Terms of Service

Definitions

These Terms of Service ("Terms") refer to the legal obligations and boundaries set by the contents of this document and any amendments mutually agreed upon.
The "Company" (also "we", "us", and "our") collectively refers to Memnarch Ltd. and its members.
The "Service" refers to Relica, including its features and source code, compiled binaries, related core infrastructure, work done on it by the Company, community contributions, supporting programs, protocols, associated billing and integrations, help and support, customer subscriptions, and any code or computer instructions (compiled or uncompiled) made or offered by the Company.
The "Software" refers to the Relica client application and the associated or bundled files of the Service that have originated with or are distributed by the Company.
The "Product" refers to the Software, Service, or both, or any other relevant feature, service, subscription, or offering provided by the Company, depending on the context.
The "Customer" (also "you", "your", and "visitor") is you, the purchaser/subscriber, or prospective purchaser, to a Product; and/or organization that you are acting on behalf of (such as an employer, employees, and business or project partners with whom you are associated that will be involved with your use of the Product).
"Support" is defined as help from the Company which is given privately to the Customer or for the Customer's exclusive benefit.
The "Site" or "Sites" refers to the Service's website(s) and/or domain name(s), including relicabackup.com, relica.net, relica.run, relica.app, and their subdomains, and any other Web property operated by the Company such as, for example: source code project pages or social media; as well as the content on these Sites.
"User" refers to any person, organization, or other entity using the Service or operating software (directly or indirectly) to access the Site.

By accessing the Site, contacting the Company, or subscribing to a Membership or the Relica Cloud, or any other Product or Service of Memnarch Ltd., the Customer is agreeing to the following terms and conditions ("Terms of Service"). The Company reserves the right to update and change the Terms of Service at its discretion and without notice. The Company will post updated Terms to the Site.

These Terms govern your access to the Sites and use of the Sites and Software from the Company. In the event that you access the Site, your access to the Site and the Software are subject to these Terms.

By accessing the Site or using the Software, you represent and warrant that you are 13 years of age or older. If you are under the age of 13, you may not under any circumstances access our Sites or use our Software. If you are under the age of 18, you may use the Site and Software only under supervision and approval of a parent or legal guardian who agrees to be bound by these Terms.

1 Relationship and Rights

The Company is not a contracted worker for the Customer, and the Product is not a work-for-hire. This agreement is nonexclusive of other agreements, that is, it does not preclude the Company or the Customer from entering into other agreements (such as software licenses). Company exclusively retains all intellectual property rights and ownership of the Service. The Customer retains all rights and ownership of their property; this agreement does not facilitate an exchange of rights or ownership.

The Sites and their contents (text, images, videos, and software) are protected by U.S. and international copyright laws. Any content that is not the express property of the Company is used by permission of the copyright holder.

Any and all electronic and programmed computer instructions used to provide a service to the Customer for good and valuable consideration are the property of the Company and protected by U.S. and international copyright laws. Any reproduction, modification, distribution, transmission, republication, display, replay, or performance of the content of the Site, unless otherwise granted, is strictly prohibited.

Hyperlinks to other websites that exist on the Site may or may not be affiliated with, under the control of, or otherwise influenced by the Company. The Company does not endorse or make any representations or warranties about third party sites or any information, software, or other products or services found there. You agree that the Company will not be liable to you in any way for your use of linked sites.

You are hereby granted a limited, nonexclusive right to create hyperlinks to the Site provided that such link does not portray the Company or any of its projects or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time, for any reason, whatsoever. You may not use, frame, or utilize framing techniques to enclose any Company trademark, logo, or trade name or proprietary information without express written consent from the Company.

These Terms provide that all disputes between you and the Company will be resolved by binding arbitration. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. Your rights will be determined by a neutral arbitrator and not a judge or jury and your claims cannot be brought as a class action.

2 Products and Services

2.1 Client Software

Upon purchasing or downloading Software from the Sites, the Company and the Customer enter into a legally binding contract set forth in the End User License Agreement ("EULA") distributed with the Software or as declared on the invoice/receipt of purchase. The EULA and these Terms of Service are non-exclusive; that is, one does not preclude the other. Customer is bound to both while using the Software and/or the lifetime of their Service. While the Customer has an active, relevant Subscription, the Company agrees to: make deliverable to the Customer the Software in a digital form, and grant usage rights according to the text of the License. The Customer agrees to pay the Company the price of the Product as indicated on the Site in full and on the regular interval as long as the Subscription is active, according to the section on payments in these Terms. Customer acknowledges that Subscriptions have a recurring, not one-time, bill.

2.1.1 License Text

The text of the License can be found in a file called EULA.txt in official distributions of the Software.

2.1.2 Variants of License

The License may vary by certain details on a case-by-case basis depending on any agreements entered into with the Customer or special circumstances deemed by the Company. All such licenses are still collectively considered Licenses.

2.1.3 Custom Licenses

A custom license is required if the Customer will or might use the Software in a way not permitted or beyond the limits allowed by the stock Licenses. Customer agrees to state all their requirements so the Company can offer an appropriate license. Like stock Licenses, the Company has no obligations until the Customer pays in full.

2.2 Self-Hosted Solutions

Customers of the enterprise or self-hosted editions of the Software are allowed to obtain from the Company and use official binary distributions of the backend components and database schema of the Product within their own infrastructure, but are not allowed to redistribute, share, make public or available, or disclose that software; and their use is bounded by the EULA, these Terms, and the self-hosted license agreement mutually entered into. Customers of the self-hosted solution(s) are allowed to distribute the client application(s) only within their organization.

2.3 Membership

Your use of the Product, including use of the cloud storage service, is subject to the validity and payment status of your membership subscription, which grants the Customer the privilege of unlimited backups and restores to and from local and peer destinations subject to physical device limits or restrictions. The Customer acknowledges that data availability may be subject to the status of their membership subscription, which must be paid in full and in advance to be considered valid. Customers with a current membership subscription may be referred to as Members.

2.3.1 Referral Programs

The Company may sponsor referral programs, which may offer benefits (bonuses or discounts) to the Customer, predicated on the action of another Customer. The Company has an interest in granting referral benefits and will generally do so according to the conditions described on the Site, but may refuse to do so toward one or both parties in case of service cancellation, breach of contract, refund, or any other reason such as would seem to make granting a referral benefit a conflict of interest or infeasible expense for the Company. The Company reserves the right to terminate, suspend, or change referral programs at any time for any reason. The Customer agrees not to abuse the referral programs in any way, including (but not limited to) organized mass signups, new account cancellations en masse, automating account creation, and associating multiple accounts with the same email provider account.

2.3.2 Number of Devices

A membership subscription to the Service may be associated with as many devices as the customer owns or is in direct control of, unless the technical burden on the Company becomes excessive. Although it does not generally do so, the Company reserves the right to enforce a limit on the number of devices per account in order to prevent abuse or to keep the service available and sustainable. The Company recommends no more than about 10 devices per account abiding normal usage conditions.

2.3.3 Account Access

Accounts with the Company may only be used by the account owner. Customer acknowledges that sharing access to an account implies sharing an encryption key and that all individuals with access to an account have access to all the data associated with the account. The Company reserves the right to terminate an account if it deems its usage is not compliant with these Terms or if it poses a risk to the service or excess techical burden. The Customer agrees to keep account password, encryption key, and other credentials secret (including from the Company itself).

2.4 Cloud Escrow

Cloud escrow refers to the Company's optional managed cloud storage service. Using this service activates a cloud storage subscription which is separate from the membership subscription and is billed on a separate cycle. The cloud is actually just somebody else's computers. The Company offers no warranties or guarantees regarding the quality or availability of its service providers, and is subject to its service providers' terms and conditions. To help improve data availability and reliability in the event of contigencies which may be out of its control, the Company may offer data storage across multiple independent cloud services. The Customer acknowledges that the Company is not responsible for their service providers' actions, uptime, or service quality. The Company reserves the right to restrict changes or operations in cloud escrow, such as reducing the count of providers used by your account, or limiting frequency or speed of backup, restore, maintenance, or other operations if they are becoming burdensome. The Company may make internal adjustments related to service providers cloud escrow at any time. It is the Customer's responsibility to increase their cloud escrow count to their satisfaction in case there is a service disruption to the other provider(s). The Customer grants the Company the right to transmit your backup data to third-party service providers for the fulfillment of the service. Your data is encrypted before leaving your computer with a key the Company does not store on its systems. The Company cannot and will not be held responsible for the existence or posession of any data uploaded to its cloud escrow service; the Customer accepts full responsibility for their data.

2.4.1 Cloud Escrow Billing

Cloud escrow subscriptions are billed based on approximate storage space usage relative to the number of providers at the end of the billing period. Usage estimates may be delayed by more than a day on some occasions. Termination of a cloud escrow subscription still requires a final payment for usage up to that point by the Customer. Trial periods on cloud escrow subscriptions are billed at the end of the period, but no payment is required if cancelled before the trial period ends.

2.5 Support

The Company agrees to offer Support for paying Customers and may handle inquiries or requests according to its discretion through the methods it designates as official support channels or help lines (such as, and only as examples: email, social media, online chat, or phone). The Company may not provide hands-on, on-premise, all-hours, or dedicated Support except as explicitly declared in a custom agreement signed by both the Company and the Customer and then only according to the terms of that agreement. The Company is not able to offer investigative or debugging assistance except with the Software and Service; likewise, the Company is not obligated to troubleshoot the Customer's network, infrastructure or other systems that are external to the Software. (The Company is not a consultant.) However, the Company will strive to provide the most helpful Support it can within its financial, time, and physical constraints. While the Company will make every reasonable effort to help answer the Customer's questions, the Customer is aware that solutions might not always be immediately deliverable or technically feasible or possible. The Company may only provide Support according to the Company's availability of personnel and resources. The Customer is solely responsible for the operation of the Software and will not hold the Company liable for any problems, data loss, or costs that arise out of its use, according to the rest of these Terms and the EULA. The Company reserves the right to discontinue Support to Customer(s) if it becomes excessively burdensome.

2.6 Termination

Either the Customer or the Company may terminate a Subscription at any time. Upon termination, all services, privileges, rights, products, and amenities provided to the Customer may be immediately revoked or cancelled by the Company, and any software, materials, or information that is property of the Company must be surrendered on demand. Termination requires Customer to immediately cease use of all software, properties, and resources owned by the Company. As part of a termination, the Company reserves the right to delete any and all of that Customer's data from its own systems including cloud escrow accounts. The Company shall not be held responsible or liable for any costs, data loss, or negative consequences for the Customer in the event of a termination of Subscription or Product.

We promise to strive to provide you with the best possible experiences with our products. When you download Relica, it comes with an End User License Agreement (EULA) you also agree to. You promise to be nice and not abuse your Relica account. Thanks. :)

We may offer enterprise solutions that are subject to these and other terms. We also offer services that are subject to third party terms and conditions, which may affect our service to you in some cases.

Our hosted cloud backup service is on a separate subscription from your membership and is billed based on usage at the end of the period. Obviously, you grant us permission to transmit your data to service providers for archival storage. (Remember, your data is encrypted so we can't see it.)

You can use Relica on as many devices as you need to, as long as they're all part of your account and you aren't sharing your account too much, kinda like cheating, ya know?

And yes, you can cancel your subscriptions at any time. (Sad face.)

3 Custom Terms

Upon purchasing a Product or mutually entering into any other agreement (such as the EULA), Customer and Company also enter into the Terms set forth in this document, which are legally binding. The Terms may be amended with addendum documents ("Amended Terms") mutually agreed upon in writing between Customer and the Company. If the Customer has special requirements, the Company may offer Amended Terms at its discretion. Amended Terms may be negotiated before the Customer agrees to these Terms, in which case the Amended Terms will prevail and govern. Amended Terms do not replace or supplant existing agreements such as these Terms or the EULA unless they are explicitly stated to do so.

4 Warranties

4.1 Limitation of Liability

You use the Site, Software, and Service, and any other property of the Company at your own risk. The Company is not responsible for the Customer’s use of the Service or its software, nor for any criminal or illicit behavior of other parties. Services provided by the Company do not guarantee protection from any problems that might arise in using Products or Software from the Company. The Company is not responsible for any financial, data, or other loss experienced by the Customer as a result of using or accessing the Service or any service or product provided by the Company.

EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, SOFTWARE, OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal and accounting fees), arising out of your violation of these Terms.

4.2 Warranty of Services and Software

Company warrants that all services will be performed in a professional manner using qualified, professional personnel.

THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WHEN OTHERWISE STATED IN WRITING THE MATERIALS PRODUCED UNDER THE TERMS OF THIS AGREEMENT ARE PROVIDED TO CUSTOMER "AS IS," THAT IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT RESTS SOLELY WITH THE CUSTOMER. SHOULD THE PROJECT OR SOFTWARE PROVE DEFECTIVE, CUSTOMER SOLELY ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION, INCLUDING WITHOUT LIMITATION ANY DEBUGGING.

EXCEPT AS OTHERWISE STATED ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES RELATED TO INFORMATION OR BUSINESS ADVICE PROVIDED, WARRANTIES RELATED TO OUTCOMES BASED ON INFORMATION OR ADVICE PROVIDED, WARRANTIES OF MERCHANTABILITY OR MERCANTILE QUALITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE, WARRANTIES OR CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW, OR WARRANTIES OF ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTY VENDORS.

THE PARTIES AGREE THAT NEITHER PARTY’S LIABILITY FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WILL EXCEED THE FEES PAID OR TO BE PAID BY CLIENT PURSUANT TO AN APPLICABLE PRODUCT OR TRANSACTION UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF USE OF ANY SOFTWARE OR HARDWARE, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST DATA, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PERSON, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF ADVISED OF THIS POSSIBILITY.

5 Fees, Invoices, Payment, and Billing

5.1 Acceptable Payment Methods

The Company accepts major credit cards and debit cards as valid forms of payment. ACH transfer for business-to-business transactions may also be acceptable upon request. Other forms of payment may be approved upon request and at the Company's discretion.

5.2 Payment Processors

The Company uses third-party payment processors for billing and management of financial transactions. The processing of payments may be subject to the terms, conditions and privacy policies of the payment processors in addition to these Terms. The Company is not responsible for errors by the payment processors. Customer agrees to pay all charges and fees associated with financial transactions as well as the price of the Product through the payment method.

5.3 Authorization and Recurring Billing

By purchasing a Product, Customer authorizes the Company to charge the Customer's payment method for the price of the Product. Products or services which are billed as a subscription have automatic, recurring billing. Establishment of these Products and services are contingent upon receipt of payment information and initial successful payment through a payment processor that supports recurring billing. Subsequent payments will be automatically charged to the Customer's debit or credit card. Recurring billing can be stopped only by terminating the subscription, which can be done by the Customer from logging into the Site and selecting the appropriate actions.

5.4 Price Quotes

Company offers all Products on the Sites "as-is", and the Customer must request an official quote from the Company for: any Product that is available only by receiving a quote or which requires customization to meet the Customer's requirements. Company reserves the right to ask clarifying questions and request more information before providing a quote. Customer acknowledges that the price of a custom product offering may differ from any pricing stated on the Site due to factors related to legal, processing, and other costs to the Company; and Company reserves the right to include those costs as part of a quote. Customer agrees to keep all price quotes and pricing information confidential and to not share or distribute them. Price quotes expire after 30 days of origin unless otherwise noted on the quote. Customer shall not leverage the information in negotiations, transactions, or conversations with other entities, regardless of their relationship with the Company.

The Company reserves the right to change plans and pricing as indicated on the Site at any time.

5.5 Invoicing

Invoices for business/enterprise customers are available upon request for one-time charges and annual subscriptions, and may be subject to extra processing and/or legal fees. Payment is due no later than ten (10) days past the invoice date. Customer agrees to pay amount due on invoice such that the payment is received and completed before the due date.

5.6 Arrearages

Payments not made within ten (10) days of invoicing or within three (3) business days of automatic billing will be deemed in arrears. For Customers in arrears, monetary breach may be declared by the Company, any relevant termination clauses of the Terms take effect, and refunds are not warranted. Further, the Company may suspend service to the Customer and pursue legal action to collect the full amount due, including any attorneys' fees and costs.

Normal missed payments may be retried several times before the Company takes action to terminate the service or subscription. It is the Customer's responsibility to keep payment information up-to-date to ensure continued, uninterrupted service.

5.7 Chargebacks

You agree to contact the Company before disputing any charge against the method of payment ("chargeback"). You acknowledge and agree that if services, Products, or support have been performed by the Company, chargebacks are unlawful. Chargebacks are considered breach of contract. Chargebacks or revocations on any other form of payment provided to the Company will be investigated and disputed if, in the Company's reasonable opinion, the chargeback is not justified. Any chargeback will automatically invoke the following per-occurrence, non-refundable fees without exception: (i) a $100 administration fee; (ii) a $50 chargeback fee; (iii) a $75 recovery fee. These fees, along with any disputed charges, will result in a negative balance on your account which must be paid before the account will not be considered in arrears. Customer agrees to pay these fees and knowingly assumes the costs when initiating a chargeback. The Customer knowingly waives the right to a refund in the event of any chargeback. In the event of a chargeback, the Company may need to provide relevant information to a third party for the purposes of recovering the debt or for the pursuit of civil or criminal proceedings.

5.8 Trial Periods

The Company may elect to offer its Product(s) or Service(s) beginning with a free or discounted trial period of a certain duration. Details about the trial period and its terms will be given on the Company's Site. Any applicable trial period begins when a subscription is created. For trial periods that are one (1) month or thirty (30) days long: (i) for subscriptions which are billed yearly at the beginning of the billing period will be billed at the end of the trial period, and no payment is required if cancelled during the trial period; (ii) for subscriptions which are billed monthly at the beginning of the billing period will be billed at the end of the trial period for that period, and no payment is required if cancelled during the trial period. It is the Customer's responsibility to cancel your subscription during the trial if you do not want to pay.

5.9 Refunds

The Customer may request a refund and, pursuant to the Terms, Company agrees to grant a refund on a pro rata basis with cancellation (termination) of services or Product. Refunds are calculated with the time remaining in the Product or service from the point of cancellation. The Company is not obligated to provide a refund and may decline to do so if any of the following cases apply: (i) the Terms have been breached; (ii) the Customer's account is in arrears; (iii) the Customer is involved in any financial or legal disputes with the Company; or (iv) the Customer's request is made more than two (2) business days after date of termination.

5.10 Jurisdictions

As Company does not have a global physical presence, Customer agrees not to engage in a financial transaction or legal agreement with the Company if doing so puts the Company or Customer at legal or financial risk due to the laws or political climate of the Customer's physical or registered state or location. Customer agrees to pay any applicable fees, fines, or taxes imposed by the jurisdiction in which they live. The Company will not be held liable for such fees or penalties arising out of Customer's actions.

Payments are processed by third-party entities (like Stripe, and banks) which have their own terms. You should check them out. We accept credit/debit cards for payment, but also can accept ACH transfers for one-time or annual payments.

Our products have recurring billing, so when you buy, you are authorizing automated charges at every payment cycle to keep your subscription active.

We can do invoicing for one-time or annual subscriptions, if your company requires. If you aren't sure whether you can do business with us because of applicable laws where you live, contact us first!

Price quotes are confidential and expire after 30 days.

If you have a question about a charge, please contact us about it before doing anything else. We can grant refunds pro rata, no problem.

6 General Prohibitions

You agree not to do any of the following: (i) use any Site or Software text, code, images, videos (herein "Content") in violation of any applicable law or regulation; (ii) attempt to decipher, decompile, disassemble, or reverse-engineer any of the databases or closed-source software related to the Site, Software, Content, or services offered by the Company; (iii) scrape, retrieve in an automated or semi-automated fashion, or store any public or private Content from the Site; (iv) use any Content from the Site, including information from its databases, to provide, host, or offer similar or identical services or websites; (v) use any Content including any personally identifiable information included within the Content, in violation of any rights of any third parties, including such rights arising under any applicable privacy policies or agreement; (vi) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Software; (vii) share your Site account or any of the features, resources, or privileges granted by it; (viii) expose or share any account's credentials; (ix) exceed the capacity of the servers or services that disrupt access to the site for others; (x) abuse any information provided by the Site or Service for any purpose which is not the stated intent, (xi) use the Product or Service with, or possess, any data which is unlawful in applicable jurisdictions, or harmful to others. The Company has the right to investigate and prosecute violations of any of the above. The Company may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that the Company has no obligation to monitor/log your access to or use of the Site, Software, or Content, but has the right to do so.

7 General Provisions

7.1 Severability

Each provision of these Terms shall be interpreted in such a manner as to be effective and valid under applicable law. The invalidity or unenforceability of any provision of these Terms shall in no way affect the validity or enforceability of any other provision hereof. Any invalid or unenforceable provision shall be deemed severed from these Terms and the balance of these Terms shall be construed and enforced as if the Terms did not contain the particular provisions(s) held to be invalid or unenforceable.

7.2 Freedom to Decline

The Company reserves the right to decline doing business, favors, or services, entering into agreements, or associating in any way, with any individual, organization, or other entity for any reason, and is not required to disclose the reason.

7.3 Waiver

The waiver of a breach of these Terms or the failure of a party to exercise any right under the Terms shall in no event constitute a waiver as to any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under the Terms.

7.4 Force Majeure

Neither party shall be responsible for any failure to perform, or delay in performing any of its obligations under this Agreement, where and to the extent that such a failure or delay results from causes outside the control of such party. Such causes shall include, without limitation, delays caused by the other party, acts of God or of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes, civil commotion, or the like.

7.5 Headings and Summary Texts

Section headings and any contextual summary texts shown alongside these Terms are for the convenience of the parties and should not be construed as part of these Terms.

7.6 Governing Law

The Terms shall be deemed executed in Delaware and shall be governed by the laws of the State of Delaware. For purposes of enforcement of arbitration awards, equitable relief, or if for any other reason litigation is permissible under this agreement, each party hereby irrevocably agrees to the personal jurisdiction and venue of any court located in Dover, Kent County, Delaware.