Last Updated July 22, 2020
AG LABS, LLC doing business as ANSWERROCKET
THIRD-PARTY USER SOFTWARE SERVICES AGREEMENT
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE CLICKING THE “I ACCEPT” BUTTON. THIS THIRD-PARTY USER SOFTWARE SERVICES AGREEMENT (THE “AGREEMENT”) IS BETWEEN AG LABS, LLC, DOING BUSINESS AS ANSWERROCKET (“ANSWERROCKET”), AND YOU AS THE END USER (“YOU” OR “YOUR” MEANS THE LEGAL ENTITY IDENTIFIED IN THE REGISTRATION PROCESS THAT YOU ARE AUTHORIZED TO REPRESENT AND WHICH RECEIVES THE SUBSCRIBED SERVICES (AS DEFINED BELOW)).
IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CLICK THE “I REJECT” BUTTON.
BY CLICKING THE “I ACCEPT” BUTTON, OR BY RECEVING THE SUBSCRIBED SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND REPRESENT AND WARRANT TO ANSWERROCKET THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND THAT YOU ARE AT LEAST 18 YEARS OF AGE. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND TO THIS AGREEMENT THE LEGAL ENTITY THAT IS RECEIVING THE SUBSCRIBED SERVICES. IF YOU DO NOT HAVE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY, PLEASE CLICK THE “I REJECT” BUTTON.
THE TERMS OF THIS AGREEMENT MAY BE AMENDED, SUPPLEMENTED OR MODIFIED AT ANY TIME BY ANSWERROCKET, IN ITS SOLE DISCRETION, EFFECTIVE AS FOLLOWS: (a) AnswerRocket will post the revised version of this Agreement on the AnswerRocket website located at https://www.answerrocket.com/end-user-agreement; (b) AnswerRocket will implement an acceptance process requiring you to click “I Accept” to the amended, supplemented or modified Agreement; or (c) AnswerRocket may provide such other notice as AnswerRocket may elect in its sole discretion. If any future changes to this Agreement are unacceptable to you, you may terminate this Agreement in accordance with Section 6 below. Your continued receipt or use of the Subscribed Services following notice of changes to this Agreement, shall conclusively demonstrate your acceptance of such changes.
1. Background. AnswerRocket is the developer and owner of several copyrighted computer programs which it offers to its clients on a software as a service basis. Prior to the date of this Agreement, AnswerRocket entered into a Master Software Services Agreement (the “Master Client Agreement”) with the client (the “Master Client”) identified in the registration process. Pursuant to, and as is specified in the Master Client Agreement, AnswerRocket has agreed to provide you with certain proprietary, web-based services (the “Subscribed Services”), which enable your access and use of certain proprietary AnswerRocket software (the “AnswerRocket Software”). Subject to the terms and conditions of this Agreement, you desire to obtain, and AnswerRocket desires to provide to you, the Subscribed Services and a license to the AnswerRocket Software.
2. Registration. Receipt and use of the Subscribed Services requires your advanced registration. You agree that you must register with AnswerRocket prior to clicking the “I ACCEPT” button, and prior to receipt and use of the Subscribed Services. Otherwise you will not be able to receive and use the Subscribed Services. As part of the registration, you are required to provide the name of the Master Client. You agree to keep your registration information accurate and complete and promptly update your registration data with AnswerRocket as necessary to keep it accurate, current and complete. The Master Client will you provide you with account and product validation number(s), if any, and issue you a confidential site (Internet protocol) address and passwords. Enabling others to use your product number(s), validation number(s), or passwords, is strictly prohibited.
3.1 Subscribed Services. Subject to the terms and conditions set forth herein, including without limitation, the Master Client’s payment of all applicable fees, AnswerRocket hereby agrees to provide you the Subscribed Services, and in connection therewith, AnswerRocket hereby grants you during the Term a non-exclusive, non-transferable, non-sublicensable, limited right and license to (a) access and use the Subscribed Services solely for your internal use; and (b) to transmit and receive your data and information from AnswerRocket’s computer network which hosts the AnswerRocket Software. The rights granted to you in this Agreement shall terminate, without notice, upon the termination or expiration of this Agreement or the Master Client Agreement for any reason. All rights not expressly granted to you are reserved by AnswerRocket and its licensors.
3.2 Limitations. You shall not: (a) cause or permit decompilation, reverse assembly or reverse engineering of all or any portion of the Subscribed Services or AnswerRocket Software; (b) copy any ideas, features, functions or graphics of the Subscribed Services or AnswerRocket Software or modify or make derivative works based upon the Subscribed Services or AnswerRocket Software; (c) delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the Subscribed Services or AnswerRocket Software; or (d) directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease the Subscribed Services or AnswerRocket Software, or any portion thereof, for third party use, third party training, facilities management or time-sharing, or use as an application service provider or service bureau. Without limiting the foregoing, you may not use the Subscribed Services or AnswerRocket Software to: (i) send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Subscribed Services, the AnswerRocket Software, AnswerRocket’s hosted computer network, or the data contained therein; or (iii) attempt to gain unauthorized access to the Subscribed Services, AnswerRocket Software, or AnswerRocket’s hosted computer network. You shall ensure your end-users’ compliance with the limitations and restrictions set forth in this Agreement related to the access and use of the Subscribed Services, the AnswerRocket Software and AnswerRocket’s hosted computer network, and you shall be fully liable for any breach of this Agreement by your end-users. You shall indemnify and hold AnswerRocket harmless from your and your end-users’ access and use of the Subscribed Services, the AnswerRocket Software and AnswerRocket’s hosted computer network.
3.3 Support. All support and maintenance services related to the Suubscribed Services will be provided to you by the Master Client. AnswerRocket is under no obligation to provide you with support and maintenance services related to the Subscribed Services. AnswerRocket is under no obligation to provide you with functional updates, enhancements or upgrades to the Subscribed Services.
3.4 System Availability. AnswerRocket will use commercially reasonable efforts to enable access to the Subscribed Services with no more than approximately one (1) hour of down time per day. AnswerRocket reserves the right to perform maintenance of the Subscribed Services, the AnswerRocket Software and AnswerRocket’s hosted computer network as needed and, except in the event of emergency maintenance, will schedule such maintenance before or after 8:00 AM – 5:00 PM Monday – Friday (excluding holidays) U.S. Eastern Time. You acknowledge and agree that certain portions of the Subscribed Services, including without limitation, data storage and hosting, may be provided by third party service providers. AnswerRocket may change its third party data hosting provider to another hosting provider, in AnswerRocket’s sole discretion, from time to time.
4. Your Obligations.
4.1 Resources. You and your end users shall be solely responsible for providing all resources, equipment and software at your or their respective facilities which are necessary to access and/or receive the Subscribed Services. You and your end users must provide all equipment and licenses necessary to access and use the Internet, and pay all fees associated with such access and use. To the extent AnswerRocket’s provision of the Subscribed Services requires data, documents, information or materials of any nature to be furnished, in whole or in part, by you or your employees, agents, contractors, representatives or authorized users, you will cause such employees, agents, contractors, representatives and authorized users to furnish such data, documents and information in a manner which permits AnswerRocket to perform the Subscribed Services as contemplated herein.
4.2 Third Party Coordination; Required Consents. To the extent the Nymbol Services require access to a third party service provider who is under contract with you, or access or use of such provider’s information or interconnection with such provider’s services, facilities, technology or systems in order to receive or transmit your data and information, you shall be responsible for obtaining any required third party licenses or consents necessary for Nymbol to access and use such information, services, facilities, technology or systems.
4.3 Compliance with Laws. You will comply with all applicable laws, rules and regulations relating to your or your authorized users’ receipt or use of the Subscribed Services. Without limiting the foregoing, you will be solely responsible for determining the extent to which the design or provision of the Subscribed Services is subject to any privacy laws or regulations (“Privacy Laws”) or the oversight of any regulatory agency charged with the enforcement thereof (“Regulatory Oversight”). To the extent that the design and operation of the Subscribed Services is subject to any Privacy Laws or Regulatory Oversight, you will specify any procedures to be taken by AnswerRocket and/or the Master Client during the customization and provision of the Subscribed Services to cause the Subscribed Services to be in compliance with such Privacy Laws and Regulatory Oversight. You shall not export the Subscribed Service or AnswerRocket Software in violation of U.S. Department of Commerce export administration regulations.
4.4 Activity. The Master Client will provide you access to the Subscribed Services by issuance of a confidential site (I.P.) address and passwords. You are responsible for maintaining the confidentiality of such address and passwords and any activity that transpires through the use of such address and passwords. You shall: (a) notify AnswerRocket and the Master Client immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (b) report to AnswerRocket and the Master Client immediately and use reasonable efforts to stop immediately any unauthorized use of the Subscribed Services; and (c) not impersonate another AnswerRocket or Master Client client or user or provide false identity information to gain access to or use of the Subscribed Services.
4.5 Use of the Internet. You understand and acknowledge that the Internet and communications over it may not be secure, and that connecting to it provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. The information and data transmitted through the Internet or stored on any equipment through which Internet information is transmitted may not remain confidential and AnswerRocket makes no representation or warranty regarding privacy, security, authenticity, non-corruption or destruction of any such information. Use of any information transmitted or obtained over the Internet is at your own risk and AnswerRocket shall not be responsible to you for any adverse consequence or loss whatsoever from use of the Internet.
5. Fees and Taxes. Your right to access and use the Subscribed Services is contingent on the Master Client’s timely payment of all fees and charges due under the Master Client Agreement. In the event the Master Client fails to timely pay any fees or charges when due, AnswerRocket may, in its discretion, suspend or terminate any Subscribed Services hereunder in accordance with Section 6. You are liable and responsible for the payment of all federal, state and local sales, use, withholding, excise, value added, and ad valorem taxes incurred by you as a result of your receipt and use of the Subscribed Services or otherwise due as a result of this Agreement. You shall pay any and all such taxes and duties, customs fees and similar charges directly to the appropriate taxing authority.
6. Term and Termination.
6.1 Term. The term of this Agreement (“Term”) shall commence on the date you click “I ACCEPT” and shall continue until the earlier of (a) termination in accordance with the provisions of this Agreement, (b) termination or expiration of the Master Client Agreement, or (c) termination or expiration of your contractual relationship with the Master Client.
6.2 Termination for Convenience. AnswerRocket may terminate this Agreement immediately at any time for any reason or no reason, with or without notice.
6.3 Termination Due to Bankruptcy. AnswerRocket may terminate this Agreement immediately if you file for bankruptcy, become insolvent, or make an assignment for the benefit of creditors, or if a trustee is set up to administer a substantial portion of your assets or business.
6.4 Termination by You. You may terminate this Agreement in the event AnswerRocket amends, supplements or modifies the terms of this Agreement and you do not at such time agree to such an amendment, supplement or modification. Termination shall be effective when notice is deemed to have been given to AnswerRocket (as specified in Section 12.8), provided, that you should immediately cease accessing and using the Subscribed Services and the AnswerRocket Software.
6.5 Termination for Cause. In the event (a) the Master Client fails to timely pay any fees when due or otherwise breaches the Master Client Agreement; or (b) AnwerRocket believes, upon advice of counsel, that any element of the Subscribed Services, or your receipt or use thereof, violates any applicable law, rule or regulation, AnswerRocket may it its sole discretion suspend or terminate any Subscribed Services immediately without notice.
6.6 Effect of Termination. Upon termination or expiration of this Agreement for any reason, you shall immediately cease using the Subscribed Services and the AnswerRocket Software and shall have no further rights to receive or use the Subscribed Services or the AnwerRocket Software. Upon any termination of this Agreement, all of your rights and licenses granted hereunder shall automatically and immediately terminate, you shall delete or destroy all copies of AnswerRocket’s Trade Secrets and Confidential Information in every form. Upon request of AnswerRocket, you agree to certify in writing to AnswerRocket that you have performed the foregoing obligations. Sections 3.2, 4.3, 5, 6.6 and 7-12 shall survive any termination of this Agreement in accordance with their respective terms.
7. Warranties and Disclaimers.
7.1 Warranty. AnswerRocket makes no warranty or representation that the Subscribed Services or AnswerRocket Software will meet your requirements, and you assume the sole responsibility for the selection of the Subscribed Services and AnswerRocket Software to achieve your intended results, the use of the Subscribed Services and AnswerRocket Software, and the results obtained from such selection and use. Any reliance upon the Subscribed Services or AnswerRocket Software is at your risk, and neither AnswerRocket nor its licensors or data suppliers shall be responsible to you for any liability arising from or related to the use of the Subscribed Services or AnswerRocket Software in any way.
7.2 DISCLAIMERS. YOU UNDERSTAND AND AGREE THAT THE SUBSCRIBED SERVICES AND ANSWERROCKET SOFTWARE ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND WITHOUT A WARRANTY FROM ANSWERROCKET. ANSWERROCKET DISCLAIMS ALL WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO THE SUBSCRIBED SERVICES AND ANSWERROCKET SOFTWARE PROVIDED HEREUNDER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), PARTICULARLY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANSWERROCKET DOES NOT WARRANT THAT THE SUBSCRIBED SERVICES OR ANSWERROCKET SOFTWARE ARE OR WILL BE ERROR-FREE OR THAT THE USE OR OPERATION OF THE SUBSCRIBED SERVICES OR ANSWERROCKET SOFTWARE WILL BE UNINTERRUPTED OR THAT ALL ERRORS OR ISSUES WITH THE SUBSCRIBED SERVICES OR ANSWERROCKET SOFTWARE CAN OR WILL BE CORRECTED.
8.1 Confidentiality. You acknowledge that pursuant to this Agreement you will have access to the Confidential Information and TradeSecrets of AnswerRocket. For purposes of this Agreement, “Trade Secrets” means information, without regard to form, which: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and “Confidential Information” means information, other than Trade Secrets, that is of value to AnswerRocket and is treated as confidential. AnswerRocket’s Trade Secrets and Confidential Information include, without limitation, the Subscribed Services and object and source code for the AnswerRocket Software. You agree to use AnswerRocket’s Trade Secrets and Confidential Information solely for purposes of performing your obligations or exercising your rights under this Agreement. You agree to discuss AnswerRocket’s Trade Secrets and Confidential information only with, and to transmit the Trade Secrets and Confidential Information only to, those officers and employees of yours who have a need to know the Trade Secrets or Confidential Information for the purposes set forth herein and who have agreed in writing to treat such information as confidential on terms no less restrictive than as set forth in this Agreement.
8.2 Security Precautions. You shall take reasonable security precautions to prevent unauthorized use and disclosure of AnswerRocket’s Trade Secrets and Confidential Information and shall use at least the same degree of care that you employ with respect to your own trade secrets and confidential information, but in no event less than a reasonable standard of care. You shall not permit unauthorized access to AnswerRocket’s Trade Secrets or Confidential Information.
8.3 Duration and Exceptions. With regard to Confidential Information, the obligations in this Section 8 shall continue for the Term and for a period of five (5) years thereafter. With regard to Trade Secrets, the obligations in this Section 8 shall continue for so long as such information constitutes a trade secret under applicable law, but in no event less than the Term and for a period of five (5) years thereafter. Your obligations with respect to AnswerRocket’s Trade Secrets and Confidential Information shall not apply to the extent such Trade Secrets or Confidential Information: (a) are previously known to you without restriction on disclosure; (b) cease to be secret or confidential except by reason of a breach of this Agreement by you; (c) are independently developed by you without reference to AnswerRocket’s Trade Secrets or Confidential Information; or (d) were received from a third party without obligations of confidence and without breach of this Agreement.
9. Intellectual Property Rights.
9.1 AnswerRocket’s Intellectual Property. AnswerRocket (or its licensors) retains title to the Subscribed Services and AnswerRocket Software and all modifications, alterations, derivative works, and enhancements thereto, and all copies thereof and Intellectual Property Rights therein. Except as specified herein, you do not acquire any rights, express or implied, in the Subscribed Services or AnswerRocket Software, and you have no right to commercialize or transfer the Subscribed Services or AnswerRocket Software, in whole or in part. No license, right or Intellectual Property Right in any AnswerRocket trademark, trade name or service mark is granted pursuant to this Agreement. For purposes of this Agreement, “Intellectual Property Rights” means, on a world-wide basis, any and all (a) rights associated with works of authorship, including without limitation, copyrights, copyrightable rights, moral rights and mask work rights; (b) trademark, service mark and trade name rights and any similar rights recognized under applicable law; (c) trade secret rights and rights in confidential information; (d) patents and patentable rights; (e) all rights with respect to inventions, discoveries, improvements, know-how, formulas, algorithms, processes, technical information and other technology; (f) all other intellectual and industrial property rights of every kind or nature, whether arising by operation of law, contract, license or otherwise; and (g) all international, national, foreign, state and local registrations, applications for registration and any renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisions, reissues, substitutions and reexaminations), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of the foregoing (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations relating thereto; and to settle and retain all proceeds from any such actions).
9.2 Your Data and Information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, timeliness, appropriateness, and intellectual property ownership and right to use all of the data and information (including, but not limited to, with respect to any personally identifying information) you process, use and transmit through the Subscribed Services, and AnswerRocket shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store your data or information for any reason. AnswerRocket reserves the right to purge and delete all of your data and information, if any, in its possession upon the termination or expiration of this Agreement.
9.3 License to Client Content. You hereby grant to AnswerRocket the non-exclusive right and license to (a) receive, retrieve, process, use and transmit any of your information and data necessary or reasonably desirable to perform the Subscribed Services; (b) use, copy, manipulate and store any of your information and data that will be archived, stored or otherwise transmitted in connection with the Subscribed Services; and (c) to aggregate your information and data with information and data from other clients (“Data Aggregations”) for purposes including, without limitation, product and service development and commercialization and quality improvement initiatives. AnswerRocket will redact your information and data in such a way as to not divulge your confidential or proprietary information. All Data Aggregations will be the sole and exclusive property of AnswerRocket.
9.4 License to the Marks. You hereby grant to AnswerRocket the worldwide, non-exclusive limited right and license during the Term to use your trademarks, service marks and trade names in connection with performance of the Subscribed Services and its other obligations under this Agreement.
10. Indemnification. You shall indemnify and hold harmless AnswerRocket and its affiliates and its and their assignees, partners, managers, shareholders, officers, directors, employees, agents and representatives against any and all judgments, damages, costs, or losses of any kind (including reasonable attorneys’ and experts’ fees) as a result of, and defend any action brought against the same, with respect to any third party claim, action, or proceeding that arises out of or relates to, (a) your selection and/or use of the Subscribed Services or AnswerRocket Software, (b) any product, service, information or data provided by you, (c) a breach by you of your obligations hereunder, or (d) any claim of infringement, misappropriation or violation of any patent, trademark, copyright, trade secret, license, or other proprietary right that arises from your use of the Subscribed Services or AnswerRocket Software.
11. Limitation on Liability.
11.1 EXCLUSION OF DAMAGES. IN NO EVENT SHALL ANSWERROCKET OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE, DELAY OR MALFUNCTION), EVEN IF ANSWERROCKET HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
11.2 LIMITATION OF LIABILITY. ANSWERROCKET TOTAL AGGREGATE LIABILITY TO YOU, TO YOUR END-USERS, OR ANY OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING FROM OR OUT OF THIS AGREEMENT (WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) SHALL IN NO EVENT EXCEED $1,000.
11.3 EXCEPTIONS. THE FOREGOING LIMITATIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
12.1 Dispute Resolution; Governing Law. The laws of the State of Georgia shall govern this Agreement, without reference to conflicts of law rules or principles. Both you and AnswerRocket specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement. You hereby consent and submit to the exclusive jurisdiction and venue over any action, suit or other legal proceeding that may arise out of or in connection with this Agreement, by any state or federal court located within or about Atlanta, Georgia, USA. You shall bring any action, suit or other legal proceeding to enforce, directly or indirectly, this Agreement or any right based upon it exclusively in such courts.
12.2 Force Majeure. AnswerRocket will not be liable for any loss, damage or delay resulting from any event beyond AnswerRocket’s reasonable control (a “Force Majeure Event”), and delivery and performance dates will be extended to the extent of any delays resulting from any such Force Majeure Event.
12.3 Assignment. You may not assign or transfer this Agreement or any rights hereunder, by operation of law or otherwise, without the prior written consent of AnswerRocket, which AnswerRocket may withhold in its sole discretion. Any purported assignment in violation of this Section 12.3 shall be null and void. Subject to the foregoing limitation on assignment, this Agreement shall be binding upon the parties and their respective legal successors and assigns.
12.4 Injunctive Relief. You understand and agree that in the event of a breach or threatened breach of any of the covenants or promises contained in this Agreement, AnswerRocket will suffer irreparable injury for which there is no adequate remedy at law and AnswerRocket may seek injunctive relief enjoining said breach or threatened breach. You further acknowledge, however, that AnswerRocket shall have the right to seek a remedy at law as well as or in lieu of equitable relief in the event of any such breach.
12.5 Independent Contractors. Nothing in this Agreement shall be construed to create an agency, joint venture, partnership or other form of business association between you and AnswerRocket. You do not have the right or authority to make any contract, representation or binding promise of any nature on behalf of AnswerRocket, and you shall not hold yourself out as having such right or authority.
12.6 No Waiver. The failure on either your part or AnswerRocket’s part to exercise any right or remedy hereunder will not operate as further waiver of such right or remedy in the future or any other right or remedy.
12.7 Severability. In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in any other circumstances, will not be affected thereby.
12.8 Notices. Any notices or other communications required or permitted to be given or delivered by AnswerRocket under this Agreement shall be undertaken by AnswerRocket by any means AnswerRocket determines in its discretion to be reasonable including, but not limited to, sending you an email notification (in which case the notice or other communication shall be deemed to be given when it is sent) or posting the notices or other communications on AnswerRocket’s website located at https://www.answerrocket.com/end-user-agreement (in which case the notice or other communication shall be deemed to be given when posted on AnswerRocket’s website). Any notices or other communications required or permitted to be given or delivered by you under this Agreement shall be in writing and shall be sufficiently given if delivered personally or if delivered by overnight commercial courier or by registered or certified mail, postage prepaid, return receipt requested, to AnswerRocket at the following address: AG Labs, LLC, doing business as AnswerRocket, 5775 Glenridge Dr, Building B, Suite 450, Atlanta, GA 30328. Any notice or other communication by you shall be deemed to be given when it is personally delivered or as of the date it is delivered by the commercial courier or five (5) days after being mailed by registered or certified mail, as the case may be, as herein specified. Any change of address shall be served by notice pursuant to this Section 12.8.
12.9 Marketing. You agree that AnswerRocket may reference your execution of this Agreement and your status as a user of the Subscribed Services and AnswerRocket Software in marketing materials and in sales presentations. AnswerRocket may use your trade names and trademarks in connection with such usage.
12.10 Entire Agreement. This Agreement constitutes the final and entire agreement between you and AnswerRocket, and supersedes all prior written and oral agreements, understandings, or communications with respect to the subject matter of this Agreement.