Sandhill Terms of Product

Updated: August, 2021

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT” OR “I AGREE”, OR BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE PRODUCTS, PLATFORM, OR WEBSITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PRODUCT, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND OTHER RELEVANT POLICIES AND AGREEMENTS (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then please do not register and use the Product.

1. ACCEPTANCE OF SANDHILL PLATFORM TERMS AND CONDITIONS

These Terms govern your access to the information contained on the Sandhill website (the “Website”), use of the Sandhill application program interface(s) (API(s)), sample software code, and other related websites, networks, applications, SDKs, and other materials provided or made available by Sandhill (the “Platform”) that enable you to implement the Sandhill Product (collectively, the “Product”) on one or more website(s), web application(s), or mobile application(s) owned and controlled by you (“Your Product”).

The Sandhill Product, Platform and Website are operated by SANDHILL SOLUTION PTE. LTD., 30 Pasir Panjang Road #15-31A, Mapletree Business City, Singapore 117440. If you have any feedback, comments, requests for technical support relating to the Sandhill Product, Platform or Website, please send to sales@sandhill.im.

“You” or “your” means you, the person who has accessed the Website or has downloaded and is using or uses the Platform and Product. If you are signing up for the Platform and the Product on behalf of a company (an “Enterprise Customer”), you represent that you are duly authorized to represent such company and accept the Terms on behalf of such company. To the extent that your use of the Platform or Products is subject to a hard-copy cooperation agreement or related agreement, such agreements, including any addendum thereto, will prevail over any conflicting provision in these Terms.

IN ORDER TO USE THE WEBSITE, PLATFORM, AND PRODUCTS, YOU ARE REQUIRED TO ACCEPT AND TO AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE AN ENTERPRISE CUSTOMER, YOU AGREE TO INCORPORATE THESE TERMS INTO YOUR PRODUCTS AND ENSURE THAT YOUR CUSTOMERS ADHERE TO THESE TERMS. IF YOU OR YOUR COMPANY AND US HAVE ENTERED INTO AN OFFLINE COOPERATION AGREEMENT, SUCH OFFLINE AGREEMENT SHALL PREVAIL IN ANY OF ITS CONFLICTS WITH THIS TERMS.

2. ELIGIBILITY AND AUTHORITY

If you enter into these Terms on behalf of yourself, you represent and warrant to us that you are at least 18 years old.

If you enter into these Terms on behalf of an entity, organization, or company, you shall warrant and represent that you have obtained all relevant authorizations or permits and you are at least 18 years old.

3. ACCOUNTS AND REGISTRATION

To access some features of the Platform or Product, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You shall ensure that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.

You are solely responsible for maintaining the confidentiality of your account and password, including any application programming interface (“API”) key provided to you by Sandhill, and you accept responsibility for all activities that occur under your account and API key. If you believe that your account is no longer secure or that someone has used your API key without your permission, then you must immediately notify us and Sandhill will, upon receipt your valid notification and verification of your identity, handle your issue according to laws, regulations and service rules under this Terms. You shall bear the relevant responsibilities and consequences arising from Sandhill's processing in accordance with this section.

You shall bear responsibilities for any of Sandhill’s failure to deal with the above issue(s) due to defects in information you provide for notification of verification. You acknowledge that it takes a reasonable period of time to process your request(s) and we assume no responsibility for any loss you have already incurred before we taking measures of after but not attributable to Sandhill.

4. FEES AND PAYMENT

To the extent the services we provide or any portion thereof are made available for any fee, you agree to pay all applicable fees subject to the price list we may send to you. If you or your company and us have entered into an offline cooperation agreement, fees and payment shall be subject to such offline agreement. You may purchase our services through your personal account or pay service fee directly to corporate account designated by us. Refunds for Products will not be provided.All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes associated with these Terms, excluding any taxes based on our net income, property, or employees.

If you are required by applicable law to withhold any Taxes from payments owed to us, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by us. You will provide us with proof of payment of any withheld Taxes to the appropriate authority.

If you have a dispute over a bill or charge associated with your account, please contact us by sending an email to sales@sandhill.im or calling +65 63519330, and we'll try our best to settle the matter.

5. YOUR OBLIGATIONS

You will not sell, transfer, assign, rent, lease, or sublicense Sandhill’s code, the Platform, or the Product to anyone. You may not: (a) reproduce, distribute, publicly display, or publicly perform the Platform or Product; (b) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Website, Platform or Product; (c) interfere with or circumvent any feature of the Website, Platform or Product, including any security or access control mechanism; (d) use the Website, Platform or Product to benchmark our services or in any manner that is competitive with the Website, Platform or Product; or (e) access the Website, Platform or Product in a manner intended to avoid incurring Fees or otherwise avoiding usage limitations. If you are prohibited under applicable law from using the Website, Platform or Product, you may not use it. In addition, you may not nor allow any third party to copy, reverse engineer, decompile or disassemble Sandhill’s code, the Platform, or the Product, or build alternative methods to access the Product other than as provided through the Platform. Nor may you obscure or cover any graphical element of the Product or interfere with the operation of the Website, Platform, or Product.

Other than through the API configuration options provided by Sandhill, you may not, nor allow any third party to alter, change or modify any user interface, feature or functionality of the Product without the express written consent of Sandhill.

You agree to update code provided by Sandhill in connection with modifications to the Product or Platform in a reasonable and timely way after Sandhill makes them available.

Sandhill may update files on our servers that will automatically change the functionality of the Platform or Product, and you consent to those updates.

Sandhill reserves the right to place volume limitations on access to the Platform or Product.

To the extent you choose a service region that includes the United States, you will not, and will not allow your Affiliates, employees, and contractors and any third parties under your control, management, supervision, or otherwise to: (a) process or store any User Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State; or (b) process or store any User Data that is subject to the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, or any regulations issued under it.

6. USER DATA

“User Data” means any data, information, media or other content submitted by you or your End Users to the Products.

Sandhill will access and process User Data only in connection with the provision of the Products and otherwise in accordance with these Terms and as described in our Privacy Policy under applicable laws. You hereby grant to Sandhill a non-exclusive, sublicensable license to access, copy, and use User Data to provide the Products, and otherwise use in accordance with these Terms.

You acknowledge and agree that Sandhill may disclose User Data to third parties with or without notice to you: (a) to comply with applicable law or protect Sandhill’s rights; or (b) to comply with court orders, a lawful government or law enforcement request, or other legal process. Sandhill may also block or remove User Data as required by applicable law, in which case Sandhill will make reasonable commercial efforts to promptly notify you if legally permissible.

Sandhill disclaims any liability in connection with User Data. You are solely responsible for your User Data and the consequences of providing User Data via the Product. By providing User Data via the Product, you affirm, represent, and warrant that the use of your User Data does not and will not: (i) infringe or violate any legitimate right of your users or any third party, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, any other intellectual property/proprietary right, right to give and withdraw consent, or any other data protection right, or (ii) cause Sandhill to violate any law or regulation. You warrant that your User Data could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

You are solely responsible for your Applications and User Data and for making sure your Applications and User Data comply with these Terms (including the Additional Terms). You acknowledge and agree that you are responsible for all use of the Product by End Users, End Users’ access to Applications and User Data, activities under Accounts, and for otherwise ensuring that each End User complies with these Terms.

You will protect User Data of your End Users in accordance with all applicable laws and regulations, including by communicating a legally adequate privacy notice to End Users.

WE ARE UNDER NO OBLIGATION TO EDIT OR CONTROL USER DATA THAT YOU OR OTHER USERS POST OR PUBLISH, AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR USER DATA. WE DO NOT CONTROL AND DO NOT HAVE ANY OBLIGATION TO MONITOR: (A) USER DATA; (B) ANY CONTENT MADE AVAILABLE BY THIRD PARTIES; OR (C) THE USE OF THE PRODUCT BY ITS USERS.

7. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in relation to the Products, platform and our services will be owned by Sandhill. Except as expressly set forth in these Terms or a cooperation agreement, Sandhill does not grant to you any licenses or other rights, implied or otherwise, in or to Sandhill’s Intellectual Property Rights. “Intellectual Property Rights” means all current and future worldwide rights under patent, copyright, trade secret, trademark, or moral rights laws, and other similar rights.

Sandhill Confidential Information. “Sandhill Confidential Information” means information that Sandhill (or an Affiliate) discloses to you under these Terms, and that is marked as confidential or should reasonably be considered confidential based on the nature of the information and the circumstances of its disclosure. You will not disclose the Sandhill Confidential Information except to those of your employees who need to know the Sandhill Confidential Information for the purposes of exercising your rights and performing your obligations under these Terms, and who have agreed in writing to confidentiality obligations that are at least as protective as these Terms. You will, and will take appropriate measures to ensure that your employees: (a) take at least reasonable care to protect the confidentiality of the Sandhill Confidential Information; and (b) do not use the Sandhill Confidential Information for any purpose other than to exercise your rights and perform your obligations under these Terms.

You represent and warrant that: (a) neither Your Product nor any related content violate the rights of any third party (e.g. copyright, patent, trademark, or other proprietary rights of any person or entity), or any applicable regulation or law, including the laws of any country in which Your Product, content or service is made available; (b) you have all necessary rights and authorizations to agree to these Terms and to use the Platform and the Product as contemplated by these Terms; and (c) your use of the Platform and the Product will not violate any contractual obligation.

You hereby grant Sandhill a limited, non-exclusive, non-transferable, non-sublicensable license to display your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that your use of the Platform and the Product.

8. SECURITY

You must be reachable during reasonable business hours for security questions or concerns through the contact information that you provided upon requesting your credentials to the Platform or API key. You will ensure that all networks, computer and operating systems, software and other systems used to operate Your Product employ security measures to prevent unauthorized access to or use of any user data and the Product. You must promptly report any security deficiencies in or intrusions to your systems to Sandhill.

YOU UNDERSTAND THAT THE OPERATION OF THE PRODUCT, INCLUDING SOME OF YOUR (OR YOUR USERS’) CONTENT, MAY BE UNENCRYPTED AND INVOLVE (A) TRANSMISSIONS OVER VARIOUS NETWORKS; (B) CHANGES TO CONFORM AND ADAPT TO TECHNICAL REQUIREMENTS OF CONNECTING NETWORKS OR DEVICES AND (C) TRANSMISSION TO SANDHILL’S THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO OPERATE AND MAINTAIN THE PRODUCT. ACCORDINGLY, YOU ACKNOWLEDGE THAT YOU BEAR SOLE RESPONSIBILITY FOR ADEQUATE SECURITY, PROTECTION AND BACKUP OF YOUR CONTENT. SANDHILL WILL HAVE NO LIABILITY FOR ANY UNAUTHORIZED ACCESS OR USE OF ANY CONTENT, OR ANY CORRUPTION, DELETION, DESTRUCTION OR LOSS OF ANY CONTENT.

YOU ACKNOWLEDGE THAT: (A) YOUR ACCESS TO AND USE OF THE PRODUCT MAY BE SUSPENDED FOR THE DURATION OF ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OR UNAVAILABILITY OF ANY PORTION OR ALL OF THE PRODUCTS FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; AND (B) WE SHALL ALSO BE ENTITLED, WITHOUT ANY LIABILITY TO YOU, TO SUSPEND ACCESS TO ANY PORTION OR ALL OF THE PRODUCT AT ANY TIME, ON A SERVICE-WIDE BASIS: (I) FOR SCHEDULED DOWNTIME TO PERMIT US TO CONDUCT MAINTENANCE OR MAKE MODIFICATIONS TO ANY PRODUCT; (II) IN THE EVENT OF A DENIAL OF SERVICE ATTACK OR OTHER ATTACK ON THE PRODUCT OR OTHER EVENT THAT WE DETERMINE, IN OUR SOLE DISCRETION, MAY CREATE A RISK TO THE APPLICABLE PRODUCT, TO YOU OR TO ANY OF OUR OTHER CUSTOMERS IF THE PRODUCT WERE NOT SUSPENDED; OR (III) IN THE EVENT THAT WE DETERMINE THAT ANY PRODUCT IS PROHIBITED BY APPLICABLE LAW OR WE OTHERWISE DETERMINE THAT IT IS NECESSARY OR PRUDENT TO DO SO FOR LEGAL OR REGULATORY REASONS (COLLECTIVELY, “PRODUCT SUSPENSIONS”).

9. TERM AND TERMINATION

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Website or Product, and ending when terminated as described in this Section. You may terminate the Product at any time, for any or no reason, by deleting your account, unsubscribing from the Product, and disabling Your Product’s access to the Platform and use of the Product.

We reserve the right to suspend or terminate your right to access or use any or all of the Website, Platform and Product or terminate these Terms in their entirety (and, accordingly, your right to use the Product) at any time, for any or no reason, with notice in advance.

In addition, we may suspend or terminate your right to access and use the Platform and the Product or terminate these Terms in their entirety (and, accordingly, your right to use the Product), for cause effective as set forth below:

(a) Immediately upon notice if: (i) Sandhill determines that Your Product is harmful to or inconsistent with Sandhill’s reputation and goodwill; (ii) if you violate, or we have reason to believe that you have violated, any provision of these Terms; (iii) there is an unusual spike or increase in your use of the Product for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Product; (iv) we determine, in our sole discretion, that our provision of any of the Product to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (v) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue your business, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding;

(b) Immediately and without notice if you are in default of any payment obligation with respect to any of the Product or if any payment mechanism you have provided to us is invalid or charges are refused for such payment mechanism; or

(c) Five (5) days following our notice to you of a breach of any other provision of these Terms and failure, as determined by us, in our sole discretion, to cure such breach within such 5-day period.

If Sandhill determines that providing advance notice would negatively impact Sandhill’s ability to provide the Product, Sandhill may suspend your right to access or use any of the Platform and Product or terminate these Terms in their entirety (and, accordingly, cease providing all Products to you), with no notice.

Upon our suspension of your use of any Product, in whole or in part, for any reason: (i) fees will continue to accrue for any Product that is still in use by you, notwithstanding the suspension; (ii) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to the Product; and (iii) all of your rights with respect to the Product shall be terminated during the period of the suspension.

Upon any termination of these Terms or your access to the Product, for any reason: (i) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Products; (ii) all rights granted by Sandhill to you herein shall terminate, (iii) you shall immediately remove the Product from Your Product and remove all copies of the Platform from all computers, hard drives, networks, and other storage media, (iv) all of your content on the Product (if any) may be permanently deleted by Sandhill.

10. Export Control

Your Status. You, nor any of your officers, directors, shareholders, agents or employees, are:

(a) listed in or related to any list of designated persons maintained by the United States (including, without limitation, the list of “Specially Designated Nationals” as maintained by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the United Kingdom (including the Consolidated List of Financial Sanctions Targets as maintained by Her Majesty’s Treasury), the European Union and any Member State thereof (including the Consolidated List of Persons, Groups and Entities Subject to Financial Sanctions), or any other list of sanctioned persons maintained by an authority with jurisdiction over you (any person so listed being a “Restricted Person”);

(b) organized in, operating from or resident in a country or territory that is the target of comprehensive sanctions (as of the date of this Agreement, Iran, Cuba, North Korea, Syria and the Crimea/Sevastopol region (“Sanctioned Territories”)); or

Sanctions Event. If you become a Restricted Person or are related to a Restricted Person, or controlled or owned by 50% or more by a Restricted Person or if the provision of the Products becomes otherwise restricted or prohibited as a consequence of the imposition of sanctions or by operation of export control laws or regulations (a “Sanctions Event”), Sandhill shall not be obliged to perform any of its obligations or provide Products and shall be entitled to terminate these Terms with immediate effect.

In connection with the Products, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including U.S. or EU restrictions that prohibit or restrict the export, re-export or transfer of products, technology, services or data – directly or indirectly – to or for Sanctioned Territories, Restricted Persons, or other relevant end-users (collectively, “Export Laws”). You agree not to engage in any activities in connection with the Products that would risk placing Sandhill in breach of any Export Laws and are solely responsible for compliance with Export Laws related to the manner in which you choose to use the Product, including: (a) your transfer and processing of User Data; (b) the provision of User Data to End Users.

11. MODIFICATIONS

We reserve the right to change, modify, or update the Website and Platform at any time and we may impose additional restrictions or limitations on the Product. We will notify you of material modifications and updates in connection with your rights or obligations by way of web announcement, systematic message, instant message or email. In order to meet certain legal requirements, we may modify this Agreement and be unable to notify you in a timely manner, but we will do so as quickly as possible.

12. DISCLAIMER

DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NEITHER SANDHILL NOR ANY OF ITS LICENSORS OR AFFILIATES, PROVIDERS OR DISTRIBUTORS, MAKE, AND SANDHILL HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ITS LICENSORS, ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SANDHILL, ANY OTHER SOFTWARE OR SERVICES, OR ANY MEDIA OR OTHER CONTENT SUBMITTED, UPLOADED, STORED, TRANSMITTED OR DISPLAYED BY OR THROUGH THE PRODUCTS, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING:

(A) THAT THE PRODUCTS OR SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE OR FREE FROM VIRUSES OR HARMFUL COMPONENTS;

(B) THAT THE PRODUCTS OR SOFTWARE WILL BE COMPATIBLE WITH YOUR OR YOUR END USERS’ NETWORKS, SYSTEMS, APPLICATIONS, HARDWARE, OR DEVICES; OR

(C) THAT THE PRODUCTS WILL FIT FOR ANY PARTICULAR PURPOSE.

13. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO FEES PAYABLE BY YOU, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SANDHILL AND ITS AFFILIATES FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS, THE PRODUCTS, THE SERVICES, AND THE SOFTWARE WILL BE LIMITED TO THE TOTAL FEES THAT YOU HAVE PAID TO THE SANDHILL PRODUCT WHICH INCURS LOSSES TO YOUR UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THAT EVENT GIVING RISE TO THE LIABILITY FIRST OCCURRED.

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW NEITHER SANDHILL, NOR ITS AFFILIATES OR THEIR LICENSORS WILL BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY FOR: (I) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; OR (II) LOST PROFIT, REVENUE, CUSTOMERS OR OPPORTUNITIES, AS A RESULT OF THE SERVICES BEING UNAVAILABLE TO YOU.

14. INDEMNITY AND WAIVER

YOU AGREE TO INDEMNIFY AND HOLD SANDHILL AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, SERVICE PROVIDERS, PARTNERS, AND EMPLOYEES HARMLESS FROM ANY CLAIM, DEMAND OR ALLEGATION MADE BY ANY THIRD PARTY, AND ALL RELATED LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES), THAT IS RELATED TO:

A. YOUR USE OF THE WEBSITE, PLATFORM OR THE PRODUCT;

B. THE USE OF THE PRODUCT BY YOUR USERS;

C. YOUR PRODUCT, INCLUDING ANY CONTENT, SERVICES OR ADVERTISEMENTS ON YOUR PRODUCT;

D. ANY CLAIMS FOR COPYRIGHT INFRINGEMENT, DEFAMATION, INVASION OF PRIVACY ARISING OUT OF OR IN CONNECTION WITH ANY UNAUTHORIZED USE OF THE PRODUCT AND YOUR CONTENT ON THE PRODUCT; AND

E. YOUR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT INCLUDED IN THESE TERMS.

THE FOREGOING INDEMNITY PROVISION SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY OTHER INDEMNIFICATION OBLIGATIONS SET FORTH IN THESE TERMS.

15. CONTRACTING ENTITY; GOVERNING LAW

These Terms of use shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to choice of law principles. Should a dispute arise between the parties in connection with these Terms of use, the parties shall attempt to resolve such dispute through friendly consultations between themselves. If, however, the dispute cannot be resolved within thirty (30) days after commencement of such friendly consultations, then the parties agree irrevocably that such dispute shall be submitted to the exclusive jurisdiction of competent court of the Republic of Singapore.

16. GENERAL

All headings in the Terms are for convenience only and have no legal or contractual effect. The Terms are personal to you and may not be assigned or transferred for any reason whatsoever without Sandhill’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Sandhill expressly reserves and shall have the right to assign the Terms and to delegate any of its obligations hereunder.

Notices. We may send you any notices, including those regarding changes to these Terms, to the email address you provided when you requested your API key or through any other reasonable means.

Additional Terms. Your use of the Product is subject to all additional terms, policies, rules, or guidelines applicable to the Product or certain features of the Product that we may post on or link to from the Product (the “Additional Terms”). All Additional Terms are incorporated by this reference into and made a part of, these Terms.

Waiver and Severability. The waiver by either party of any breach of these Terms does not waive any other breach. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or Unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement.

Modification of these Terms. Sandhill may amend these Terms, including the Additional Terms, from time to time by posting updated versions to the Sandhill site. Updated versions will be effective no earlier than the date of posting. Sandhill will use reasonable efforts to notify you of the changes, but you are responsible for periodically checking these Terms and the Additional Terms for any modifications. Your continued use of the Products constitutes your acceptance of any amended Terms.