Terms of Service

Last Updated: May 18, 2025

This Agreement is entered into between Patlytics, Inc., a Delaware corporation (“Patlytics”) and the entity or person placing an order via the Order Form (“Customer” or “You”). The “Effective Date” of this Agreement is the date set forth in the applicable Order Form (or if none is provided, the date that Customer first registers for the Services).

BY EXECUTING A SIGNED ORDER FORM, CLICKING “SUBSCRIBE” ON THE PATLYTICS ORDER PAGE (THE “ORDER PAGE”), OR OTHERWISE INDICATING ACCEPTANCE VIA AN ONLINE ORDER FORM, SIGNED ORDER FORM, OR AN ONLINE REGISTRATION PAGE (EACH, AN “ORDER FORM”), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (TOGETHER WITH THE ORDER FORM, THE “AGREEMENT”) AND REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND LEGALLY ABLE TO ENTER INTO A CONTRACT.

If You are using the Services on behalf of a company, corporation, partnership, or other legal entity, You represent and warrant that You are authorized to accept this Agreement and bind such entity. If You do not have such authority, or if You do not agree to the terms of this Agreement, You may not access or use the Services.

1. Accepting this Agreement; Definitions

1.1 Acceptance

To use the Services, you must accept this Agreement. If you do not accept, You are not allowed to use the Services. 

Patlytics may update this Agreement by posting changes on our website, effective immediately. Continued use of the Service signifies acceptance of the changes. However, changes to obligations regarding Confidential Information or Your Content require your explicit written consent.

The Services are a research tool, and its AI-generated output may contain errors or be incomplete. It is not legal advice.

1.2 Definitions

Whenever capitalized in this Agreement:

“Authorized Users” means Your employees and contractors  who have been authorized by You to access and use the Services under the rights granted to You pursuant to this Agreement, and for whom access to the Services has been purchased hereunder.

“Content” means materials including, but not limited to, text, graphics, data, articles, photos, images, illustrations, information, and other content that is submitted, displayed, available on, provided, shared, uploaded, posted, or otherwise transmitted through or on the Services.

“Device Data” means information that includes the name of the device, operating system, and browser You are using. Information collected may depend on the type of device You use and its settings.

“Documentation” means Patlytics' user manuals and guides relating to the Services available at www.dashboard.patlytics.ai. 

“Patlytics IP” means the Services, the Documentation, the Software and any and all intellectual property related thereto. 

“Services” means the commercial offerings provided by Patlytics through its website as described in the applicable Order Form. 

“Usage Data” means information about Customer's access, interaction, or use of the Services, including information such as the features you use and the actions you take, session dates, times and duration, as well as your time zone, country, Device Data, etc. Except as required for billing, Usage Data does not include Your Content, or Your Confidential Information.

“Your Content” means any Content that is submitted, provided, shared, uploaded, posted, or otherwise transmitted through or on the Services by or on behalf of You or an Authorized User.

2. Access and Use

2.1 Access

Subject to all terms and conditions of this Agreement, Patlytics hereby grants You a non-exclusive, non-transferable license to access and use the Services during the Term, solely by Authorized Users for Your internal use, and solely in accordance with Patlytics' Documentation. 

2.2 Provision of Use

The Services may be modified, enhanced, or changed by Patlytics at its sole discretion. Patlytics will use commercially reasonable efforts to make the Services available 24/7. However, Patlytics may suspend access to the Services (a “Service Suspension”): (i) for scheduled or emergency maintenance; (ii) if an Authorized User breaches this Agreement; (iii) if Patlytics, in its sole discretion, determines that (A) there is a threat or attack on Patlytics IP; (B) an Authorized User's use disrupts or poses a security risk to Patlytics IP or others; (C) You have ceased business operations; (D) providing the Services is prohibited by law; or (E) Patlytics receives a claim that Your Content may infringe third-party rights (for which You will indemnify Patlytics); or (iv) if a vendor suspends or terminates access to necessary third-party services. Patlytics will use commercially reasonable efforts to restore access promptly after the cause of the Service Suspension is resolved and will not be liable for any resulting damages, including data or profit loss. Patlytics may also remove Content, including Your Content, if it reasonably determines that such Content may violate this Agreement or pose a risk to the Services, Patlytics, or any third party, with or without notice.

3. Intellectual Property Rights

Except as expressly set forth herein, Patlytics alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to Patlytics' business, products, and/or services provided by You, any Authorized User, or any third party on behalf of You (“Feedback”). You hereby assign such Feedback to Patlytics.  This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Services or Software, or any intellectual property rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to Patlytics IP.  

4. Your Responsibilities.

4.1 General. 

You acknowledge and agree that You: (i) are responsible for maintaining the confidentiality of Your username and password; (ii) are responsible for all authorized and unauthorized use of Your account, and any misuse of such account in violation of this Agreement or the Patlytics Privacy Statement (available at www.patlytics.ai) may result in the termination of Your account; and (iii) will notify Patlytics immediately of any unauthorized use of Your account by email to support@Patlytics.com. You are responsible for all uses of the Patlytics IP resulting from access provided by Your, including all acts and omissions of Authorized Users.

4.2 Cooperation. 

You will cooperate with Patlytics in connection with the performance of this Agreement by making available personnel and information, and taking other actions, as Patlytics may reasonably request. You will also establish a password or other procedures stipulated by Patlytics for verifying that only Your designated employees have access to any administrative functions of the Services. You will designate an employee who will be responsible for all communication matters relating to this Agreement (“Primary Contact”).  You may change the Primary Contact at any time by providing written notice to Patlytics (email shall suffice).  

4.3 Use Restrictions. 

You shall not, directly or indirectly: (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to access or discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, Documentation, or data related to the Services (“Software”) (except to the extent such restriction is prohibited by applicable law); (ii) copy, modify, translate, or create derivative works of the Services or Software; (iii) use or access the Services or Software for timesharing, service bureau, or any purpose other than Your internal use as permitted by this Agreement; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Services or Software available; (v) remove any proprietary, copyright, or other notices from the Services or Software; (vi) use the Services or Software in any way that infringes, misappropriates, or violates any intellectual property or other rights, or any applicable law or regulation (including privacy, intellectual property, consumer, child protection, obscenity, or defamation laws); (vii) incorporate the Services or any output into, or use them to develop, any competing product or service; or (viii) permit any third party to do any of the foregoing. You shall use reasonable efforts to prevent unauthorized use of the Services or Software, promptly notify Patlytics of any unauthorized use, and cooperate to prevent or stop such use.

4.3 Patlytics Account. 

You acknowledge and agree that in order to access Patlytics, You may be required to provide certain information related to Your identity and business and receive Patlytics' prior approval. Patlytics will approve users in its sole discretion, and the execution of this Agreement does not constitute Patlytics' approval of You as a User.

4.4 Your Content. 

You are responsible for all Your Content that You contribute to the Services and any Your Content posted or transmitted on or through the Services is the sole Your responsibility and Patlytics does not make any representation, warranty or guarantee as to the accuracy or completeness of Your Content. You represent and warrant that all of Your Content that is provided to Patlytics is true, accurate, valid, current and complete, and that You have all necessary rights, consents and authorizations to provide, share, and use Your Content in connection with the Services. You acknowledge that Patlytics is not liable for any errors or omissions in Your Content and agree that Patlytics has no duty or obligation to update any information contained in Your Content. 

4.5 Excluded Content. 

You shall not provide Patlytics with any of Your Content that constitutes personally identifiable information or is subject to heightened security requirements by law or regulation or contract (examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), and their international equivalents (such of Your Content collectively, “Excluded Content”). Patlytics shall have no responsibility or liability for Excluded Content.

4.6 Third Party Services; User interaction. 

You acknowledge and agree that the Services may contain links or connections to third party websites or services that are not owned or controlled by Patlytics (“Third Party Services”). Patlytics will prominently display when you are being linked, directed or otherwise connected to any such Third Party Services. Patlytics is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Patlytics does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between You and a third party is solely between You and such third party and is governed by such third party’s terms and conditions.

4.7 Artificial Intelligence Tools. 

Subject to this Agreement, Patlytics makes available to You certain artificial intelligence tools in connection with and as part of the Services (collectively, the “Patlytics Tools”).  The Patlytics Tools may leverage third party large language models and artificial intelligence algorithms and platforms (“Third Party AI Services”) to generate summaries, suggested issues and other output (collectively, the “Output”) in response to the Your prompts (“Prompts”). Unless expressly requested by You and agreed to by Patlytics, Patlytics does not use Your Output or Prompts to train the Patlytics Tools. Patlytics has non-retention agreements with its Third-Party AI Services that prohibit saving Prompts or Content, and bar the use of Prompts or other Content for training AI models or subjecting them to human review. 

4.8 Output. 

As between the parties, each of the Prompts and Output are considered “Your Content” for the purposes of the Agreement, and Patlytics hereby assigns to You, all right, title and interest it may have, if any, in and to any Output. You hereby consent and authorize Patlytics to share any information provided by You with one or more Third-Party AI Services providers to the extent required to complete Your request. You are solely responsible for the Prompts, its Outputs and its use thereof. Without limiting the disclaimers in Section 7 below, You are responsible for reviewing any Output prior to its use and exercising its own business and legal judgment as to its suitability for use. Without limiting the foregoing and Your obligations under the Agreement, You shall not use any Prompts or Output that: (a) infringe or misappropriate any third party’s intellectual property rights or other proprietary rights; (b) are deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic or illegal; (c) contain any viruses, worms or other malicious computer programming codes that may damage the Platform; (d) contain any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; or (e) violates any Third-Party AI Services’ terms or policies. Patlytics reserves the right to suspend or terminate Your access to the Patlytics Tools for any failure by Your or an Authorized User to comply with this Section.

5. Fees and Payment. 

5.1 Payment of Fees. 

You shall pay Patlytics the fees set forth on the applicable Order Form (collectively, the “Fees”). Unless otherwise set forth in the Order Form, You shall make all payments hereunder in US dollars within 30 days of the date of invoice. If Your use of the Services exceeds the Service Capacity set forth on the Order Form, You will be invoiced at the end of each calendar month for the excess usage over the Service Capacity, at the rate set forth on the Order Form. 

5.2 Late Fees. 

Except as set forth on any Order Form, Patlytics shall invoice You for all Fees due and payable. If You fail to make any payment after the date on which payment is due, then, without limiting Patlytics' other rights and remedies: (i) Patlytics may charge interest on the past due amount at the rate of 1.0% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You shall reimburse Patlytics for all costs incurred by Patlytics in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 14 days or more, Patlytics may suspend Your and Your Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

5.3 Taxes. 

All Fees and other amounts payable by You under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on Patlytics' income.

6. Confidential Information. 

From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, that is marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees or consultants who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s confidentiality obligations with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Notwithstanding anything else, Patlytics may use Your Content solely to fulfill its obligations and exercise its rights under this Agreement and to create and use Usage Data, provided that any such creation or use does not disclose any of Your Confidential Information. Patlytics may use such Usage Data for its lawful business purposes, including without limitation to improve, provide and enhance the Services and for other development, diagnostics and corrective purposes in connection with the Services and any other Patlytics offerings. 

7. Warranties and Disclaimers.

7.1 Mutual. 

Each party represents and warrants that (i) it is duly organized, validly existing, and in good standing under the laws of the state of its organization; (ii) it has full power and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to the other party herein; (iii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder do not and will not violate any other agreement to which such party is a party or by which it is otherwise bound; and (iv) it and its performance hereunder will comply with all applicable laws and regulations.

7.2 Relationship of the Parties; No Professional Advice. 

You access the Services and all Content provided on or through the Services at Your own risk.  No Content, or any other information, summaries, or documents received from Patlytics can or should be construed as professional advice of any kind (including, without limitation, business, employment, investment, accounting, tax, and/or legal advice).   

7.3 Disclaimer. 

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, THE SERVICES, CONTENT,  PATLYTICS IP AND ANYTHING ELSE PROVIDED BY OR ON BEHALF OF PATLYTICS IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND.  PATLYTICS (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PATLYTICS SPECIFICALLY DISCLAIMS INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, PATLYTICS MAKES NO WARRANTY OF ANY KIND THAT PATLYTICS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. THE PATLYTICS TOOLS ARE INTENDED AS OUTPUT GENERATION TOOLS ONLY. PATLYTICS MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUT WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. PATLYTICS DOES NOT REPRESENT OR WARRANT THAT THE PROMPTS OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.

8. Indemnification.

8.1 Customer Indemnification.

You shall indemnify, hold harmless, and, at Patlytics' option, defend Patlytics from and against from and against any and all third party claims or proceedings (each, a “Claim” and collectively, “Claims”) relating to the Your Content, breach by You or any Authorized User of Sections 4.1 through 4.5 inclusively (Your Responsibilities), or otherwise from Your or any Authorized User’s negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement, provided that You may not settle any third-party Claim against Patlytics unless Patlytics consents to such settlement, and further provided that Patlytics will have the right, at its option, to defend itself against any such third-party Claim or to participate in the defense thereof by counsel of its own choice. 

8.2 Patlytics Indemnification.

Patlytics shall indemnify, hold harmless, and, at Your option, defend You from and against any Claims arising out of arising out of infringement of third party intellectual property rights by or due to Intellectual Property provided by or on behalf of Patlytics, or from Patlytics' negligence or willful misconduct. However, You reserve the right, at Your option, to defend Yourself against any such third-party Claims or to participate in the defense thereof with counsel of Your own choice.

9. Limitations of Liability. 

9.1 Consequential Damages. 

EXCEPT FOR A BREACH OF A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. 

9.2 Direct Liability. 

IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PATLYTICS UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Term and Termination.

10.1 Term. 

Unless earlier terminated as provided in this Agreement, this Agreement shall begin on the start date indicated on the first Order Form and end as of the expiration of the last active Order Form. For each Order Form, unless otherwise provided therein or earlier terminated as provided in this Agreement, the term of such Order Form shall begin as of the date of such Order Form and shall continue until the end of the term set forth in such Order Form, and shall automatically renew for successive renewal terms of equal duration to the initial term unless either party provides notice of non-renewal prior to the end of the then-current term, or, in the case of a term longer than one month, at least thirty (30) days prior to the end of the then-current term.  

10.2 Termination. 

In addition to any other express termination right set forth in this Agreement: (i)  either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for 30 days (or 10 days for Your failure to pay any amount when due) after the non-breaching party provides the breaching party with written notice of such breach; and (ii)  either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.  

10.3 Effect of Expiration or Termination. 

Upon expiration or earlier termination of this Agreement, You shall immediately discontinue use of Patlytics IP and, without limiting Your obligations under Section 6, You shall delete, destroy, or return all copies of Patlytics IP and certify in writing to Patlytics that all Patlytics IP has been deleted or destroyed. No expiration or termination will affect Your obligation to pay all Fees that may have become due before such expiration or termination, or entitle You to any refund.  

10.4 Survival. 

This Section 10.4 and Sections 1, 3, 4.3, 5, 6, 7.2, 7.3, 8, 9, and 11, shall survive any termination or expiration of this Agreement. No other provisions of this Agreement shall survive the expiration or earlier termination of this Agreement.

11. Miscellaneous.

This Agreement represents the entire agreement between You and Patlytics with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties (whether written, oral, or electronic) between You and Patlytics with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Los Angeles, California.  Any dispute, claim or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration exclusively in Los Angeles, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Either party may commence arbitration by providing to JAMS and the other party a written request for arbitration, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with JAMS and with one another in selecting an arbitrator from the JAMS panel of neutrals and in scheduling the arbitration proceedings. The parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. The results of the arbitration shall be final and binding on the parties.   Any arbitration award may be entered in any court in Los Angeles, California.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration or other equitable relief which remedies and relief shall be sought exclusively from the courts of Los Angeles, California.  All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.  Notices must be sent to the contacts for each party set forth on the Order Form or, if the notice relates to Your contact provided to Patlytics by You upon registration to use Patlytics, and to contact@patlytics.com at Patlytics.  Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, this Agreement may be amended only by a writing executed by both parties.  Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Patlytics may utilize subcontractors in the performance of its obligations hereunder.  No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 or, in the case of You, Section 4, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.   The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

How to Contact Us

‍Please contact us at support@patlytics.com if you have any questions or concerns not already addressed in this terms of service.