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These Gloo, LLC (Gloo) Services Terms of Service (Terms), and the policies and other documents referenced in these Terms, together form an agreement (Agreement) between you and Gloo. Gloo will grant you access to its products, services, and software (the “Offerings”) specified in your accepted orders (“Orders”) only if you agree to the terms of this Agreement

This Agreement will form a binding legal agreement between you and Gloo regarding the Offerings as of the date you first accept these Terms, including electronically (Effective Date). You and Gloo are each a party to this Agreement and together are the parties to this Agreement.

By accessing or using an Offering you represent and warrant that you are at least eighteen (18) years of age and have the legal capacity and authority to enter into a binding contract. If you are under eighteen (18) years of age, you are not permitted to use the Offerings. By using the Services, you acknowledge and agree that you are bound by these Terms of Service.

Please read these Terms carefully. IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT MEET ALL OF THE QUALIFICATIONS IN THESE TERMS, YOU MAY NOT ENTER THIS AGREEMENT OR ACCESS OR USE THE OFFERINGS.

THESE TERMS CONTAIN AN ARBITRATION PROVISION WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

1. You and Your Organization

If you have entered this Agreement on your own behalf (to use the Offerings yourself, for your own benefit), then these Terms apply to you as an individual. If you have entered this Agreement on behalf of an organization or entity (so that the entity or organization can use the Offerings for its benefit), then these Terms apply to that entity or organization and to all Users of that entity or organization. In either case, you agree you have the authority to enter into these Terms, whether on your own behalf or on behalf of that entity or organization.

2. Eligibility

Certain Offerings may have additional eligibility requirements. You acknowledge and understand that all Offerings may not be available to you. If you do not meet the eligibility requirements for an Offering, you are not permitted to access or use that Offering.  Gloo may further limit your ability to use a particular Offering (in whole or in part), if it is determined that your use is not appropriate for that Offering.

3. Additional Terms

Certain Offerings are subject to additional or supplemental terms, available here (Supplemental Terms). When you enter into an Order for an Offering having Additional Terms, those Additional Terms form a part of this Agreement. The Additional Terms control over this Agreement only as stated in the Additional Terms. You are responsible to review all Additional Terms applicable to your Offerings.

4. Additional Agreements

An Additional Agreement is another separate agreement that you enter with Gloo regarding an Offering not covered by this Agreement. An Additional Agreement applies only to the Offering(s) under that Additional Agreement and controls over this Agreement only as to the Offering(s) covered by the Additional Agreement. This Agreement will continue to control as to all other Offerings subject to Orders under this Agreement.

5. Orders

Orders under this Agreement specify the Offerings you have selected to receive from Gloo. Each Order applies only to the Offerings specified in that Order. Gloo has no obligation or responsibility with respect to an Order until accepted by Gloo, in its sole discretion. Only the terms of each Order accepted by Gloo will become part of this Agreement. Any terms that you may provide to Gloo, including in connection with an Order, are void and unenforceable. These Terms prevail over the terms of each Order in the event of a conflict.

6. Offerings

Gloo will provide each Offering as specified in this Agreement and the Order(s) for that Offering. All applicable performance and support commitments for each Offering are specified in the Order(s) for that Offering.

7. Third Party Offerings

Certain Offerings may be provided by third parties (Third Party Offerings).  You acknowledge that Gloo does not operate, control, or endorse Third Party Offerings and you assume sole responsibility for your use of any Third Party Offering.  You may be required to agree to additional terms and conditions applicable to a Third Party Offering (Third Party Terms).  Third Party Terms shall control only as to the Third Party Offering(s) covered by those Third Party Terms and this Agreement will continue to control in all other respects.

8. Free and Trial Offerings

If Gloo provides you with any Offerings without charging a fee or any trial or evaluation versions of any Offerings, Gloo may modify or terminate any such Offering at any time with or without notice. Each free, trial, or evaluation Offering is subject to any additional use limits applicable to that Offering. Gloo's entire liability for all claims and liabilities related to any free or trial Offering or your use of any free, trial, or evaluation Offering will not exceed $100.

9. Use of the Offerings

Access to and use of each Offering is subject to the terms of this Agreement, including any terms specified in the Order(s) for that Offering. Unless additional rights are specified in the Order(s) for an Offering, you may access and use each Offering solely for your own internal purposes and benefit, subject to the terms of this Agreement and only to the extent authorized in the Order(s) for that Offering. Gloo reserves the right to audit your use of any Offering to ensure compliance with the terms of this Agreement.

10. Acceptable Use

Access to and use of the Offerings is also subject to the Gloo Services Acceptable Use Policy (AUP). In addition to the terms of this Agreement, You agree that you and your Users will access and use each Offering only in accordance with the AUP.

11. Users and Accounts

An Account is an account created for you through which you may access the Offerings. If you have entered this Agreement on your own behalf, you may create an Account for yourself. If you have entered this Agreement on behalf of an organization or entity, you may also create Accounts for your authorized personnel. In either case, all use of and access to each Account and the Offerings is only for your own purposes. Users are you and, if applicable, your authorized personnel. Each Account (and the associated Account credentials) are personal to and only for use by an individual User. You are responsible for the access to each Account and all Offerings by each User. You will ensure the security and confidentiality of all Account credentials. You will immediately notify Gloo if you become aware of any known or suspected unauthorized access to or use of any Offering or Account or any other unauthorized use(s) or breach(es) of security of any Offering or Account (or any Account credentials). You may have the ability to set access levels and privileges for an Account. The levels and privileges control the rights given to the User of that Account. You are solely responsible for the access levels and privileges set for each Account.

12. Interactions with Others

The Offerings allow you to connect, interact and communicate with others through Offerings.  By connecting, interacting or communicating with others, you are agreeing to allow those others to connect, interact and communicate directly with you through the Offerings.  You are solely responsible for all communications between you and any others through the Offerings.  When you connect, interact or communicate with others through the Offerings, you consent and agree that Gloo may disclose any Content that you provide through any connection, interaction, or communication.  

13. Communications

Certain Offerings may permit you to send communications to third parties, including for purposes of lead generation and management of relationships, as well as other informational, marketing, and commercial communications, including via mail, email, and text messages (Communications).  You are solely responsible for all Communications you send through the Offerings.  You warrant and covenant that you have the right and authority to send all Communication to the recipient and that you have obtained all authorizations, consents, and permissions necessary under applicable Law to send each Communication.  You will not initiate or send any Communication in violation of any applicable Law or in a manner that would cause Gloo to violate any applicable Law, including any Law concerning calling and text messaging, telemarketing, and e-mail marketing.  

14. Restrictions

The assessments and other Services, and the software, hardware, databases, or other technology we use to operate or provide you with the assessments and other Services (“Technology”), are the valuable property of Gloo. You will not, and will not knowingly permit any third party to: (1) access or use your Account or any assessment or other Services except as expressly permitted by these Terms; (2) access or use your Account or any assessment or other Services in any unlawful or illegal manner; (3) use automated scripts to collect information or data from or otherwise interact with your account or any assessment or other Services or any Technology; (4) alter, modify, reproduce, create derivative works of your Account or any assessment or other Services or any Technology; (5) distribute, resell, lend, loan, lease, license, transfer, or otherwise make available to any third party access to your Account or to any assessment or other Services or any portion of the Technology; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in any Services or any of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any Services or any of the Technology; (8) interfere in any manner with the operation of any Services or any of the Technology or in any other manner that could damage or impair any Services or any of the Technology; or (9) alter, obscure or remove any copyright notice, copyright management information, or proprietary legend contained in or on any Services or Technology.

15. Your Content

Content is information, data, and other content. Your Content is the Content that you and your Users provide or make available through any Account or in connection with any Offering. You are responsible for Your Content and will ensure that Your Content is accurate, complete, and updated. Unless otherwise specified in an Order, Gloo is not responsible for Your Content or for any deletion, destruction, damage, correction, loss or failure to store or back-up Your Content. Providing Your Content does not affect your existing rights in Your Content. When you provide or make available Your Content, you agree to obtain for Gloo, and you grant to Gloo, all rights, permissions, and consents necessary for Gloo and its affiliates, contractors, and subprocessors to access, use, provide, store, and process Your Content  to manage and provide the Offerings and for any additional purpose specified in any Order or in any Additional Agreement. Gloo will use commercially reasonable efforts to remove Your Content from the systems Gloo uses to provide an Offering upon the termination of your access to that Offering, provided that Gloo may retain certain of Your Content where it has a legal need to do so and certain of Your Content may remain in Gloo's backup systems until deletion, as governed by Gloo's applicable data retention practices.

16. Gloo Content

Gloo Content is any Content made available through an Offering, whether provided by Gloo or a third party, other than Your Content. As between Gloo and you, Gloo Content is owned by Gloo and its third party providers. Unless otherwise specified in an Order, Gloo Content is for informational purposes only and Gloo is not responsible for any errors or omissions in any Gloo Content. You are solely responsible for verifying the accuracy, completeness, and applicability of all Gloo Content and for your own use of all Gloo Content. Subject to those requirements, unless additional rights are specified in the Order(s) for any Gloo Content, you may access and use Gloo Content only in the form provided through each Offering, solely for your own internal purposes, in connection with your use of that Offering, subject to the responsibilities and restrictions specified in this Agreement.

17. Fees and Payment; Taxes

Except for Offerings available for free, all Offerings are subject to a Fee. Fees include the fees and other charges applicable to each Offering, as specified in the Order(s) for each Offering. You agree to pay all Fees for each Offering, including for use in excess of any applicable use limits and for late payment. The Fees for each Offering are for the term of the Offering, as specified for that Offering. Gloo may change the Fees for an Offering upon any renewal of the term of the Offering or as otherwise specified in the Order for the Offering. You are responsible for paying the specified Fee for the entire term of each Offering, even if you are paying monthly, the term ends early, or you stop using the Offering before the end of the term. Fees subject to monthly payment are due and payable in advance on a monthly basis. Fees subject to annual payment are due and payable in advance on an annual basis. You agree to provide Gloo a payment card or bank account for Gloo to charge and collect all Fees when they are due. You are responsible for maintaining complete, accurate, and valid payment card or bank account information and notifying Gloo of any changes. Gloo may suspend or terminate your use of any Offering if Gloo is unable to collect payment of any Fees when due, including if a charge to your payment card or bank account is denied or unsuccessful for any reason. Gloo does not give credits or refunds for any Fees once paid. Fees do not include any local, state, federal or foreign taxes or any other duties, tariffs, or other charges of any nature imposed by any governmental entity. You are responsible for and agree to pay to each applicable government authority all taxes or other charges resulting from your use of the Offerings.

If a third party has agreed to pay any Fees for an Offering on your behalf, Gloo will charge the third party payor for the specified Fees, but you will remain responsible for any portion of any Fees not paid by the third party payor and for any additional Fees incurred in connection with the Offering, including any Fees associated with any renewal of the term of the Offering. If Gloo is unable to collect payment of any Fees from a third party payor, you remain responsible for payment of those Fees in accordance with this Section.  

To the extent that the Fees for any Offering are based on an estimate of your size (for example, your average congregation size) or your usage of the Offering, Gloo reserves the right to verify such information and to adjust the Fees as necessary over the term of the Offering.

18. Data Protection

While the Gloo Privacy Statement is not a part of this Agreement, all personal information received or collected by Gloo as a Data Controller regarding you and any other Users is subject to Gloo's Privacy Statement.

The Gloo Data Processing Agreement (DPA) applies when Gloo processes personal information on your behalf as a service provider through an Offering. 

The Gloo information security program applies to all Offerings and is described in the Gloo Security Statement. 

19. General Warranties

Each party warrants and covenants to the other that: (1) it has the legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation of that party; and (3) it has the legal right and authority to perform its obligations under this Agreement.

20. Compliance Warranties

You acknowledge that the Offerings are general purpose online services and are not specifically designed to facilitate compliance with any specific Law.  You agree that you are solely responsible for determining whether any Laws apply to you or your use of or access to the Offerings, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 42 C.F.R. Part 2, the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, Telephone Consumer Protection Act (TCPA), Telemarketing and Consumer Fraud and Abuse Prevention Act (TCFAPA), and the Telemarketing Sales Rule.  You warrant and covenant to Gloo that your use of and access to the Offerings will comply with all such Laws and all rights of third parties and will not cause Gloo itself to violate any applicable Law or third party rights.  You further warrant and covenant that your use of and access to the Offerings will comply with all applicable professional standards (e.g., licensure requirements) and mandatory reporting obligations (e.g., obligations to report certain issues about children, at risk adults or others to law enforcement or others).  

21. Content Warranties

You warrant and covenant to Gloo that you have (or will obtain) all rights, permissions, authorizations and consents necessary to provide Your Content to Gloo for the use of Your Content by Gloo as permitted under this Agreement and/or as needed for the Offerings.  You further warrant and covenant to Gloo that if you collect or obtain Content from or relating to individuals, or from organizations which collect or maintain Content from or relating to individuals, you will provide those individuals with a legally sufficient privacy notice and any legally required notices, permissions, authorizations or consent(s) necessary for your ,collection, use or sharing of that Content under applicable Law.  

22. Performance Warranty

Gloo warrants and covenants to you that Gloo provides all Offerings using commercially reasonable care and skill in accordance with any service levels specified in the Order(s) for those Offerings. The warranty for each Offering ends when the term of that Offering ends.

23. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THE WARRANTIES SECTION, THE OFFERINGS AND OTHER OBLIGATIONS OF GLOO UNDER THIS AGREEMENT ARE PROVIDED BY GLOO AND ITS PROVIDERS "AS IS" AND "AS AVAILABLE," WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS. GLOO EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIS AGREEMENT AND ALL OFFERINGS AND OTHER OBLIGATIONS OF GLOO, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GLOO DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT REGARDING ANY THIRD PARTY OFFERING.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GLOO OR ITS REPRESENTATIVES WILL CREATE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS UNLESS CONFIRMED IN WRITING BY GLOO AS AN AMENDMENT TO THIS AGREEMENT. Gloo will not be liable to you or any other third party for any Content under any applicable Law, including the Communications Decency Act, 47 U.S.C. § 230.

24. Indemnity

If a third party asserts a claim against you that an Offering (other than a Freemium), in the form obtained under this Agreement, when used by you in compliance with this Agreement, infringes a patent or copyright of that third party, Gloo will defend you against that claim and pay any amounts finally awarded by a court against you or included in a settlement approved by Gloo. Gloo has no responsibility for claims based on or involving any Third Party Offerings or other non-Gloo products, services, or offerings, any other services or items not provided by Gloo, any violation of this Agreement or any applicable Law or third party rights caused by you, any of Your Content, or any materials, designs, or specifications not provided by Gloo.  If a third party asserts a claim against Gloo relating to (1) your access to or use of an Offering, (2) Your Content, (3) your breach of this Agreement or any applicable Law or rights of a third party, or (4) your negligence or willful misconduct, you will defend Gloo against that claim and pay any amounts finally awarded against Gloo or included in a settlement approved by Gloo.  Each of us will promptly (a) notify the other in writing of any claim, and (b) reasonably cooperate in and supply information and assistance reasonably requested by the other regarding any claim. In the case of any claim relating to an Offering, you will allow Gloo to assume and control the defense and settlement of the claim, including mitigation efforts.

25. Liability

THE ENTIRE LIABILITY OF GLOO AND ITS PROVIDERS FOR ALL CLAIMS RELATED TO THIS AGREEMENT OR ANY OFFERING (OTHER THAN A FREEMIUM) WILL NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES UP TO THE AMOUNTS PAID FOR THE OFFERING THAT IS THE SUBJECT OF THE CLAIM IN THE 3 MONTH PERIOD PRECEDING THE EVENTS INITIALLY GIVING RISE TO SUCH CLAIM, REGARDLESS OF THE BASIS OF THE CLAIM. UNDER NO CIRCUMSTANCES WILL GLOO OR ITS PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST REVENUE, PROFITS, BUSINESS, DATA, VALUE, GOODWILL, OR SAVINGS. UNDER NO CIRCUMSTANCES WILL GLOO OR ITS PROVIDERS BE LIABLE FOR ANY CLAIMS RELATED TO A THIRD PARTY OFFERING.  These limitations apply to Gloo and its providers, as well as their respective affiliates, contractors, and subprocessors. These limitations do not apply to damages that cannot be limited under applicable Law. Neither party will be permitted to bring a legal action arising out of or related to this Agreement more than 2 years after the cause of action arose.

26. Term

This Agreement will remain in force until terminated as specified in this Agreement.  Unless an Order specifies that an Offering is for a one-time use, each Offering is provided on a subscription basis with an initial term of 12 months. Each term will automatically renew for additional 12-month renewal periods, unless either party provides notice of non-renewal to the other party at least 30 days prior to the end of the applicable term.

27. Termination and Suspension

Either party may terminate any Order or this Agreement if the other party materially breaches the Order or this Agreement and fails to cure the material breach within 30 days following notice of the material breach from the non-breaching party. Each party may also terminate an Order as specified in that Order. Gloo may also terminate any Order if an Offering under that Order is discontinued by Gloo or is a free Offering that Gloo has either decided to discontinue or to start offering for a fee. Alternatively, Gloo may replace any Offering with any similar or comparable Offering. If Gloo continues to provide you with access to any discontinued Offering, Gloo may charge you additional fees associated with the continued provision of that discontinued Offering. In addition to any right of termination, Gloo may also suspend or limit your use of any Offering upon any actual or suspected breach of your obligations under this Agreement or applicable Law, or if Gloo reasonably believes your or your Users’ conduct is inappropriate or detrimental to Gloo or any third party. If the cause of the suspension can reasonably be remedied, Gloo may provide notice of the actions you must take to reinstate access to the Offering and may reinstate access to the Offering (in whole or in part) upon satisfactory completion of such actions, in Gloo’s sole discretion. Any suspension will not limit any other right or remedy available to Gloo under applicable Law. Termination of this Agreement will also terminate each Order. Termination of an Order terminates only that Order and the Offerings under that Order and provisions of this Agreement and any other Order(s) will remain in effect until fulfilled or otherwise terminated. Upon any termination of this Agreement or any Order: (1) your rights to any Offerings subject to this Agreement or that Order will terminate; (2) you will cease use of and access to all Offerings subject to this Agreement or that Order; (3) you will cease use of and delete any Gloo Content relating to the Offerings subject to this Agreement or that Order; and (4) all Fees or other amounts incurred by you under this Agreement or that Order will become payable. Any terms of this Agreement or any Order that by their nature extend beyond the termination of this Agreement or that Order remain in effect following any termination.

28. Confidentiality

Confidential Information is nonpublic information disclosed or made available under this Agreement by one party to the other party that relates to any Offering or either party's technology, services, finances, operations, customers or business. Gloo's Confidential Information includes Gloo Content. Your Confidential Information includes Your Content. Confidential Information does not include any information that: (1) was already lawfully known to a party at the time of disclosure by the other party; (2) is disclosed to a party by a third party who had the right to make such disclosure without any confidentiality restrictions or other obligations as to the information disclosed; or (3) is, or through no fault of a party has become, generally known to the public. Each party will protect the other party's Confidential Information with the same degree of care that party uses to protect its own similar confidential information, but in no case less than reasonable care. Each party agrees that, except as expressly directed by the other party, it will not at any time during or after the term of this Agreement: (a) disclose any Confidential Information to any third party; (b) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (c) use any Confidential Information other than for the purposes of this Agreement. Each party is allowed to disclose Confidential Information to the extent that the disclosure is required by Law or by the order of a court or similar judicial or administrative body of competent jurisdiction, provided that the party notifies the other party of the required disclosure promptly and in writing and cooperates with the other party in any lawful action to contest or limit the scope of such required disclosure.

29. Ownership

This Agreement does not grant or provide you with any rights to any Gloo Content, any Offerings, or any of the software and other technology used by Gloo and its providers to provide the Offerings, other than the limited right to use the Offerings as specified in this Agreement. All rights (including intellectual property rights) in the Gloo Content, any Offerings, or any software and other technology remain owned by Gloo and its providers.

30. Feedback

Providing suggestions, comments, ideas or feedback (Feedback) to Gloo about any Offering or any other topic is voluntary. By providing Feedback, you irrevocably and perpetually grant to Gloo and its affiliates a worldwide, non-exclusive, fully paid, royalty-free, transferable, sublicensable right and license to utilize the Feedback in any way and for any purpose without any attribution or other obligation to you. Gloo is under no obligation to use any Feedback.  

31. Publicity Rights

Unless otherwise agreed in writing, you grant Gloo the right to use your name, logo, and trademarks solely for the purpose of identifying you as a customer on our website, marketing materials, and other public communications. This includes the right to display your logo on our website and in customer lists, presentations, case studies, and promotional content. You may revoke this permission at any time by providing written notice to Gloo, after which we will make commercially reasonable efforts to remove your name and logo from future materials.

32. Disputes

Disputes are any disputes or claims between you and Gloo arising under or relating in any manner to the Offerings, and Content, this Agreement, or our dealings under this Agreement, including disputes or claims relating to this section. Both parties agree to attempt to resolve all Disputes amicably. 

33. Binding Arbitration

If any Dispute cannot be amicably resolved within 30 days after either party notifies the other party of a Dispute, the parties agree to resolve the Dispute through a binding arbitration (Arbitration) rather than in court. Any Arbitration will be conducted under the commercial arbitration rules (Rules) of Judicial Arbitration and Mediation Services, Inc. (JAMS). Either party may commence an Arbitration by delivering a request to the other party as specified in the Rules. Each Arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on a single arbitrator within 30 days after any request for Arbitration, a neutral arbitrator will be selected as provided in the Rules. Any Arbitration will be conducted exclusively in the English language. If the value of the Dispute is $1,000 or less, either party may decide to have the arbitration conducted via telephone or based solely on written submissions. Such a decision will be binding on both parties, unless the arbitrator decides to require an in-person Arbitration. Any other Arbitration will be held in-person at a site selected by Gloo in Denver, Colorado, U.S.A. The award of the arbitrator in any Arbitration will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrator will require payment of the costs, fees, and expenses incurred by the prevailing party in the Arbitration by the non-prevailing party (including the filing and administrative costs of the Arbitration). Judgment upon an Arbitration award may be entered in any court or governmental body having jurisdiction. Any additional costs, fees or expenses incurred in enforcing an Arbitration award may be charged against the party that resists its enforcement. An arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).  Any relief awarded cannot affect other customers of Gloo or any Offerings.  

34. Waiver of Collective Action

BOTH PARTIES AGREE THAT EACH OF US ONLY MAY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.  UNLESS BOTH PARTIES AGREE, AN ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS IN AN ARBITRATION, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. 

35. Waiver of Jury Trial

The parties desire to avoid the time and expense relating to a jury trial of any Dispute.  Accordingly, the parties, for themselves and their successors and assigns, hereby waive trial by jury of any Dispute. The parties acknowledge that this waiver is knowingly, freely, and voluntarily given, is desired by both parties and is in the best interests of both parties.  

36. Governing Law

The interpretation of this Agreement, any Dispute between the parties, including any Arbitration, will be governed by the Laws of the State of New York, USA, as such Laws apply to contracts between New York residents performed entirely within New York, without regard to its conflict of laws principles. Subject to the Binding Arbitration section above, you will bring any action relating to this Agreement only in the state or federal courts located in Denver, Colorado, USA. You irrevocably submit to the exclusive personal jurisdiction and venue of these courts in any such action or proceeding brought in these courts by Gloo.

37. Notices

Notices under this Agreement must be in writing sent to Gloo at 831 Pearl Street, Boulder, Colorado 80302, Attn:General Counselor to you at the address associated with your Account, via (1) personal delivery, (2) overnight courier service with signature required, or (3) first class U.S. mail with postage paid, return receipt requested. Gloo may also send notices to you via e-mail to any address Gloo has on file for you or, if the notice applies to multiple users of an Offering, by providing the notice through an Offering. Notices sent in writing are deemed received when actually delivered. Notices via e-mail are deemed received on the transmission date of the e-mail. Notices via an Offering are deemed received on the day you access the Offering containing such notice.

38. Changes

Gloo may modify any Offering at any time, without degrading its functionality or security features. Gloo may also modify any Offering in any manner upon renewal of the term of the Offering. Gloo may modify this Agreement (and any applicable AUP, DPA, or privacy statement) at any time if the modification is required for compliance with applicable Law, by one of Gloo’s providers, or to address potential harm to Gloo or its providers (Required Modifications). Such Required Modifications apply when made by Gloo. Gloo may also modify this Agreement for any other reason (Other Modifications) by providing you at least 30 days' written notice. Other Modifications are not retroactive and apply only to new Orders and renewals of existing Orders following the modification. You accept any Other Modifications to this Agreement by placing new Orders or continuing use of existing Offerings after the effective date of the modification or by allowing Offerings to renew after you are provided with notice of the modification. Except as noted in this paragraph, all amendments or modifications to this Agreement must be in writing accepted by both parties.

39. Relationship

Gloo is an independent contractor, not your agent, joint venturer, partner, or fiduciary. You have no authority to bind Gloo to any obligation or responsibility or to take any action on behalf of Gloo. Gloo is not responsible or liable for any of your regulatory obligations, including any mandatory reporting obligations, or for your business or operations. Any use of the term “partner” or “member” in any communication by or between the parties to describe their relationship is intended solely in the colloquial sense of a valued business relationship, and does not indicate the existence of or an offer to enter into a legal partnership, joint venture, agency, or other relationship involving common ownership or joint and/or several liability. Each party is responsible for determining the assignment and training of its personnel, and all contractors and subprocessors, and for their direction, control, and compensation.

40. Force Majeure

Gloo will not be liable for delay, failure or interruption in performance resulting directly or indirectly, in whole or in part, due to any cause or condition beyond Gloo's reasonable control, including acts of God, governmental action, war, terrorism, strikes, boycotts, quarantine, pandemic, labor disputes, fire or other loss of facilities, or accident.  Gloo will use commercially reasonable efforts to notify you of any such event.  

41. Additional Terms

This Agreement replaces and supersedes any other oral or written agreements or understandings between you and Gloo regarding the Offerings. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or later breach. If any provision of this Agreement is held to be unenforceable, the provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. You may not assign or transfer this Agreement or any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise (including through any change of control), without the prior written consent of Gloo. Any assignment in violation of the prior sentence will be null and void. No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. All rights and remedies under this Agreement are cumulative with each and every other right and remedy herein or under applicable law. Where approval, acceptance, consent, access, cooperation or similar action by either party is required, such action will not be unreasonably conditioned, delayed or withheld. This Agreement is in the English language only, which language will be controlling in all respects. As used in this Agreement, the words "include," "includes" and "including" means "include," "includes," or "including," in each case, "without limitation." Gloo and its providers may use subcontractors and other resources to enable and support the delivery of the Offerings, provided that Gloo and its providers remain responsible for their obligations under this Agreement. Except as expressly set forth in this Agreement and any Order, you are not granted any licenses or other rights by Gloo or in or to any Offerings or Gloo Content.

42. Copyright Infringement Claims

If you believe in good faith that your copyrighted work has been reproduced through any Offering without your permission in a way that infringes your copyright, you may notify Gloo's designated copyright agent by mail to: Gloo Platform, Attn: Copyright Infringement Agent, 831 Pearl Street, Boulder, Colorado 80302. Please provide the following information in your notice: (1) the name and a description of your copyrighted work and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of your copyrighted work is not authorized by you (or the owner) or by law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.