Terms of Service
1. Your relationship with Lucid Software Inc. (“Lucidchart”)
1.1 Your use of Lucidchart’s products, software, services and web sites (referred to collectively as the “Services”) is subject to the terms of a legal agreement between you and Lucidchart (these “Terms”). These Terms form a legally binding agreement between you and Lucidchart in relation to your use of the Services. It is important that you take the time to read them carefully.
2. Accepting the Terms
2.1 To use the Services, you must first agree to the Terms. You accept the Terms by clicking or tapping on a button indicating your acceptance, by executing a document that references them, or by using the Services.
2.2 By accepting these Terms, you represent that you have the legal power to do so. If you will be using the Services on behalf of an organization, (a) “you” and “your” will refer to that organization, (b) you agree to these Terms on behalf of that organization and you represent that you have the authority to do so, and (c) you shall be responsible for ensuring that each of your end users complies with the terms, conditions and obligations in these Terms.
2.3 You may not use the Services and may not accept the Terms if you are barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. If you represent an organization, you will ensure that: (a) your end users do not use the Services in violation of any export restriction or embargo by the United States, and (b) you do not provide access to the Services to persons or entities on any restricted lists.
2.4 If you are under 18 years old, you may not create a Lucidchart account or use the Services unless (a) you have received access to the Services through your School (defined below), or (b) your legal guardian has reviewed and agreed to these Terms. If you are a parent or legal guardian permitting a person under 18 years of age (a “Minor”) to create an account and/or use the Services, you agree to: (i) supervise the Minor’s use of the Services and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Services and their account; (iii) ensure that the content on the Site is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.
3. Provision of the Services by Lucidchart
3.1 Lucidchart gives you a limited, worldwide, non-assignable and non-exclusive right to access and use the Services, including the software provided as part of the Services (referred to as the “Software”) during the term hereof, solely in connection with your internal business operations and subject to these Terms.
3.2 You may not assign or grant a sub-license of your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
4. Your Use of the Services
4.1 In order to register for and access certain Services, you will be required to provide information about yourself. You agree that any registration information you give to Lucidchart, including contact information (e.g., e-mail address) and billing/payment details, will be accurate and kept current. Accounts are controlled by the entity whose email address is registered with the account.
4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
4.3 You are responsible for your conduct, Content, and communications with others while using the Services. In addition to restrictions found elsewhere in these Terms, you agree not to:
(a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless expressly permitted;
(b) access all or any part of the Services in order to build a product or service which competes with the Software or Services;
(c) license, sell, trade, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software or Services available to any third party except the licensed users;
(d) access or attempt to access any of the Services by any means other than through the interface that is provided by Supplier, including through any automated means (i.e., use of scripts or web crawlers);
(e) access, store, distribute or transmit any Viruses during the course of your use of the Services or engage in any activity that interferes with or disrupts the Services or the servers and networks which are connected to the Services;
(f) engage in abusive or excessive usage of the Services, which is defined as usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users, all as determined in Lucidchart’s discretion;
(g) use the Services to infringe the intellectual property rights of others. Without limiting the foregoing, you will not use any trade mark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos; or
(h) access, store, distribute or transmit any material during the course of using the Services that is unlawful, harmful, threatening, defamatory, discriminatory, hateful, vulgar, obscene, libelous, invasive of another’s privacy, related to illegal activity, or otherwise objectionable.
4.4 We do not assume any responsibility for special processing or handling of data that might be considered “sensitive” or otherwise regulated by law. You specifically consent to our processing of data that you upload to the Service with no special handling. You agree that you will not, and will use commercially reasonable efforts to make sure a third party does not, use the Services to store or transfer any data that is controlled for export under any export or reexport control law or regulation, or is otherwise subject by law to special processing restrictions (for example, privacy, financial services, and health information laws and regulations). If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance and you may not use the Services in a way that would subject Lucidchart to those industry-specific regulations without obtaining Lucidchart’s prior written agreement.
4.5 Lucidchart reserves the right in its sole discretion to decide whether your conduct is inappropriate and whether it complies with these Terms.
4.6 Lucidchart may disable or terminate your access for any conduct in violation of these Terms and remove any objectionable Content, without prior notice and at Lucidchart’s sole discretion. You acknowledge and agree that if Lucidchart disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other Content contained in your account.
4.7 You acknowledge and agree that while Lucidchart may not currently have a fixed limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such limits may be set at any time, at Lucidchart’s discretion.
5. Your Content
5.1. In the course of using the Services, you may submit to or create content in the Services (your “Content”). Other than as described in Section 6.1, you retain ownership of all of your intellectual property rights in your Content.
5.3 You understand that Lucidchart, in performing the required technical steps to provide the Services to users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Lucidchart to take these actions.
5.4 If you believe that Lucidchart, or any user of the Services, has violated a copyright, trademark or other intellectual property right you claim in your work, please contact us at email@example.com. Lucidchart responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA).
6. Multi-User Accounts
6.1 When you create Content under an individual plan, that Content is available only to you and other Lucidchart users with whom you share the Content. However, if you are or become an individual user managed under a multi-user subscription plan maintained by your employer or other third party (a “Multi-User Plan”), any Content you have created or will create will be subject to control by the account administrators, and is no longer “your Content” for purposes of this Agreement. Account administrators under a Multi-User Plan can designate other users under that Multi-User Plan as owners of the Content you originally created, in which case you may no longer be able to access the Content and may lose any copyright or other rights you held in the Content. In addition, the account administrator of such Multi-User Plan may remove you from the account or close your account without your prior consent. If you have questions about Multi-User Plans, please contact us at firstname.lastname@example.org.
6.2. You acknowledge and agree that if you are a registered Lucidchart user, and the domain of the primary email address associated with your Lucidchart account is owned by an organization, and an authorized representative of that organization wishes to establish a Multi-User Plan and add you to it, then certain information concerning your individual account may become accessible to that organization’s administrator, including your name and email address, and your Lucidchart account may be added to the Multi-User Plan without your prior consent. In addition, you acknowledge and agree that if you are or become a registered user that is part of a Multi-User Plan your account information and data will be shared with the primary administrator(s) of the account and your data may also be visible to other users in the account.
6.3. If you are the representative of an entity with Multi-User Plan, you represent and warrant that the entity (a) owns the e-mail domain(s) that it intends to lock down (force new registrations through the Multi-User Plan process) and/or consolidate (move into the Multi-User Plan) pursuant to the Multi-User Plan features of the Services and (b) owns the content that has been created by users with accounts set up with such e-mail domains. You will appoint an appropriate administrator to manage the user subscriptions and will be solely responsible for such administrator’s acts and omissions with respect to the Services.
7. Education Accounts
7.1 If you are a school, school district, or related person, entity or organization (such as an administrator or educator who accesses the Services on their behalf) (each a “School”), then this section applies to you and “you” shall mean the School purchasing the account, as well as its end users.
7.2 You agree (a) to only provide access to the Service to those individuals employed by or enrolled as students in your School or classroom and (b) to be responsible for any Content, communications, and activity that occur under such accounts. Regardless of the account level being utilized, to the extent a School offers or requires access to the Services to Minors, the School will be responsible under this Section 7 for those end user accounts.
8.1 You hereby agree to indemnify, defend and hold Lucidchart, its resellers, partners, officers, directors, agents, affiliates, and licensors ("the Indemnified Parties") harmless from and against any third-party claim or liability arising out of (a) any Content you submit, share, upload, post or display on or to the Services; (b) any use by Lucidchart end users of your Content; (c) any breach of or noncompliance with any representation, warranty or obligation in these Terms; (d) any claim that your Content violates any applicable law or infringes the rights of a third party; and (e) your violation of any applicable law, rule or regulation, including but not limited to FERPA, PPRA, and COPPA. You shall cooperate fully in the defense of any claim. Lucidchart reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Services may be irreparable; therefore, Lucidchart is entitled to seek equitable relief, including an injunction and/or preliminary injunction, in addition to all other remedies.
9. Billing, Payment and Renewal
9.1 If you select paid level of the Services (a “paid account”), you may choose to subscribe and pay for the Services on either a monthly or annual basis and Lucidchart will bill the account administrator in advance for use of the Services. You may choose to discontinue your paid account at any time; however, Lucidchart does not issue refunds for unused subscription periods, except as provided in these Terms or when required by law.
9.2 Current pricing for monthly and annual paid accounts are published on the Lucidchart web site. Lucidchart reserves the right to modify pricing at any time; provided, however, that Lucidchart will notify the account administrator of a paid account by email prior to any monthly or annual price increase affecting that account. If you upgrade to a higher paid level or tier of paid account, Lucidchart will credit any remaining balance from your previous subscription payment to your new level or tier.
9.3 All payments due are in U.S. dollars unless otherwise indicated on the subscription pricing page or invoice. Credit card, debit card or other non-invoice forms of payment are due at the beginning of the month for which Services will be provided to you. Lucidchart will charge you for all fees when due. Such fees are considered delinquent if not received at the start of each service month or year. Lucidchart may enable other forms of payment in the account administration and payments page, which may be subject to additional terms. Payments for invoices are due ten days after the invoice date, unless otherwise specified, and are considered delinquent thereafter.
9.4 Your subscription will automatically renew at the end of each annual or monthly billing cycle. If you wish to change your subscription level or term or cancel your auto-renewal, the account administrator must change the settings in the account administration console provided as part of the Services or contact our customer support team.
9.5 Delinquent payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Lucidchart in collecting delinquent amounts. If delinquent fees are not paid, Lucidchart will automatically downgrade your account to a free Lucidchart account and/or suspend or terminate your use of the Services. Downgrading your account may cause the loss of content, features, functionality, or capacity of your account.
9.6 You are responsible for any taxes, duties, and customs fees associated with the sale of the Services (other than Lucidchart’s income tax) (collectively “Taxes”), and you will pay Lucidchart for the Services without any reduction for Taxes. If Lucidchart is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Lucidchart with a valid tax exemption certificate. If you are required by law to withhold any Taxes from your payments to Lucidchart, you must provide Lucidchart with an official tax receipt or other appropriate documentation to support such payments.
9.7 If you are provided access to the Services at no charge, you acknowledge that (a) the version available to you may not include or allow access to all features and functionality available to paid subscribers, and (b) the Services are made available to Customer on an “as is” basis without any warranty, support, maintenance, or other obligation of any kind.
10. Account management and security
10.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Lucidchart for all activities that occur under your account. If you become aware of any unauthorized use of your password or account, you agree to notify Lucidchart immediately at email@example.com.
10.2 Only registered users may use the Services. As a user, you may not allow third parties to access the Services using your account. You are personally responsible for any use of the Services through your account, whether by you or a third party.
10.3 You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Lucidchart will not be liable for any failure to store, or for loss or corruption of, your Content.
11. Privacy and your personal information
11.3 Lucidchart will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including Lucidchart’s privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes publicly known other than through breach of these Terms; (b) was lawfully known to Lucidchart before receiving it from you; (c) is received by Lucidchart from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Lucidchart without reference to your Content. Lucidchart may disclose your Content when required by law or legal process, but only after Lucidchart, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
11.4. Lucidchart will provide and maintain commercially reasonable information security policies and safeguards, which include technical and organizational measures, designed to preserve the security, integrity, and confidentiality of your Content and to protect it against unauthorized access and information security threats.
12. Other Content in the Services
12.1 The Services contain content provided by others, including advertisements and sponsored Content, that may not be owned by Lucidchart and may be protected by intellectual property rights owned by third parties. Such content is the sole responsibility of the person or entity from whom it originated.
12.2 The Services facilitate the sharing of information within your organization and potentially outside of your organization. You agree that you are solely responsible for the Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Lucidchart may suffer). You must ensure that you have all the rights and permissions needed to use that Content in connection with the Services.
12.3 You acknowledge that, in order to ensure compliance with legal obligations, Lucidchart may review content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). Lucidchart may also modify, prevent access to, delete, or refuse to display Content that we believe violates the law, third party rights or these Terms. However, Lucidchart otherwise has no obligation to monitor or review any content submitted to the Services.
13. Lucidchart IP
13.1 You acknowledge and agree that Lucidchart (or Lucidchart’s licensors) and its resellers own all legal right, title and interest in and to the Software and the Services, including any intellectual property rights which subsist in the Services, whether those rights are registered or not, and wherever in the world those rights may exist. You further acknowledge that the Services may contain information which is designated “confidential” by Lucidchart or its resellers and that you shall not disclose such information without Lucidchart’s prior written consent. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
13.2 Nothing in the Terms gives you a right to use any of Lucidchart’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
14.1. Lucidchart may identify you as a customer, and may use your name and logo on our website or in our customer list, blogs, and other public communications. To request removal of this identification, please notify us in writing at firstname.lastname@example.org or Lucidchart’s address which is found near the end of these Terms.
15. Software updates
15.1 The Software which you use may automatically download and install updates from time to time from Lucidchart. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions with different features. You agree to receive such updates and permit Lucidchart to deliver them to you as part of your use of the Services.
16. Ending your relationship with Lucidchart
16.1 The Terms will apply until all end user accounts under your control are closed unless superseded by written agreement between you and Lucidchart.
16.2 If you want to terminate your subscription and close your account, you may do so by (a) notifying Lucidchart at email@example.com or (b) closing your account and cancelling your subscription in the Accounts Settings tab section of the Services, if this option is available to you.
16.3 Lucidchart may, at any time, terminate or discontinue your subscription and/or account, or any user’s access to the Services: (a) if you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); (b) if Lucidchart is required to do so by law (e.g., if the provision of the Services to you is, or becomes, unlawful); or (c) if the provision of the Services to you by Lucidchart is, in Lucidchart’s opinion, no longer commercially viable.
16.4 In addition, Lucidchart may terminate your subscription and/or close your account, for any or no reason, by giving you 30 days’ written notice to your email address on file and providing a pro rata refund for any prepaid, unused subscription fees for the Services as soon as practicable thereafter.
16.5 When these Terms end, all legal rights, obligations and liabilities that you and Lucidchart have benefited from, been subject to, have accrued, or which must survive in order to give proper effect to their intent, shall be unaffected by this cessation, and the provisions of paragraph 23 shall continue to apply to such rights, obligations and liabilities indefinitely.
16.6 If your paid account is downgraded or canceled, your information on servers may be deactivated but not deleted. Lucidchart does not actively delete your profile information, including your name and email address, or Content. In order to delete your data from our servers after ending your relationship with Lucidchart, you must permanently delete your account. For help deleting an account, please contact firstname.lastname@example.org.
17. Exclusion of Warranties
17.1 Nothing in these Terms, including Sections 17 and 18, shall exclude or limit Lucidchart’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Only the limitations which are lawful in your jurisdiction will apply to you and Lucidchart’s liability will be limited to the maximum extent permitted by law.
17.2 You acknowledge that the Services may experience periods of downtime, including, but not limited to, scheduled maintenance. You expressly understand and agree that your use of the Services is at your sole risk and that the Services are provided "as is" and “as available.” LUCIDCHART MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, AND ANY INFORMATION OR MATERIALS RELATED THERETO OR MADE AVAILABLE THEREFROM, WHETHER EXPRESS OR IMPLIED. LUCIDCHART SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY AND ACCURACY. LUCIDCHART DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME OR THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED. LUCIDCHART MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE THIRD-PARTY APPLICATIONS AND CONTENT, AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY THEREFOR.
17.3 No advice or information, whether oral or written, obtained by you from Lucidchart or through the Services shall create any representation or warranty not expressly stated in these Terms.
18. Limitation of Liability
18.1 Subject to Section 17.1, you expressly understand and agree that Lucidchart, its affiliates, licensors, resellers, officers, employees and agents (the “Lucidchart Parties”) shall not be liable to you for:
(a) any indirect, incidental, special, consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability, even if Lucidchart has been advised of the possibility of such damages and even if a remedy fails of its essential purpose. This shall include, but not be limited to, any loss of use, data, business, revenues, or profits (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, or other intangible loss; or
(b) any loss or damage which may be incurred by you, including, but not limited to, loss or damage as a result of (i) any changes which Lucidchart may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (ii) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services; (iii) your failure to provide Lucidchart with accurate account information; or (iv) your failure to keep your password or account details secure and confidential.
18.2 Subject to Section 17.1, the aggregate liability of the Lucidchart Parties arising out of or in connection with the Services and these Terms is limited to your direct damages and will not exceed the greater of (a) the amounts paid by you to Lucidchart for use of the Services during the 6 months prior to the event giving rise to the liability and (b) US $200.00.
19.1 Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Lucidchart on the Services may change without notice.
19.2 In consideration for Lucidchart granting you access to and use of the Services, you agree that Lucidchart may place advertising on the Services.
20. Third Party Resources
20.1 The Services may include hyperlinks to other web sites, content or resources. Lucidchart may have no control over any web sites or resources which are provided by companies or persons other than Lucidchart.
20.2 You acknowledge and agree that neither Lucidchart nor its licensors or resellers are responsible for the availability of any such external sites or resources, and do not endorse any advertising, products or other materials on or available from such web sites or resources. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, these Terms do not affect your legal relationship with those other companies or individuals.
20.3 You acknowledge and agree that neither Lucidchart nor its licensors or resellers are liable for any loss or damage which may be incurred by you (a) as a result of the availability of those external sites or resources; or (b) as a result of any reliance you place on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
21. Community Galleries
21.1 The Service may contain galleries that present third-party content ("Community Galleries"). Community Galleries include the Templates Library and any other gallery that we make available. The content and information in the Community Galleries ("Gallery Content") was created by Lucidchart or third parties. As between you and the creators of Gallery Content, any intellectual property or proprietary rights remain with the creators.
21.2 The Gallery Content is provided "as is" and without any warranties or guarantees of any kind. You alone bear the risk of using Gallery Content. To the extent permitted under applicable law, Lucidchart excludes the implied warranties and conditions of merchantability, fitness for a particular purpose, workmanlike effort, title and non-infringement.
21.3 If you submit Content to become part of the Community Galleries (your “Gallery Submission”), you direct and authorize Lucidchart and its affiliates to host, link to, and otherwise incorporate your Gallery Submission into the Services, and you grant Lucidchart and its end users a perpetual, worldwide, royalty-free, non-exclusive license to (a) reproduce the Gallery Submission; (b) create and reproduce derivative works of the Gallery Submission; (c) display publicly and distribute copies of the Gallery Submission; and (d) display publicly and distribute copies of derivative works of the Gallery Submission.
Lucidchart reserves, and you grant to Lucidchart, the right to syndicate your Gallery Submissions in connection with any of our Services. You may stop distributing your Gallery Submission(s) through the Community Galleries at any time; provided, however, that any such election will not serve to withdraw the licenses granted to Lucidchart and its end users under these Terms. In order to stop distributing your Gallery Submission(s), you must utilize the removal functions within the Services, in which case the Gallery Submission(s) removal will be effective within a reasonable amount of time.
21.4 You represent and warrant that (a) you own or have obtained the necessary legal rights to provide all Gallery Submission(s), and will maintain these rights for as long as each Gallery Submission is available to Lucidchart and its end users; and (b) all of the Gallery Submission(s) you submit abide by any posted program policies.
21.5 Lucidchart claims no ownership over any Gallery Submission you submit through the Services. You retain copyright and any other rights, including all intellectual property rights, you hold in the Gallery Submission. You agree that you are responsible for protecting and enforcing those rights and that Lucidchart has no obligation to do so on your behalf.
21.6 You agree that you are solely responsible for (and that Lucidchart has no responsibility to you or to any third party for) any Gallery Submission that you submit. Lucidchart is not in any way responsible for the subsequent use or misuse by Lucidchart end users who access your Gallery Submission.
22. Changes to the Terms
22.1 Lucidchart may make changes to the Terms from time to time. When these changes are made, Lucidchart will make a new copy of the Terms available at https://www.lucidchart.com/pages/tos.
22.2 You understand and agree that if you use the Services after the date on which the Terms have changed, Lucidchart will treat your continued use of the Services as acceptance of the updated Terms.
23. General legal terms
23.1 Unless otherwise specified, the Services are provided by, and you are contracting with, Lucid Software Inc., and references to “Lucidchart”, “we”, “us”, and “our” are references to Lucid Software Inc., located at 10355 S Jordan Gateway, Suite 300, South Jordan, UT 84095, United States. These Terms, and your relationship with Lucidchart under the Terms, shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. You and Lucidchart agree to submit to the exclusive jurisdiction of the courts located within Salt Lake County, Utah to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Lucidchart shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
23.2 These Terms constitute the whole legal agreement between you and Lucidchart and govern your use of the Services (but excluding any services which Lucidchart may provide to you under a separate written agreement), and completely replace any prior agreements between you and Lucidchart in relation to the Services. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
23.3 You agree that Lucidchart may provide you notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
23.4 You agree that if Lucidchart does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Lucidchart has the benefit of under any applicable law), this will not be deemed a formal waiver of our rights, and those rights or remedies will still be available to Lucidchart.
23.5 If any court of law having the jurisdiction to decide on this matter rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
23.6 Where Lucidchart has provided you with a translation of the English language version of the Terms, you agree that the translation is provided for your convenience only and that the English language version of the Terms will govern your relationship with Lucidchart. If there is any contradiction between the English language version of the Terms and a translation, the English language version shall take precedence.