Bella Scena™ End User License Agreement

PLEASE READ THIS TERMS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE (AS DEFINED BELOW). BY INDICATING ELECTRONIC CONSENT OR USING THE SERVICE, YOU AGREE TO ALL OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, CLICK THE BUTTON THAT INDICATES REFUSAL OF THESE TERMS AND/OR DISCONTINUE YOUR USE OF THE SERVICE. THIS AGREEMENT IS CONTINGENT UPON THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, DESCRIBED BELOW, TO RESOLVE ANY DISPUTES WITH WONDERLY.

1. Introduction

Wonderly Software Solutions, LLC, including any Wonderly subsidiaries, affiliates, principals, and assigns (collectively, “Wonderly”, “us”, “our” or “we”), owns the Intellectual Property Rights to the Bella Scena trademark and logo and the Bella Scena Cloud-based meeting and productivity management platform (herein, the “Service”), managed and hosted in the United States and/or its territories. The Service is protected by copyright laws and treaties, as well as laws and treaties relating to other forms of intellectual property.

2. Acceptance

Wonderly expressly conditions the use of the Service upon your acceptance of the terms defined herein, and any additional terms, conditions, and policies, including Wonderly’s Privacy Statement, which we hereby incorporate by reference (collectively, the “Agreement”). AS A USER OF THE SERVICE (HEREIN, “YOU” OR “YOUR”), YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE “ACCEPT” OPTION WHEN YOU REGISTER FOR THE SERVICE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE “ACCEPT” OPTION OR USE THE SERVICE.

If you are entering into this Agreement for or on behalf of a sole proprietorship, partnership, limited liability company, corporation, association, non-profit or any other legal entity that is organized or operated for the profit or benefit of its owners, shareholders, or related beneficiaries (“Organization”), the terms “you” and “your” apply to both you and the Organization, as applicable.

3. Your License

Conditional upon your compliance with this Agreement, Wonderly grants to you a limited, revocable, non-exclusive, non-assignable, non-sublicensable right use the Service, as it is intended to be used during the Service Period, and in accordance with this Agreement and applicable law. We grant to you no other rights, implied or otherwise.

4. Account Registration

You must register for an account with us (hereafter, “Account”) to use the Services. You are fully responsible for all activity that occurs under your Account, including for any actions taken by persons to whom you have granted access to your Account. We reserve the right to change the Account type, suspend or terminate the Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the Account registration requirements.

5. Ownership of Customer Data

Wonderly claims no intellectual property rights to the content you add to or create in Bella Scena. This Agreement does not grant us any licenses or rights to your content, or other data except for the limited rights needed for us to provide the Service to you.

You agree that Wonderly may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that may be gathered periodically to facilitate the provision of Service updates, support and other services to you. Further, Wonderly, or a third party vendor on Wonderly’s behalf, may collect information, including location data, from your device to measure use and effectiveness of the Service. For example, Wonderly may measure the stability of the Service, your interaction with the Service, and activity within the Service in order to enhance the user experience based on data obtained. Wonderly may share technical data and related information with selected third parties that support the Service.

You may submit comments or ideas about the Service (“Ideas”). By submitting an Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality, or other obligation, and that we are free to use your Ideas without any additional compensation to you, and/or to disclose your Ideas on a non-confidential basis or otherwise to anyone. Specifically, Wonderly shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Service any suggestions, enhancement requests, ideas, recommendations, or other feedback provided by you, including your users or employees, relating to the features, functions, and operation of the Service.

6. Wonderly Intellectual Property

Intellectual Property Rights in the Service (including, without limitation, any files, images, photographs, animations, video, audio, music, and text incorporated into the Service) are owned by Wonderly and are protected by U.S. and international copyright laws, patent laws, and/or other intellectual property laws and treaties. Unauthorized use, duplication, publication and distribution of all or any portion of the Service is expressly prohibited and will be prosecuted to the maximum extent provided by law. You acknowledge that, except for the limited license granted hereunder, you have no rights in or to the Service, or any derivatives therefrom. The Wonderly brand and the names or logos associated with the Service are trademarks of Wonderly or third parties, and no right or license is granted to you to use them. All other intellectual property rights, title and interest, except those set forth herein, are expressly restricted and retained by Wonderly, its affiliates and subsidiaries.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

7. Payment Terms

Wonderly charges all fees for the Service in advance, either monthly or annually, using the payment method you choose when you register to use the Service. You must provide us with a valid payment method to use the Service. Valid payment methods include commonly-accepted credit or debit cards and PayPal. When you provide your credit or debit card or other payment information, we may store some payment card information to facilitate automatic billing.

By using the Service, you authorize Wonderly’s payment processor to automatically charge your payment account for charges that apply to your use of the Service. All currency references are in U.S. dollars. Where applicable, we will provide you, when you register to use the Service, with additional information and/or terms relating to your chosen payment method. Non-payment of fees owed for use of the Service will result in termination of this Agreement and access to the Services.

8. Taxes

Unless required by applicable law, fees for the Service shall not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section, we will add this amount to your monthly or annual billing unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

9. Service Period; Termination

You have the right to use the Service during a defined Service Period. The “Service Period” begins on the date you first purchased the Service (or, in the case of users of the trial version of the Service, the date that you first signed up for the Service) and, unless earlier terminated pursuant to the provisions herein or in any Account registration or maintenance terms, continues for the period of time set forth in the Service documentation or other transaction materials provided at the time you obtained the Service.

You may cancel your subscription to the Service at any time. If you cancel your subscription during a Service Period, your Service will terminate on the date of cancellation, though your Bella Scena account may remain active and accessible by you until the next Service renewal date.

We reserve the right to terminate this Agreement immediately if you fail to cure a material breach of this Agreement within ten (10) days of receipt of our written notice describing the nature of the alleged material breach. We may also immediately suspend account access for breach of any terms herein pending notice and cure.

Upon termination of this Agreement or your Account for any reason:

  • the license and any other rights granted under this Agreement will end;
  • we may erase your Data and Personal Data stored on our servers; and
  • we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your Data and/or Personal Data.

In addition to any of your payment obligations to us, the following sections of this Agreement survive and remain in effect in accordance with their terms upon termination: 1, 6, 7, 21, and 23 through 38.

10. Refunds

As a rule, Wonderly will not provide a refund once a user completes a payment for the Service. Wonderly reserves the right to consider a refund request on a case by case basis.

11. Support

As part of providing the Service to you, we provide standard support to you at no additional charge. We may provide upgraded (i.e., phone) support when you pay us an additional fee (in accordance with the different licensing tiers). For purposes of this Agreement, “standard support” means email or chat support, in the sole discretion of Wonderly, occurring Monday through Friday from 8:00 a.m. to 4:00 p.m. Central Standard Time (CST), excluding major U.S. national holidays (New Year’s Day, Martin Luther King Jr. Day, Easter, Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas Eve and Christmas Day).

12. Service Availability

While we cannot guarantee constant access to the Service, we make good faith efforts to ensure that the Service is available twenty-four (24) hours a day, seven (7) days a week, except for:

  • planned downtime (we will communicate to users our scheduled downtime); and
  • any unavailability caused by circumstances beyond our reasonable control, including without limitation: acts of nature, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, supporting software failures, acts of government, or denial-of-service attacks.

13. Software Updates

As is customary with most software providers, we may periodically deploy automated software updates for the Service. Typically, such updates occur without user intervention, during non-business hours. When we release an update to the Service, we will make good faith efforts to make our users aware this event. By using the Service, you acknowledge that this Agreement remains in force following any such updates to the Service.

14. Beta Versions

From time to time, we may offer a Beta version of the Service to users. If you elect to use a Beta version of the Service, you acknowledge and agree that:

  • your use of the Beta version of the Service is subject to the provisions of this Agreement;
  • the Beta version of the Service may be untested, non-functional, and/or partly functional; and
  • you use the Beta version at your own risk.

When offered, we provide Beta versions of the Services “as is” and exclusive of any warranty whatsoever.

15. Mobile Device and Carrier Compatibility

We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services on your mobile device may be subject to the terms of your agreements with your mobile device manufacturer and/or your carrier.

16. Third-Party Applications and Content

As part of the Service, we give you the option to use certain third-party applications to enhance and expand the usability and functionality of the Service. These third-party applications may include Cloud-based email and automated voice transcription services. You may also use third-party content (such as images or files) when using the Service. Such third-party applications and content are subject to their own license terms and intellectual property rights.

YOU AGREE TO REVIEW AND COMPLY WITH THE LICENSE TERMS APPLICABLE TO ANY THIRD-PARTY APPLICATION OR INTELLECTUAL PROPERTY RIGHTS AFFORDED TO THE CONTENT YOU USE WITH THE SERVICE. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIM ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

17. Responsibility for Your Data

When you use the Service, you may add, create, and share proprietary and non-proprietary information (collectively, your “Data”), and Personal Data, as defined by Wonderly’s Privacy Statement. You are fully responsible for ensuring that your Data and Personal Data complies with all applicable laws and regulations. You acknowledge and agree that the Data and Personal Data you add, create, and share while using the Service is your sole responsibility and risk.

18. User Conduct

As a condition of using the Service, and the license granted to you herein, you will not:

  • make the Service available to, or use the Service for the benefit of, anyone other than you and/or your Organization;
  • use the Service to store or transmit infringing, libelous, hateful, sexually explicit, or otherwise unlawful or tortious material, or to access, transmit or store material in violation of individuals’ privacy rights;
  • share accounts or otherwise attempt to exceed the maximum number of allowable users relative to your chosen license;
  • use the Service to store, transmit or otherwise propagate malicious software code (i.e. viruses, worms, Trojans);
  • interfere with or disrupt the integrity or performance of Service or Data contained therein;
  • attempt to gain unauthorized access to the Service or its related systems or networks;
  • permit direct or indirect access to or use of the Service in a way that circumvents the usage limits defined by your license;
  • copy the Service or any part, feature, function, or user interface thereof, or create derivative works of the Service or any part, feature, function, or user interface thereof;
  • frame or mirror any part of the Service in another web site, other than framing on your own intranet(s), extranet(s) or otherwise for your own internal business purposes or as permitted in this Agreement;
  • modify, translate, decompile, bootleg, disassemble, or extract the inner workings of any software constituting part of the Service, or otherwise attempt to discover the source code of any such software;
  • copy, for any reason, the look-and-feel, or functionality of the Service;
  • access the Service for purposes of building a competitive product or service, or reverse engineer Bella Scena (to the extent such restriction is permitted by law); or
  • use or launch any automated system, including without limitation, robots, web crawlers, offline readers, or similar systems that access Bella Scena in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional web browser.

You acknowledge and agree that we may immediately suspend and/or terminate your license to use the Service if we find you in violation of this Section.

19. Security of Account Credentials

To access the Service, you must use Google single sign-in or a unique ID and password. You are entirely responsible for maintaining the confidentiality of your unique ID and password. You agree to notify Wonderly immediately if you suspect unauthorized use of your account or password.

20. Protection of Confidential Information

Wonderly values the trust and confidence of our customers. As such, we consider your Data to be “Confidential,” and we will treat your Data as such when you use the Service. We will not disclose your Personal Data to third-parties under any conditions but those outlined in the Wonderly’s Privacy Statement and section 21 of this Agreement.

21. Compelled Disclosure

Wonderly may disclose your Data and Personal Data when compelled by law to do so. When legally permissible and where feasible, we may provide you prior notice of the compelled disclosure.

22. Data Security

We constantly strive to align our data security practices with industry standards for processing your Data and Personal Data. To prevent unauthorized access, maintain data accuracy, and ensure the correct use of your Data and Personal Data, Wonderly implements administrative, physical, and technical measures to safeguard and secure the Data and Personal Data we collect on the Service. We utilize industry-accepted encryption technologies and strengths to reduce the risk that others can view information passing between our Service and your browser.

Since the Internet is not a completely secure environment, we cannot ensure or warrant the security of any Data or Personal Data you transmit to us. Wonderly offers no guarantees your Data or Personal Data cannot or will not be accessed, disclosed, altered, or destroyed by a breach of any of our administrative, physical, or technical measures.

23. U.S. Government Users

If you are acquiring the Service on behalf of any unit or agency of the U.S. Government, the following shall apply: use, duplication, or disclosure of Bella Scena is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights clause at FAR 52.227-19 (June 1987), if applicable, unless being provided to the Department of Defense. If you are acquiring the Service on behalf of the Department of Defense, use, duplication, or disclosure of the Service is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (October 1988), if applicable. The Service may or may not include a Restricted Rights notice, or other notice referring specifically to the terms and conditions of this Agreement. The terms and conditions of this Agreement shall continue to apply, but only to the extent that such terms and conditions are consistent with the rights provided to you under the provisions of the FAR and DFARS, as applicable to the particular procuring agency and procurement transaction.

24. International Use

Although the Service may be accessible worldwide, we make no representation that the Service or related materials are appropriate or available for use in locations outside the United States, and accessing them from territories where the content is illegal is prohibited. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Any offer and/or information made in connection with the Service is void where prohibited.

25. Export Controls

The Service may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are not located in Cuba, Iran, North Korea, Sudan, or Syria; and are not a denied party as specified in the regulations listed above.

You agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you must not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Wonderly under this Agreement to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination, cancellation, or transfer of the Agreement.

26. Indemnity

You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to:

  • any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement;
  • your wrongful or improper use of the Service;
  • your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
  • your violation of any law, rule or regulation of the United States or any other country; and
  • any other party’s access and/or use of the Service with your unique user ID, password, or other appropriate security code.

27. High-Risk Application Disclaimer

Wonderly does not design or intend the Service for use in or for the purposes of hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support machines, or any other application in which the failure of Bella Scena could lead directly to death, personal injury, or severe physical or property damage (collectively, “High-Risk Activities”). Wonderly expressly disclaims any express or implied warranty of fitness for High-Risk Activities.

28. Representations and Warranties

You represent and warrant to us that:

  • you are at least eighteen (18) years of age;
  • you are eligible and authorized to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement, whether individually or as a representative of an Organization;
  • any information you provide in connection with the Services, including your business name, title, and contact information, accurately and truthfully represents your business or personal identity under which you sell goods and services;
  • you and all transactions you initiate will comply with all international, federal, state, and local laws, rules, and regulations applicable to you and/or your business;
  • you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner that interferes with the operation of the Service; and
  • your use of the Service complies this Agreement.

29. No Warranties

THE SERVICE IS PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, WONDERLY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WONDERLY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WONDERLY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY.

30. Limitations of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WONDERLY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, WONDERLY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL WONDERLY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR BELLA SCENA ACCOUNT, OR THE DATA CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WONDERLY LIMITS ITS TOTAL LIABILITY TO THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WONDERLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

31. Dispute Resolution

You agree that any claim, controversy, or dispute between you and Wonderly, its processors, suppliers, or licensors (or their respective affiliates, agents, directors, or employees), including any claims relating in any way to this Agreement, the Service, or any other aspect of our relationship (“Disputes”) will be governed by the arbitration procedure outlined below.

The terms in this Agreement and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Minnesota and the United States without regard to its conflict of laws principles.

Wonderly wants to address your concerns without needing a formal legal case. Before filing a claim against Wonderly, you agree to try to resolve the Dispute informally by contacting us at the email address provided in Section 32 below. Wonderly will try to resolve the Dispute informally by contacting you through email. If the parties cannot resolve a dispute within fifteen (15) days after submission, you or Wonderly may bring a formal proceeding.

You and Wonderly agree to resolve any Disputes through final and binding arbitration, except as set forth below. You can decline this agreement to arbitrate by contacting us within thirty (30) days of first accepting this Agreement and stating that you (include your first and last name) decline this arbitration agreement.

The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Minneapolis, Minnesota, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. The arbitrator may award attorney’s fee to the prevailing party in any arbitration in the arbitrator’s sole discretion.

Wonderly may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

You may only resolve Disputes with Wonderly on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under this Agreement.

If the agreement to arbitrate is found not to apply to you or your claim, you and Wonderly agree that any judicial proceeding will be brought in the federal or state courts of Hennepin County, Minnesota. Both you and Wonderly consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

Regardless of any statute or law to the contrary, any arbitration related to a Dispute must be filed within one (1) year after any underlying claim or cause of action arose, or else that claim or cause of action will be barred forever.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

32. Notices

Please address notices to Wonderly at the following:

Mailing Address:

Wonderly Software Services, LLC

Attn: Law Department

500 East Grant Street, Suite 2511

Minneapolis, MN 55404

Email:

legal@wonderly.com

33. Manner of Giving Notice

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to you shall be addressed to the relevant billing contact designated by you. All other notices to you shall be addressed to the relevant Services system administrator designated by you.

34. California Complaint Assistance

Under California Civil Code Section §1789.3, California users of the Service are entitled to the following consumer rights notice. If you have a question or complaint regarding the Service, please feel free to contact us by writing to us at info@wonderly.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

35. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

36. Entire Agreement

This Agreement, and any applicable terms and policies, are a complete statement of the Agreement between you and Wonderly regarding the Services. In the event of a conflict between this Agreement and any other Wonderly agreement or policy, this Agreement prevails and controls the subject matter of such conflict.

37. Changes or Amendments

Wonderly may change or amend the terms defined in this Agreement. If we make material changes, we will notify you, either through the user interface, in an email notification, or through other reasonable means prior to making such changes. Your use of the Service after the date such changes become effective will constitute consent to the changed terms. If you do not agree to the changes, you must immediately stop using the Service. Otherwise, any updated terms will apply to you.

38. Severability and Waiver

If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Any failure by Wonderly or any third-party beneficiary to enforce this Agreement or any provision thereof shall not waive Wonderly’s or the applicable third-party beneficiary’s right to do so..