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Terms of Service

HailTrace

Last modified: December 18th, 2023

These Terms of Service (the "Agreement") are entered into by Extreme Weather Predictions LLC d/b/a “HailTrace” (“HailTrace,” “us,” “we,” “EWP,” or “our” ) and the entity or person agreeing to them or using the Services (“you,” “user” or "Customer"). This is a legally binding agreement, please read it carefully as they govern your access to and use of the Services.

Este es un Acuerdo legalmente vinculante, por favor lea con cuidado. Si tiene alguna pregunta sobre este Acuerdo, puede hacer que se traduzca a su lengua materna a su propio costo. Si tiene preguntas, envíenos un correo electrónico a [email protected]

English is the legal language of this Terms of Service.

This Agreement is effective when Customer clicks to accept it (the "Effective Date") at Account registration, login, or wherever otherwise required by HailTrace. In the event Services, systems, data, product, or other works, materials or information are provided without Account registration, login, or otherwise, this Agreement is effective when Customer visits or uses Hailtrace’s Services.

If Customer is an entity, the user accepting on behalf of Customer represents and warrants that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

If you or your entity-organization signed a Master Services Agreement, Statement of Work, Scope of Work, Work Order, Order Form, or other agreement (together, “Offline Agreement(s)”) with HailTrace, the Offline Agreement and terms therein shall control and take precedence over this Agreement to the extent there is a conflict among this Agreement and the Offline Agreements.

1. Privacy

Please review our Privacy Notice, which also governs your visit to our website.

2. Definitions
  1. 2.1. Services. During the Term, HailTrace will provide the Services in accordance with this Agreement with the Customer. As used herein, “Services” collectively refer to any and all features, functionality, content and information you obtain, are provided or request through our website(s), mobile applications, desktop applications, APIs, emails, text messages, push notifications, online and social media accounts, and other software or online applications. The price for specific Services differs and prices for individual Services may differ depending on how they are packaged with other Services. Prices for Services are provided at the time of purchase and are subject to change without notice. Services may also be subject to conditions, restrictions and terms that are in addition to the terms of this Agreement.
  2. 2.2. Admin Console. You may have access to a settings page through which you may manage use of your Services, however, those settings may apply to one or multiple Services depending on the Services package you choose. Some Service settings changes may require communication with us.
  3. 2.3. Accounts. An authenticated account requiring a user name and password (“Account”) is required for most Services.
  4. 2.4. Account Verification. All Accounts require a verified email address owned or controlled by Customer. If Customer does not have valid permission to use the email address associated with its Account, HailTrace will have no obligation to provide Customer with any Services and may delete or suspend the Account without notice.
  5. 2.5. Customer Data. To the extent you provide information, materials, content or other input in connection with your use of the Services (“Customer Data”), you acknowledge and agree that we have no obligation to verify the accuracy of any Customer Data nor any liability whatsoever as a result of or in any way related to Customer Data.
  6. 2.6. Sub Users. Customers may wish to have multiple individuals use Services under that Customer’s Account (“Sub Users”).
  7. 2.7. Third-Party Offering We work with third-party service providers which bring additional functionality to our Services that include, but are not limited to, property data, geolocation search, and other services (“Third-Party Offerings”). These might be incorporated within a Service or provided as a separate Service that is part of a Subscription, provided as an add-on, or purchased a la carte.
  8. 2.8. Additional Offerings We may also provide or you may ask us to provide additional products and upgrades that bring additional functionality to your existing Subscription (“Additional Offerings”).
3. Modifications
  1. 3.1. Change to the Services. HailTrace may make changes to the Services from time to time with or without notice to the Customer.
  2. 3.2. Discontinuation of Service. HailTrace may discontinue any Service with or without notice. The Customer’s sole recourse for any such discontinuance shall be to discontinue and not renew their Subscription to the discontinued Service.
  3. 3.3. Changes to this Online Agreement. HailTrace may change the terms of this Online Agreement from time to time and will post any such changes at www.hailtrace.com/terms-of-service. Your continued use of the Services following such change will constitute acceptance of the same. Changes to this Agreement shall not supersede any Offline Agreements.
  4. 3.4. Other Changes Nothing in this Section 3 (Modifications) limits HailTrace’s ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or technical burden, which you agree HailTrace may make at any time, with or without notice to you.
4. Services And Payment Terms
  1. 4.1. Service Offerings. HailTrace provides Services on an annual, quarterly, or monthly subscription basis (“Subscriptions”), on a package basis where multiple Services are bundled (“Packages”) and a la carte. The costs and fees for Services (collectively, “Fees”) are provided at the time of purchase and depend upon the type of Services and type of offering purchased (e.g., by Subscription, a la carte, etc.).
  2. 4.2. Usage Measurement. Some Subscriptions and Packages are subject to usage-based pricing. Where such pricing is applicable, HailTrace tracks usage of the Services to determine Customer’s usage and Customer agrees that any such determination of usage by HailTrace is binding on Customer for the purpose of calculating Fees.
  3. 4.3. Subscription Auto-Renewal and Recurring Payment. Your Subscription to Services will begin when you’ve requested such Service and we have confirmation that the payment was successfully processed. The Subscription will continue for the Subscription period you’ve purchased (“Billing Cycle”), after which the Subscription will automatically renew for the same period unless, during your then-current Billing Cycle, you opt out inside the Service’s dashboard (if applicable) or provide us with non-renewal notice in writing via email to your account representative or [email protected] we do not receive such in-Service opt-out or written notice of non-renewal, we will automatically charge your Payment Method(s) at the beginning of the new Billing Cycle.
  4. 4.4. Cancellation. Access to canceled services will expire at the end of the Billing Cycle for that specific Service or Subscription.
  5. 4.5. No Refunds. All sales are final, including auto-renewals. No refunds or prorated amounts will be issued for cancellation or termination, regardless of the reason.
  6. 4.6. Billing Cycle. HailTrace may offer various Billing Cycles depending on the Services ordered, which are reflected in the Service description or at purchase.
  7. 4.7. Payment Method. Customer will pay via a current, valid, accepted method of payment as updated from time to time, which may include a credit card transaction or payment through your account with a third party (each, a “Payment Method”). The primary method will be credit card transaction or as otherwise directed by HailTrace. You agree that you are authorized to provide and responsible for the Payment Method used.
  8. 4.8. Updating your Payment Methods. Customer may update their Payment Method either via the settings for a particular Service, or, if the applicable Service does not provide this function, by contacting HailTrace.
  9. 4.9. Payment. All payments are due in United States Dollars (USD) and must come from a United States-based bank or credit account.
  10. 4.10. Credit Card or Debit Card. If Customer is paying with a credit card, debit card, or other non-invoice form of payment, payments are due (a) at the time the Customer places an order for or requests the Services, or (b) at the beginning of the Service’s Billing Cycle , or (iii) as described in an Offline Agreement.
  11. 4.11. Other Forms of Payment. Customer may change its Payment Method to any other method that HailTrace may allow, subject to acceptance by Customer of any additional terms applicable to that Payment Method.
  12. 4.12. Payment Information. Payments made via wire transfer must include the bank information provided by HailTrace.
  13. 4.13. Taxes. Customer is responsible for any surcharges or taxes for Services provided.
  14. 4.14. Payment Disputes. Any payment disputes must be submitted before payment is remitted or before the payment due date, whichever comes first. If the parties determine that certain billing inaccuracies are attributable to HailTrace, HailTrace will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, HailTrace will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Nothing in this Agreement obligates HailTrace to extend credit to any party.
  15. 4.15. Delinquent Payments. Late payments may bear interest at the rate of 3% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by HailTrace in collecting such delinquent amounts.
  16. 4.16. Suspension. If Customer’s payment for the Services is overdue, HailTrace may suspend the Services without notice for so long as the payment remains due and owing to HailTrace. Suspension does not waive the Customer’s obligation to pay.
  17. 4.17. No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for HailTrace to provide a purchase order number on HailTrace’s invoice (or otherwise).
  18. 4.18. Change to Price. Fees for Subscriptions are subject to change upon renewal. Any price changes would take effect on your next Billing Cycle. HailTrace will notify Customer either directly through email or phone call, or indirectly via a website or within the Services at least 45 days in advance of any price changes for a Customer’s Subscription. The cancellation or expiration of a promotion or discount is not considered a change in price.
5. Customer Obligations
  1. 5.1. Compliance. Customer is responsible for the information it provides to create the Account, the security of its passwords and usernames for the Account, and any use of its Account, whether or not authorized by Customer. Customer represents and warrants that the information provided in relation to its Account (including Account creation and maintenance) is true and accurate. HailTrace has no obligation to provide multiple Accounts to a Customer, although HailTrace may choose to do so at its sole discretion. Customer represents and warrants that it will (a) ensure that Customer and its Sub Users’ use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify HailTrace if Customer becomes aware of any unauthorized use of, or access to, the Services, Account, or Customer's password into its Account. HailTrace reserves the right to investigate any potential violation of this Agreement by Customer, which may include reviewing Customer Data. All Sub Users must be the representatives or agents of a Customer and may not be a third party or independent contractor. Customer agrees that it is liable for any act or omission of a Sub User or third party using its Account or Services provided to Customer, whether or not permitted by Customer.
  2. 5.2. Customer Data. As between Customer and HailTrace, Customer is responsible for any and all consents, permissions and notices that are required for the accessing, storing, and processing of Customer Data by Hailtrace or the Services. By providing any Customer Data to us (whether via the Services or otherwise), you grant HailTrace and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, the right to use, reproduce, modify, store and otherwise process Customer Data. Customer represents and warrants that: (a) you own or control all rights in or to the Customer Data or otherwise have all requisite consents necessary to provide us with Customer Data and the foregoing license; (b) none of the Customer Data you provide to us is false, misleading, defaming or violates or infringes the rights of third-parties; and (c) all of your Customer Data and use thereof will comply with this Agreement and applicable law.
  3. 5.3. Additional Products and Third-Party Offerings. Additional Offerings and Third-Party Offerings may be available for use in conjunction with the Services, and may be enabled or disabled by you through the Admin Console or by contacting HailTrace. Any use of Third-Party Offerings and Additional Offerings is subject to this Agreement and any additional terms or restrictions that apply to the Additional Offerings, which may be updated by HailTrace from time to time. Any use of Third-Party Offerings is subject to separate terms, agreements and policies with the relevant service provider (“Additional Product Terms”). For convenience, Additional Product Terms may be located at www.hailtrace.com/terms-of-service/third-party; however, HailTrace does not warrant or guarantee that the foregoing link and webpage has an exhaustive list of Additional Product Terms and it is Customer’s responsibility for ensuring review and compliance with all applicable Additional Product Terms.
  4. 5.4. Administration of Services. Customer may specify through the Service’s settings page one or more Administrators who will have the right to access Admin Accounts. Customer is responsible for (a) maintaining the confidentiality and security of the Sub User Accounts and associated passwords and (b) any use of the Sub User Accounts. Customer agrees that HailTrace is not responsible for the internal administration of an Account, including Account deletion, password management, the permissions and access to Services provided to Sub Users, and modifications and accuracy of Customers Billing Methods, all of which is the responsibility of Customer.
6. License and Acceptable Use
  1. 6.1. Limited Use. The Customer agrees that the Services are not being sold by HailTrace and are provided to Customer pursuant to a license, the terms of which are set forth at the time of purchase. Unless otherwise expressly agreed upon by HailTrace in writing, under no circumstances does HailTrace grant you any right to do or perform the following, all of which Customer agrees shall be a breach of this Agreement: (a) any resale or commercial sublicensing of Services or their contents; (b) any collection and use of any product listings, descriptions, or prices for a purpose that is competitive with HailTrace; (c) creating any derivative of a Service or its contents; (d) any downloading or copying of Account information for the benefit of another merchant; or (e) reproduction, duplication, copying, sale, or other commercial exploitation of the Services. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of HailTrace and our associates without express written consent. You may not use any meta tags or any other "hidden text" utilizing HailTrace’s name or trademarks without the express written consent of HailTrace. Any unauthorized use terminates the permission or license granted by HailTrace. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the homepage of HailTrace so long as the link does not portray HailTrace, its associates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter; HailTrace reserves the right to revoke the foregoing right with or without cause.
  2. 6.2. Restrictions. Customer represents and warrants that it will comply and cause its Sub Users to comply with all laws applicable to its provision, receipt, or use of the Services, as applicable will not, and will not allow Sub Users to: (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services; (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; (d) access or use the Services in violation of this Agreement, in a manner intended to avoid incurring Fees (including creating multiple Customer Accounts to simulate or act as a single Customer Account or to circumvent Service-specific usage limits or quotas); (e) share access to your Account with anyone or any entity other than Sub Users; (f) use or permit use of any robot, spider, other automatic device to access or use the Services; (g) submit or upload into the Services any virus, trojan horse, worm, backdoor, time bomb or other software or hardware device the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm or disable the Services; and (h) commit any act or omission in relation to the Services or use thereof that is fraudulent or misleading.
7. Intellectual Property Rights
  1. 7.1. Intellectual Property Rights. Although we give you permission to use our Services, we retain any intellectual property rights we have in the Services and any modifications thereof, and to the extent you acquire any rights in the Services you hereby irrevocably assign the same to HailTrace. Further, we retain the rights to any anonymized and/or derivative data, products, and/or Services created from Customer Data, provided that Customer retains all ownership and rights to their original Customer Data inputted into Services.
  2. 7.2. Use of Customer Data. Without restriction, Customer grants HailTrace a perpetual, royalty-free license to use Customer Data for the purpose of presenting, providing, creating, deriving, delivering our Services, whether those Services are currently available or may be available in the future, and for our business purposes.
  3. 7.3. Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to HailTrace ("Feedback"). If Customer provides Feedback, Customer agrees and does hereby convey all rights in the same to HailTrace and agrees that HailTrace and its affiliates may, but is not obligated to, use that Feedback without restriction and without obligation to Customer.
  4. 7.4. Using Brand Features Within the Services.HailTrace may provide Services that enable Customer’s logos, trademarks and other designations of source (“Brand Features”) to display within the Services. In such a case, HailTrace will display within the Services only those Customer Brand Features that Customer authorizes by uploading them into the Services. HailTrace will display those Customer Brand Features within designated areas of the web pages displaying the Services to Customer or its Sub Users. Customer may specify details of this use within the Services. HailTrace may also display HailTrace Brand Features on such web pages to indicate that the Services are provided by HailTrace.
  5. 7.5. HailTrace Content and Brand. If you want to use our branding or logos, please request our Brand Permissions Guide via [email protected]. You may use our brand as allowed by these terms, but we retain any intellectual property rights that we have in our content. Do not remove, obscure, or alter any of our branding, logos, disclaimers, or legal notices.
8. Suspension
  1. 8.1. If HailTrace becomes aware that Customer’s or any Sub User’s use of the Services in a way that violates this Agreement, then HailTrace has the sole and final right to Suspend all or part of Customer’s use of Services until the violation is corrected by the Customer. HailTrace has the right to Suspend first then notify later.
  2. 8.2. HailTrace may immediately Suspend all or part of Customer’s use of Services if HailTrace believes: (a) Customer’s or a Sub User’s use of the Services could adversely impact the Services or other customers and their Sub Users of the services; (b) there is suspected unauthorized third-party access to the Services; (c) that immediate Suspension is required to comply with any applicable laws; (d) Customer or their Sub Users are violating this Agreement.
  3. 8.3. HailTrace may at its sole discretion lift any such Suspension when the circumstances causing the Suspension have been resolved.
  4. 8.4. Upon request from Customer, HailTrace will notify Customer of the basis for the Suspension as soon as is reasonably possible.
9. Technical Support
  1. 9.1. Nothing herein requires that HailTrace provide any specific technical support for or service level of any Service. Please send any such requests to HailTrace via [email protected] or, as applicable, within your Services. HailTrace will respond as soon as reasonably possible between the hours of 9am and 5pm Central Time, Monday through Friday excluding holidays.
10. Confidential Information
  1. 10.1. From time to time, HailTrace may share with you proprietary and confidential information, including roadmap plans, and alpha and beta testing for Services (“Confidential Information”).
  2. 10.2. You agree you will only use Confidential Information for the purpose HailTrace designates in writing and for HailTrace’s benefit.
  3. 10.3. You agree you may only disclose Confidential Information to your employees, agents, or professional advisors who need to know it and who have agreed in writing to keep it confidential; provided that, in the event that disclosure is required by applicable law, you may disclose Confidential Information so long as you provide HailTrace written notice of such requirement prior to disclosure in sufficient time for HailTrace to contest the same and, if disclosure is still required, under the protection of a protective order.
11. Term and Termination
  1. 11.1. Termination.
    1. 11.1.1. For Breach. In addition for any termination right noted herein or another agreement among you and HailTrace, HailTrace may terminate this Agreement and your access to the Services immediately if: (a) you are in material breach of the Agreement, or (b) you cease business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
    2. 11.1.2. For Convenience. Customer may stop using the Services at any time. Subject to obligations that, by their terms, survive termination (such as Customer’s confidentiality obligations and obligation to pay all Fees due and owing to HailTrace under this Agreement), Customer may terminate this Agreement for its convenience at any time on prior written notice.
    3. 11.1.3. Due to Law. HailTrace may terminate this Agreement immediately if HailTrace reasonably believes that continued provision of any Service used by Customer would violate applicable law(s).
    4. 11.1.4. Effect of Termination or Non-Renewal. If the Agreement is terminated or expires, then: (a) all rights and access to the Services will cease (including access to Customer’s Customer Data), unless otherwise described in this Agreement; and (b) all Fees owed by Customer to HailTrace are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice. By way of example, downgrade of a higher-tiered offering to a lower-tiered offering of that Service would be considered a Termination or Non-Renewal of that higher-tiered offering and you would lose access to the higher-tiered offering and any data that is directly related to that higher-tiered offering. More specifically a user who downgrades from a national map plan (higher-tiered offering) to a city map plan (lower-tiered offering) would not continue to receive access to the former national map plan.
    5. 11.1.5. No Refunds. Unless agreed upon by HailTrace in writing, termination or non-renewal under any section of this Agreement will not obligate HailTrace to refund or credit any Fees in part or in whole.
12. Publicity
  1. 12.1. Customers may state publicly that it is a HailTrace customer, provided that the HailTrace Brand Features are used in accordance with the HailTrace Brand Guidelines available by contacting HailTrace.
  2. 12.2. HailTrace may use Customer's name and Brand Features in online or offline promotional materials of the Services.
  3. 12.3. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party's Brand Features does not grant rights beyond this Agreement to the party holding Intellectual Property Rights to those Brand Features.
13. Short Message Service (SMS)
  1. 13.1. When you visit HailTrace or send emails, messages, texts, push notifications, chats or other electronic communications to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email, posting notices on this site, texts, messages, push notifications, or other electronic communications. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing
  2. 13.2. Some Services may offer SMS message features that send various SMS messages in order to give them a better-quality service. The App sends verification codes and 2-factor authentication codes may be sent to verify their phone number and account alerts (including weather and live-event notifications) over text messages. These can be configured within Services that offer this feature.
  3. 13.3. You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, re-enable the feature within the Services.
  4. 13.4. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly by contacting us.
  5. 13.5. Carriers are not liable for delayed or undelivered messages.
  6. 13.6. As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. 2FA messaging will have 1msg/request frequency.
  7. 13.7. For more information about how we use your data, see our Privacy Policy.
14. Disclaimer
  1. 14.1. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, HailTrace DOES NOT MAKE AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, TITLE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES AND (B) ANY REPRESENTATIONS ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES. THE FOREGOING DISCLAIMERS ALSO APPLIES TO ANY THIRD-PARTY OFFERINGS OR DATA PROVIDED WITH THE SERVICES.
15. Limitation of Liability
  1. 15.1. Limitation on Indirect Liability. To the extent permitted by applicable law, HailTrace will not be liable for damages of any kind, whether actual, punitive, incidental, indirect, consequential, or special damages, including lost revenues, profits, savings, or goodwill arising from the use of services, the unavailability of services, damage to your computer, or any loss of data or business interruption resulting from the use of services, even if HailTrace has been advised of the possibility of such damages.
  2. 15.2. Limitation on Amount of Liability.Notwithstanding any contrary term herein, you agree that HailTrace shall not be held liable for any amount in excess of the aggregate sum of all payments made by Customer or its Sub Users to HailTrace during the 3-month period immediately preceding the date your claim for any such liability accrues.
  3. 15.3. Unlimited Liabilities. Exclusive Remedy. If you are dissatisfied with any portion of Services or with any of these terms, your sole and exclusive remedy is to discontinue using the Services.
16. Indemnification
  1. 16.1. Customer will defend HailTrace and its Affiliates providing the Services and indemnify them against all claims, losses, liabilities, damages, costs and expenses including without limitation reasonable attorneys’ fees arising from such claim, suit or proceeding brought against HailTrace by any Third-party (whether private or governmental) to the extent arising from (a) any Customer Data or Customer Brand Features, or (b) Customer's, a Sub User's or anyone using Customer’s Account, password, login, use of the Services, or (c) Customer or any Sub User’s violation of law or any part of this Agreement.
16. Miscellaneous
  1. 17.1. Notices. Under the Agreement, notices to Customer will be sent to the email address Customer uses to login or that is otherwise on file with HailTrace. Notices to HailTrace must be sent to [email protected]. Notice will be treated as received when the email is sent. Customer is responsible for keeping its email address current throughout the Term and emails by HailTrace to a non-current Customer email address shall be deemed effective if Customer fails to comply with this obligation.
  2. 17.2. Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.
  3. 17.3. Assignment. Customer may not assign any part of this Agreement without the written consent of HailTrace. We may assign our rights and obligations under this Agreement. Any other attempt to assign is void.
  4. 17.4. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
  5. 17.5. No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
  6. 17.6. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
  7. 17.7. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
  8. 17.8. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
  9. 17.9. Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
  10. 17.10. Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of the State of Oklahoma, U.S.A. without regard to conflict of laws provisions. The parties consent to the exclusive venue of the Courts in Oklahoma County, Oklahoma.
  11. 17.11. Survival. The following Sections will survive expiration or termination of this Agreement: Section 4 (Payment Terms), Section 5 (Customer Obligations); Section 6.2 (Restrictions); Section 7 (Intellectual Property Rights), Section 10 (Confidential Information), Section 11.1.4 (Effect of Termination or Non-Renewal), Section 14 (Disclaimer), Section 15 (Limitation of Liability), Section 16 (Indemnification), and Section 17 (Miscellaneous).
  12. 17.12. Entire Agreement. This Agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms are incorporated by reference into the Agreement. After the Effective Date, HailTrace may provide an updated URL in place of any URL in this Agreement.
  13. 17.13. Conflicting Terms. If there is a conflict between the documents that make up this Agreement and an Offline Agreement, the Offline Agreement will control.
  14. 17.14. Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
  15. 17.15. Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.