Platform Terms of Service

This Agreement is entered into between the organization executing or accepting this Agreement, including all of its employees and agents (“Customer”), and Caspio, Inc., a Delaware corporation with headquarters located at 1286 Kifer Road, Suite 107, Sunnyvale, CA 94086 USA (“Caspio”). This Agreement is effective as of the earliest of: (a) Customer’s click-through acceptance, (b) execution of this Agreement, or (c) execution of an Order Form that references this Agreement.

Capitalized terms used in this Agreement have the meanings set forth in the Definitions section.

In addition to these Platform Terms of Service, Customer acknowledges the applicability of the following attachments:

• Privacy Policy (Attachment A);
• Data Processing Agreement (Attachment B);
• Service Level Agreement (Attachment C), if applicable to Customer’s level of service;
• Consulting Services Agreement (Attachment D), if applicable to Customer’s Order Form or subsequently agreed upon by the parties;

BY (i) CLICKING THROUGH INDICATING ACCEPTANCE; OR (ii) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR (iii) DIGITALLY OR MANUALLY SIGNING THIS AGREEMENT, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT SO AGREE, CUSTOMER MAY NOT USE THE SERVICE.

1. DEFINITIONS

The following definitions apply to this Agreement:

“Account” means Customer’s password-protected account for access to and use of the Service, including all associated data, applications, and billing, regardless of plan type or subscription level.

“Agreement” means these Platform Terms of Service and all related attachments.

“AI Tools” means the artificial intelligence and machine learning tools provided by Caspio as part of the Service.

“Business Associate Agreement” or “BAA” means the agreement executed between Customer and Caspio governing the use and disclosure of Protected Health Information as defined under HIPAA.

“Caspio Platform” means Caspio’s proprietary no-code application development platform.

“Compliance Account” means an Account subscribed to a Compliance-level service plan that is subject to enhanced regulatory data retention, elevated security controls, audit trail capabilities, and applicable compliance policies, procedures, and infrastructure.

“Confidential Information” means Customer Data, Personal Data, and any other information disclosed by either party that is marked as confidential at the time of disclosure or that a reasonable business person would understand to be confidential given the circumstances. Subject to the exclusions in Section 11.

“Customer Data” means all data, content, and information that Customer, its employees, or its End Users upload, submit, store, or generate within Customer’s Account in the course of using the Service. Customer Data does not include system-generated logs, metadata, or diagnostic data.

“End Users” means any individuals who access or interact with applications deployed from Customer’s Account, including Customer’s employees, contractors, customers, and the general public.

“HIPAA Account” means a Compliance Account for which a Business Associate Agreement has been executed between Customer and Caspio in accordance with HIPAA, enabling the processing of Protected Health Information as defined in 45 C.F.R. §160.103.

“Intellectual Property Rights” means all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, and any other intellectual property or proprietary rights, however arising.

“Marketplace” means Caspio’s online directory through which Caspio and third-party providers make available application templates, extensions, customizations, connectors, and other assets to Customers.

“Material Breach” means a failure by either party to perform a material obligation under this Agreement that, if not cured, would substantially deprive the non-breaching party of the benefit of the Agreement.

“Non-Caspio Products and Services” means third-party products, connectors, and services made available through the Marketplace or otherwise.

“Order Form” means a document, proposal, or online order that has been executed by Customer or mutually executed by both parties, specifying the Customer’s selected plan, subscription term, fees, and any applicable attachments or add-ons.

“Partner” means an independent third-party service provider that has joined Caspio’s partner program to offer implementation and related services to Customers. Partners may be designated by Caspio at various program levels (e.g., Silver, Gold, Platinum) or as certified, and may be listed in Caspio’s partner directory.

“Personal Data” means information related to an identified natural person or that could reasonably be used, alone or in combination with other reasonably available data, to identify a natural person.

“Service” or “Services” means the Caspio Platform and all related hosted services, downloadable components, and documentation.

2. TERM AND RENEWAL

The term of this Agreement is as set forth in Customer’s Order Form. In the absence of an Order Form, the term is one year, or if a multi-year payment schedule is selected, the term equals the length of the payment cycle. The billing frequency (monthly, annual, or otherwise) does not by itself determine the term. Certain plans may be purchased on a month-to-month basis when billed monthly, as specified at the time of purchase or on the Order Form. Customer is liable for all fees associated with Customer’s Account according to the terms hereof.

This Agreement renews automatically for another term of equal length at the end of each term, unless previously terminated by either party or a different plan and/or term is selected to take effect upon expiration of the then-current term. Downgrades require written notice at least thirty (30) days prior to the expiration of the then-current term and will be effective upon expiration of that term.

3. TERMINATION

Either party may terminate this Agreement for convenience by providing written notice at least thirty (30) days prior to the expiration of the then-current term. Early termination by Customer prior to the expiration of the then-current term does not relieve Customer of the obligation to pay all fees for the remainder of the term.

Either party may terminate this Agreement upon thirty (30) days’ written notice in the event of a Material Breach that is not cured within thirty (30) days after notice.

If Caspio terminates this Agreement due to Customer’s uncured Material Breach, Customer shall remain liable for all fees through the end of the then-current term. If Customer terminates this Agreement due to Caspio’s uncured Material Breach, Caspio shall refund any prepaid fees covering the remainder of the term following the effective date of termination.

HIPAA Accounts and Compliance Accounts incur a mandatory log archiving fee when closed for any reason. This fee enables Caspio to maintain transaction logs of the Account for the required retention period of six (6) years for HIPAA Accounts and three (3) years for Compliance Accounts. The log archiving fee for HIPAA Accounts is equal to two (2) months of the Account’s highest monthly fee during the prior six (6) years, and for Compliance Accounts is equal to one (1) month of the highest monthly fee during the prior three (3) years.

Upon expiration or termination of this Agreement, Customer shall cease use of the Service and remove all references to Caspio from Customer’s websites and any other properties where Caspio-powered content is displayed. Customer is responsible for exporting Customer Data prior to expiration or termination; Caspio shall have no obligation to maintain or make available any Customer Data following expiration or termination. Upon termination or expiration, Customer may request a data export within 30 days, subject to payment of any outstanding fees.

4. SURVIVAL

The following sections shall survive expiration or termination of this Agreement: Definitions, Ownership of Intellectual Property, Confidential Information, Limitation of Liability, Indemnification, Compliance with Laws, Governing Law, and any accrued payment obligations.

5. LICENSE

For the term of this Agreement, Caspio grants to Customer a limited, non-transferable, non-exclusive, non-sublicensable right to access and use the Service in accordance with this Agreement. The Service is made available to Customer and its End Users solely as a hosted service over the Internet, and nothing in this Agreement obligates Caspio to deliver or make available any copies of computer programs or code to Customer.

Customer may not: (a) rent, lease, distribute, or resell the Service itself as a standalone platform; (b) use the Service as the basis for developing a solution that competes with the Caspio Platform, or contract with a third party to do so; (c) reverse engineer, decompile, or disassemble the Service; (d) remove or alter any logos, branding, trademark, patent or copyright notices, confidentiality or proprietary legends, or other notices or markings on or in the Service. Nothing in this section restricts Customer from building and commercializing applications using the Service.

If Customer is using a plan offered that does not include white-label rights, Customer: (i) shall not hide or otherwise tamper with Caspio branding on applications deployed from Customer’s Account; (ii) shall maintain accurate contact information; and (iii) shall not register for more than one non-paid Account. Caspio may, in its sole discretion, immediately terminate Customer’s access to the Service if any of these requirements are not met, or change or discontinue any such plan at any time.

Caspio may make available Non-Caspio Products and Services through the Marketplace or otherwise. Any use by Customer of Non-Caspio Products and Services, and any exchange of data between Customer and any Non-Caspio provider, is solely between Customer and the applicable provider. Caspio does not warrant or support Non-Caspio Products and Services, regardless of any designation by Caspio, and is not responsible for any disclosure, modification, or deletion of Customer Data arising from Non-Caspio Products and Services or their providers.

The Service may contain features designed to interoperate with Non-Caspio Products and Services; however, Caspio does not guarantee the continued availability of such features and may cease providing them at any time without refund, credit, or other recourse. Non-Caspio Products and Services may use artificial intelligence or machine learning tools and process Personal Data; Caspio is not responsible for the manner in which such technologies are deployed by Non-Caspio providers, and Customer must consult those providers’ terms and privacy policies.

The Service may include AI Tools. Customer may elect whether or not to use AI Tools. Use of the AI Tools is subject to Customer’s compliance with all applicable laws and this Agreement. Caspio employs appropriate technical and organizational measures to ensure the security and confidentiality of data processed through the AI Tools.

Partners may assist Customer in using the Service but are not agents or representatives of Caspio, and Caspio assumes no responsibility for any Partner’s acts, omissions, or work product. Any referral by Caspio to a Partner does not constitute an endorsement.

6. SUITABILITY

Customer is solely responsible for determining whether the Service, including any features thereof, is suitable for Customer’s intended use case and complies with all laws, regulations, and industry-specific requirements applicable to Customer’s business, industry, and geographic location.

7. DATA PROTECTION RESPONSIBILITIES

Caspio maintains platform-level security measures, including data backups and infrastructure safeguards. Certain plans may include additional security capabilities that Customer may configure for its Account. It is Customer’s responsibility to build and configure applications in accordance with security best practices and applicable data protection laws, including laws related to the use of AI and AI governance.

Customer acknowledges that its Account users have the capability to download data, create API integrations, and authorize third-party services to view or manipulate data and files stored in Customer’s Account. Customer is also able to build applications that allow public or authorized End Users to view or download data. Customer is responsible for managing Account user access in accordance with least-privilege principles and ensuring that Account users are appropriately vetted, trained, and follow all applicable data protection laws, data management security best practices, and Customer’s own policies.

Customer shall be solely responsible and liable for any unauthorized or unintentional data disclosure arising from the acts, omissions, or negligence of Customer, its personnel, or its End Users.

8. USAGE RULES AND RESTRICTIONS

Customer may not access the Service if Customer is a competitor of Caspio, or for purposes of monitoring the Service’s availability, performance, or functionality, or for any other benchmarking or competitive purposes. Customer may not, without Caspio’s prior written consent, allow any employee, consultant, or third party to perform any security integrity review, penetration test, load test, denial-of-service simulation, or vulnerability scan.

Customer shall not use the Service to: (i) conduct any business that is unlawful; (ii) infringe or otherwise violate a third party’s rights; (iii) collect information about third parties without their express consent; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third-party privacy rights; (vii) send or store material containing software viruses, worms, Trojan horses, or other harmful code; (viii) facilitate online real money gambling or lotteries involving the collection or disbursement of funds through the Service; (ix) facilitate or support any pyramid or Ponzi schemes, matrix programs, or similar fraudulent schemes; (x) facilitate or participate in any phishing scheme; (xi) attempt to gain unauthorized access to the Service or its related systems or networks; (xii) falsify the origin of any communication by forging sender information; (xiii) use automated means to scrape, crawl, or otherwise extract data from the Service beyond its intended use; or (xiv) use the Service or any data accessed through the Service to train, develop, or improve any artificial intelligence or machine learning model, unless such activity is performed by Customer within Customer’s own Account using Customer’s own data for Customer’s own internal business purposes. For the avoidance of doubt, this restriction applies to any third party accessing data through Customer’s deployed applications and does not restrict Customer’s right to export or use Customer Data outside the Service.

In addition to the foregoing restrictions, Customer’s use of the Service is subject to the following resource usage expectations.

Certain Caspio plans do not impose fixed limits on the usage of specific resources such as data transfer and triggered actions, or on the use of services such as technical support. These resources and services are intended to accommodate typical business usage patterns.

If Caspio determines that Customer’s usage of unmetered resources materially exceeds what is typical for the applicable plan, or that Customer’s usage patterns adversely impact other customers on shared infrastructure whether or not plan limits are exceeded, Caspio will notify Customer and work with Customer to address the matter or transition to a more appropriate plan.

If a resolution is not reached within thirty (30) days of notification, Caspio reserves the right to transition Customer’s Account to a plan that accommodates actual usage.

9. SUSPENSION DUE TO HARM

Caspio may suspend Customer’s Account if it reasonably concludes that the activity of Customer’s Account is unlawful, violates the Usage Rules and Restrictions section, or causes harm to Caspio, the Service, or others. If Caspio suspends Customer’s access to the Service, Caspio will use commercially reasonable efforts to notify Customer and to resolve the issues causing the suspension. Caspio shall not be liable to Customer or to any third party for any suspension under such circumstances. It is Customer’s responsibility to ensure that the contact information in Customer’s Account is accurate for reaching Customer or Customer’s representative.

10. FEES AND PAYMENT

Fees and any other charges for the use of the Service, including add-ons and overages, are as described on Customer’s Order Form, plan selection, or the Caspio website. All amounts payable under this Agreement shall be paid in United States dollars unless an alternative currency is specified on the Order Form or at the time of purchase. If Customer exceeds certain resource-based plan usage limits, such as data records or integration calls as described on the applicable Order Form or the Caspio website, Customer’s Account may be transitioned to the next applicable plan tier, and fees will be adjusted accordingly. Fees may change from time to time; Caspio will provide Customer at least thirty (30) days’ notice of any change, which will take effect at the start of the next subscription term. Customer’s continued use of the Service after the effective date of the change constitutes acceptance of the new fees and charges.

All Service fees are billed in advance according to Customer’s chosen billing cycle. Overage fees are billed monthly after usage. If any amount is not paid within thirty (30) days of the due date, Customer’s Account is automatically suspended. Upon suspension, Customer’s access to the Account is blocked, and all applications, workflows, and integrations deployed from the Account will cease to function. Suspended Accounts, including all Customer Data and applications, are automatically deleted thirty (30) days after suspension. Notwithstanding the foregoing, Caspio will not permanently delete Customer Data while a billing dispute is pending, provided that (i) Customer has notified Caspio of the dispute in writing within thirty (30) days of the invoice due date, (ii) the dispute relates to a specific, identified billing error supported by reasonable documentation, and (iii) Customer has paid all undisputed amounts in full. Suspension of service will remain in effect during any such dispute. This provision does not apply to general objections to pricing, disputes over previously agreed-upon fees, or claims raised after the thirty (30) day notice period. Neither suspension nor deletion of Customer’s Account relieves Customer of any payment obligations under this Agreement. Reactivation of a suspended Account requires payment of all past-due invoices and the applicable reactivation fee as published on the Caspio website or communicated by Caspio.

If Customer believes any amount has been billed in error, Customer must pay the invoice in full and notify Caspio within thirty (30) days of the end of the applicable billing cycle with reasonable supporting detail. Caspio will review the dispute and issue a credit for any verified billing error.

11. OWNERSHIP OF INTELLECTUAL PROPERTY

Customer retains all rights, title, and interest in and to Customer Data. Caspio acquires no rights to Customer Data except the limited right to process it as necessary to provide the Service. Customer, not Caspio, is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, including the intellectual property ownership or right to use such data.
Caspio shall not be responsible or liable for the deletion, destruction, damage, loss, or failure to store any Customer Data, or any use or export of Customer Data from Customer’s Account. Caspio reserves the right to withhold, remove, or discard Customer Data without notice for any breach of this Agreement, including non-payment or unlawful use of the Service; however, this right shall not infringe upon a data subject’s rights under any applicable data protection laws. Upon termination, Customer’s right to access Customer Data is governed by the Termination section of this Agreement.

Caspio owns all rights, title, and interest in and to the Service, its underlying software, and all Intellectual Property Rights therein. Caspio also owns all transactional and performance data derived from the operation of the Service, provided that such data does not include Customer Data or identify Customer. The license granted to Customer does not convey any ownership or other rights in the Service or any Intellectual Property Rights thereto. Any rights not expressly granted herein are reserved by Caspio.

12. UPGRADES AND UPDATES

Caspio may enhance, upgrade, or modify the Service at any time. Certain updates and new features may be made available at no additional charge, while others may require additional fees or a plan upgrade. Caspio will use commercially reasonable efforts to provide advance notice of any material changes to existing features or functionality, including the removal or discontinuation of features.

Preview and beta features will be identified as such within the Service. Preview and beta features may not function as intended, may be modified or discontinued, and support may not be available. Preview and beta features are provided “as is” without warranty of any kind and may require a fee or plan upgrade upon general release.

13. CONFIDENTIAL INFORMATION

Each party shall: (a) keep confidential all Confidential Information disclosed to it by the other party; (b) not use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise its rights under this Agreement; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

Either party may disclose Confidential Information on a need-to-know basis to its employees or contractors who are bound by written confidentiality obligations no less protective than those in this section.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party not bound by confidentiality obligations and with the lawful right to disclose it; or (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

If either party is compelled by law, court order, or governmental authority to disclose Confidential Information, the compelled party shall, to the extent legally permitted, provide prompt written notice to the other party to allow it to seek a protective order or other appropriate remedy.

With respect to information exchanged between the parties under any other relationship (e.g., business development, partnership, or alliance), the parties shall abide by the terms of any applicable nondisclosure agreement executed between them.

The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

14. TAXES

All payments, fees, and other charges payable by Customer to Caspio under this Agreement are exclusive of all federal, state, local, and foreign taxes, levies, and assessments. Customer is responsible for payment of all such taxes, levies, and assessments arising out of this Agreement, excluding any tax based on Caspio’s net income.

15. WARRANTIES

Caspio represents and warrants that: (a) Caspio has all rights necessary to grant Customer the rights set forth in this Agreement; and (b) the Service will perform substantially in accordance with the documentation generally provided by Caspio in connection with the Service.

Customer represents and warrants that: (a) Customer has the authority to enter into this Agreement; (b) Customer has all necessary rights to submit Customer Data to the Service; and (c) Customer’s use of the Service will comply with all applicable laws and this Agreement.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SERVICE AND THE CASPIO PLATFORM ARE PROVIDED “AS IS” AND CASPIO HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CASPIO DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE.

16. LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17. INDEMNIFICATION

Caspio Indemnification. Caspio will, at its expense, defend or at its option settle any third-party claim brought against Customer alleging that the Service infringes any copyright, patent, trade secret, or other Intellectual Property Right, and will pay any final judgments awarded or settlements entered into; provided that Customer gives prompt written notice to Caspio of any such claim and gives Caspio sole authority to defend and settle. Customer may not settle or compromise any such claim without Caspio’s prior written consent. Customer shall provide such assistance and information as Caspio reasonably requires.

In the event any infringement claim is brought or threatened, Caspio may, at its sole option and expense: (a) procure for Customer the right to continue use of the Service; (b) modify or replace the infringing portion of the Service with a functionally comparable alternative; or, if neither of the foregoing is commercially practicable, (c) terminate this Agreement and refund to Customer a prorated amount of prepaid fees for the remainder of the then-current term.

Caspio’s indemnification obligations shall not apply to the extent the infringement arises from: (a) use of the Service in a manner other than as specified in this Agreement; (b) use of the Service in combination with products, equipment, software, or data not supplied by Caspio, to the extent such claim is directed against the combination; or (c) any modification or customization of the Service made by any party other than Caspio. This section states the entire liability of Caspio with respect to infringement of any Intellectual Property Right.

Customer Indemnification. Customer shall indemnify, hold harmless, and defend Caspio and its officers, directors, employees, agents, and affiliates against any third-party claims, actions, proceedings, and suits, and all related liabilities, damages, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s use of the Service; (b) Customer’s breach of this Agreement; (c) Customer’s negligence or willful misconduct in connection with the Service; (d) Customer’s violations of applicable law; (e) Customer’s use of, or reliance on output generated by, AI Tools, including any decisions or actions taken based on AI-generated output; or (f) Customer’s engagement of any Partner.

18. COMPLIANCE WITH LAWS

Each party shall comply with all laws, rules, and regulations applicable to its activities in relation to this Agreement, including export control and sanctions laws of the United States.

This Agreement incorporates the Caspio Data Processing Agreement. The DPA applies to the processing of personal data regulated by applicable data protection laws, including the General Data Protection Regulation (EU 2016/679).
If Customer wishes to use the Service in a manner that subjects Customer to industry-specific regulations, Customer is solely responsible for compliance with such regulations. Customer may not use the Service in a manner that would subject Caspio to such regulations without Caspio’s prior written agreement. For example, processing Protected Health Information requires an executed Business Associate Agreement and subscription to a HIPAA Account.

Caspio does not provide Customer with legal advice regarding compliance with any applicable laws, rules, or regulations. Customer acknowledges that the Service can be configured and used in ways that may or may not comply with applicable laws, and it is Customer’s sole responsibility to ensure compliance.

19. SEVERABILITY AND WAIVER

If any provision of this Agreement is held to be unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

20. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government, power or telecommunications failures, epidemics, or internet disruptions. The affected party will provide prompt notice and use commercially reasonable efforts to resume performance.

21. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Each party agrees to submit to the exclusive jurisdiction of the courts of Santa Clara County, California, for any claim or suit arising out of or related to this Agreement. IN NO EVENT SHALL THIS AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT.

22. U.S. GOVERNMENT RIGHTS

If the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in the Service, including its rights to use, modify, reproduce, release, perform, display, or disclose the Service or its documentation, shall be subject in all respects to the commercial license rights and restrictions provided in this Agreement.

23. ASSIGNMENT AND CHANGE IN CONTROL

This Agreement may be assigned by Caspio to (a) a parent or subsidiary, (b) an acquirer of assets, or (c) a successor by merger. Customer may not assign or transfer this Agreement, in whole or in part, without Caspio’s prior written consent. Any attempted assignment in violation of this section shall be void.

Customer shall promptly notify Caspio of any actual or proposed change in control. Any change in control of Customer that results or would result in a direct competitor of Caspio directly or indirectly owning or controlling 50% or more of Customer shall entitle Caspio to terminate this Agreement immediately upon written notice.

24. NOTICES

All notices under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon delivery, if delivered personally; (b) one business day after deposit with an overnight courier; or (c) upon sending, if delivered by email to the addresses specified below.

To Customer: by email to the Account’s primary email address, as may be updated by Customer from time to time.

To Caspio: Caspio, Inc., Attn: Legal Department, 1286 Kifer Road, Suite 107, Sunnyvale, CA 94086 USA, with a copy by email to legal@caspio.com, or to such other address as Caspio may designate by written notice to Customer.

25. ENTIRE AGREEMENT

This Agreement, including all attachments and any Order Forms executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written. In the event of a conflict between the main body of these Platform Terms of Service and any attachment, the main body shall control, except that the Data Processing Agreement shall control with respect to data protection matters. Order Forms may supplement but not override this Agreement. Terms on any purchase order or similar document submitted by Customer shall have no effect.