Terms and Conditions

These Terms and Conditions (the "Terms") govern access to and use of the Services provided by Sibe Inc., a Delaware corporation ("Sibe", "we", "us", or "our"). These Terms form a binding agreement between Sibe and the person or entity that accepts them or uses the Services (the "Customer", "you", or "your").

By clicking to accept these Terms, by executing an Order Form or other ordering document that references these Terms, or by accessing or using the Services, Customer agrees to be bound by these Terms. If the individual accepting these Terms does so on behalf of a company or other legal entity, that individual represents and warrants that they have authority to bind that entity, and in that case "Customer" means that entity.

If Customer does not agree to these Terms, Customer must not access or use the Services.

These Terms apply unless Sibe and Customer have entered into a separate written agreement signed by both parties governing Customer's use of the Services, in which case that signed agreement will control to the extent of any conflict.

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1. Definitions

For purposes of these Terms:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.

"Authorized User" means an individual whom Customer authorizes to access or use the Services on Customer's behalf.

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, for Customer, Customer Data, and for Sibe, the Services, Documentation, pricing, product roadmaps, security information not publicly disclosed, and technical information regarding the Services. Confidential Information does not include information that: (a) is or becomes publicly available without breach of any obligation owed to the disclosing party; (b) was known to the receiving party before disclosure by the disclosing party; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

"Customer Data" means data, files, content, records, models, drawings, documents, metadata, comments, submissions, and other information submitted to, stored in, transmitted through, or otherwise made available to the Services by or on behalf of Customer or its Authorized Users, excluding Usage Data.

"Documentation" means Sibe's standard user documentation, help materials, and usage instructions for the Services that Sibe makes available to Customer.

"Order Form" means an ordering document, quote, online order, invoice, subscription confirmation, trial agreement, or other commercial document issued or accepted by Sibe that identifies the Services, subscription term, pricing, or other commercial terms applicable to Customer.

"Services" means Sibe's hosted software-as-a-service products, platform, applications, add-ins, APIs, features, support, and related services provided by Sibe under these Terms and the applicable Order Form. The Services may include functionality for product data management, document and version management, collaboration, review and approval workflows, file handling, metadata management, integrations, and related functionality, as updated by Sibe from time to time.

"Subprocessor" means a third party engaged by Sibe to process Customer Data on Sibe's behalf in connection with providing the Services.

"Subscription Term" means the subscription period identified in an applicable Order Form or, if no period is stated, the billing period selected by Customer at purchase.

"Usage Data" means service-related usage, telemetry, operational, diagnostic, analytics, and performance data generated by or derived from the operation or use of the Services, provided that such data: (a) does not identify Customer, any Authorized User, or any other individual; (b) does not include Customer Data in identifiable form; and (c) does not include identifiable file content, models, drawings, documents, or other Customer Data except as strictly necessary for transient processing in the course of providing the Services.

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2. Provision of the Services

2.1 Access Right

Subject to these Terms and any applicable Order Form, Sibe grants Customer during the applicable Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, and to permit its Authorized Users to access and use the Services, solely for Customer's internal business purposes and in accordance with these Terms, the Documentation, and the applicable Order Form.

2.2 Authorized Users

Customer is responsible for all acts and omissions of its Authorized Users and for ensuring that all Authorized Users comply with these Terms. Customer will promptly disable access for any Authorized User who is no longer authorized to use the Services.

2.3 Changes to the Services

Sibe may update, modify, enhance, or discontinue features of the Services from time to time in the ordinary course of business. Sibe will not materially reduce the overall functionality of the Services purchased by Customer during the then-current Subscription Term, except where such change is reasonably required for security, legal, regulatory, or third-party dependency reasons.

2.4 Support and Service Levels

Unless otherwise stated in an Order Form, Sibe will use commercially reasonable efforts to provide standard support for the Services in accordance with Sibe's then-current support practices. Specific service level commitments, if any, may be agreed upon between Sibe and Customer under a separate Service Level Agreement.

2.5 Trials, Beta Features, and Free Access

If Sibe makes the Services, or any feature of the Services, available on a trial, evaluation, beta, pilot, proof-of-concept, or other free basis, Customer may use such offering only for Customer's internal evaluation purposes during the period designated by Sibe. Sibe may modify or terminate any such offering at any time. Unless otherwise expressly stated in an Order Form, any trial, beta, pilot, or free offering is provided "as is", without any warranty, support commitment, service level commitment, or indemnity, and Sibe's total liability arising out of or related to such offering will not exceed US$100.

2.6 Inactive and Free Accounts

Sibe may delete or suspend accounts on free, trial, or unpaid plans that have had no login activity for six (6) consecutive months. Sibe may, but is not required to, provide prior notice to the email address associated with the account before such deletion. This Section does not apply to accounts on active paid Subscription Terms.

3. Customer Responsibilities and Restrictions

3.1 Customer Responsibilities

Customer will:

(a) provide accurate account and contact information and keep it up to date;

(b) maintain the confidentiality and security of its account credentials;

(c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services;

(d) promptly notify Sibe of any known or suspected unauthorized access to the Services or security incident involving Customer's account; and

(e) use the Services only in accordance with applicable law, these Terms, the Documentation, and the applicable Order Form.

3.2 Restrictions

Customer will not, and will not permit any third party to:

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(a) sell, resell, license, sublicense, distribute, rent, lease, or otherwise make the Services available to any third party, except to Authorized Users as expressly permitted under these Terms;

(b) use the Services to provide outsourced services, time-sharing, service bureau, or commercially hosted services to third parties;

(c) copy, modify, create derivative works of, or otherwise reproduce any part of the Services, except as expressly permitted under these Terms or applicable law;

(d) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, trade secrets, or underlying ideas or algorithms of the Services, except to the limited extent such restriction is prohibited by applicable law;

(e) access the Services in order to build a competing product or service, or copy any features, functions, or graphics of the Services;

(f) remove, alter, or obscure any proprietary notices contained in or on the Services or Documentation;

(g) use the Services in violation of applicable law, including export control, sanctions, privacy, intellectual property, or anti-corruption laws;

(h) use the Services to transmit, store, or process malicious code, unlawful material, or material that infringes the rights of any third party;

(i) interfere with or disrupt the integrity, security, or performance of the Services or any third-party systems used to provide the Services;

(j) attempt to gain unauthorized access to the Services or related systems or networks;

(k) conduct security or vulnerability testing of the Services without Sibe's prior written consent;

(l) use robots, crawlers, scraping tools, or other automated means to access the Services except through Sibe-supported APIs and in accordance with applicable Documentation; or

(m) use the Services in a way that imposes unreasonable or disproportionate burden on the Services or Sibe's infrastructure.

4. Fees and Payment

4.1 Fees

Customer will pay all fees specified in the applicable Order Form. Except as otherwise stated in these Terms or the applicable Order Form, fees are stated and payable in U.S. dollars, are based on subscriptions purchased and not actual usage, and are non-cancellable and non-refundable.

4.2 Billing and Payment

Unless otherwise specified in an Order Form, fees are billed in advance for the applicable billing period. Customer authorizes Sibe or its payment processor to charge the payment method designated by Customer for all applicable fees, taxes, and other charges due.

4.3 Taxes

Fees do not include taxes, duties, levies, or similar governmental assessments, including value-added, sales, use, or withholding taxes, except taxes based on Sibe's net income. Customer is responsible for all such taxes associated with its purchases under these Terms, excluding taxes based on Sibe's net income.

4.4 Late Payment

If Customer fails to pay any undisputed amount when due, Sibe may, upon written notice, charge interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and may suspend access to the Services until such amounts are paid in full.

4.5 Cancellation and Renewals

Customer may cancel a subscription at any time through the account settings in the Services or by contacting Sibe. If Customer purchases a monthly subscription, cancellation will take effect at the end of the then-current monthly billing period. If Customer purchases an annual or other prepaid subscription, cancellation will take effect at the end of the then-current Subscription Term. Except as required by applicable law or expressly stated in an Order Form, amounts paid are non-refundable.

Unless Customer cancels before the end of the then-current Subscription Term, subscriptions automatically renew for successive periods equal to the initial Subscription Term. For subscriptions billed via invoice or Order Form, either party must give written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term; if no such notice is given, the subscription will renew and Sibe will issue an invoice for the renewal term.

4.6 Fee Changes

Sibe may change fees for any renewal Subscription Term by providing at least thirty (30) days' prior notice before the start of the renewal term. Any fee change will not apply during the then-current Subscription Term.

5. Customer Data

5.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Sibe a non-exclusive, worldwide, limited right during the applicable Subscription Term and any reasonable post-termination transition period to host, copy, transmit, display, process, modify, and otherwise use Customer Data solely as necessary to provide the Services to Customer and to perform related support, maintenance, troubleshooting, security, service optimization, account administration, and technical operations for Customer, to prevent or address service, technical, fraud, or security issues, and to comply with applicable law. For clarity, except as expressly permitted in Section 5.3 and Section 5.4, Sibe will not use Customer Data for generalized product development or improvement purposes unrelated to providing the Services to Customer.

5.2 Customer Responsibility for Customer Data

Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of Customer Data and for obtaining all rights, consents, and permissions necessary for Sibe to process Customer Data as contemplated by these Terms.

5.3 Usage Data

Sibe may collect and use Usage Data for its legitimate business purposes, including operating, securing, monitoring, analyzing, maintaining, and improving the Services, developing service analytics, and supporting product and service planning, provided that Sibe will not disclose Usage Data in a manner that identifies Customer, any Authorized User, or Customer Data. For clarity, Usage Data may include aggregated and de-identified information regarding feature usage, service performance, reliability, and operational trends, but will not include Customer Data in identifiable form.

5.4 AI-Related Use

The Services may include automated or AI-assisted functionality. Any such functionality operates solely in the interest of and for the benefit of Customer as part of providing, supporting, or improving the Services for Customer. Sibe will not use Customer Data to train, fine-tune, or develop Sibe's own general-purpose, cross-customer, or third-party machine learning or artificial intelligence models. For clarity, Sibe may use third-party AI services as Subprocessors solely to deliver AI-assisted features within the Services, subject to the Subprocessor obligations in Section 6.5.

6. Data Protection and Security

6.1 Security Measures

Sibe will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction. Such safeguards may include, as appropriate to the Services, access controls, least-privilege practices, authentication controls, encryption in transit, encryption at rest where applicable, logging, backup procedures, and incident response procedures.

6.2 Access to Customer Data

Sibe personnel will access Customer Data only: (a) as authorized or requested by Customer; (b) as reasonably necessary to provide support or maintain the Services; (c) as reasonably necessary to prevent, investigate, respond to, or remediate fraud, security, technical, or service issues; or (d) as required by applicable law.

6.3 Security Incidents

If Sibe becomes aware of a confirmed security incident involving unauthorized access to Customer Data in Sibe's possession or control, Sibe will notify Customer without undue delay and take commercially reasonable steps to contain, investigate, and mitigate the incident.

6.4 Privacy and Data Processing

To the extent Sibe processes Personal Data on Customer's behalf in connection with the Services, Sibe will process such Personal Data in accordance with Customer's documented instructions as set out in these Terms, the applicable Order Form, and, where applicable, Sibe's Data Processing Addendum ("DPA"). If the parties enter into a DPA, the DPA will apply to the extent required by applicable data protection law. Sibe's collection and use of personal information in connection with the Services is described in Sibe's Privacy Policy, published at https://www.sibe.io/privacypolicy.

6.5 Subprocessors

Customer acknowledges and agrees that Sibe may engage Subprocessors to provide the Services. Sibe will impose contractual obligations on Subprocessors that are no less protective of Customer Data than the obligations applicable to Sibe under these Terms, as relevant to the nature of the Services provided by such Subprocessors. Sibe remains responsible for the performance of its Subprocessors to the same extent Sibe would be responsible if performing the relevant services directly.

6.6 Sensitive Data

Unless expressly agreed by Sibe in writing, Customer will not submit to the Services any special categories of personal data or similarly sensitive data that requires heightened protection under applicable law, including data concerning health, biometric identifiers used for unique identification, race or ethnic origin, political opinions, religious beliefs, trade union membership, sexual orientation, criminal convictions, or other regulated sensitive data.

6.7 Export-Controlled and Regulated Technical Data

Unless Sibe has expressly agreed in a separate written agreement, Customer will not upload, store, transmit, or otherwise make available through the Services any technical data, files, drawings, models, or other information that is controlled under the International Traffic in Arms Regulations ("ITAR"), the Export Administration Regulations ("EAR"), or any other applicable export control or munitions regulations. The Services are provided on a standard multi-tenant cloud infrastructure and are not designed or certified to meet the security, access control, or data segregation requirements applicable to ITAR-controlled or similarly restricted technical data. Customer is solely responsible for determining whether any Customer Data is subject to export control restrictions before submitting it to the Services. Any violation of this Section is a material breach of these Terms, and Customer will indemnify Sibe in accordance with Section 15 for any claims, penalties, fines, or liabilities arising from Customer's upload of export-controlled data in breach of this Section.

7. Confidentiality

7.1 Protection of Confidential Information

The receiving party will: (a) use the disclosing party's Confidential Information only as necessary to perform its rights and obligations under these Terms; (b) not disclose the disclosing party's Confidential Information to any third party except to its employees, contractors, Affiliates, professional advisers, and Subprocessors who have a need to know such information and are bound by confidentiality obligations at least as protective as those in these Terms; and (c) protect the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and no less than reasonable care.

7.2 Compelled Disclosure

The receiving party may disclose Confidential Information to the extent required by law, subpoena, court order, or governmental request, provided that, to the extent legally permitted, the receiving party gives prompt notice to the disclosing party and reasonably cooperates, at the disclosing party's expense, in any effort to seek protective treatment.

7.3 Injunctive Relief

A breach of this Section 7 may cause irreparable harm for which monetary damages may be insufficient. Each party may seek injunctive or equitable relief for actual or threatened breach of this Section 7, in addition to any other remedies available at law or in equity.

8. Intellectual Property; Feedback

8.1 Sibe IP

As between the parties, Sibe and its licensors retain all right, title, and interest in and to the Services, Documentation, Usage Data, and all related intellectual property rights. No rights are granted to Customer other than the limited rights expressly set out in these Terms.

8.2 Feedback

If Customer or any Authorized User provides suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Services ("Feedback"), Sibe may use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction or obligation, provided that Sibe will not identify Customer as the source of Feedback without Customer's consent.

9. Publicity

Unless Customer notifies Sibe in writing that Customer opts out, Sibe may identify Customer as a customer of Sibe and may use Customer's name and logo on Sibe's website and in Sibe's sales and marketing materials solely to identify Customer as a customer of Sibe. Any such use will be subject to any trademark usage guidelines made available by Customer to Sibe, and will not imply Customer's endorsement of Sibe.

10. Benchmarking and Competitive Use

Customer will not, and will not permit any third party to, publish or disclose any benchmarking, comparative testing, or competitive analysis regarding the Services without Sibe's prior written consent, except that Customer may conduct internal evaluations of the Services for its own internal business purposes.

11. Third-Party Services

The Services may interoperate with or include access to third-party products, integrations, connectors, content, hosting, infrastructure, or services ("Third-Party Services"). Customer's use of Third-Party Services may be subject to the terms and conditions of the applicable third party. Sibe is not responsible for Third-Party Services except to the extent Sibe uses them as Subprocessors in providing the Services.

12. Suspension

Sibe may suspend Customer's or any Authorized User's access to the Services, in whole or in part, upon written notice if Sibe reasonably determines that:

(a) Customer or an Authorized User has materially breached these Terms;

(b) Customer's use of the Services poses a security risk to the Services, Sibe, or any third party;

(c) Customer's use of the Services may adversely impact the integrity, availability, or performance of the Services;

(d) Customer is using the Services in violation of applicable law; or

(e) Customer has failed to pay undisputed fees when due and has not cured such failure within ten (10) days after written notice.

Where practicable, Sibe will limit the suspension to the affected account, user, or activity and will use commercially reasonable efforts to provide advance notice and an opportunity to cure before suspension.

13. Term and Termination

13.1 Term

These Terms begin on the date Customer first accepts them and continue until all Subscription Terms have expired or been terminated.

13.2 Termination for Cause

Either party may terminate these Terms or an affected Order Form upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach. If the breach is incapable of cure, termination may be effective immediately.

13.3 Termination for Insolvency

Either party may terminate these Terms upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, enters liquidation, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or ceases to do business in the ordinary course.

13.4 Effect of Termination

Upon expiration or termination of these Terms or the applicable Order Form:

(a) all rights granted to Customer under these Terms with respect to the terminated Services will immediately cease;

(b) Customer will stop using the terminated Services; and

(c) each party will return or destroy the other party's Confidential Information in its possession or control, except as otherwise permitted under these Terms.

13.5 Data Export and Deletion

Following expiration or termination of the applicable Subscription Term, Customer may request export of Customer Data for up to thirty (30) days, unless a different period is stated in the applicable Order Form. Customer is responsible for requesting and completing any desired export within that period. After the export period ends, Sibe will have no obligation to maintain or provide access to Customer Data except as required by applicable law.

Sibe will delete Customer Data from active production systems within thirty (30) days after expiration or termination of the applicable Subscription Term, or earlier upon Customer's written request where reasonably feasible, except to the extent retention is required by applicable law or Customer Data is stored in routine backup or disaster recovery systems for a limited period, in which case such backup copies will remain protected and will not be actively processed except for disaster recovery, security, legal compliance, or backup integrity purposes, and will be deleted in the ordinary course.

13.6 Payment Obligations

Termination does not relieve Customer of any obligation to pay fees accrued before the effective date of termination. If Customer terminates these Terms or an Order Form due to Sibe's uncured material breach, Sibe will refund any prepaid fees covering the unused portion of the terminated Subscription Term. If Sibe terminates these Terms or an Order Form due to Customer's uncured material breach, Customer will pay any unpaid fees covering the remainder of the then-current Subscription Term to the extent permitted by applicable law.

14. Warranties; Disclaimers

14.1 Mutual Authority Warranty

Each party represents and warrants that it has validly entered into these Terms and has the legal power and authority to do so.

14.2 Sibe Service Warranty

Sibe warrants that during the applicable paid Subscription Term, the Services will perform in all material respects in accordance with the Documentation under normal authorized use. Customer's exclusive remedy, and Sibe's sole liability, for breach of this warranty will be for Sibe to use commercially reasonable efforts to correct the non-conforming Services. If Sibe is unable to do so within a reasonable time, either party may terminate the affected Order Form, and Sibe will refund any prepaid fees covering the unused portion of the affected Subscription Term.

14.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14.1 AND SECTION 14.2, THE SERVICES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIBE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

15. Indemnification

15.1 By Customer

Customer will defend, indemnify, and hold harmless Sibe and its Affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, actions, proceedings, damages, liabilities, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data; (b) Customer's or any Authorized User's use of the Services in violation of these Terms or applicable law; or (c) Customer's breach of Section 3, Section 5.2, Section 6.6, or Section 6.7.

15.2 Indemnification Procedure

The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement of the claim, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that admits fault of, or imposes non-monetary obligations on, the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld or delayed.

16. Limitation of Liability

16.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SIBE UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Exceptions

The exclusions and limitations in this Section 16 will not apply to: (a) Customer's payment obligations; (b) Customer's obligations under Section 15; (c) either party's fraud or willful misconduct; or (d) liability that cannot be limited under applicable law.

16.4 Enhanced Cap for Confidentiality Breaches

Notwithstanding Section 16.2, each party's aggregate liability arising out of or relating to that party's breach of Section 7 will not exceed two (2) times the total fees paid or payable by Customer to Sibe under these Terms during the twelve (12) months immediately preceding the event giving rise to the claim.

17. Compliance with Laws; Export Controls

Customer will comply with all laws applicable to Customer's use of the Services, including export control and sanctions laws. Customer represents and warrants that Customer is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that Customer is not a person or entity with whom Sibe is prohibited from doing business under applicable export control or sanctions laws.

18. Changes to These Terms

Sibe may update these Terms from time to time. If Sibe makes a material change to these Terms, Sibe will provide Customer with reasonable prior notice, including by email, in-product notice, or other reasonable means. Material changes will take effect on Customer's next renewal date, unless an earlier effective date is required by applicable law or is reasonably necessary to address security, legal, regulatory, or abuse-prevention issues. If Customer objects to a material change, Customer's exclusive remedy is to stop using the Services and, if applicable, provide notice of non-renewal before the next renewal term. Non-material changes may take effect upon posting.

19. General

19.1 Governing Law; Venue

These Terms and any dispute arising out of or relating to these Terms will be governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The state and federal courts located in Delaware will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party irrevocably submits to the personal jurisdiction of those courts.

19.2 Notices

Except as otherwise stated in these Terms, notices under these Terms must be in writing and will be deemed given: (a) when delivered personally; (b) when received by confirmed courier delivery; (c) when sent by email to the contact address designated by the receiving party; or (d) for notices from Sibe to Customer, through the Services or Customer's account portal, where permitted by applicable law. Sibe's contact email for legal notices is info@sibe.io unless Sibe designates a different address by notice.

19.3 Assignment

Neither party may assign or transfer these Terms, in whole or in part, without the other party's prior written consent, except that either party may assign these Terms without consent to an Affiliate or in connection with a merger, reorganization, change of control, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms. Any prohibited assignment is void.

19.4 Force Majeure

Neither party will be liable for delay or failure to perform any obligation under these Terms, except payment obligations, to the extent caused by events beyond the party's reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, governmental actions, internet or utility failures, or failures of third-party hosting or infrastructure providers not caused by the affected party's breach.

19.5 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

19.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Except as expressly stated in these Terms, no third party has any right to enforce any provision of these Terms.

19.7 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

19.8 Severability

If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.

19.9 Entire Agreement; Order of Precedence

These Terms, together with any applicable Order Form, DPA, and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous proposals, statements, negotiations, and agreements, whether written or oral, relating to that subject matter.

In the event of conflict, the following order of precedence will apply: (a) the applicable Order Form; (b) the DPA, but only with respect to personal data processing matters; and (c) these Terms.

19.10 Survival

Sections 1, 4, 5.3, 6, 7, 8, 9, 10, 11, 13.4, 13.5, 13.6, 14.3, 15, 16, 17, and 19, and any other provisions that by their nature should survive, will survive any expiration or termination of these Terms.

For questions regarding these Terms, please contact info@sibe.io.

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