NGS Cloud Terms of Service
Updated April 11, 2022
PLEASE READ THESE NGS CLOUD SERVICE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SYNADIA COMMUNICATIONS, INC. (“SYNADIA”). BY CREATING AND CONFIGURING AN ACCOUNT FOR USE OF THESE SERVICES WHICH YOU CLICK “I ACCEPT” AND SUBMIT VIA SYNADIA’S STANDARD ONLINE PROCESS OR BY EXECUTING A COPY OF THESE TERMS WITH SYNADIA, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ACCOUNT CONFIGURATION SUMMARIES, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, DO NOT USE THE SERVICES. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
Synadia reserves the right to change, modify or remove portions of these Terms at any time. Synadia shall provide you with 60 days’ notice prior to making any material changes by posting a notice on Synadia’s website, by sending you an email and/or by some other means. The most current version of the Terms shall be posted at https://synadia.com/ngs/terms-of-service. A current version of all definitions used in the Terms and/or Account Configuration Summaries shall be posted at https://synadia.com/ngs/definitions. The updated terms shall become effective upon your renewal.
IMPLEMENTATION AND PROFESSIONAL SERVICES
SERVICE LEVEL AGREEMENT
RESTRICTIONS AND COMPLIANCE WITH LAWS
LIMITATIONS OF LIABILITY
THIRD PARTY SERVICE
Upon mutual execution, Synadia shall start the Service as specified in the Account Configuration Summary and each Account Configuration Summary shall be incorporated into and form a part of the Agreement. Subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth in the Account Configuration Summary) Synadia grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to use the Synadia service(s) specified in such Account Configuration Summary (collectively, the “Service”) during the applicable Agreement Initial Term or Renewal Term (in each case, as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Synadia’s applicable official user documentation posted at https://docs.synadia.com. The Service shall include NGS, a middleware communications system that runs on NATS.io, Synadia’s open source secure software that allows applications to securely communicate across different vendors, platforms and devices. For clarity, Customer’s use of the NATS.io open source software will be under the applicable open-source license terms of such code or other software components; nothing in this Agreement affects, terminates or modifies any rights, authorizations or licenses that such license terms may afford Customer.
Depending on the Service being purchased, accessed or subscribed for in connection with this Agreement, there are three different types of Customers:
“Free Customers” are Customers who have registered for free accounts. The scope and functionality of the Service provided and accessible to a Free Customer is limited to those services and access rights made available by Synadia to such Free Customer from time to time.
“Subscribers” are Customers that have subscribed for paid services from Synadia. The scope of Service provided and accessible to Subscribers is limited to those services, functionalities and access rights set forth on the applicable Account Configuration Summary. In the event of any discrepancy between these Terms and the terms of the Account Configuration Summary, these Terms shall prevail.
“Authorized Users” are users who have been authorized to access the Services on behalf of Customer. The scope of Service for Authorized Users is governed in the same manner and to the same extent as the Subscriber or Free Customer (as applicable) on whose behalf such Authorized User is accessing the Service.
In the event that Customer requires any standard or custom implementation assistance or professional services in connection with the Service, a description of such assistance or services (“Professional Services”) and the fees shall be set forth either (i) in an Account Configuration Summary or (ii) in a separate mutually executed addendum or Statement of Work which references this Agreement (each an “SOW,” which upon mutual execution, shall be incorporated into and form a part of this Agreement), that shall include the scope of implementation of services, the anticipated schedule, the fee structure, and the deliverables (if any) to be provided as part of the Professional Services. Synadia shall use reasonable commercial efforts to provide such Professional Services. If Synadia provides additional services in excess of any agreed-upon estimate, or if Synadia otherwise provides additional services beyond those agreed in an Account Configuration Summary or SOW, Customer shall pay Synadia at its then-current hourly rates for consultation.
Upon payment of applicable fees, Synadia will provide an uptime Service Level Agreement as set forth at https://synadia.com/ngs/sla. With respect to Free Customers, Synadia shall offer the Service excluding any support, maintenance, and uptime obligations.
Upon Customer’s request and payment of applicable fees, Synadia will provide Support Services. Synadia will provide Support Services for the NGS Cloud Service, as provided in Synadia’s applicable support policy and in accordance with the level of Support Services purchased.
From time to time, Synadia may provide upgrades, patches, enhancements, or fixes for the Service (“Updates”), and such Updates shall become part of the Service and subject to this Agreement; provided that Synadia shall have no obligation under this Agreement or otherwise to provide any such Updates. Synadia will use commercially reasonable efforts to notify Customer if the Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance. With respect to Subscribers, Synadia may cease supporting old versions or releases of the Service at any time in its sole discretion; provided that Synadia shall use commercially reasonable efforts to give Subscriber sixty (60) days prior notice of any major changes. With respect to Free Customers, Synadia (i) reserves the right to withdraw or amend the Service in its sole discretion without notice; (ii) will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period; and (iii) may from time to time restrict access to some parts of the Service, or the entire Service.
Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party (except for Customer’s end users) or for purposes not contemplated under this Agreement; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof, or (vi) use the Service to build an application or product that is competitive with the Service or any other Synadia product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Service; upload invalid data, viruses, worms, or other software agents through the Service; (viii) bypass any measures Synadia may use to prevent or restrict access to or exceed any configurations or parameters imposed by Synadia for the Service (or other accounts, computer systems or networks connected to the Service); or (ix) use the Service in a manner that violates the Terms, any applicable laws or regulations.
Customer shall be responsible for maintaining the confidentiality of its private account credentials (collectively, “Credentials”). Customer may elect to give Synadia temporary access to its Credentials to allow Synadia to trouble-shoot or provide diagnostic support to the Service. Customer agrees to notify Synadia immediately of any known or suspected unauthorized use of its Credentials or any other breach of security. Customer’s account is unique to Customer and may not be transferred to any third party. Customer, and not Synadia, will be liable for any loss that Customer, Synadia and any third party may incur as a result of third party use of Customer’s Credentials and account, only in the event and to the extent that such use is either permitted by Customer or is a result of Customer’s failure to maintain the confidentiality of Customer’s Credentials and account.
Customer shall be responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (i) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (ii) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. The Service runs on NATS.io, which uses Transport Layer Security encrypted links between all servers and clients. In addition, Customer Data is stored using block-level encryption with keys from the cloud provider’s key management service. As a result, with the exception of Customer account information retained by Synadia for administrative purposes such as billing and record keeping (“Customer Account Information”), Synadia does not have access to the contents of the Customer Data, and as such Customer, not Synadia, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights and consents necessary to use and provide the Customer Data to Synadia. Synadia shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Synadia is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Synadia’s gross negligence or willful misconduct. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use.
As part of additional services offered to Subscriber, Synadia may elect to transmit select Customer Data in stream(s) located in a geographical region based on Subscriber preference and configuration. Upon Subscriber’s configuration to a particular region, Synadia shall allocate and route the stream according to Subscriber preference and will not change the configuration unless further instructed by Subscriber. WITH RESPECT TO FREE CUSTOMERS, SYNADIA RESERVES ALL RIGHT TO TRANSMIT, LOAD-BALANCE, DELETE, AND MIGRATE CUSTOMER DATA (INCLUDING STREAMS) BASED ON THE BANDWIDTH, CAPACITY, LIMITATIONS, AVAILABILITY AND PERFORMANCE OF ITS SERVICE AT ANY MOMENT, WITHOUT NOTICE TO FREE CUSTOMER.
Customer agrees and acknowledges that Synadia has the right to freeze any Customer account for eventual termination, deletion or removal of Customer Data if Customer’s account is sixty (60) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Synadia may internally use Customer Data for the purposes of providing the Service to Customer, and for generating “Aggregated Anonymous Data,” which shall mean any data submitted to, collected by, or generated by Synadia in connection with Customer’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Customer. For any Aggregated Anonymous Data, Synadia shall freely use, retain and make available Aggregated Anonymous Data for Synadia’s purposes of improving, testing, operating, promoting and marketing Synadia’s products and services.
Except for the rights expressly granted under this Section 8, Synadia retains all right, title, and interest in and to the Service (and all data, software, products, works, and other intellectual property created, used, or provided by Synadia for the purposes of this Agreement, including any copies and derivative works of the foregoing). Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Account Configuration Summary) shall be deemed a part of the “Service” and subject to this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. To the extent Customer provides Synadia with any feedback relating to the Service (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Customer shall, and hereby does, grant to Synadia a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Synadia notwithstanding anything else. Nothing in this Agreement shall impair Synadia’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
The “Term” of Customer’s use of the Service shall be: (i) for Subscribers, the Term (as defined below); and (ii) for Free Customers, for so long as such Free Customer continues to use or otherwise access the Services or until Synadia discontinues Free Customer’s use of the Service for any reason.
Subject to earlier termination as provided below, for Subscribers, this Agreement shall commence on the date the Service is made available to Customer and shall continue until the expiration of the Agreement Initial Term and/or all Renewal Term(s). This Agreement shall automatically renew for additional successive terms equal to the length of the Agreement Initial Term unless earlier terminated pursuant to this Agreement or if Customer gives notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days (ten (10) days in the case of non-payment) of receipt of such notice. Without limiting the foregoing, Synadia may suspend or limit Customer’s access to or use of the Service if (i) Subscriber’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Synadia’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Synadia shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Synadia shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Synadia shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. Upon termination of this Agreement, all rights granted herein and in each Account Configuration Summary or SOW to Customer shall terminate and Customer shall make no further use of the Service. The following provisions shall survive termination of this Agreement: Sections 7-9, 11-16, and 18.
Subscriber shall pay Synadia the fees as set forth in each Account Configuration Summary and each applicable SOW (“Fees”). For Subscribers, unless you notify Synadia of your cancellation, the purchased subscription of the Service shall automatically renew for additional successive terms equal to the length of the Agreement Initial Term and you authorize us to collect the then-applicable subscription Fee or any Fee as specified on an Account Configuration Summary for such purchased Service (as well as any taxes) using any credit card or payment mechanism on record. In the event of an increase in Fees, Synadia shall provide notice of such increase in Fees at least ninety (90) days prior to the end of the current term, and the increase shall be effective upon renewal.
For online orders that require payment by credit card, Synadia uses a third-party credit card processing service to process payments (see also below on Third Party Services). Customer consents to the use of such service and to the transfer of Customer’s credit card details to such third-party processor. Customer agrees to be bound by any separate terms applicable to the processing service. Customer’s credit card will be charged fees automatically for Customer’s use of the Synadia Service at the end of each billing cycle.
Synadia shall review each Subscriber’s usage of the Service to ensure that the Subscriber does not exceed its selected configurations set forth in each Account Configuration Summary, including maximum monthly network bandwidth (the “Total Capacity”). With the exception of Total Capacity (which may be subject to additional fees as described below), all other account configurations will be strictly adhered to and hard-limited based on Subscriber’s selection on the applicable Account Configuration Summary. If a Subscriber is exceeding its selected Total Capacity, Synadia will notify Subscriber and provide Subscriber a thirty (30) day period to comply with the Total Capacity. Subscribers may be responsible for additional fees if, following such thirty (30) day notice period, usage of the Services continues to exceed the Total Capacity. In such event, Subscriber shall be promptly billed for such usage and Subscriber agrees to pay the additional fees in the manner provided herein. If a Free Customer exceeds the Total Capacity allowed, the Free Customer will be notified and given thirty (30) days to comply with the limit, or the account will be suspended. The Service may be subject to other limitations including the number of Standard Streams, High Availability Streams, Standard Consumers, High Availability Consumers, and Subscriptions per Connection. Customers may contact Synadia at email@example.com to increase limits.
Customers may add or subtract Connections, Storage, and NATS Extension Nodes to an account by visiting the NGS site. For any additional features requested by Customer, Customer will be charged a pro-rated amount of any additional fees for the remainder of the billing period, once the features are made available. In the event Customer wishes to downgrade any account limits or features, any downgrades and fees reflecting such will take effect upon the next billing period.
Unpaid invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. Subscriber shall be responsible for all (i) taxes associated with Fees other than taxes based on Synadia’s net income, and (ii) Synadia’s costs of collection in the event of Subscriber’s delinquent payment. All Fees paid are non-refundable (except as otherwise expressly set forth in the applicable Account Configuration Summary or applicable SOW) and not subject to set-off.
During the term of this Agreement, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by Disclosing Party to Receiving Party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, shall be considered Confidential Information; for the avoidance of doubt, the Service and content of this Agreement are Confidential Information of Synadia. Receiving Party shall maintain the confidentiality of the Confidential Information and shall not disclose such information to any third party without the prior written consent of Disclosing Party. Receiving Party shall only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section 12 shall not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, (iii) is disclosed to Receiving Party by a third party without restriction, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party shall return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, (a) Receiving Party may disclose Confidential Information to any third party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this Agreement and (b) all Feedback shall be solely Synadia’s “Confidential Information.”
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND SYNADIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SYNADIA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY, SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY: (A) ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE, OR TECHNOLOGY, OR LOSS OF BUSINESS; (B) INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (C) MATTERS BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SYNADIA DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES.
Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that: (A) in the case of Customer as Indemnitor, the Customer Data or Customer’s use of the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right, including any rights of privacy, or violates any applicable law, or (B) in the case of Synadia as Indemnitor, the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Synadia do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Synadia (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Synadia, (iv) combined with other products, processes or materials not provided by Synadia (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith.
Until one (1) year after termination or expiration of this Agreement, Customer shall not encourage or solicit any employee or consultant of Synadia to leave Synadia for any reason.
Customer acknowledges and agrees that if Customer elects to use any application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”) with the Synadia Service, Customer shall be solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Synadia does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions. For the avoidance of doubt, such third parties are not Synadia’s subprocessors.
The parties shall comply with the additional terms and conditions (if any) set forth in each Account Configuration Summary or any applicable SOW. In case of any discrepancy between these Terms and the Account Configuration Summary/SOW, these Terms shall prevail unless and to the extent otherwise expressly provided in the Account Configuration Summary/SOW with reference to a specific clause of these Terms.
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
This Agreement is not assignable or transferable by a party except with the other party’s prior written consent; provided that, a party may transfer and assign its rights and obligations under this Agreement without consent to a successor to all or substantially all of its assets or business to which this Agreement relates.
This Agreement (together with all Account Configuration Summaries and all SOWs) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement.
No agency, partnership, joint venture, or employment is created as a result of this Agreement.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts set forth on an applicable Account Configuration Summary. Either party may update its address set forth above by giving notice in accordance with this section.
This Agreement shall be governed by the laws of the State of California without regard to the conflict of law provisions thereof. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Los Angeles, California, USA, in the English language and the arbitral decision may be enforced in any court. With respect to all disputes arising in relation to this Agreement, but subject to the preceding arbitration provision, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Los Angeles, California. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to recover costs and attorneys’ fees.
Customer agrees to allow its name to be referenced in: press announcements, case studies, trade shows, or other forms reasonably requested by Synadia. Synadia may use Customer’s name and logo to identify Customer as a Synadia customer on its website and in other marketing materials. These materials shall be statements of facts about the relationship between Customer and Synadia and shall also constitute an endorsement. Synadia shall not publicly distribute final versions of such documents without Customer’s prior written consent. Customer further consents to the use of Customer’s name in Synadia’s marketing and sales materials, including on its website.