Terms of Service

These Terms of Service (these “Terms”) are between You and Phaze (as defined below), and govern Your use of the Services (as defined below) provided by Phaze.

YOU ARE BEING REQUESTED TO ELECTRONICLY ACCEPT THESE TERMS. BY DOING SO, YOU REPRESENT AND AFFIRM TO PHAZE THAT YOU (i) HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS; AND (II) ARE AT LEAST 18 YEARS OF AGE OR OLDER WITH THE AUTHORITY TO AGREE TO THESE TERMS ON YOUR OWN OR SOMEONE ELSE’S BEHALF.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE TERMS, IN WHICH CASE, THE DEFINED TERMS “CUSTOMER”, "YOU" OR "YOUR" AS DEFINED HEREIN SHALL REFER TO SUCH LEGAL ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT PROCEED ON WITH THE ELECTRONIC ACCEPTANCE PROCESS. YOUR REGISTRATION PROCESS WILL END AND YOU WILL NOT BE REGISTERED TO USE THE SERVICES.

Phaze may, in its sole discretion at any time, modify, revise, add to or delete portions of these Terms without further notice to You. You hereby agree to be bound by such modified Terms and can view the most current version of these Terms at any time by going to https://phazein.com/terms. By continuing to use the Services, You agree that the then current version of these Terms govern Your use of the Services.

1. DEFINITIONS. The following defined terms used in these Terms have the following definitions:

1.1. “Affiliate” means any entity, now or hereafter existing that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another entity.

1.2. “Customer” (and also referred to herein as “You” or “Your”) means the primary Licensed User of an Organization responsible for subscribing to use the Services on behalf of the Organization, administration of the Organization’s Subscription to the Services (i.e. inviting other Licensed Users), and for all payment obligations on behalf of the Organization under these Terms for use of the Services.

1.3. “Documentation” means any electronic or printed materials made available by Phaze to accompany the Software and/or Services that provide instructions for installation, operation, maintenance, and use thereof.

1.4. “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

1.5. “Licensed User” means an individual user (including You) either (i) completing Registration for a Phaze Account, without an invitation from another Customer, on their own to create an Organization as a Customer, or (ii) invited (authorized) by a Customer to complete Registration and join an Organization. In either case, every individual accessing and using the Services is a Licensed User and must, prior to using and accessing the Services,: (i) complete Registration, (ii) have a Phaze Account, and (iii) agree to these Terms.

1.6. “Machine” means a single computing machine used by a Licensed User to access and use the Services and is assigned to an Organization. A Machine may only be assigned to a single Organization and may never be assigned to multiple Organizations at the same time.

1.7. “Organization” means an entity identified by a Customer as the primary account name for a particular group of Machines and Licensed Users authorized over time by such Customer to access and use the Services via such Organization’s Subscription, and with the power via the functionality of the Services to manage all of the permissions, access controls, user roles, billing information and status and other account criteria for such group of Machines / Licensed Users, as such group, via such Organization’s Subscription.

1.8. “Phaze” means Phaze Inc., its Affiliates, and its successors and assigns.

1.9. “Phaze Account” means a user account created with Phaze by a particular Licensed User that uniquely identifies such Licensed User with a unique user name, email address, and password.

1.10. “Services” means the services and related Software provided by Phaze under these Terms. Services shall also include any standard support and maintenance services offered by Phaze under these Terms.

1.11. “Software” means certain software applications licensed to You subject to these Terms, in object code format only, that are required for You to connect a Machine to, and use, the Services.

1.12. “Subscription” means a subscription to use and access the Services purchased by a Customer for an Organization for such Organization’s authorized Licensed Users to access and use the Services, in exchange for payment of the applicable Fees for such Subscription.

2. ONLINE REGISTRATION.

2.1. Registration for a Phaze Account. To use the Services, every Licensed User must complete an online registration process (“Registration”) for a Phaze Account to access and use the Services and electronically accept these Terms. Phaze may reject a Licensed User’s Registration at its sole discretion and is not obligated to provide a reason for such rejection. If You are added to an Organization by a Customer via an identity provider software (an “IdP” such as Okta, Microsoft Entra ID, Google Workspaces, AuthO, OneLogin or Ping Identity), You will agree to these Terms via such IdP, and if You are not asked to create a Phaze Account, You will have a Phaze Account created for You by Your Organization. Please direct all questions regarding such IdPs to Your Organization. Your agreement to these Terms is related to Your Phaze Account, and governs Your use of the Services on all Machines on which You are signed into Your Phaze Account, i.e. You may utilize Your Phaze Account on multiple Machines, and these Terms govern Your use and access of the Services on all of such Machines. You may also be invited by another Licensed User to use and access the Services for limited use via a particular Machine without Registration or a Phaze Account, however, such use and access of the Services will be restricted and You must electronically accept these Terms on such Machine when prompted to do so prior to proceeding with such limited use and access of the Services on such Machine. By so accepting these Terms, You consent to Service access to Your Machine pursuant to Section 3 below.

2.2. Invitations to Register; Organization. If You are a Customer (i.e. You are the primary Licensed User of an Organization), You are completing a Registration without an invitation from an Organization (i.e., You are creating Your Organization). If You received an invitation, and are completing a Registration from an invitation from an Organization, You will be joining as a Licensed User of the Organization from which You received Your invitation. Your access to the Services is through your Organization, and the Machine(s) through which You access the Services will be assigned to Your Organization. Your Machine(s) can only be assigned to a single Organization.

2.3 Registration Data. During Registration, Phaze will collect certain limited information about You (“Registration Data”). All Registration Data provided by You must be current, complete, and accurate. You are solely responsible for updating Your Registration Data with Phaze, as necessary. Phaze may terminate all rights to access, receive, use and license the Services if (i) Phaze discovers that any of Your Registration Data is incomplete, inaccurate, or not current, or (ii) Phaze determines, at its sole discretion, that You are not an appropriate Licensed User of the Services.

2.4. Passwords. As part of Registration, You must use an email address for Your user name and choose a password for access to Your Phaze Account. You are entirely responsible for maintaining the confidentiality of Your password and agree to carefully safeguard all of Your passwords. You are solely responsible for any and all activities that occur under Your Phaze Account and agree to immediately notify Phaze of any unauthorized use of Your Phaze Account or any other breach of security.

3. Consent to Machine Access; User Content

3.1. Access to Your Machine. Your Organization is solely responsible for setting permissions and access controls which govern how the Services access the Machines You use and whether or not the Services are evident to You while using the Machine(s). Therefore, You may or may not be aware that a particular Machine in Your Organization that You use is accessing the Services at any particular time. If You have questions about whether or not You are using a Machine in Your Organization that is accessing the Services at any particular time, please direct Your questions to Your Organization’s administrator for assistance.

Phaze shall not be responsible or liable in any way, including for any loss of privacy, or any other loss or damage that You may incur, as a result of any third party (including anyone in Your Organization) accessing the Machine(s) You use through the Services, either with or without Your express consent or knowledge. You may be held liable for losses incurred by Phaze or another party due to a third party using Your Phaze Account, either with or without Your knowledge, or Your failure to comply with these Terms.

The Services and Software allows Licensed Users to share access to their Machines in order to share User Content. You are responsible for the User Content You make available via the Services, and You or Your Organization are responsible for determining the appropriate access settings to Your Machine running the Services for individuals You (or Your Organization) invite (or accept an invitation from) to access Your Machine using the Services. THE SOFTWARE FUNCTIONS BY ALLOWING GUESTS TO ACCESS CERTAIN FUNCTIONS OF THE HOST MACHINE, SUCH AS THE MOUSE AND KEYBOARD. THE DEFAULT SOFTWARE SETTING RESTRICTS GUEST ACCESS TO ONLY THOSE FUNCTIONS NECESSARY FOR THE PROPER PERFORMANCE OF THE SOFTWARE. YOU AND YOUR ORGANIZATION ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATE LEVEL OF ACCESS TO YOUR MACHINE(S), AND FOR ANY CONSEQUENCES, INCLUDING LOSS OF DATA, VIRUS OR MALWARE INFECTION, UNAUTHORIZED USE, OR OTHER ACTS OF INDIVIDUALS WHO YOU ALLOW TO ACCESS YOUR MACHINE(S) THROUGH THE SOFTWARE AND SERVICES.

3.2. Responsibility. Phaze does not monitor and is not responsible for any User Content that is submitted over the Services or any loss or damage that results from use of the Services by Licensed Users to share Machines. Each Licensed User is solely responsible for his or her own Machine(s) and User Content. Phaze makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content or the security of any Machine(s) using the Services or Software. Your interactions with other users are solely between You and such users. You agree that Phaze is not responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between You and any other user, third party or other Licensed User, Phaze is under no obligation to become involved and has no liability or responsibility with respect to such dispute.

3.3. Responsibility for User Content. “User Content” means any information, data and content that a Licensed User submits to, or uses with, the Services (including content streamed through the Software, content submitted to message boards, content emailed, transmitted, or otherwise made available through the Services). You are solely responsible for Your User Content. You assume all risks associated with transmission, storage, security, development, creation, modification, and use of Your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Your User Content that personally identifies You or any third party. You hereby represent and warrant that Your User Content does not and will not violate the Acceptable Use Policy referred to in Section 3.5 (“Acceptable Use Policy”) below, and that You are either the creator and owner of the User Content or have sufficient rights and authority to make Your User Content available as contemplated by these Terms, including to submit or make available Your User Content through the Software and Services. You may not represent or imply to others that Your User Content is in any way provided, sponsored or endorsed by Phaze. Unless otherwise specified with respect to a particular Service, Phaze is not obligated to backup any User Content, and your User Content, to the extent stored on Service equipment, may be deleted at any time without prior notice. You are solely responsible for creating and maintaining Your own backup copies of Your User Content if You desire.

3.4. License. To the extent that You provide User Content to Phaze (in connection with reviews, communications with other Licensed Users, using and accessing the Services, Registration, message boards, etc.), You hereby grant (and represent and warrant that you have the right to grant) Phaze an irrevocable, non-exclusive, royalty-free and fully-paid-up, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit such User Content, and to grant sublicenses of the foregoing rights, in connection with the operation and improvement of the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. For the sake of clarity, the license you are granting Phaze under this Section allows Phaze to: (A) monitor and use User Content for operating and improving the Services, either to allow the Services to work more optimally within Phaze’s existing design or to allow Phaze to design and implement new features and functionalities, and (B) use automated systems and algorithms to analyze User Content (i) to recognize patterns in data to improve the Services or certain functionality and (ii) to customize the Services for a particular customer or groups of customers.

3.5. Acceptable Use Policy. You agree not to use the Services to collect, upload, transmit, display, stream, or distribute any User Content (i) that violates any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other Intellectual Property Right or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party; or (v) that you do not have the right to so collect, upload, transmit, display, stream, or distribute.

In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

Phaze takes no responsibility and assumes no liability for any User Content or for any loss or damage resulting therefrom, nor is Phaze liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter in User Content when using the Services. Your use of the Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms.

3.6. Enforcement. Phaze reserve the right (but has no obligation) to investigate and/or take appropriate action against You or any Licensed User in Phaze’ sole discretion with respect to Your User Content if You violate the Acceptable Use Policy or any other provision of these Terms. Such action may include removing or modifying Your User Content, terminating Your Account in accordance with these Terms, and/or reporting You to law enforcement authorities. You agree to indemnify and hold Phaze harmless from all costs, expenses, damages, and all other losses incurred by Phaze arising from or in connection with Your breach or violation of the Acceptable Use Policy set forth above and this Section 3.

4. SUBSCRIPTION TERMS.

4.1. Subscription. Customer, on behalf of Customer’s Organization, agrees to the applicable Subscription terms for the Subscription selected by Customer’s Organization. During the Alpha, there is no paid subscription or limits to free usage.

4.2. Alpha / Beta / Free / Promotional Offers. From time to time, Phaze may offer certain test, trial and/or promotional offers. Phaze reserves the right to modify or discontinue any such offers at its sole discretion and without notice. Any such offers are limited to one (1) per Licensed User and may not be combined with any other offers.

5. PAYMENTS AND TAX LIABILITY

Customer, on behalf of Customer’s Organization, agrees to make timely payment(s) to Phaze including, where applicable, any and all state and local taxes, duties and fees, of all amounts set forth in the applicable Subscription Terms applicable to the Subscription for Customer’s Organization. Unless stated otherwise, all prices and fees for the applicable Subscription are exclusive of taxes and regulatory fees. Where applicable, taxes and regulatory fees will be charged on the invoices electronically issued by Phaze in accordance with local laws and regulations. Phaze, at its sole discretion, will calculate the amount of taxes due. The taxes and regulatory fees charged can be changed without notice.

5.1. Tax exemptions; Tax determination. If Customer’s Organization is exempt from any taxes or fees, Customer must provide Phaze with all appropriate tax exemption certificates and/or other documentation satisfactory to the applicable taxing authorities to substantiate such exemption status. Phaze reserves the right to review and validate tax exemption documentation. Tax determination is principally based on the location where Customer has established business, or for individuals where that individual permanently resides. Phaze reserves the right to cross reference this location against other available evidence to validate whether such location is accurate. In the event that Customer’s location is inaccurate, Phaze reserves the right to charge Customer any outstanding taxes and fees.

5.2. Payment of Taxes and Fees. Customer must pay to Phaze any applicable taxes and fees and is solely responsible for paying any and all taxes and fees owing as a result of Phaze’s provision of the Services to Customer’s Organization. All amounts owed shall be paid with no reduction or offset in amounts payable to Phaze hereunder and Customer will pay and bear such additional amount, as shall be necessary to ensure that Phaze receives the full amount of payment required as if no such reduction or offset were required. Phaze reserves the right to determine pricing for Phaze Services based on the geographical location of the user or the actual usage of the Services. Pricing may vary according to the location. The location of purchase should match where the user physically resides and where the Services will be primarily used and deployed. Phaze reserves the right to verify location of usage. If it is determined that pricing was incorrectly applied to purchase of Phaze Services, whether in error or as a result of conduct, pricing for Phaze Services will be updated accordingly and all amounts that should have been due under standard pricing shall immediately become due and payable within thirty (30) days of notice thereof. Phaze may suspend or terminate the Services on a Phaze Account due to any payment delinquency and each Customer agrees to reimburse Phaze for all reasonable costs and expenses incurred in collecting such delinquent amounts.

6. LICENSE; LICENSE RESTRICTIONS

These end user license terms form an integral part of these Terms and grant each Licensed User a right and license to use the Software under certain limits, restrictions, terms and conditions (“EULA”). Each Licensed User agrees to be bound by this EULA before using the Software and accessing the Services.

6.1. License Grant. Each Licensed User is granted a non-transferable, non-sublicensable, non-exclusive license to use the Software and Documentation with respect to a single Phaze Account on any Machine(s) on which such Licensed User is signed into such Licensed User’s Phaze Account, subject to full compliance with this Section 6 and the rest of these Terms.

6.2. Software Restrictions. You shall not, directly or indirectly, nor shall You cause or permit any other person to: (i) in whole or in part, copy, reproduce, transfer, create derivative works from, translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Software or Services; (ii) alter, modify or create derivative works based on the Software, or remove any portion thereof; (iii) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Phaze on or in any Software or Documentation; (iv) sell, resell, rent, lease, lend, distribute, assign, or otherwise transfer Your rights to use the Software or Documentation or use it for commercial time sharing, rental, service bureau use or any other form of use for the benefit of any person or entity other than You; (v) use the Software, Services, Documentation or any component thereof for any illegal purposes; or (vi) use the Software, Services or Documentation, or any component thereof, to enable copyright protection-circumvention devices or to violate or circumvent in any manner any content copyright, content protection scheme, or content copy policies; (vii) use the Software or Services for any other purpose than its intended purpose; (viii) interfere with or disrupt the integrity or performance of the Software or Services; (ix) introduce any Open Source Software into the Software or Services; or (x) attempt to gain unauthorized access (for instance, by using the Services without signing into Your Phaze Account) to the Software or Services or related systems or networks. For purposes herein, “Open Source Software” means all software that is available under any software license that is approved by the Open Source Initiative (www.opensource.org).

6.3. Service Restrictions. By using the Services, You agree not to and shall not allow any other person to (i) use the Services in violation of any applicable laws or regulations, (ii) transmit any material or User Content that may violate or infringe the Intellectual Property, privacy or other rights of any third party, (iii) harvest or otherwise collect or store any information of a third party without his/her consent, (iv) use the Services in a way that may cause harm or disruption to Phaze, a Phaze Account or other Phaze services or (v) use the Services to send any spam, malware or any fraudulent, obscene or unlawful content or otherwise violate the Acceptable User Policy in Section 4 above.

6.4. Use Limitations. You agree to comply with the applicable use limitations related to your Subscription (see Section 4.1 above) while using the Services. Phaze may, at its sole discretion, suspend any account in violation of this provision or require You to purchase additional Subscription coverage to correct any overage.

6.4.1. Third Party Software. Certain Third Party Software (as defined below) provided in or with the Software is subject to various other terms and conditions imposed by the licensors of such Third Party Software. Your use of the Third Party Software is subject to and governed by the respective Third Party Software licenses, which relevant licenses for such Third Party Software You may view from within such Software. Any acquisition by you of such Third Party Software, including any exchange of data between You and any provider of Third Party Software, is solely between You and the applicable provider of the Third Party Software. Phaze does not warrant, support or assume any liability for any Third Party Software, regardless of whether or not such Third Party Software is designated by Phaze as “certified” or otherwise, except as specified in writing in an order form or Documentation. For purposes herein, “Third Party Software” means certain software, if any, that Phaze licenses from third parties and provides to You in connection with the Services that is incorporated into the Software. The Services may contain features designed to interoperate with Third Party Software (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third Party Software from their providers. If the provider of any Third Party Software ceases to make the Third Party Software available for interoperation with the corresponding Service features on reasonable terms, Phaze may cease providing such features without notice, and You acknowledge that You will not be entitled to any refund, credit, or other compensation resulting therefrom. Phaze may use the services of one or more third parties to deliver any part of the Services. You agree to comply with any acceptable use policies and other terms of any Third Party Software provider that are provided or otherwise made available to You through such Third Party Software from time to time.

6.4.2. Reservation of Rights. Except as expressly granted in these Terms, there are no other licenses granted to You, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by Phaze.

7. INTELLECTUAL PROPERTY PROTECTION; FEEDBACK

Phaze or its licensors retain ownership of all Intellectual Property Rights in or associated with the Software and Services that are protected by United States and international copyright and other intellectual property laws and international trade provisions. You further acknowledge that the Software and Services may contain unpublished information and embody valuable trade secrets proprietary to Phaze and/or its licensors. Phaze and/or its licensors reserve all rights in the Software and Services not expressly granted herein. The license granted hereunder and Your right to use the Software and Services terminate automatically if You violate any part of the Terms.

8. CONFIDENTIAL INFORMATION

“Confidential Information” means any non-public business or technical information of Phaze including, without limitation, any information relating to Phaze’s trade secrets or know-how that is designated as “confidential,” either orally or in writing, or that You know or should know is considered confidential or proprietary by Phaze. You agree to maintain the Confidential Information in strict confidence and not to use Confidential Information except as expressly authorized by these Terms. You shall ensure that no unauthorized persons shall have access to the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (i) becomes part of the public domain through no breach of the Terms by You; (ii) is independently developed by You without reference to any Confidential Information; or (iii) is rightfully disclosed to You by a third party without restriction on disclosure.

9. TRADEMARKS

You acknowledge and agree that the term Phaze and other related logos and designs provided hereunder (collectively, the “Phaze Trademarks”) are the exclusive trademarks of Phaze, registered in the United States and elsewhere, and that You shall not use or reproduce the Phaze Trademarks without first obtaining a trademark license from Phaze. All other trademarks and service marks referenced in the Services or Phaze website are the exclusive property of their respective owners. Phaze may use Customer’s name, trade name, service marks, trademarks, trade dress or logo in publicity releases, advertising or similar activities without Customer’s prior written consent. All rights reserved.

10. PRIVACY; DATA SECURITY

10.1. Privacy Policy. Phaze’s use of any information provided by You, including without limitation, Registration Data and payment information, is set forth in Phaze’s current Privacy Policy, which can be found at https://phazein.com/privacy.

10.2. Data Security. Phaze will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Registration Data. Notwithstanding the foregoing, You acknowledge that, notwithstanding any security precautions deployed by Phaze, the use of, or connection to, the internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Registration Data. Phaze cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the internet or otherwise or that any such security precautions will be adequate or sufficient.

11. UPDATES AND SUPPORT

Phaze may, from time to time, at its sole discretion, and without any obligation to do so, make updates to the Services. All such updates shall be deemed to be included within the definition of Services and shall be subject to these Terms. Phaze reserves the right to charge fees for any future versions of, or updates to, the Services. You may also have the option to separately purchase upgraded or premium support services in connection with your Subscriptions. For more information, contact sales@phazein.com.

12. TERM AND TERMINATION

12.1. Term. These Terms shall commence on the date of Your electronic acceptance. These Terms continue to apply and govern your use of the Services until the termination of Your Subscription and/or Your Phaze Account. You may terminate these Terms at any time by terminating Your Subscription, removing the Software and Documentation from Your Machine, leaving Your Organization, deleting Your Phaze Account, and stopping to access and use the Services. If You were invited to Your Organization, Your Organization may control Your ability to terminate Your access and use of the Services.

12.2. Automatic Renewal. Your Subscription will continue indefinitely until terminated in accordance with these Terms. After your initial Subscription period, and again after any subsequent Subscription period, Your Subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Phaze’s then-current price for such Subscription. You agree that your Phaze Account will be subject to this automatic renewal feature unless You cancel Your Subscription prior to the Renewal Commencement Date, by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page at https://admin.phazein.com. If You do not wish Your Subscription to renew automatically, or if you want to change or terminate Your Subscription, please log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If You cancel Your Subscription, You may use Your Subscription until the end of Your then-current Subscription term; Your Subscription will not be renewed after Your then-current term expires. However, You will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period. By subscribing, You authorize Phaze to charge your payment provider now, and again at the beginning of any subsequent Subscription period. Upon renewal of Your Subscription, if Phaze does not receive payment from Your payment provider, (a) You agree to pay all amounts due on Your Phaze Account upon demand and/or (b) You agree that Phaze may either terminate or suspend Your Subscription and continue to attempt to charge Your payment provider until payment is received (upon receipt of payment, Your Phaze Account will be activated and for purposes of automatic renewal, Your new Subscription commitment period will begin as of the day payment was received).

Phaze may immediately terminate these Terms and Your Phaze Account, Subscription, license, and right to the Services if (i) You breach these Terms; (ii) You, as a legal entity, or Your Organization, declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent; or (iii) Phaze decides, at its sole discretion, to discontinue offering the Services, in which case Phaze shall notify You in advance, whenever possible, and provide You with alternative plans or options to minimize any inconvenience that may be caused by such termination. Phaze shall not be liable for any damages resulting from a termination of these Terms as provided for herein. Upon termination of these Terms: (a) all license rights granted hereunder will automatically terminate without further notice to You; and (b) You will immediately discontinue all access to and use of the Services and destroy the Software and Documentation, and all copies thereof. All sections of these Terms which, by there nature are intended to survive termination, shall so survive termination or expiration of these Terms.

13. DISCLAIMER OF WARRANTIES

THE SERVICES, SOFTWARE, ANY UPDATES THERETO, ANY DOCUMENTATION AND INFORMATION ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. PHAZE, ON BEHALF OF ITSELF AND ITS LICENSORS, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND ANY SAMPLE, SPECIFICATION OR PROPOSAL PROVIDED BY PHAZE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PHAZE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, SATISFACTORY QUALITY OF THE SERVICES OR THAT THE SERVICES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET YOUR REQUIREMENTS, BE FREE OF VIRUSES OR THAT PHAZE WILL CORRECT ALL ERRORS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MACHINE OR OTHER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SOME LAWS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO, TO THAT EXTENT, THIS LIMITATION MAY NOT APPLY TO YOU.

14. LIMITATION OF LIABILITY

IN NO EVENT SHALL PHAZE, OR ITS LICENSORS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OR IN CONNECTION WITH THESE TERMS, IRRESPECTIVE OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION) OR PRODUCT LIABILITY, EVEN IF PHAZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

IN NO EVENT WILL PHAZE’S CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.

15. INDEMNIFICATION

You hereby agree, at Your sole expense, to indemnify, defend and hold Phaze and its Affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the “Indemnified Parties”) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any demand, claims, action, suit, or loss arising as a result of (a) any breach by You of these Terms or claims arising from Your Phaze Account; (b) any fraud, willful misconduct, gross negligence, violation of law or misrepresentation by You; (c) a third-party claim, action or allegation of infringement based on information, data, files or other content, including User Content, submitted by You; or (d) any claims of credit card fraud based on any information released by You. You agree to use best efforts to cooperate with Phaze in the defense of any demand, claim, action or suit. Phaze reserves the right to assume the exclusive defense of any matter subject to indemnification by You at Phaze’s own expense.

16. EXPORT CONTROLS

You acknowledge and agree that the Software and Services licensed under these Terms are subject to the export control laws and regulations of the United States (including, without limitation, the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls.). You shall, at Your own expense, comply with all applicable laws, ordinances, regulations, rules and other requirements. You shall not, without prior U.S. government authorization, export, re-export or transfer any Software, Services or technology subject to these Terms, either directly or indirectly (i) into any country subject to a U.S. trade embargo or to any resident or national of any such country, or (ii) to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. By downloading Software or using the Services, You are agreeing to the foregoing and You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.

17. HIGH-RISK USE

You hereby acknowledge that the Software and Services are not designed or intended for access and/or use in or during high-risk activities and shall not be used in connection with any system where malfunction can reasonably be expected to result in personal injury, death or damage to property, environment, or business. Without limiting the foregoing, the Software and Services shall not be used in connection with any life support system. Phaze and its licensors hereby expressly disclaim any express or implied warranty of fitness for such purposes. You agree to hold Phaze and its officers, directors, employees, Affiliates, and licensors harmless from any claims or losses resulting from any of the foregoing uses of the Software and Services.

18. MISCELLANEOUS

18.1. You may not assign or transfer these Terms or any rights or obligations under these Terms. Any assignment or transfer of these Terms made in contravention of the terms hereof shall be null and void. Subject to the foregoing, these Terms shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns. Phaze may assign its rights under these Terms to its Affiliates and to any successor by way of merger, acquisition, consolidation, reorganization, or sale of all or substantially all of its assets that relate to these Terms, without action on Your part, in which case references to Phaze herein shall be deemed to refer to the assignee.

18.2. Notices by Phaze to You may be sent to the email address provided by You during the online Registration process or through your Phaze Account. All notices by You to Phaze regarding these Terms shall be in writing and sent by express carrier or certified mail to Phaze Inc., 6300 Sagewood Dr., Suite H-479, Park City Utah 84098, United States.

18.3. These Terms constitute the entire agreement between You and Phaze concerning Your use of the Services and Software, and by accepting these Terms, You expressly acknowledge that these Terms supersede any prior or contemporaneous agreements, communications and/or understandings, written or oral, concerning Your use of the Services and Software. Phaze will not be bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, regardless of whether these Terms are silent on the matter, under any circumstances, unless Phaze expressly agrees to the provision in a written, executed document.

18.4. You agree not to bring or participate in any class action lawsuits against Phaze. You agree that You will not bring a claim under these Terms more than two (2) years after expiration or termination of these Terms. No waiver of any provision or consent to any action by Phaze shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent by Phaze shall constitute a continuing waiver or consent except to the extent specifically set forth by Phaze in writing. These Terms and any disputes in connection arising hereunder shall be exclusively governed by the laws of the State of California, United States of America, excluding the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. Phaze, Customer and each Licensed User unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and/or state courts located in Los Angeles, County, California with respect to any dispute, action, suit or proceeding arising out of or relating to these Terms or the transactions contemplated hereby and the parties waive any objection with respect to such courts for the purpose of any such dispute, action, suit or proceeding. If any provision of these Terms shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall not be affected.