These Massive for Businesses Terms of Service (these "Terms"), including any Order Form(s) and all referenced policies, pages, and other agreements incorporated herein by reference (collectively, this "Agreement") form a legal agreement between Massive.com, Inc. ("Massive") and the person or entity on whose behalf a Massive account is created, an Order Form is executed, or Services are purchased ("Customer") and governs Customer's access to and use of the Services (as defined below).
By creating an account and using the Services labeled for business, enterprise, or commercial use, by executing an Order Form or placing an online order that references these Terms, or by paying for Services Massive offers, Customer expressly agrees to these Terms and to be bound by all of the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to commit the entity to this Agreement and the term "Customer" or "you" will refer to that entity. If you do not have this authority, are under the age of 18 or if you do not agree with this Agreement, you must not accept these Terms and you may not access or use the Services.
1. Definitions
Unless otherwise defined in this Agreement, the capitalized terms used herein are defined in this Section 1.
"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means an ownership, voting, or similar interest representing fifty percent (50%) or more of the total interests then outstanding.
"Authorized User" means all of Customer's employees and contractors that Customer expressly authorizes to use the Services on its behalf.
"Confidential Information" means all confidential and proprietary information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is clearly identified as confidential, as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential, including but not limited to the terms and conditions of this Agreement (including pricing and other terms reflected in an Order Form hereunder), the Services, business and marketing plans, technology and technical information, product designs, trade secrets, and business processes.
"Credentials" means the access controls, keys, tokens, or other authentication mechanisms necessary to access the Services provided by Massive, including for the APIs, file-delivery channels, AI tools, dashboards, platforms, or other interfaces.
"De-identified Data" means data compiled by Massive from all or part of the Usage Data that is aggregated, de-identified, or not otherwise reasonably associated or linked to Customer or any other identifiable individual.
"Disclosing Party" means the Party disclosing Confidential Information hereunder, whether such disclosure is directly from the Disclosing Party or through the Disclosing Party's Personnel.
"Documentation" means the online user guide for the Services available at massive.com/docs, as updated from time to time.
"Effective Date" means the date when Customer first accepts these Terms in any manner described above.
"Edge Users" means natural persons who use Customer's products or services.
"Feedback" means all feedback, suggestions, and ideas that Customer, its Affiliates, or its Authorized Users provide to Massive concerning modifications, improvements, or enhancements to the Services.
"Fees" means the fees for the Services as set forth in the applicable Order Form or, where no Order Form sets them, as presented when Customer purchases or uses the Services.
"Free Trial" means testing, trialing, and other evaluative use of the Services solely for the purpose of Customer's evaluation of the Services prior to entering into an Order Form to purchase the Services.
"Information" means Third-Party Data, Massive Data, and any data derived from either, in whole or in part, that can be used to identify, recalculate, reverse engineer, or decompile either, or that is or can be used to create a substitute for either, regardless of form, delay, aggregation, reformatting, or combination with other data.
"Intellectual Property Rights" means all intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (d) trade secrets; and (e) all other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction in any part of the world.
"Non-Massive Services" means third-party websites, applications, and services, including AI tools, that Customer uses with or accesses through the Services.
"Order Form" means an ordering document entered into between Customer and Massive or an online order through the Services interface for a subscription to the Services or for a product on the Services that is paid on a one-time or as-used basis, including any terms and conditions specified therein.
"Party/Parties" means Massive or Customer individually or collectively, as applicable.
"Person" means any individual natural person, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, or other entity.
"Personnel" means employees, officers, agents, contractors, or other representatives.
"Personal Data" means all information relating to a natural person that identifies such person or could reasonably be used to identify such person.
"Massive Data" means any data, content, or other information owned, gathered, created, or calculated by Massive and provided to Customer as part of the Services, excluding Third-Party Data. Data that Massive calculates or derives from Third-Party Data remains Third-Party Data to the extent the applicable Third-Party Provider treats it as its data.
"Massive Privacy Policy" means the Massive Privacy Policy, as updated from time to time, located at massive.com/legal/privacy, or such other URL as Massive may provide, from time to time.
"Receiving Party" means the Party receiving any Confidential Information from the Disclosing Party hereunder, whether such disclosure is received directly or through the Receiving Party's Personnel.
"Services" means the products and services that Customer orders or accesses and the content, features, functionality, tools, software applications, APIs, data-delivery channels, and AI tools provided by Massive, as updated from time to time, via massive.com and/or other designated websites as described in the Documentation, including Massive's provision of access to the Information, but excluding the Information itself and Non-Massive Services.
"Service Level Agreement" means the Support Policy and Service Level Agreement, as updated from time to time, located at https://massive.com/legal/businesses-terms-of-service-sla, or such other URL as Massive may provide, from time to time.
"Subscription Length" means the subscription length as reflected on the applicable Order Form or, if procuring the Services through the Services-interface, then Customer's billing schedule (i.e., monthly or annually).
"Subscription Start Date" means the subscription start date reflected on the applicable Order Form or, if procuring the Services through the Services-interface, the date Customer purchases the subscription.
"Third-Party Agreement" means the specific agreement or terms and conditions with a Third-Party Provider or service supplements administered by Massive on behalf of a Third-Party Provider that also governs Customer's access to and use of certain Third-Party Data, together with the policies and requirements that Third-Party Provider applies to that Third-Party Data.
"Third-Party Data" means any data, content, or other information owned by and/or obtained from Third-Party Providers or publicly available sources that is made available or supplied by Massive to Customer as part of the Services.
"Third-Party Providers" means Persons that are not Affiliates of Massive that are the sources and/or owner of data, content, or other information distributed via the Services, or are involved in creating or providing it, including exchanges, securities information processors, plan administrators, self-regulatory organizations, and other data providers.
"Usage Data" means all data and information generated from, resulting from, derived from, or otherwise related to the Customer's or its Authorized Users' use of the Services, including, without limitation, data derived from interactions with the Services, any inputs provided through such use of the Services, and all observations or information derived by Massive from the performance of the Services or the operation of the Services.
2. Services
2.1 Massive Services Access Grant
Subject to the terms and conditions of this Agreement, including any Order Forms, Massive grants to Customer a worldwide, royalty-free, revocable, non-exclusive, non-transferable, non-assignable (except as provided herein), and limited right to access and use the Services, within the entitlements Customer has purchased, solely for Customer's internal business purposes.
2.2 Information Access Grant
Subject to the terms and conditions of this Agreement, including any Order Forms, and any Third-Party Agreements, Massive grants to Customer a worldwide, royalty-free, revocable, non-exclusive, non-transferable, non-assignable (except as provided herein), and limited right, within the entitlements Customer has purchased, to access, receive, process, transmit, store, and use the Information available via the Services solely (a) for Customer's internal business purposes; (b) to display it to Authorized Users or Edge Users within products, services, applications, and websites owned or licensed by Customer; and (c) to create derivative works, analyses, calculations, models, and other data or works from the Information, and to use, display, and distribute those outputs for any lawful business purpose, provided that they do not contain Information.
2.3 Support Services
Massive will provide customer support services, as available, via email during its normal business hours (typically 9:00am – 5:00pm Eastern Time, Monday through Friday, excluding holidays). If Customer has purchased service level commitments, as indicated in the applicable Order Form (including references to 'SLA' or 'Service Level Agreement'), the Service Level Agreement will apply to and govern the provision of support services and related service levels during the applicable Subscription Term. Where the Service Level Agreement applies, its service credits and any termination and refund rights expressly provided in it are Customer's sole and exclusive remedies for any failure to meet a service level.
2.4 Additional Services
Through the Services, Customer may have the ability to purchase additional Services offered by Massive to Customer from time to time ("Additional Services"). Unless otherwise provided, Fees for Services that are paid on a one-time or an as-used basis will be charged when purchased or used. Unless otherwise provided in the applicable Order Form, subscriptions for Additional Services will be prorated to align with Customer's initial subscription to the Services at the time the Additional Services are added, and any added Additional Services will terminate on the same date as the initial subscription to the Services. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Massive regarding future functionality or features.
2.5 Third-Party Providers
(a) Massive may engage Third-Party Providers as it deems necessary to provide Third-Party Data. These engagements are not subcontracting arrangements, and Third-Party Providers are not Massive's agents or subcontractors. Customer is solely responsible for accessing, obtaining, entering into, and complying with each applicable Third-Party Agreement, including entering into any required agreement before receiving the affected Third-Party Data. Those agreements also govern Customer's use of that data. Massive may assist Customer in obtaining additional licenses but may suspend or terminate access to any portion of Third-Party Data for which Customer lacks a required agreement, in violation of the provider's licensing requirements, until Customer obtains it.
(b) Customer acknowledges and agrees that: (i) Third-Party Data is provided or made available to Customer on an "as is" and on an "as available" basis, is provided solely for informational purposes, and does not constitute investment or other advice or a recommendation; (ii) Massive does not develop Third-Party Data and does not control any Third-Party Providers or Third-Party Data; (iii) the use of Third-Party Providers and the availability of Third-Party Data should not be considered as an endorsement of such entities, data, products, or information; (iv) the ability to access Third-Party Data does not guarantee that the same will be error-free or for Customer's intended purposes; (v) no representations or warranties regarding the Third-Party Data are made by Massive; (vi) Massive is not responsible for the content, accuracy, timeliness, or delivery of any Third-Party Data; and (vii) Third-Party Data includes the proprietary information of the applicable Third-Party Providers, is subject to their requirements, and may not be copied or further disseminated except as they authorize. Customer's use of Third-Party Data is at its own risk. For the avoidance of doubt, Massive is not responsible for Third-Party Data and expressly disclaims any and all liabilities that may arise in connection therewith.
(c) Customer acknowledges that, in respect to any Third-Party Provider Intellectual Property Rights, Customer's use of any such Intellectual Property Rights is conditional on Massive obtaining, in Massive's sole discretion, a written license from the relevant Third-Party Provider(s) on such terms as will entitle Massive to license such rights to Customer, or in the alternative, Customer obtaining a license to such Intellectual Property Rights from the Third-Party Provider through a Third-Party Agreement. Except to the extent expressly set forth in this Agreement or the applicable Order Form(s), nothing in this Agreement shall convey, license, or otherwise transfer any right, title, or interest in or to any intellectual property or other proprietary rights of the applicable Third-Party Providers. Anything Customer creates from Third-Party Data remains subject to the rights of the applicable Third-Party Providers and the applicable Third-Party Agreements.
2.6 Non-Massive Services
The Services may contain links, features, or functionalities to access or use Non-Massive Services. If Customer or its Authorized Users access or use Non-Massive Services, Customer's or its Authorized Users' use of such services will be subject to the terms and conditions (including privacy policies) of such Non-Massive Services. Such Non-Massive Services are not under the control of Massive. Massive cannot guarantee the continued availability of such Non-Massive Services. Massive is not responsible or liable for any Non-Massive Services. Massive does not review, approve, monitor, endorse, warrant, or make any representations with respect to Non-Massive Services or their associated products or services. Customer's and its Authorized Users' use of Non-Massive Services are at their own risk. If Customer makes Information available to a Non-Massive Service, including an AI tool, that Information remains subject to this Agreement, and Customer is responsible for the Non-Massive Service's access to and use of it.
2.7 Maintenance and Modifications
Customer acknowledges and agrees that certain maintenance activities regarding the Services may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. The Services may experience planned or unplanned downtime due to technical issues, measures taken to comply with law or protect security, actions by Third-Party Providers, business decisions, or other causes. Massive may attempt to inform Customer if such downtime is planned, but Massive is under no obligation to do so. Massive reserves the right to make changes to the Services from time to time, in its sole discretion, without liability to Massive; provided, however, that if any such change materially degrades the functionality of Services to which Customer has subscribed, Customer may give Massive written notice describing the degradation within thirty (30) days after the change takes effect, and Massive will use commercially reasonable efforts to remedy it within thirty (30) days after that notice. If Massive does not remedy the degradation within that period, Customer may terminate the affected Services by written notice given within thirty (30) days after that period ends. Massive may make any change to comply with applicable law or with a Third-Party Provider's requirement without liability to Customer. The termination right in this Section 2.7 does not apply to such a change.
2.8 Beta Features
From time to time, Massive may provide Customer with the option to use certain features made available by Massive on a test basis that are clearly designated as experiment, beta, pilot, limited release, non-production or other similar identification ("Beta Features"). Any use of a Beta Feature will be solely at Customer's own risk and may be subject to additional requirements as specified by Massive. Notwithstanding anything to the contrary contained in this Agreement, all Beta Features are provided as-is and without warranty of any kind, express or implied, and Massive will have no liability under this Agreement (including any indemnification obligations) arising out of or related to Customer's use of any Beta Feature. Massive may, in its sole discretion, (a) cease providing or modify Beta Features at any time, or (b) cease providing Beta Features free of charge and require Customer to purchase such features for continued use as part of the Services.
2.9 Free Trials
Subject to the applicable Order Form, Massive may provide Customer with access to the Services for a Free Trial. If Customer registers for a Free Trial, Massive will make the applicable Services available free of charge until the earlier of (a) the end of the Free Trial period as specified in the applicable Order Form, (b) the start date of any paid subscriptions to the Services ordered by Customer for such Services, or (c) termination by either Party in each one's sole discretion. Upon the expiration of the Free Trial, if applicable, Customer's use of the Services will automatically continue on a paid month-to-month basis pursuant to this Agreement (excluding this Section 2.9) and the terms of any Order Form with respect to the selected Services. Notwithstanding anything to the contrary contained in this Agreement, all Free Trials are provided as-is and without warranty of any kind, express or implied, and Massive will have no liability under this Agreement (including any indemnification obligations or liability of any kind) arising out of or related to Customer's use of a Free Trial. If any exclusion of liability is not enforceable under applicable law, the sole liability of Massive with respect to the Free Trial is for Customer's direct damages of up to one hundred dollars ($100). Massive may, in its sole discretion, cease providing or modify Free Trials at any time. A Free Trial waives only Massive's own Fees. Customer remains responsible for any fees a Third-Party Provider charges for Third-Party Data during the Free Trial.
3. Customer Account
(a) Except for Services Massive offers without an account, Massive will provide Customer with a Massive account to access the Services. Customer is fully responsible for all activities performed on or through its account and its Authorized Users' accounts, whether or not authorized, and Massive may rely on any instruction or action taken within them. Customer agrees that Customer will, and will inform each Authorized User that it shall: (i) provide true, accurate, current, and complete information as prompted by the account registration form (the "Registration Data"), (ii) maintain and promptly update the Registration Data to ensure the information is always true, accurate, current, and complete, and (iii) promptly, and without undue delay, inform Massive of any confirmed or reasonably suspected unauthorized use of an account or any other breach of security. Massive undertakes no obligation to verify the Registration Data provided by Customer or its Authorized Users. However, if Massive finds or reasonably suspects that the provided information is materially untrue, inaccurate, not current, or incomplete, Massive may, upon reasonable notice and opportunity to cure, suspend Customer's or any Authorized User's account and refuse any and all current or future use of the Services (or any part of them), until such condition is remedied to Massive's reasonable satisfaction. Customer will promptly provide any information Massive or a Third-Party Provider reasonably requests to verify Customer's qualification for any Third-Party Data.
(b) Customer acknowledges and agrees that Customer will be responsible for any liability to the extent arising from an unauthorized access, disclosure, sharing, or use of Customer's or its Authorized Users' account or Credentials (a "Credential Compromise"). Customer must prevent any Credential Compromise, and otherwise ensure that its account and Credentials are not used or modified by anyone other than Customer or its Authorized Users. Customer will not share Credentials with anyone other than its Authorized Users and will use them only in systems Customer controls or in Non-Massive Services it enables under Section 2.6. If a Credential Compromise occurs, Customer must immediately notify Massive and cooperate with Massive, including providing information that Massive requests. Customer agrees that Massive shall not be liable for any loss arising from a Credential Compromise nor shall Massive be liable or responsible for any unauthorized access or misuse of the Services, except to the extent caused by a compromise of Massive's own systems or by Massive's gross negligence, fraud, or willful misconduct. Customer is responsible for all requests and purchases made by automated systems, including AI agents, that use its Credentials or a payment method it controls.
(c) Massive may offer Services without requiring an account, including on a pay-per-request basis. This Agreement governs Customer's access to and use of those Services and the Information provided through them. Each purchase covers only the Information specified for that request and does not create a subscription. Customer is responsible for purchases made by automated systems it authorizes.
4. Ownership Rights
4.1 Massive Intellectual Property
Subject to the limited rights expressly granted hereunder, Massive, its Affiliates, and its Third-Party Providers and other licensors reserve all of their right, title, and interest in and to the Services, the Information, the Documentation, the Usage Data, and the De-identified Data, including all of their related Intellectual Property Rights. This Agreement is not a sale, and no rights are granted to Customer hereunder other than as expressly set forth herein.
4.2 Customer Intellectual Property
Except as set forth herein, this Agreement does not give Massive any rights of ownership in, or related to, any Intellectual Property Rights owned by Customer. Unless otherwise specified in a Third-Party Agreement and subject to the rights of Massive and its Third-Party Providers in the Services and the underlying Information, Customer will own all rights in and to any data and works produced by Customer from Customer's use of the Information in accordance with the terms of this Agreement and any Third-Party Agreements, other than any Information they contain.
4.3 Usage Data and De-Identified Data
Customer hereby acknowledges and agrees that Massive owns all Usage Data and has a perpetual and irrevocable right to collect, analyze, use, and evaluate all Usage Data for Massive's own purposes without accounting or compensation to Customer. This includes, without limitation, using such data to operate, improve, and develop the Services; to calculate Fees and monitor compliance; and for research, analytics, benchmarking, marketing, and product development. To the extent any Usage Data contains Personal Data, Massive's collection, use, retention, and disclosure of such Usage Data will be governed by the Massive Privacy Policy. Massive may disclose Usage Data to Third-Party Providers as needed for usage reporting, audits, and compliance with Third-Party Agreements. In addition, Customer acknowledges and agrees that Massive may compile De-identified Data and use it for any lawful purpose. For the avoidance of doubt, De-identified Data shall belong to Massive.
4.4 Feedback
Customer, its Affiliates, or its Authorized Users may, but are not obligated to, provide Feedback to Massive relating to the Services or Massive's business operations. To the extent Customer, its Affiliates, or its Authorized Users provides Feedback to Massive, Customer, on behalf of itself, its Affiliates, and its Authorized Users grants Massive a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use, incorporate, or otherwise exploit any such Feedback into its software, the Services, or its business operations for any purpose, including developing, improving, manufacturing, promoting, selling, and maintaining the Services.
5. Confidentiality
5.1 Confidential Information
The Disclosing Party may disclose to the Receiving Party certain Confidential Information. The Disclosing Party agrees that these confidentiality obligations and restrictions on use will not apply to any information that the Receiving Party can document: (a) is or becomes generally available to the public through no action or inaction of the Receiving Party; (b) was lawfully in its possession or known by it without restriction prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of or reference to any Confidential Information of the Disclosing Party. Nothing in this Section 5 precludes either Party from disclosing the other Party's Confidential Information as required by law or a legal process, provided that the Receiving Party (i) to the extent legally permitted, gives the Disclosing Party prior written notice sufficient to permit the Disclosing Party to contest the disclosure or seek a protective order (or other confidential treatment) and (ii) reasonably cooperates with the Disclosing Party (at the Disclosing Party's expense) in limiting the disclosure. In addition, a Party may disclose information concerning this Agreement and the transactions contemplated under this Agreement, including providing a copy of this Agreement, to potential acquirers, merger partners, investors, attorneys, auditors, investment bankers, and their Personnel (solely in connection with the due diligence review of such Party and provided that the recipients of the disclosures are subject to confidentiality obligations at least as protective as those in this Agreement).
5.2 Protection of Confidential Information
The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. The Receiving Party agrees (a) not to use the Disclosing Party's Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement, and (b) not to disclose such Confidential Information to any third party, except to its Personnel who have a legitimate need to know the Confidential Information in connection with this Agreement and who are bound by written confidentiality obligations at least as protective as those set forth herein. Notwithstanding the foregoing, either Party may disclose Confidential Information to any governmental, regulatory, or supervisory authority having jurisdiction over such Party, its affiliates, or its business operations, in the ordinary course of an examination, audit, inspection, investigation, or other similar review. In all other instances, and where legally permitted, the Receiving Party shall provide prior notice to the Disclosing Party before making such disclosure. Customer further acknowledges and agrees that Massive may disclose Customer's Confidential Information to applicable Third-Party Providers, to the extent necessary, provided that such Third-Party Providers are bound by confidentiality obligations, by agreement with Massive or by law, covering the disclosed information. Each Party is responsible for any breach of this Section 5 by its Personnel.
5.3 Return of Confidential Information
Promptly following the earlier of (a) the expiration or termination of this Agreement, or (b) the Disclosing Party's request, the Receiving Party shall return to the Disclosing Party, or at the Disclosing Party's option, destroy all Confidential Information of the Disclosing Party in written, electronic, or other tangible form, including, without limitation, all copies thereof. Upon request, the Receiving Party shall certify in writing its and its Personnel's compliance with the obligations under this Section 5.3.
5.4 Redundancy
Notwithstanding the foregoing, the Receiving Party may retain Confidential Information (a) contained in electronic archives and backups made in the ordinary course of business; (b) that such Party is required by law to maintain; or (c) that such Party reasonably determines is necessary to demonstrate to the other Party or any regulatory authority the Receiving Party's compliance with this Agreement or any applicable laws or regulations; provided that all such Confidential Information retained will remain subject to the protections set forth herein for so long as it remains in the Receiving Party's possession or control. At such time as a Party's basis for retaining such information ceases to exist, such Party will return or destroy such information as set forth above.
5.5 Injunctive Relief
If the Receiving Party discloses (or threatens to disclose) any Confidential Information of the Disclosing Party in breach of this Section 5, or Customer breaches (or threatens to breach) Section 6.1, the non-breaching Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts without posting bond, it being acknowledged by the Parties that any other available remedies may be inadequate.
6. Customer Obligations
6.1 Customer Use Restrictions
Except as expressly permitted under this Agreement or an Order Form, and in each case subject to every applicable Third-Party Agreement, Customer will not and will not permit or encourage anyone else to:
(a) bypass, disable, or exploit any limitation, restriction, or security mechanism of the Services; gain or attempt to gain unauthorized access to the Services; disrupt, overload, or impair the Services, including through a denial-of-service attack or by transmitting malware or other harmful code; or scrape, crawl, or otherwise extract Information by automated means other than the access methods described in the Documentation;
(b) use the Services to transmit or store unlawful, infringing, or tortious material, to impersonate any Person or misrepresent Customer's identity or affiliation, or otherwise to violate the rights of Massive or others;
(c) violate any Third-Party Agreement or any law, regulation, or rule of any governmental authority, self-regulatory organization, or exchange that applies to Customer's use of the Services or the Information;
(d) use, redistribute, reverse assemble, reverse compile, copy, modify, display, disseminate, sublicense, sell, publish, reproduce, resell, transfer, or otherwise make available any portion of the Information to anyone other than Customer, its Authorized Users, or its Edge Users, make it available to Edge Users other than by display under Section 2.2(b), transmit it to an Edge User's device beyond what that display requires, or provide any display that gives anyone access to the Information as a data feed, file, or other systematic or machine-readable delivery or that otherwise functions as a substitute for the Services or for obtaining the Information from Massive;
(e) access the Services if Customer is a direct competitor of Massive; use the Services or the Information to build any data feed, API, or other product or service that delivers Information as a substitute for obtaining it from Massive; copy, modify, create derivative works of, resell, or otherwise make available to any third party the Services or any part, feature, or user interface of them; except to the extent applicable law permits, disassemble, decompile, reverse engineer, or attempt to derive the source code of the Services; or access the Services to determine whether they fall within the scope of any patent;
(f) use the Information to create any index, benchmark, reference rate, indicative value, net asset value, investment product, financial contract (including, without limitation, futures, options, swaps, perpetual contracts, event contracts, contracts for difference or spread betting), settlement value, or investment strategy unless licensed to do so in an Order Form or other written agreement with Massive and by each applicable Third-Party Provider;
(g) remove or obscure any proprietary notice in the Services or the Information; fail to display with any Information the attribution, delay label, or other notice that the applicable Third-Party Provider requires; or alter or present the Information in a manner that is inaccurate, unfair, uninformative, fictitious, misleading, or discriminatory, including as to its source, value, or timeliness;
(h) provide Massive with any Edge User Personal Data;
(i) continue to make Information available to any Edge User or other Person after Massive or a Third-Party Provider directs Customer to stop; or
(j) use the Information to train, fine-tune, or distill any machine-learning or artificial-intelligence model unless an Order Form expressly permits it, or permit any AI tool or other Non-Massive Service to use the Information for its own purposes, including to train or improve its models.
Customer is responsible for any breach of this Agreement by its Authorized Users, its Edge Users, and any other Person that receives Information through Customer, and will not grant any of them greater rights in the Information than this Agreement grants Customer. Customer agrees that it will promptly notify Massive of any violation or suspected violation of this Agreement and cooperate with Massive and any affected Third-Party Provider to stop and remedy it.
6.2 Monitoring Customer's Use of the Services
Massive has no obligation to Customer to monitor Customer's use of the Services; however, Massive reserves the right to monitor such use, and to review, retain, and disclose any information as necessary to ensure compliance with the terms of this Agreement, and to satisfy or cooperate with any Third-Party Provider that Massive has a contractual obligation to as a data vendor or any applicable law, regulation, legal process, or governmental request. Customer will provide information reasonably requested by Massive to verify Customer's use of the Information and applicable Fees. Where an applicable Third-Party Agreement requires record retention or audit cooperation, Customer will comply with those requirements and reasonably cooperate with Massive in demonstrating compliance.
6.3 Suspension of Services for Compliance and Security
Without limiting any other suspension rights that Massive may have, Massive may immediately suspend, throttle, or rate-limit any or all Services to Customer or its Authorized Users, if: (a) Massive reasonably believes that further provision of the Services would be (or would present a substantial risk) in contravention of any applicable laws, rules, regulations, rules of any self-regulatory organization, or any Third-Party Agreements; (b) a Third-Party Provider requires or directs Massive to do so; (c) Customer breaches this Agreement or any other agreement between the Parties; (d) Customer or its Authorized Users breach any use restrictions contained in Section 6.1(a); or (e) Massive believes that Customer's use of the Services (i) is or may be harmful to Massive or any third party; (ii) degrades, or may degrade, the security, stability, or reliability of the Services or any third party's system (e.g., a distributed denial of service attack); or (iii) is or may be unlawful.
7. Payment Obligations
7.1 Fees
Customer will pay all Fees as specified in the applicable Order Forms or, where no Order Form specifies them, as presented when Customer purchases or uses the Services. Fees for usage-based Services are calculated using the metric stated in the applicable Order Form or plan, as measured by Massive's records, which control absent manifest error, and amounts billed for Third-Party Data follow the applicable Third-Party Provider's units of count and fee rules. Where Massive bills Third-Party Data as a separate charge, that charge follows the applicable Third-Party Provider's then-current rates from the date the Third-Party Provider's change takes effect and is not an increase in Fees under the last two sentences of this Section 7.1. All Fees paid and expenses reimbursed under this Agreement will be in US Dollars unless Massive designates another currency or payment method for a transaction. Except as specified herein, payment obligations are non-cancelable and fees paid are non-refundable. The Fees shall not be subject to any setoff, recoupment, counterclaim, deduction, debit, or withholding, for any reason (other than any deduction or withholding of tax, as may be required by applicable law). If Customer is required by applicable law to make any deduction or withholding from any payment due hereunder, then, notwithstanding anything to the contrary contained hereunder, the gross amount(s) payable by Customer shall be increased so that, after any such deduction or withholding for taxes, the net amount received by Massive will not be less than what Massive would have received had no such deduction or withholding been required. Unless otherwise agreed to by the Parties or as set forth on an Order Form, all Fees for any Subscription Renewal Terms will be Massive's then-current Fees for the applicable Services. In addition to the foregoing, to the extent that any applicable Third-Party Providers impose increased costs or expenses on Massive that materially affect Massive's cost of delivering the applicable Services to Customer, Massive reserves the right, in its sole discretion, to pass through any such increased costs and expenses to Customer by reasonably increasing the Fees with respect to the applicable Services upon at least thirty (30) days prior notice to Customer. If Customer does not accept the increase, Customer may terminate the applicable Services by notice before the increase takes effect, without liability for Fees for those Services that would accrue after the termination.
7.2 Invoicing and Payment
Customer will provide Massive with valid and updated credit card information, or with a valid alternative payment method reasonably acceptable to Massive. If Customer provides credit card information to Massive, Customer authorizes Massive to charge such credit card for all Fees and other amounts due under this Agreement, including amounts due under Section 11.3 and amounts under the last sentence of this Section 7.2. If the Order Form specifies that payment will be by a method other than a credit card, Massive will invoice Customer in accordance with the relevant Order Form, and Massive may assess Customer a five percent (5%) administrative fee. Customer is responsible for providing complete and accurate billing and contact information to Massive and notifying Massive of any changes to such information. Where an Order Form, the applicable plan, or a Third-Party Agreement requires Customer to report usage, Edge Users, or other billing metrics, Customer will report them accurately and on time. Unless otherwise stated in the Order Form, Fees are due on the invoice date. Massive may elect to charge interest in the amount of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less) on all late payments not reasonably in dispute. Customer must notify Massive in writing of any disputed charge within thirty (30) days after the invoice or charge date, describing the dispute in reasonable detail, and must pay all undisputed amounts when due. Charges not disputed within that period are final as against Customer, and this sentence does not limit Massive's right to invoice amounts not previously billed. Customer will pay any fees, charges, or assessments a Third-Party Provider imposes on Massive as a result of Customer's unauthorized use of Third-Party Data, Customer's inaccurate, late, or missing reporting, or Customer's failure to maintain or provide records or to cooperate with an audit under Section 6.2, including amounts a Third-Party Provider assesses on a presumed or maximum-usage basis and any administrative fees or interest it charges.
7.3 Taxes
The Fees do 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 applicable jurisdiction ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases under this Agreement and any Order Form. If Massive has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 7, Massive will invoice Customer, and Customer will pay that amount (unless Customer provides Massive with a valid tax exemption certificate authorized by the appropriate taxing authority). Massive is solely responsible for Taxes assessable against Massive based on its income, property, and employees. If any taxing or governmental authority asserts that Customer should have made a deduction for withholding for or on account of any taxes with respect to all or a portion of any payment(s) made hereunder, Customer hereby agrees to indemnify Massive for such taxes and to hold Massive harmless on an after-tax basis from and against any such taxes, interest penalties levied or asserted against it in connection therewith.
7.4 Suspending or Downgrading for Nonpayment
If any amount owed by Customer under this Agreement that is not subject to a good faith dispute is overdue, Massive may, without limiting its other rights and remedies, suspend or restrict access to any and all Services or downgrade any fee-based Services to free plans until those amounts are paid in full. If Customer is not downgraded to a free plan, Customer will continue to be charged fees during any period of suspension. If Customer is downgraded to a free plan, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionalities, as illustrated by comparing the plans on the Massive website located at massive.com.
8. Representations and Warranties; Disclaimer
8.1 Massive Representations and Warranties
Massive represents and warrants that: (a) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (b) the Services delivered under this Agreement will operate substantially in conformity with the Documentation under normal use and circumstances. Customer's sole and exclusive remedy and Massive's sole obligation for a breach of the warranties in this Section will be the correction or re-performance of the nonconforming Services by Massive. If, after reasonable efforts, neither remedy is commercially available, Massive may cancel this Agreement and refund to Customer a pro-rata portion of the Fees (i.e., all Fees that have been paid but not used by Customer from the date of notice by Customer of such breach).
8.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MASSIVE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT MASSIVE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE INFORMATION WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR-FREE. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES AND THE INFORMATION ARE ACCURATE OR SUFFICIENT FOR CUSTOMER'S PURPOSE. IT IS EXPRESSLY UNDERSTOOD THAT THE SERVICES AND THE INFORMATION ARE NOT INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT, FINANCIAL, OR ACCOUNTING ADVICE, NOR SHOULD THE SERVICES OR THE INFORMATION BE CONSTRUED AS A RECOMMENDATION, OR AN OFFER TO BUY OR SELL, OR THE SOLICITATION OF AN OFFER TO BUY OR SELL ANY SECURITY, FINANCIAL PRODUCT, OR INSTRUMENT OR TO PARTICIPATE IN ANY TRADING STRATEGY.
9. Indemnification
9.1 Massive Indemnification
Massive shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and Affiliates against any third party claims, actions, or proceedings arising out of or in connection with, and to the extent caused by, any infringement by the Services against any patent, copyright, or trademark, or the misappropriation of any trade secret (except for claims excluded under clauses (i) through (iv) below). If any part of the Services become, or, in Massive's opinion, is likely to become, the subject of any claim of infringement, Massive may, at its sole option, (a) obtain for Customer the right to continue using the affected Services; (b) replace or modify the affected Services so that it becomes non-infringing while providing substantially equivalent functionality; or (c) if such remedies are not available on commercially reasonable terms as determined by Massive, terminate the license to use the Services for the affected portion of the Services, and promptly refund any pre-paid subscription Fees for the affected portion of the Services. Notwithstanding the foregoing, Massive shall have no liability for infringement claims if the alleged infringement is based on or arises from (i) the combination or use of the Services with software or other materials not provided or recommended for use by Massive, (ii) the modification of the Services by anyone other than Massive, or at Massive's direction, (iii) the use of the Services or the Information not in accordance with the Documentation or this Agreement, or (iv) the use of other than the then most current version of the Services if the use of the most current version of the Services would have eliminated the infringement, and Customer was notified of and given a reasonable opportunity to use the most current version thereof. THIS SECTION 9.1 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND MASSIVE'S SOLE AND EXCLUSIVE LIABILITY, REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
9.2 Customer Indemnification
Customer will indemnify, defend, and hold harmless Massive, and its officers, directors, employees, and Affiliates, and each Third-Party Provider, against all claims, actions, or proceedings (a) arising out of or in connection with, and to the extent caused by, the negligence or intentional misconduct of Customer, its Authorized Users, its Edge Users, or any other Person that receives Information through Customer; (b) arising out of or in connection with, and to the extent caused by, Customer's breach of any provision of this Agreement or any Third-Party Agreement; or (c) brought by an Edge User or any other Person that receives Information through Customer, or otherwise arising out of any product or service of Customer that uses or displays the Information, including a claim alleging that the Information was inaccurate, incomplete, delayed, or interrupted and including where the claim alleges that the negligence of Massive or a Third-Party Provider caused or contributed to the loss, but excluding any claim to the extent caused by Massive's gross negligence, fraud, or willful misconduct or for which Massive is responsible under Section 9.1.
9.3 Indemnification Obligations
The indemnification provided in Section 9.1 and Section 9.2 is conditioned on (a) the Party to be indemnified (the "Indemnified Party") giving the indemnifying Party (the "Indemnifying Party") prompt written notice of such claim (provided that a delay excuses the Indemnifying Party only to the extent it is materially prejudiced); (b) the Indemnified Party providing its full cooperation in the defense of such claim, if requested by the Indemnifying Party; and (c) the Indemnified Party granting the Indemnifying Party the sole authority to defend or settle the claim; provided, however, that any settlement does not deprive the Indemnified Party of any future rights or admit fault on its behalf. The Indemnified Party may engage legal counsel to monitor, but not control, any such claim at the Indemnified Party's expense. Clause (c) of this Section 9.3 and the preceding sentence do not apply to a claim under Section 9.2 that is brought by or against a Third-Party Provider or that a Third-Party Provider has asserted against Massive. Massive or the Third-Party Provider, as applicable, may control the defense and settlement of that claim with counsel of its choice, Customer will reimburse the reasonable costs of that defense as incurred, and no settlement by Massive or the Third-Party Provider reduces Customer's obligations under Section 9.2.
10. Limitation of Liability
10.1 Exclusions of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NO MATTER HOW CAUSED OR THE THEORY OF LIABILITY, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE, THE PARTIES AGREE THAT, EXCEPT FOR CUSTOMER'S BREACH OF SECTION 6.1 OR OTHER MISUSE OR UNAUTHORIZED USE OF THE INFORMATION, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, OR OTHER INDIRECT DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, OR ACCURACY OF RESULTS, OR (B) ANY MATTER BEYOND THE PARTY'S REASONABLE CONTROL.
10.2 Maximum Liability
EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S BREACH OF SECTION 6.1, AND CUSTOMER'S OTHER MISUSE OR UNAUTHORIZED USE OF THE INFORMATION, EACH PARTY AGREES THAT A PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, NO MATTER THE THEORY OF LIABILITY, WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID OR OWED BY CUSTOMER UNDER THE AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT).
11. Term and Termination
11.1 Term
This Agreement will commence on the Effective Date, and will remain in effect until the earlier of (a) the date this Agreement is terminated as set forth herein or (b) the expiration or termination of all Order Forms governed by this Agreement (the "Term"). For Services purchased without an account, clause (b) does not apply to those Services, and Massive may terminate this Agreement as it applies to those Services at any time on notice. For any subscription-based Services, each Order Form will commence on the Subscription Start Date and will continue for the stated Subscription Length (the "Initial Subscription Term"), unless terminated earlier as provided in these Terms. Thereafter, each subscription will automatically renew for subsequent lengths equal to the Subscription Length (each, a "Subscription Renewal Term" and collectively with the Initial Subscription Term, the "Subscription Term"), unless otherwise agreed to by the Parties, as set forth in an Order Form, or either Party gives the other Party notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Subscription Term or, for a subscription purchased online, Customer cancels it through its account before the next renewal date. Termination or expiration of one Order Form or subscription does not terminate this Agreement or any other Order Form or subscription. Customer may stop using usage-based Services that carry no minimum commitment at any time and remains responsible for Fees already incurred.
11.2 Termination
Without prejudice to any other remedies and in addition to any other termination rights herein, either Party may terminate this Agreement (including all related Order Forms): (a) for a material breach by the other Party that remains uncured thirty (30) days after written notice from the non-breaching Party; (b) to the extent permitted by applicable law, immediately upon written notice if the other Party seeks protection under a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors, or similar proceeding, or such a proceeding is instituted against it and not dismissed within sixty (60) days; (c) if the other Party ceases operations without a successor; or (d) by notice given within ninety (90) days after the other Party undergoes a change of control in favor of a direct competitor of the terminating Party. Massive may also terminate this Agreement, including all related Order Forms, or any affected Order Form, Services, or access to Information: (i) if Services suspended or downgraded by Massive under this Agreement, including Section 6.3, are not reinstated within thirty (30) days; or immediately if (ii) a Third-Party Provider requires or directs Massive to stop providing Information to Customer, or (iii) Massive loses the license, right, or ability to provide any Information, or its license or right is interrupted or impaired. Massive will notify Customer of termination under clause (ii) or (iii) if permitted to do so. If Customer terminates under clause (a), or Massive terminates Services because it is unable to provide them pursuant to clause (iii) above, Massive will promptly refund prepaid Fees for the terminated Services attributable to the period after termination takes effect. For the avoidance of doubt, no refund is due under this Section 11.2 if the termination results from Customer's breach of this Agreement or a Third-Party Agreement, or Customer's failure to obtain or maintain a required Third-Party Agreement or qualification.
11.3 Effect of Termination
Upon expiration or termination of this Agreement, an Order Form, or a subscription for any reason, all rights and licenses granted by Massive hereunder to Customer for the affected Services will immediately cease including the right to use the related Information, Customer must end all access by its Authorized Users, Edge Users, and any other recipients, Customer must delete all related Information in its possession or control, including downloaded files, and certify the deletion on request, and any monies owed by Customer to Massive shall become immediately due and payable. Customer may retain the data and works it created under Section 2.2(c), subject to any applicable Third-Party Agreement. For the avoidance of doubt, Customer has no right to terminate this Agreement, any Order Form, or any subscription for convenience. Customer acknowledges that Massive has established the Fees, including any discount or other pricing concession, in reliance on Customer's commitment to purchase the Services for the entire Subscription Term and, accordingly, except as expressly provided in this Agreement, all Fees for such Subscription Term are non-cancelable and non-refundable, and Customer's obligation to pay such Fees shall not be reduced, suspended, or discharged by Customer's cancellation of, non-renewal of, or failure to maintain any Third-Party Agreement. Termination will not relieve either Party from any liability arising from any breach of this Agreement. Neither Party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Termination of this Agreement by a Party will be without prejudice to any other right or remedy of a party under this Agreement or applicable law.
11.4 Survival
Termination of this Agreement or any Order Form will not affect Section 2.5, Section 4, Section 5, Sections 6.1 and 6.2 in full (including the records, audit-cooperation, and verification obligations), Sections 7.1 through 7.3 with respect to amounts accrued or due, Section 8.2, Section 9, Section 10, Section 11.3, Sections 12 through 14, and any other provision that by its nature is intended to survive, all of which shall expressly survive such termination.
12. Dispute Resolution; Waiver of Jury Trial
In the event that any dispute arises between the Parties with respect to this Agreement, the Parties will first attempt to resolve the dispute, in good faith, through consultation. If consultation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration, before one (1) arbitrator in accordance with the then prevailing rules of commercial arbitration of JAMS. Any arbitration proceedings will take place in the English language in Atlanta, Georgia. The arbitrator's award (the "Award") will be final, and judgment may be entered upon it by any court having jurisdiction over such matter. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent or stop a breach of Section 5 or Section 6.1 or an infringement of its Intellectual Property Rights, and this Section 12 does not govern any Third-Party Agreement. Every arbitrator engaged pursuant to this Section 12, and all proposed arbitrators must be at arm's length from both Parties and shall not have any interest in the dispute. Each arbitrator shall, subject to applicable rules, determine the procedure for hearing the dispute but shall be caused to give written reasons for material findings of fact and a written decision. Each arbitrator shall determine the liability among the Parties to the dispute for the cost of the dispute resolution process and for the payment of the arbitrator. The Parties shall maintain the confidential nature of the arbitration proceeding and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by applicable law. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, IRREVOCABLY WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THE AGREEMENT.
13. Compliance with Laws
Both Parties will observe and comply with all applicable federal, state, and local laws, rules, and regulations in connection with their performance under this Agreement. Each Party will comply with all applicable export control and economic sanctions laws, including the Export Administration Regulations and the economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. Customer will not export, re-export, allow the re-export, transship, download, or transmit any part of the Services, the Information, or Confidential Information to any country, region, or Person to which such transmission is restricted by applicable regulations or statutes, including to any Person on the Specially Designated Nationals and Blocked Persons List or the Denied Persons List or any entity fifty percent (50%) or more owned by such Persons, or to any country or region to which a Third-Party Provider prohibits distribution of its Third-Party Data (including Russia and Belarus), and Customer will not use or permit use of the Information on behalf of any Person located, organized, or headquartered in such a country or region. Customer represents and warrants, on a continuing basis, that neither Customer nor any Person that owns or controls it is on any U.S., United Nations, European Union, or United Kingdom sanctions or restricted-party list or is located, organized, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions.
14. Miscellaneous
14.1 Publicity
Massive may identify Customer as a customer of Massive, including, but not limited to, using Customer's name and logo on its website, customer lists, and similar marketing materials. Neither Party may issue a press release relating to this Agreement without the other Party's prior written consent.
14.2 Governing Law
This Agreement and all matters arising directly or indirectly from it will be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of Georgia and without regard to the U.N. Convention on the International Sale of Goods.
14.3 Notices
Except as otherwise set forth herein, all notices under this Agreement will be by email, although Massive may instead choose to provide notice to Customer through the Services. Notices to Customer by email will be sent to the email of Customer's primary contact or as set forth in an Order Form. Notices to Massive will be sent to support@massive.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@massive.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services. Massive may give notice to a Customer that purchased Services without an account by posting it in the Documentation for those Services, effective when posted.
14.4 Assignment
Each Party agrees that it will not assign this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld or delayed; provided, however, that either Party may assign this Agreement without prior written consent to: (a) a parent or subsidiary, (b) an acquirer of all or substantially all of the stock or assets of such Party, or (c) a successor by merger. Any assignment in violation of this Section 14.4 shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.
14.5 Severability
This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
14.6 Entire Agreement
This Agreement, including these Terms, the applicable Order Form, and any set of terms incorporated by reference into this Agreement constitutes the Parties' entire agreement with respect to their subject matter and supersede any prior or contemporaneous agreements, written or oral, relating thereto. To the extent there is any conflict among these Terms, an applicable Order Form, or any set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the terms of the Order Form, (b) these Terms, and (c) all terms incorporated by reference into these Terms. Notwithstanding the foregoing, each applicable Third-Party Agreement controls over this Agreement and any Order Form with respect to the Third-Party Data it covers, and nothing in this Agreement or an Order Form grants rights in Third-Party Data beyond those the applicable Third-Party Provider authorizes. No Third-Party Agreement expands Massive's obligations or liability to Customer or reduces Customer's obligations to Massive. Terms in any Customer purchase order or similar business form do not apply.
14.7 Waiver
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.8 Amendments
Massive reserves the right to modify all or any part of this Agreement at any time by posting a revised version of the modified Terms or terms incorporated by reference or by notifying Customer. The modified Agreement is effective upon posting or, if Massive notifies Customer, then as stated in the notice. By continuing to use the Services after the effective date of any modification to this Agreement, Customer agrees to be bound by the modified Agreement. No modification changes the expressly negotiated terms of an executed Order Form during its then-current Subscription Term, except a modification that a Third-Party Provider or applicable law requires. It is Customer's responsibility to check the Services regularly for modifications to this Agreement. Except as this Agreement otherwise allows, this Agreement may not be modified except in a writing signed by the Parties.
14.9 Force Majeure
Neither Party will be liable for any failure or delay in the performance of any of their respective obligations (other than confidentiality obligations and payment obligations) if prevented from doing so by a cause or causes beyond its reasonable control (a "Force Majeure Event"). Without limiting the generality of the foregoing, Force Majeure Events include fires, floods, terrorism, strikes, blackouts, war, restraints of government, utility or communications failures or interruptions, failures of third-party vendors including Third-Party Providers, Internet slow-downs or failures, computer hackers or other causes that are beyond a Party's reasonable control. Failure to meet due dates or time schedules resulting from a Force Majeure Event will extend the due dates or time schedules for reasonable periods of time as determined by the Parties in good faith.
14.10 Relationship of the Parties; Third-Party Beneficiaries
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement.