Terms of Service

Last Updated: September 22, 2021

This Terms of Service governs the use of certain Beyond View services. By executing an order form which incorporates by reference this Terms of Service (“Order Form”): (a) you, or the entity you represent (“You” or “Your”), acknowledge that You have read and understand the Agreement (defined below); (b) You agree to be bound its terms and conditions; and (c) You represent and warrant that You have the authority to enter into the Agreement. You acknowledge that, by executing the Order Form, You are bound by the Agreement, and its terms and conditions.

As used in herein, “Beyond View” refers to Beyond View, Inc., a Delaware corporation, with its principal place of business at 910 Corbett Ave. #3, San Francisco, California 94131, United States; and “You” refers to the individual, company, government or other entity executing the Order Form which references this Terms of Service, with the address set forth in the Order Form. “Party” means You or Beyond View, individually, and “Parties” means You and Beyond View, collectively.

Beyond View reserves the right to amend or modify this Terms of Service in its sole discretion. While Beyond View will use commercially reasonable efforts to generally notify all customers of any material changes (such as via the BV Application (defined below)), You should continue to regularly check the Terms of Service for any such changes. When we make such changes, we will update the “Last Updated” date above, which will reflect the most current Terms of Service. Your continued use the BV Services after the Last Updated date constitutes your acceptance of the updated Terms of Service. If you disagree with the changes, your sole remedy is to discontinue your use of the BV Services by providing Beyond View written notice of your disagreement within thirty (30) days of the Last Update date of such update Terms of Service.    

  1. DEFINITIONS. Unless otherwise provided herein, all capitalized terms shall have the following meanings:

Agreement” means this Terms of Service and any Order Form that incorporates by reference this Terms of Service;

“Authorized Users” means You, Your brokers or Property manager(s), and Your and their employees, consultants and contractors, but excludes any Tenants.

BV Application” means Beyond View’s remote, cloud-based, multi-platform subscription application;

BV Services” means, for a Project, collectively, (a) any BV Twin, (b) the BV Application and (c) specific features and functionality set forth in an Order Form, that You may access and use;

BV Twin” means any Visualization or any “digital twin” of a Project, and any data, information, renderings, virtual environments, or other visual content, generated by, or in connection with, the BV Services; 

Customer Data” means any data or information related to a Project that is submitted or uploaded by You to the BV Services or submitted to Beyond View for uploading to, or use with, the BV Services, including without limitation, CAD files, floor plans, photographs, graphics, images or other digital assets or depictions of a Project, and any names, logos, trademarks or services marks that are unique or specific to You, Your Authorized Users, the Property, the Project or any Tenant of the Property or Project; 

Documentation” means any technical documentation provided by Beyond View to You for the BV Services;

Professional Services” means professional consulting services that Beyond View may provide You as set forth in an Order Form, including any implementation services for the implementation of the BV Services for a Project (“Implementation Services”);

Project” means the portion of the Property described in an Order Form for which Beyond View will create BV Twins and make BV Services available to You;

Property” means the property identified in an Order Form;

Subscription Term” has the meaning given in Section 10.1; 

“Tenant” means, for a Project, an existing or prospective tenant or occupant, or any other third party who is provided access to any Visualization by You (or Your Authorized User) in connection with Your business purposes;

“Third Party Offering” has the meaning given in Section 15.1; and

Visualizations” mean, for each Project, each immersive, interactive three-dimensional digital visualizations in a view only format, in the form of panos, videos and live streams generated by the BV Services.

  1. BV SERVICES. 
  1. Provision of BV Services; Technical Support. Beyond View will provide You with the BV Services for the Subscription Term and any Professional Services specified in the Order Form. Provided that You remain current on Your payment obligations, Beyond View will use commercially reasonable efforts to provide technical support for the BV Application during the hours of 9:00 am and 5:00 pm, Monday through Friday (Pacific Time) (“Technical Support”), exclusive of any downtime necessary for scheduled and emergency maintenance. To enable Technical Support, You must report technical issues in a timely manner by initiating a helpdesk ticket by emailing support@beyondview.com. Additionally, You shall provide assistance requested by Beyond View to diagnose and resolve such issues.
  1. Access to BV Services. During the Subscription Term and in accordance with the terms and conditions herein, Beyond View hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use the BV Services specified in the Order Form, and related Documentation, for Your business purposes.
  1. Authorized Users; Tenants. Access to, and use of, the BV Services is permitted only by Authorized Users for the benefit of You, who have been supplied with user identifications and passwords. You shall require that all Authorized Users keep user identifications and password information strictly confidential and not share such information with any unauthorized person. Additionally, notwithstanding the previous sentence, You, either directly or via Your Authorized Users, are authorized to make available the Visualizations for viewing only by Tenants for evaluation of the applicable Project by making a related URL link available. You remain responsible for the use of the BV Services by Authorized User and the use of the Visualizations by Tenants. 
  1. Restriction on Use. You will not, and will not permit any third party to: (a) license, sublicense, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or make the BV Services or Documentation available to any third party, other than Your Authorized Users (provided, however, Visualizations may be made available to Tenants as set forth herein); (b) alter, modify or create derivative works of the BV Services or Documentation; (c) frame or mirror any content forming part of the BV Services or Documentation other than for Your own internal business purposes; (d) reverse engineer, decompile, disassemble, or otherwise seek to discover or obtain the source code of the BV Services for any purpose (except to the extent the foregoing restriction is expressly prohibited by applicable law); (e) access the BV Services to build a competitive product or service, or copy any ideas, features, functions or graphics of the BV Services, or permit any third party to do the same; (f) send to or store in the BV Services any infringing, inappropriate, unlawful or tortious material; (g) send to or store any malicious code in the BV Services; (h) interfere with or disrupt the integrity or performance of the BV Services or the data contained therein; (i) attempt to gain unauthorized access to the BV Services or its related systems or networks; (j) use the BV Services other than in accordance with the Agreement or in violation of any applicable laws or regulations; (k) remove or obscure any proprietary or other notices contained in the BV Services or any Documentation; or (l) publicly disseminate information regarding the performance of the BV Services (such as benchmarking results).
  1. You Responsibilities. You shall: (a) prevent unauthorized or unlawful access to, or use of, the BV Services; (b) use, and cause Your Authorized Users and Tenants to use, the BV Services or the Visualizations, respectively, in compliance with the Agreement and all applicable laws; (c) cooperate with Beyond View in Beyond View’s performance of any Professional Services, including, without, limitation, in Beyond View’s performance of Implementation Services (if applicable); and (d) allow Beyond View, in its performance of any Professional Services (including Implementation Services), to access, survey and assess the Project and the Property and take measurements, photographs and other images of the interior and exterior (subject to scheduling with existing Tenants so as to not unreasonably disturb or interfere therewith and/or normal operations of the Property).
  1. PROPRIETARY RIGHTS.
  1. Beyond View Intellectual Property Rights. Beyond View and its licensors retain all right, title and interest, including all related intellectual property rights, in and to the BV Services, the Documentation, its Confidential Information and any technology developed from any services performed by Beyond View for You herein, and all derivative works, improvements or modifications thereto by whomever made. For the avoidance of any doubt, the Agreement does not constitute a sale of any BV Services, the Documentation, any BV Twin, Beyond View Confidential Information or any other technology developed from any services performed by Beyond View and no rights are granted to You hereunder other than as expressly set forth herein.
  1. Feedback. In the event You provide Beyond View with any suggestions, ideas, improvements or other feedback with respect to the BV Services, Documentation or other services (“Feedback”), You hereby grant Beyond View a non-exclusive, perpetual, irrevocable, sub-licensable, transferable, royalty-free, fully paid-up worldwide right and license to use and exploit such Feedback in any manner Beyond View deems fit.
  1. USE OF CUSTOMER DATA. You and Your licensors retain all right, title and interest in and to all Customer Data. You represent and warrant that: (a) Your use of the BV Services and all Customer Data (including use thereof by Beyond View as contemplated in the Agreement) is at all times compliant with Your privacy policies and all applicable laws and regulations (including applicable data protection laws); and (b) You have sufficient rights in the Customer Data to grant the rights granted to Beyond View below and that the Customer Data does not infringe or otherwise violate the rights of any third party. You hereby grant Beyond View a non-exclusive, worldwide, unrestricted and irrevocable right and license to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data to the extent necessary (i) to provide the BV Services in accordance with the Agreement and (ii) to calculate benchmarks and perform other analyses (including combining Customer Data with other data collected or generated by Beyond View from the BV Services) that it may use internally and/or provide, from time to time, to third parties in an anonymized or aggregated manner for a fee or otherwise; provided, that under no circumstances will Beyond View’s use thereof identify You, the Project, the Property or any Tenant.
  1. FEES AND PAYMENT.
  1. Fees and Payment. Unless otherwise expressly provided in an Order Form, You shall pay all fees within thirty (30) days of Your receipt of Beyond View’s invoice. Beyond View will invoice You as follows: (i) for the BV Services for the Subscription Term, annually in advance; and (ii) for any Professional Services, in full in advance of the performance of such services. Any late payment shall be subject to interest that accrues at a rate of the lower of one and one half per cent (1.5%) per month or the highest rate permitted by law, plus costs of collection. Except as otherwise provided in the Order Form or this Terms of Service, all fees must be paid in United States dollars, are based on products and services purchased and not actual usage, and are non-cancellable and non-refundable. The fees do not include, and You shall be solely responsible for, any and all direct or indirect local, state, federal or foreign sales, use, GST, value-added withholding, or similar taxes or levies, other than taxes based on the income of Beyond View. Such taxes or levies shall not be considered a part of, a deduction from, or an offset against, the fees. If applicable, You shall provide evidence of Your exemption from such taxes. For each Renewal Subscription Term (defined in Section 10.1), Beyond View may adjust the fees for the BV Services or Professional Services upon written notice to You at least sixty (60) days prior to the expiration of the then current Subscription Term.
  1. Suspension of Service. If Your account is ten (10) days or more overdue or if Beyond View in good faith believes that You are engaging in unauthorized conduct in Your use of the BV Services, in addition to any of its other rights or remedies, Beyond View may suspend Your access to the BV Services without liability to You until, as applicable, such amounts are paid in full or until You stop engaging in such unauthorized conduct.
  1. CONFIDENTIALITY. Each Party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing Party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Agreement, the Documentation, the BV Services, fees and pricing information and any performance information (e.g., benchmarking results) relating to the BV Services are the Confidential Information of Beyond View. Except as expressly authorized herein, the Receiving Party will (a) hold in confidence Confidential Information, taking precautions that it would take for its own Confidential Information of a similar nature but not less than reasonable care, and (b) not disclose or use any Confidential Information except in furtherance of the Agreement and as otherwise expressly permitted herein. Receiving Party may disclose the Disclosing Party Confidential Information to its employees, consultants or contractors who have a bona fide need to know such Confidential Information for the purposes of this Agreement; provided, that each such employee, consultant or contractor is subject to terms of confidentiality no less restrictive than those set forth herein. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become generally available to the public through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such Confidential Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information that it is required to disclose pursuant to any applicable law, rule or regulation of any court or government agency of competent jurisdiction, or any legal process; provided that the Receiving Party provides the Disclosing Party with prompt written notice of the requirement to disclose prior to such disclosure, reasonable assistance in opposing or limiting such disclosure and limits the disclosure to that strictly required by such court, government agency or legal process. Each Party acknowledges that disclosure of Disclosing Party Confidential Information would cause immediate and irreparable harm to the Disclosing Party and that, in such event, the Disclosing Party shall be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief, without the posting of a bond or the necessity of showing actual monetary damages.
  1. WARRANTIES.
  1. Mutual Warranties. Each Party represents and warrants to the other Party that it has the power and authority to execute, deliver, and perform its obligations under the Agreement.
  1. Beyond View Warranties. Beyond View warrants to You that the BV Services will operate in conformity in all material respects with the applicable Documentation and that any Professional Services will be performed in a competent and workmanlike manner consistent with general accepted industry standards. Your sole and exclusive remedy, and Beyond View’s sole liability, for any breach of this warranty shall be for Beyond View to correct or re-perform the BV Services or Professional Services at Beyond View’s expense in accordance with its Technical Support obligations in Section 2.1. 
  1. DISCLAIMERS OF WARRANTY. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION 7, THE BV SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED ON AN “AS IS” BASIS. NEITHER BEYOND VIEW NOR ITS SUPPLIERS MAKE OTHER WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY OR NONINFRINGEMENT. BEYOND VIEW DOES NOT WARRANT THAT THE BV SERVICES OR PROFESSIONAL SERVICES ARE ERROR-FREE OR THAT YOU WILL BE ABLE TO ACCESS OR USE THE BV SERVICES OR PROFESSIONAL SERVICES WITHOUT PROBLEMS OR INTERRUPTIONS. 
  1. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY: (A) LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY YOU FOR THE BV SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING WHEN THE LIABILITY AROSE. THE FOREGOING LIMITATIONS ON LIABILITY WILL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS IN SECTION 9 (INDEMNIFICATION), A BREACH OF SECTION 6 (CONFIDENTIALITY) OR YOUR BREACH OF SECTIONS 2 (SERVICES) OR 5 (FEES AND PAYMENT). FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANY CONTRARY TERM HEREIN, UNDER NO CIRCUMSTANCES WILL BEYOND VIEW HAVE (A) ANY LIABILITY TO YOU OR ANY THIRD PARTY RESULTING FROM ANY PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, ARISING FROM ANY OF YOUR PRODUCTS OR SERVICES OR (B) ANY OBLIGATION TO PROCURE ANY SUBSTITUTE TECHNOLOGY OR SERVICES FOR YOU.
  1. INDEMNIFICATION.
  1. Beyond View Indemnity.  Beyond View (“Indemnifying Party”) shall defend, indemnify and hold harmless You (“Indemnified Party”) from and against any and all third party claims asserted against an Indemnified Party (and all resulting, to the extent payable to unaffiliated third parties, damages, losses, liabilities, penalties, costs and expenses, including reasonable attorneys’ fees and costs) (“Losses”) arising out of the alleged infringement or misappropriation of a copyright, trade secret, trademark or United States patent by the BV Services. If any claim which Beyond View is obligated to defend has occurred, or in Beyond View’s determination is likely to occur, Beyond View may, in its sole discretion and at its option and expense: (a) obtain for You the right to use the allegedly infringing item; (b) substitute a non-infringing replacement for such item; or (c) if in Beyond View’s opinion neither item (a) nor (b) are reasonably available, terminate the Agreement and refund to You the fees paid by You for the subscription of the BV Services in an amount pro-rated for the portion of the Subscription Term which was paid by You but not rendered by Beyond View. The foregoing indemnification obligation of Beyond View shall not apply if such claim arises out of: (1) the use of the BV Services in combination with any Third Party Offering or any software, hardware, network or system not supplied by Beyond View; (2) any modification or alteration of the BV Services (other than by Beyond View); (3) where You continue the allegedly infringing activity after being informed of a modification that would avoid the alleged infringement or misappropriation; or (4) use of the BV Services other than in accordance with the terms and conditions of the Agreement. THIS SECTION 9.1 SETS FORTH BEYOND VIEW’S SOLE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
  1. You Indemnity. You (“Indemnifying Party”) shall indemnify, defend and hold harmless Beyond View (“Indemnified Party”) from and against any and all Losses arising out of (i) any Customer Data (including, without limitation, the violation of any laws, regulations or privacy rights), (ii) Your use of BV Services or (iii) any claim of infringement, misappropriation or violation of any third party intellectual property or other proprietary right arising from or related to Your use of the any third party products or services (including any Third Party Offering) in combination with the BV Services.
  1. Personal Injury and Property Damage. Each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (“Indemnified Party”) from and against any Losses arising from any bodily injury or death to any person, or any property damage to any tangible property, to the extent such injury, death or property damage is caused by the willful misconduct or grossly negligent acts or omissions of the Indemnifying Party.
  1. Procedure. The Indemnifying Party’s indemnification obligation is subject to the Indemnifying Party receiving (i) prompt written notice from the Indemnified Party of such claim (but in any event, notice in sufficient time for the Indemnifying Party to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of the Indemnified Party at Indemnifying Party’s expense.
  1. TERM AND TERMINATION.
  1. Term. This Terms of Service commences on your acceptance of this Terms of Service as set forth herein and remains in effect, until terminated in accordance with this Section 10. Each Order Form will have an initial Subscription Term (“Initial Subscription Term”) set forth therein. Upon expiry of such Initial Subscription Term, the Order Form will automatically renew for additional one (1) year periods (each, a “Renewal Subscription Term”; and collectively with the Initial Subscription Term, the “Subscription Term”), unless either Party provides written notice to the other Party of non-renewal at least thirty (30) days prior to the then-current Subscription Term. 
  1. Termination. Either Party may terminate this Terms of Service or an Order Form as follows: (a) upon thirty (30) days written notice if the other Party breaches any material provision of this Terms of Service or the Order Form and does not cure such breach before the end of such cure period; (b) effective immediately and without notice if the other Party ceases to do business or otherwise terminates its operations, except as a result of a permitted assignment hereunder; or (c) if the other Party seeks protection under any bankruptcy, receivership, trust deed, creditor’s arrangement or comparable proceedings, if such proceeding is instituted against that Party (and not dismissed with sixty (60) days thereafter). Any termination of this Terms of Service will automatically terminate all Order Forms.
  1. Effect of Termination. Upon early termination or expiration of this Terms of Service or the Order Form, (a) Your access to, and use of, the applicable BV Services shall immediately cease (including any access to, or use of, any Third Party Offering with the BV Services, including those made available to You through the BV Services), and (b) the Receiving Party shall destroy or return, upon Disclosing Party’s request, all Confidential Information in its possession. Upon any early termination or expiration of this Terms of Service or Order Form, all applicable payment obligations with respect to unpaid subscriptions to the BV Services or fees for other services (including those payment obligations arising in the then-current Subscription Term) are irrevocable and You are to pay such amounts promptly to Beyond View on termination or expiration of this Terms of Service or Order Form, as applicable, and You will not be entitled to any refund of any prepaid amounts. The following Sections shall survive any expiration of termination of this Terms of Service: Sections 2.4 (Restrictions on Use), Section 3 (Proprietary Rights), Section 4 (Use of Customer Data), Section 5 (Fees and Payment), Section 6 (Confidentiality), Section 7.3 (Disclaimers of Warranty), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10.3 (Effect of Termination) and Section 15 (Miscellaneous).
  1. PRESS RELEASE. Neither Party will issue a press release, public announcement or other disclosure to any third party regarding the relationship of the Parties under, or the transactions contemplated by, the Agreement without the advance written consent of the other Party.
  1. ASSIGNMENT. Except for any subcontractors under the Agreement, neither Party may assign the Agreement or any of its rights, by operation of law or otherwise, or delegate any of its duties hereunder, in whole or in part, without the other Party’s prior written consent; provided, however, either Party may assign the Agreement, without the consent of the other Party, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under the Agreement in breach of the previous sentence shall be void and of no effect. 
  1. EXPORT.  Pursuant to all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations (collectively, “Export Controls”), You expressly agree that You shall not, and shall cause Your representatives to agree not to, export, directly or indirectly, re-export, divert, or transfer the BV Services, Documentation, Beyond View Confidential Information to any destination, company or person restricted or prohibited by Export Controls.
  1. GOVERNMENT USERS. If You are a branch or agency of the United States Government, the BV Services, Documentation and any other services provided by Beyond View hereunder, are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 49 C.F.R. 12.212, and are provided to You either (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R.  12.212 or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3.
  1. MISCELLANEOUS.
  1. Third Party Offerings. Certain third-party providers (each, a “Third Party Provider”), some of which may be listed on Beyond View’s website or on the BV Application, offer products and services that are compatible for use with the BV Services, including hardware, software applications and services that may be made available to You through Your access to, and use of, the BV Services in order to provide specific features and functionality for the BV Services (e.g., virtual reality capabilities) and/or for which You may directly pay Beyond View pursuant to an Order Form (each, a “Third Party Offering”). Notwithstanding any contrary term herein and for the avoidance of any doubt, Beyond View does not warrant and is not liable for any such Third Party Offering, including those that may be designated by Beyond View as “certified,” “validated” or otherwise. You acknowledge that such Third Party Offerings are provided pursuant to the terms of the applicable third party agreement between You and such Third Party Provider, and Beyond View assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any such Third Party Offering.
  1. Independent Contractors. The Parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
  1. Force Majeure. Neither Party shall be liable to the other Party for any delay or failure to perform any obligation under the Agreement (except for Your obligation to pay fees) if the delay or failure to perform is due to unforeseen events which are beyond the reasonable control of such Party (“Force Majeure Event”), such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. Any Party claiming a Force Majeure Event shall provide prompt notice thereof to the other Party and make commercially reasonable efforts to overcome the effect of such Force Majeure Event. If such Force Majeure Event prevents the Party from substantially performing its obligations hereunder for a period of ten (10) days or more, either Party may terminate the Agreement on five (5) days written notice.
  1. Severability. If any provision of the Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in effect.
  1. Governing Law; Jurisdiction and Venue. The Agreement shall be governed by the laws of the United States and the State of California, excluding its conflict of laws rules. The United Nations Convention on the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to the Agreement. The Parties hereby submit to the exclusive jurisdiction of, and waive any venue jurisdiction or venue objections against, the state and Federal courts located in San Francisco County, California.
  1. Notice. Any notice or communication required or permitted under the Agreement shall be in writing to the Parties at the addresses set forth on the first page of the Agreement for Beyond View and the Order Form for You, or at such other address as may be given in writing by either Party to the other, and shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
  1. Entire Agreement. This Terms of Service, together with each Order Form, is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of the Agreement. Purchase orders (and similar documents) issued by You are for administrative purposes only (e.g., setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such order shall not apply (even if the order is accepted, or performed on by Beyond View). In the event of a conflict between any Order Form and this Terms of Service, the Order Form will control.