Terms of Service
These Terms of Service, together with the terms in any executed Order Forms, and any additional or other terms referred to herein or in an Order Form (collectively, the “Terms”) govern your access to and use of the Services (defined below) provided by Palm US LLC, a Delaware limited liability company (“Palm”, “we” or “our”).
By creating an account and/or using the Services, you agree to be bound by the Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the Terms, in which case the term “you” or “Customer” shall refer to such entity and its affiliates. If you lack such authority, or do not agree with these Terms, you must not use the Services.
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Because the Services are always changing, we may need to revise these Terms at any time. We will always revise the “Last updated” date above to reflect the current Terms. If we materially change these Terms, we will provide you with reasonable advance notice, such as by sending an email notification and/or providing notice through the Services. By continuing to access or use the Services, you confirm your acceptance of the revised Terms and all of the terms incorporated herein by reference.
1. DEFINITIONS
1.1 “Bug” means any defect, error, flaw, failure, fault, or mistake in the code, files, scripts, agents, program, software, system, or service.
1.2 “Content” means
1.3 “Customer Data” means data and information provided or made available by Customer to Palm through its use of the Services.
1.4 “Malicious Code” means software intended to cause harm, including, for example, viruses, worms, time bombs and Trojan horses.
1.5 “Order Form” means any order form entered into by Customer and Palm that incorporates these Terms.
1.6 “Privacy Laws” means any laws, rules, directives and regulations pertaining to data privacy and/or the protection of Personal Information, including, but not limited to, (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”); (ii) United Kingdom’s Data Protection Act of 2018 and other implementation of the GDPR; (iii) the California Consumer Privacy Act of 2018 (commonly called ‘CCPA’); (iv) the Australian Privacy Act 1988 (Cth) and the Australian Privacy Amendment (Enhancing Privacy Protection Act) (2012); (v) the Canadian Personal Information Protection and Electronic Documents Act, SC 2000, c 5 (PIPEDA); and (vi) any amendments, successor legislation or regulations thereto.
1.7 “Services” means the software and the features and/or functionalities enabled by the software provided by Palm, including Updates and Upgrades thereto. For clarity, the Services do not include services provided by a creator or third party that Customer engages or communicates with through the Services.
1.8 “Subscription Term” means the term set forth in an Order Form.
1.9 “Update” means any update to any Services occurring in the ordinary course of Palm’s business that is made generally available to third-party Palm customers of such Services.
1.10 “Upgrade” means any feature or functionality of the Services that is not made generally available to third-party Palm customers of a particular Service.
1.11 “Usage Data” means any data and information created by virtue of Customer’s use of the Services or as derived in non-identifying, aggregate form from the processing of Customer Data.
1.12 “User” means Customer, or any individual authorized by Customer, to access or use the Services.
2. SERVICES.
2.1 License Grant. Upon entering these Terms, Palm grants you a limited, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license, during the Subscription Term, to access and use the Services for your internal business purposes solely in the manner permitted by these Terms and subject to the use restrictions described below.
2.2 Provision of Services. During the Subscription Term, Palm will:
(A) ensure that the Services comply with generally applicable U.S. laws, without regard for Customer’s particular use of the Services; and
(B) use commercially reasonable efforts to make the Services available, except for: (i) planned downtime (of which Palm will endeavor to provide advance notice), (ii) any unavailability or outage caused by circumstances beyond Palm’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, tornado, typhoon, avalanche, or snowstorm, civil unrest, act of terror, strike or other labor problem, Internet service provider interruption, failure, or delay, interruption, failure, or delay of Palm’s server(s), outside platform or Integrated Tool (defined below) interruption, error, or termination, or denial of service, attack or hack, and (iii) any error, unavailability, outage, or suspension caused by any Bug in the Services, provided that Palm will work to remedy such Bug within a reasonable time. For any breach of under this Section, Customer’s exclusive remedies are those described u55rin Section 11.2 (“Termination”) and Section 11.3 (“Refund or Payment upon Termination”) below.
2.3 Agency as Customer. In the event that Customer is an advertising agency entering into these Terms on behalf of one or more of its advertiser clients, Customer represents, warrants and agrees that:
(A) it has the authority to act on behalf of its clients and all of Customer’s actions related to these Terms will be within the scope of its agency;
(B) it will ensure that its clients comply with these Terms and the terms of any Order Form(s);
(C) it is responsible for the acts or omissions of its clients, including those that constitute a breach of these Terms or an Order Form;
(D) it has the right to grant the rights granted hereunder with respect to any intellectual property, account information, Customer Data and/or other materials provided or made available by Customer to Palm (with the acknowledgment that the term “Customer Data” will be deemed to include data provided by Customer’s clients); and
(E) in the event a dispute arises in any way relating to these Terms, any Order Form(s) or Palm’s Services, only Customer, as the party to these Terms, and not any of Customer’s clients, is permitted to seek recourse against Palm.
2.4 Protection of Customer Data.
(A) No Personal Information. You acknowledge and agree that, in providing the Services, Palm may receive or be given access to Customer Data from you. You acknowledge that Palm and the Services are not intended to receive or process any third-party Personal Information (except, for clarity, as related to Users). You agree not to provide or process any third-party Personal Information through the Services.
(B) Right to Provide. By providing Customer Data to Palm, you represent and warrant that you have the right to provide such Customer Data for the uses set forth herein. You further agree that no Customer Data violates the privacy rights of any individual or intellectual property rights of any third party. Without limiting the foregoing, you represent and warrant the use of the Customer Data as permitted under these Terms and complies with all applicable laws and any privacy policies applicable to the Customer Data by virtue of its provenance.
(C) Protection; Compliance with Laws. Subject to Customer’s compliance with the terms and conditions contained herein, all collection, use, and processing of Customer Data by Palm will comply with all applicable U.S. laws, rules and regulations. Palm implements and maintains commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.
(D) Services Improvement. You agree that Palm may use Customer Data in aggregated form for the purpose of general statistical analysis, improvement of the Services, and to create reports, studies, analyses and other work product (however, Palm shall not distribute any such aggregated data in a manner identifiable as originating from the Customer Data without your prior written consent). You acknowledge that the Services create, and process Usage Data and you agree that Palm may use Usage Data for any purpose.
3. INTEGRATED TOOLS
3.1 Relationship with Integrated Tools. The Services integrate with, interact with and/or provide links to, tools and/or platforms which form part of the Services (“Integrated Tools”). Palm does not make any representation, warranty or guaranty regarding the Integrated Tools. Palm cannot guarantee the continued availability of any particular Integrated Tool or feature contained therein, and may cease providing them without entitling Customer to any refund, credit, or other compensation.
4. USE OF SERVICES
4.1 Subscription. Unless otherwise provided in these Terms or subsequently agreed to by the parties in writing, (a) the right to use the Services is purchased as a subscription for the Subscription Term; and (b) additional Services may be added through a new Order Form at Palm’s standard pricing. 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 Palm regarding future functionality or features.
4.2 Usage Limits. Customer agrees to abide by any usage limits set forth in an Order Form. If no such usage limits are set forth, then Customer agrees to a reasonable usage of the Services consistent with usage norms across Palm’s general customer base as measured by objective criteria such as API calls. In the event of excess usage, Palm may (a) reduce Customer’s usage to meet any limit or normal range or (b) increase Customer’s pricing proportionately to its departure from any limit or normal range by a reasonable amount to account for the excess usage.
4.3 Customer Responsibilities. Customer will (a) be responsible for its Users’ compliance with these Terms or any other applicable requirements, terms, or conditions provided by Palm in writing, (b) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Palm promptly of any such unauthorized access or use, and (c) use Services only in accordance with these Terms and applicable laws and government regulations. Any use of the Services in breach of the foregoing by Customer or Users that in Palm’s judgment threatens the security, integrity, or availability of Palm’s services, may result in Palm’s immediate suspension of the Services.
4.4 Usage Restrictions. Customer agrees that it and its Users will not: (A) make any Services available to anyone other than Customer or Users, or use any Services for the benefit of anyone other than Customer, unless expressly stated otherwise by Palm; (B) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or any part thereof; (C) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (D) use the Services to access, process, store or transmit any Malicious Code; (E) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein; (F) attempt to gain unauthorized access to any Services or their related systems or networks; (G) permit direct or indirect access to or use of any Services (i) to any competitor of Palm; (ii) in a way that circumvents a contractual usage limit, or (iii) use any Services to access or use any of Palm intellectual property except as permitted under these Terms or with Palm’s express written consent; (H) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof; (I) frame or mirror any part of any Services; (K) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services, or access the Services to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Services, (iii) copy any ideas, features, functions or graphics of the Service, or (iv) determine whether the Services are within the scope of any patent; (L) use the Services for any unlawful purpose; or (M) use the Services for any other purpose prohibited by Palm, provided that Palm will use commercially reasonable efforts to give Customer prior notice of any such other prohibited purpose.
5. FEES AND PAYMENT
5.1 Fees. Customer will pay all fees described in any Order Form (“Fees”) in accordance with the Terms. Except as otherwise specified in the Terms, (i) payment obligations are non-cancelable and all Fees paid are non-refundable, and (ii) the nature, quantity or scope of the Services may only be increased or decreased in accordance with the applicable Order Form. Customer hereby acknowledges that its right to any Upgrades will be contingent upon Customer agreeing to additional fees, either as set forth in a new Order Form or as otherwise agreed by the parties in writing. In the event that Customer disputes any Fees in any invoice, you agree to notify us within twenty (20) days of the receipt of such invoice. If you fail to notify us within such period, you hereby waive your right to dispute such Fees.
5.2 Payment. Customer will maintain with Palm’s payment processor a valid and updated payment method or alternative financial or payment documentation and information (for example, bank account information) reasonably acceptable to Palm. Except as otherwise provided in an Order Form, Customer authorizes Palm (or its payment processor) to charge such payment method in advance of Customer’s access or use of the Services.
5.3 Suspension of Service. If Palm, or its payment processor, is unable to effect payment when due using Customer’s payment method, then Palm may, without limiting its rights or remedies, suspend Services until such amounts are paid in full. Furthermore and notwithstanding anything to the contrary, Customer shall be responsible for all costs, including collection costs, court costs, and reasonable attorneys’ fees associated with the attempt and/or collection of past due amounts, including, but not limited to, a 2% per month late fee or the largest late fee permitted by law, whichever is less.
5.4 Taxes. Palm’s 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 jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases or subscriptions hereunder. If Palm has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Palm will invoice Customer and Customer will pay that amount unless Customer provides Palm with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Palm is solely responsible for taxes assessable against it based on its income, property and employees.
6. PALM’S RIGHTS; LICENSE TO FEEDBACK
6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Palm and its licensors reserve all of their rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.
6.2 License by Customer to Use Feedback. Customer grants to Palm a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Palm’s services.
6.3 Case Studies. Notwithstanding anything to the contrary, Customer grants to Palm a worldwide, perpetual, irrevocable, royalty-free license to create case studies based on Customer’s usage of the Services and to use Customer’s name and/or logo in connection with such case studies.
6.4 License to Use Content. Customer hereby grants to Palm a limited, revocable, royalty-free, non-exclusive, worldwide license to share content created through campaigns launched as part of the Services on Palm’s owned and operated website, social media channels, and as part of Palm’s marketing and promotional efforts of its products and services. Notwithstanding anything to the contrary, Palm shall not be required to take down any such content that was shared in accordance with the provisions of this paragraph during the term of these Terms.
7. CONFIDENTIALITY
7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the contents of any Order Form(s) or other written information specific to Customer’s relationship with Palm. Confidential Information of Palm includes, but is not limited to, the Services. Confidential Information of each party includes business and marketing plans, financial data and information, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For clarity, the non-disclosure obligations in this Section apply to Confidential Information exchanged between the parties in connection with the evaluation of any Services.
7.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit disclosure and access to Confidential Information of the Disclosing Party to those of its employees, professional advisors and contractors who need that access for purposes consistent with these Terms and are bound by confidentiality obligations in favor of the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1 Representations. Each party represents that it has validly entered into these Terms and has the legal power to do so.
8.2 Infringement Warranty & Remedy. Palm warrants that, when used in accordance with these Terms, the Purchased Services do not and will not infringe the intellectual property rights of any third party. The foregoing warranty will not apply to the extent any infringement arises from the Customer’s use of the Services in combination with hardware or software not provided by Palm. In the event of a breach of the warranty in this Section 8.2, Palm, at its own option and expense, will promptly take the following actions: (a) secure for Customer the necessary rights to allow Customer continue using the Services; (b) replace or modify the Services to make them non-infringing; or (c) terminate the infringing features of the Services and refund to Customer any prepaid fees for such features, in proportion to the remaining time in the applicable Subscription Term. In addition to Customer’s right to terminate for breach where applicable, the preceding sentence states Palm’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.2 and for potential or actual intellectual property infringement by the Services.
8.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PALM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES, OR CONDITIONS WITH RESPECT TO CUSTOMER’S USE OF THE SERVICES INCLUDING ANY WARRANTY THAT ANY SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, MEET ANY MARKETING, SALES OR BUSINESS PERFORMANCE RELATED GOALS, TARGETS , RESULTS OR METRICS, OR THAT ALL ERRORS WILL BE CORRECTED. PALM ALSO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER UNDERSTANDS THAT USE OF THE SERVICES IS AT CUSTOMER’S OWN RISK AND THAT PALM PROVIDES THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.”
8.4 Liability Disclaimer. In no event shall Palm be liable or responsible for any acts or omissions of any creator that Customer works with through the Services (each, a “Creator”). Customer acknowledges that Palm does not manage or represent the Creators and that it shall not be responsible for any failure of any Creator to perform under any agreement, whether written, verbal, or otherwise.
9. INDEMNIFICATION
9.1 Indemnification by Customer. Customer shall defend, indemnify, and hold Palm and its officers, directors, employees, successors, agents and representatives, harmless against any costs, losses and damages (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought by a third party arising out of (i) a breach of Customer’s reps, warranties, covenants or agreements herein; (ii) Customer’s intentional misconduct or gross negligence; (iii) Palm’s use of Customer Data as permitted hereunder; or (iv) the acts or omissions of any User using Customer’s account.
9.2 Palm shall (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim using counsel reasonably approved by Palm (provided that Customer may not settle or defend any Claim unless it unconditionally releases Palm of all liability without the obligation to take or refrain from any action or pay any amounts); and (c) provide to Customer, at Customer's cost, reasonable assistance.
10. LIMITATION OF LIABILITY
10.1 Limitation of Liability. IN NO EVENT SHALL PALM’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (i) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR PURCHASED SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE; AND (ii) INCLUDE ANY LOST PROFITS, REVENUES, OR GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY BUSINESS INTERRUPTION OR LOSS OF DATA,. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. TERM AND TERMINATION
11.1 Term. Except as otherwise provided under an Order Form, these Terms remain in effect from the date the Customer first accepts them and continue for the Subscription Term unless earlier terminated in accordance with this Section. Client must give Palm ten (10) days written notice prior to the end of the then-current term.
11.2 Termination. Except as otherwise provided under an Order Form: (A) Palm may terminate these Terms for any reason at any time upon written notice to the email address or other communication method provided by Customer on any Order Form; and (B) A party may terminate these Terms upon 30 days written notice to the other party in the event of a material breach if such breach remains uncured at the expiration of such period.
11.3 Refund or Payment upon Termination. In no event will termination relieve the Customer of its obligation to pay any Fees incurred for Customer’s use of the Services prior to the effective date of termination. If these Terms are terminated by Customer for cause under this Section, Palm will refund Customer any prepaid fees proportional to the remaining duration of any Subscription Term. If these Terms are terminated by Palm for cause under this Section, Customer will promptly pay Palm any unpaid fees that were incurred or would have been incurred during the Subscription Term.
11.4 Survival. Sections 5 through 7 and 9 through 13 survive any termination or expiration of these Terms.
12. ARBITRATION AND CLASS ACTION WAIVER
12.1 Informal Process First. You agree that in the event of any dispute between you and Palm, you will first contact Palm and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution.
12.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Dispute") relating in any way to your use of Palm’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Dispute. You and Palm agree that any Dispute will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be administered in Irvine, California by a sole arbitrator in accordance with the JAMS Rules applying the governing law specified in these Terms. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Palm are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Palm will have the right to (i) bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator and (ii) you and Palm may instead assert a claim in "small claims" court, but only if the claim qualifies, the claim remains in such court and the claim remains on an individual, non-representative and non-class basis.
12.3 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. The prevailing party is entitled to recover its costs and expenses in connection with the arbitration and any arbitral award, including reasonable attorneys’ fees, in addition to any other relief award by the arbitrator.
13. GENERAL PROVISIONS
13.1 Notice. Except as otherwise specified in an Order Form, all notices related to these Terms and any Order Form(s) will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), the day of sending by email, using these addresses: (A) To Customer: To any of Customer’s email address(es) in Customer’s account or Order Form, or to the mailing address provided by Customer in an Order Form; and (B) To Palm: To picks@joinpalm.com. A party may update the notice address(es) above on one or more occasions by providing notice to the other party in accordance with this Section.
13.3 Entire Agreement; Order of Precedence. These Terms, including any Order Form(s) executed hereunder by Customer and Palm (including any Schedules thereto), constitute the entire agreement between Palm and Customer regarding Customer’s use of Services and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The terms of an Order Form control in the event of any conflict or inconsistency between these Terms and an Order Form.
13.4 Relationship of the Parties. The parties are independent contractors. Neither these Terms nor any Order Form creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
13.5 Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms or any Order Form.
13.6 Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
13.7 Severability. If any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be contrary to law, the parties agree that the arbitrator or court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the remaining provisions of these Terms will remain in full force and effect.
13.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms in its entirety, without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.9 Governing Law. The laws of the State of California, without regard to principles of conflicts of laws, govern these Terms, any Order Form(s), any incorporated documents, and any other terms and conditions subsequently agreed to by the parties in connection with the Services, and any dispute arising between Customer and Palm.