its conflict of laws rules. The parties further agree that the exclusive venue and jurisdiction any dispute arising or relating to this Agreement shall be a court of competent jurisdiction located in San Francisco, California. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement. Neither party shall be in breach of this Agreement if its failure to perform any obligation under this Agreement, except for payment of Fees, is caused by events or conditions beyond that party's reasonable control, including, without limitation, acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or "hacker" attacks, acts of terrorism or governmental demands or requirements (each a "Force Majeure" event). Pre-printed terms and conditions on or attached to any Customer purchase order or other document shall be of no force or effect.