Effective as of September 20, 2021.
These Airbyte Terms of Service (this “Agreement”) is entered into by and between Airbyte, Inc. (“Airbyte”) and the entity or person placing an order for or accessing the Airbyte Hosted Services (“Customer”or “you”). This Agreement consists of the terms and conditions set forth below, any terms referenced herein and any Airbyte service orders, online sign-up, or subscription flow that references this Agreement (the “Service Order”). If you are accessing or using the Airbyte Hosted Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.
Please note that Airbyte may modify the terms and conditions of this Agreement in accordance with Section 13 (Modification of these Terms).
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE AIRBYTE HOSTED SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE AIRBYTE HOSTED SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
1. Airbyte Hosted Services Overview. This Agreement governs your use of certain products and services made available by Airbyte as set forth in the applicable Service Order (the “Airbyte Hosted Services”). The Airbyte Hosted Services makes available to you a platform to manage, monitor and automate your data integration pipelines through use of one or more of Airbyte OS Connectors. The “Airbyte OS Connectors” are those pre-existing Source Connectors and DestinationConnectors listed on our Site, as well as any custom connectors we may agree to build for you, all of which are and shall be subject to the MIT License. The Airbyte Hosted Services are a value-added, paid service to aid you in managing your data pipelines through use of the Airbyte OS Connectors. You are always free to use the Airbyte OS Connectors on your own subject only to the MIT License applicable to each Airbyte OS Connector. Additional descriptions concerning the functionality of the Airbyte Hosted Services are available on our website located at airbyte.io(the “Site”).
2. General Eligibility Requirements.
a. The individual signing on behalf of the Customer represents and warrants that he/she has the authority to bind the Customer to the Agreement, inclusive of these Terms. By accepting these Terms, Customer represents and warrants to us: (i) that the Customer, if an individual, is at least 18years of age; (ii) that the Customer has not previously been suspended or removed from using any portion of the Airbyte Hosted Services; and (iii) that the Customer’s registration and use of Airbyte Hosted Services is, and will continue to be, in compliance with any and all applicable laws and regulations.Moreover, Customer may not access our Airbyte Hosted Services if Customer is located in a territory where U.S. businesses are prohibited from engaging in business (such as Cuba, Iran, North Korea, Sudan, or Syria) or if the Customer has been designated a Specially Designated National, Denied Person, or DeniedEntity by the U.S. government.
b. In order to access and use the Airbyte HostedServices, Customer will need to register and create an account (“Account”). Customer agrees to provide accurate, current and complete information about the Account, which includes all individual sub-accounts (each an “Authorized User Account”) established for individuals who have been authorized by the Customer to access the Account and assigned a unique username-password combination to access and use the Airbyte Hosted Services on behalf of Customer (each an “Authorized User”). Airbyte reserves the right to suspend or terminate the Account or any individual Authorized UserAccount, if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. Customer is responsible for maintaining the confidentiality of Customer’s passwords andCustomer’s Account, including all user names and passwords information assigned to its Authorized Users with respect to each Authorized User Account, and agrees to notify Airbyte if any of the passwords is lost, stolen, or disclosed to an unauthorized third-party, or otherwise may have been compromised.Customer is responsible for all activities that occur under the Account, including the activities carried out by individual employees.
3. Permission to Use the Service. Subject to your compliance with these Terms, Airbyte grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Airbyte Hosted Services and the content made available via the Airbyte Hosted Services during the Term of this Agreement.Certain of our downloadable software made available on or through your use of the Airbyte Hosted Services or via third parties may be provided to you under separate licensing terms, which are incorporated herein for all purposes. As stated above, all Airbyte OS Connectors are licensed to you under the MIT License.
4. Accounts and Registration. To access the Airbyte Hosted Services, you must register for an account. When you register for an account, you are required to provide us with some information about yourself(such as your name, location, e-mail address or other contact information, and billing information). You agree that the information you provide to us is and will be accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password.You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at email@example.com.
5. Payment. Access to the Airbyte Hosted Services, or to certain features of the Airbyte Hosted Services, may require you to pay fees, including periodic subscription fee(s). Additionally, our third-party payment services providers may charge additional fees for the use of their services, including fees in connection with cross-border monetary transactions.Before you are required to pay any fees, you will have an opportunity to review and accept the applicable fees that you will be charged, including the time-period in which those fees will be charged. All fees are in U.S. Dollars and are non-refundable. Airbyte or its third-party payment service providers may change any fees, including by adding fees, on a going-forward basis at anytime. Airbyte or its third-party payment service providers will charge the payment method you specify at the time of purchase (the “Payment Method”), which you represent and warrant that you are authorized to use. You authorize Airbyte to charge all sums described in these Terms to that Payment Method. If you pay any applicable fees with a credit card, Airbyte may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
6. Subscription; Automatic Renewal. Your “SubscriptionBilling Date” is the date when you purchase your first subscription to the Airbyte Hosted Services, as indicated on your Service Order. Your PaymentMethod will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period (as designated during the initial account registration process). The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fees to your Payment Method. We will bill the periodic subscription fee to the Payment Method you provide to us during registration(or to a different Payment Method if you change your account information).
7. Free Trials; Discounts. Airbyte may make available trials (for duration indicated from time to time by Airbyte) for a subscription to the Airbyte Hosted Services without charge to you (each a “FreeTrial”). Moreover, from time to time, Airbyte may offer you discounts or other credits based on campaigns Airbyte may run from time to time (e.g., customer referral credits, discounts on annual renewals, etc.) (each a “Promotion”). You will be required to create an account for the Airbyte Hosted Services in order to register for a Free Trial or Promotion.If you wish to continue using the Airbyte Hosted Services at the end of theFree Trial, you will be required to enter a Payment Method which will be charged in accordance with Sections 5 and 6. If you cancel your account, any rights to any Promotion shall automatically terminate.
8. Prohibited Conduct. By using the Site or the Airbyte Hosted Services, you agree not to:
a. use the Airbyte Hosted Services for any illegal purpose, or in violation of any local, state, national, or international law;
b. violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property rights;
c. remove any copyright, trademark or other proprietary rights notices contained in or on the Airbyte Hosted Services or any content made available on or through the Airbyte Hosted Services;
d. interfere with security-related features of the Airbyte Hosted Services, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or(ii) reverse engineering or otherwise attempting to discover the source code of the Airbyte Hosted Services or any part thereof except to the extent that such activity is expressly permitted by applicable law;
e. interfere with the operation of the Airbyte HostedServices or any other user's use of the Airbyte Hosted Services, including without limitation by (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, (ii) making unsolicited offers or advertisements to other users of the Airbyte Hosted Services, (iii) attempting to collect, personal information about users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Airbyte Hosted Services, or violating the regulations, policies, or procedures of those networks, equipment, or servers;
f. perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing the Airbyte Hosted Services accounts of others without permission, or falsifying your age or date of birth;
g. sell or otherwise transfer the access granted herein or any Materials (as defined in Section 14 below) or any right or ability to view, access, or use any Materials; or
h. attempt to do any of the foregoing in this Section 8, or assist or permit any persons in engaging in any of the activities described in this Section 8.
9. Third-Party Services and Linked Sites. The Airbyte HostedServices may include links to other websites or services (“Linked Sites”) solely asa convenience to you and other users (e.g., links to websites where Airbyte OSConnectors may be downloaded, third-party websites where your data is stored, etc). The Airbyte Hosted Services may provide tools that enable the importation and/or exportation of your information to Linked Sites. By using these tools, you agree that we may transfer such information to the applicable Linked Sites.Linked Sites are not under our control, and we are not responsible for their use of your imported or exported information. Furthermore, the Airbyte Hosted Services may require you to download and/or install certain third party components in order to access and use certain features within the Airbyte Hosted Services, including but not limited to the Simba Spark SQL ODBC and/or JDBC driver, which are subject to the following terms and conditions located at https://databricks.com/jdbc-odbc-driver-license. We make no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, OR OTHER THIRD PARTY SERVICES AND COMPONENTS IS SOLELY AT YOUR OWN RISK.
10. Termination; Discontinuation and Modification of the Service.
a. Each party may terminate this Agreement in the event the other party materially breaches the Agreement any such breach remains uncured for thirty (30) days’ from receipt of notice form the non-breaching party..
b. If Airbyte terminates this Agreement, due to a breach by you of this Agreement, any prepaid fees shall be wholly non-refundable. If you terminate this Agreement due to a material breach by Airbyte, you shall receive a pro-rata refund of any prepaid subscription fees determined by dividing the time period remaining under the applicable subscription period by the length of the entire applicable subscription period and multiplying the result against the aggregate amount of the prepaid fees applicable to such subscription period.
c. You may terminate your account in accordance with the applicable Service Order by contacting customer service at firstname.lastname@example.org.If you terminate your account, you will remain obligated to pay all outstanding fees, if any, relating to your use of the Airbyte Hosted Services incurred prior to termination and any prepaid fees shall be wholly non-refundable except in the case where cancellation is due to us discontinue material features of the Airbyte Hosted Services in which case you will be entitled solely to a pro-rata refund of any prepaid subscription fees determined by dividing the time period remaining under the applicable subscription period by the length of the entire applicable subscription period and multiplying the result against the aggregate amount of the prepaid fees applicable to such subscription period.
d. Upon any termination or expiration of these Terms, whether by you or Airbyte, any information that you have submitted or uploaded on or through the service or that which is related to your account may no longer be accessed by you and Airbyte will have no obligation to maintain any information in its databases or to forward any information to you or any third party. Upon any termination of these Terms, any provision that by its nature or express terms should survive will survive such termination or expiration.
e. We also reserve the right to modify or discontinue the Airbyte Hosted Services at any time (including, without limitation, by limiting or discontinuing certain features of the Airbyte Hosted Services) without notice to you. We will have no liability whatsoever on account of any change to the Airbyte Hosted Services or any suspension or termination of your access to or use of the Airbyte HostedServices. You may terminate your account at any time by contacting customer service at email@example.com.
11. Feedback; OS Contributions. If you provide any comments, suggestions or other feedback to Airbyte regarding the Airbyte HostedServices (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Airbyte to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to Airbyte a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sublicensable right to use the Feedback in any manner and for any purpose. Any modifications, changes, and enhancements you make to any of the Airbyte OS Connectors shall be subject to the express terms of the MIT License.
b. Access to Your Data. If through use of the Airbyte Hosted Services, Airbyte is given access to your data that is being integrated via your data pipelines connected through use of the Airbyte OSConnectors or in order to ensure the Airbyte Hosted Services are working as intended, Airbyte consider all such data to be confidential to you. Airbyte will exert commercially reasonable efforts at all times to protect the data from unauthorized use, access, or disclosure in the same manner that Airbyte uses to protect its own confidential information of a similar nature and in no event with less than a commercially reasonable degree of care. You hereby grant to Airbyte the right and license to use and access your data in order for Airbyte to provide the Airbyte HostedServices to you, including providing maintenance and support related thereto.
c. Additional Terms. Your use of the Airbyte Hosted Services is subject to any and all additional terms, policies, rules, or guidelines applicable to the Airbyte Hosted Service or certain features of the Airbyte Hosted Services that we may post on or link toon the Airbyte Hosted Services or that we have you acknowledge at the time you log in to your account or as part of your downloading of any applicable software or applications related to the Airbyte Hosted Services (the “AdditionalTerms”), such as end-user license agreements for any downloadable software or applications that we may offer, service level agreements (“SLAs”),or rules applicable to particular features or content on the Airbyte HostedServices, subject to Section 13 below. All Additional Terms are hereby incorporated by reference into, and made a part of, these Terms.
13. Modification of these Terms. . Airbyte may update the terms and conditions of this Agreement (which may include changes pricing and plans) from time to time with prior notice to Customer in accordance with notice provisions inSection 22. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement.Waivers must be made in writing and executed by an authorized representative of the waiving party.
14. Ownership; Proprietary Rights. The Airbyte Hosted Service is owned and operated by Airbyte. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Airbyte Hosted Services (the “Materials”) provided by Airbyte(through use and access of the Airbyte Hosted Services or otherwise) are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in Airbyte Hosted Services are the property of Airbyte or our third-party licensors (for clarification, all Airbyte OS Connectors are owned and licensed in accordance with the MITLicense). Except as expressly authorized by Airbyte or, with respect to the Airbyte OS Connectors only, as expressly authorized under the MIT License, you may not use, modify, copy, or distribute the Materials in any manner. Airbyte reserves all rights to the Materials (other than the Airbyte OS Connectors) not granted expressly in these Terms.
a. Indemnity by Airbyte. Airbyte agrees to defend, indemnify, and hold harmless you and your officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against all third party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of orin any way connected with infringement by the Airbyte Hosted Services of anyU.S. patent, copyright, trademark or trade secret. In response to any claim or potential claim of infringement, if required by settlement or injunction, or if Airbyte determines these actions are reasonably necessary to avoid material liability, Airbyte may at its option: (i) procure a license for the affected portion of the Airbyte Hosted Services; (ii) modify the Airbyte Hosted Services so as to avoid infringement but be materially equivalent; or (iii) terminate the Service Order for the affected Airbyte Hosted Services and refund any fees you have pre-paid for the terminated portion of the applicable Term. Notwithstanding the above, Airbyte’s obligations under this Section do not apply to the extent infringement results from: (a) modification of the Airbyte Hosted Service by someone other than Airbyte or its subcontractors; (b)combination of the Airbyte Hosted Service with other third party services where the Airbyte Hosted Service would not by itself be infringing or (c) use of any version of the Airbyte Hosted Service other than the current release. THIS SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY OF AND THE ENTIRE LIABILITY OF AIRBYTE, OR ANY OF ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, CONTRACTORS OR REPRESENTATIVES, WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
b. Indemnity by You. You agree that you will be responsible for your use of the Airbyte Hosted Services, and you agree to defend, indemnify, and hold harmless Airbyte and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Airbyte Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Airbyte Hosted Services;(ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party.
c. Indemnification Procedures. Each party’s defense and indemnification obligations are subject to the indemnifying party receiving: (i) prompt written notice of a claim; (ii) the exclusive right to control and direct the investigation, defense and settlement of the claim; and (iii) all reasonable necessary cooperation of the indemnified party at the indemnifying party’s expense (as to reasonable out-of- pocket costs). The indemnifying party must not settle any claim without the indemnified party’s prior written consent if the settlement would require the indemnified party to admit fault, pay amounts that the indemnifying party must pay under this Section, or take or refrain from taking any action. The indemnified party may participate in a claim through counsel of its own choosing at its own expense.
16. Warranty Disclaimers.
a. TO THE EXTENT PERMITTED BY LAW, THE AIRBYTE HOSTING SERVICES, ANY OTHER MATERIAL, AND ALL CONTENT RELATED THERETO ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AIRBYTE MAKES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. SPECIFICALLY AND WITHOUT LIMITING THE FOREGOING IN ANY WAY, AIRBYTE SPECIFICALLY DISCLAIMS ANY WARRANTY OR CONDITION: (i) THAT ANY SERVICE OR PRODUCT OFFERED BY AIRBYTE WILL MEET ANY PARTICULAR REQUIREMENTS; (ii) THAT SERVICES OR PRODUCTS OFFERED BY AIRBYTE WILL BE UNINTERRUPTED, TIMELY, SECURE,ERROR-FREE, OR THAT ANY DEFECTS IN ANY PRODUCT WILL BE CORRECTED; OR (iii)RELATING TO THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH YOUR USE OF THE AIRBYTE HOSTED SERVICES OR ITS MATERIALS OR ANY COMMUNICATIONS,DATA, INFORMATION, OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF ANY OF THE FOREGOING. THE PARTIES AGREE, AND IT IS THEIR INTENTION, THAT IN NO EVENT SHALL ANY WARRANTY PROVIDED BY LAW APPLY UNLESS REQUIRED TO APPLY BY APPLICABLE STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. TO THE EXTENT THAT AIRBYTE CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
b. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT AIRBYTE CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
17. Limitation of Liability
a. IN NO EVENT WILL AIRBYTE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL,CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUTOF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE,THE AIRBYTE HOSTED SERVICES OR ANY MATERIALS OR CONTENT ON THE AIRBYTE HOSTED SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE),STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE AIRBYTE ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
b. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE AIRBYTE ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF ORANY INABILITY TO USE THE AIRBYTE HOSTED SERVICES (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO AIRBYTE FOR ACCESS TO AND USE OF THE AIRBYTE HOSTED SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIM OR (ii) $50.
c. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY,THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. Governing Law. These Terms shall be governed by the laws of the State of California without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Airbyte agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within SanFrancisco, California for the purpose of litigating all disputes.
19. Dispute Resolution for US and Canadian Residents. If there is a dispute, our user support team is happy to try to resolve the issue. If that does not work and your principal place of business is in theUnited States or Canada, your options are to go to small claims court or bring a claim in binding arbitration; you may not bring that claim in another court or participate in a non-individual class action claim against Airbyte. This Dispute Resolution section applies only if Customer that have a principal place of business in the United States or Canada or, if the Customer is an individual, if you live in the United States ofCanada. For all other Customers, Section20 hereof shall apply in lieu of this Section 19.
a. Small Claims. Either of us can bring a claim in small claims court in (a) San Francisco, California, (b) the county where you live, or (c) another place we both agree on, as long as it qualifies to be brought in that court.
b. Arbitration. If any dispute cannot be resolved amicably and informally and a small claims action is not initiated, Airbyte and you agree to resolve any claims related to these Terms (or our other legal terms)through final and binding arbitration, regardless of the type of claim or legal theory. If one of us brings a claim in court that should be arbitrated and the other party refuses to arbitrate it, the other party can ask a court to force us both to go to arbitration (compel arbitration). Either of us can also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.With respect to any arbitration proceeding the following process shall be followed:
i. Any disputes involving a claim or claims of ten thousand dollars ($10,000) or less, in the aggregate must be resolved through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference) (each a “Sub10K Arbitration”).
ii. Any Sub 10K Arbitration shall be conducted through the American Arbitration Association (the “AAA”)in accordance with its Commercial Arbitration Rules, Consumer Due ProcessProtocol, and Supplementary Procedures for Resolution of Consumer-RelatedDisputes. The AAA rules are available at www.adr.org or by calling1-800-778-7879.
iii. The following rules will apply to any Sub 10K Arbitration: (a) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (b) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise); and (c) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction.
iv. Disputes that involve a claim (or claims) of more than ten thousand dollars ($10,000) in the aggregate must be resolved per the AAA’s rules about whether the arbitration hearing has to be in-person. To the extent permitted by the AAA’s applicable rules, upon your request Airbyte will agree to conduct the arbitration by telephone or online.
v. Any judgment rendered by the arbitrator in any arbitration proceeding may be entered in any court having jurisdiction and the arbitrator's decision shall be final and legally binding.
c. No Class Actions. Airbyte and you each agree that each of us can only bring claims against the other on an individual basis. This means: (a)neither of us can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator cannot combine multiple people’s claims into a single case (or preside over any consolidated, class, or representative action); and (c) an arbitrator’s decision or award in one person’s case can only impact that user, not other users, and can’t be used to decide other users’ disputes. If a court decides that this “No class actions” clause isn’t enforceable or valid, then this entire Dispute Resolution for US and Canadian Residents section will be null and void, but the rest of the Terms will still apply and the Dispute Resolution for non-US and non-Canadian Residents of these Terms shall apply instead to you with respect to dispute resolution as if you were not a resident of the UnitedStates or Canada.
d. Changes to thisSection. Notwithstanding the Section13 of these Terms, if Airbyte changes this Dispute Resolution for US andCanadian Residents section after the date you last indicated acceptance to these Terms, you may reject any such change by providing Airbyte written notice of such rejection by mail or hand delivery to: Airbyte, Inc. Attn: Legal, 2261Market Street #4381, San Francisco, CA 94114, or by email from the email address associated with your account to: firstname.lastname@example.org, within 30 days of the date such change became effective in accordance withSection 13. To be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Dispute Resolution for US andCanadian Residents section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Airbyte in accordance with the provisions of this Dispute Resolution for US and Canadian Residents section as of the date you last indicated acceptance to these Terms.
20. DisputeResolution for non-US and non-Canadian Residents. If there is a dispute, our user support team is happy to try to resolve the issue. If that does not work and you live outside of the United States or Canada, you and Airbyte that the federal and state courts within the County of San Francisco in the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts.
a. Assignment. Neither party may assignor transfer these Terms, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent; provided that each party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its business or assets related to this Agreement.
b. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
c. Notices. All notices required or permitted under thisAgreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv)twenty-four (24) hours after having been sent via electronic mail to the contact person at the address listed in each instance on Key Agreement Terms page unless a Party notifies the other Party in writing of a change to the contact person and/or the contact person’s contact information. All such notices will be sent to the addresses set forth above or to such other addresses as may be specified by either Party to the other Party in accordance with this Section.
d. Waiver. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
f. SectionHeadings. Use of section headers in these Terms is for convenience only and shall not have any impact on the interpretation of particular provisions
g. Force Majeure. Neither Party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.