Terms Of Use

Our Terms of Use is a contract that governs our customers' use of the Nimble Compensation services.

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DEFINITIONS.

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"Commission Management Platform" refers to the software and associated services provided by Nimble Compensation that streamline commission calculations, reporting, and management for franchised auto dealerships.

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"Customer Data" refers to any data, information, or content that is provided, uploaded, or transmitted by the Customer or its authorized users through or in connection with the use of Nimble Compensation's commission management platform and services. Customer Data may include, but is not limited to, employee information, commission structures, sales data, financial information, and another data or information that is necessary for the provision and management of commission calculations and related services by Nimble Compensation.

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"Dealership" refers to a franchised auto dealership that operates as a business entity engaged in the sale, leasing, and servicing of vehicles and related products. The dealership may encompass multiple departments, including sales, service, finance, and administration, and, typically employs commissioned employees who are eligible for compensation based on predefined commission plans.

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"Monthly Subscription Fee" refers to the recurring amount of payable by the Customer to Nimble Compensation for the usage of the commission management platform and related services.

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"Variable One-time Implementation Fee" refers to the one-time fee charged by Nimble Compensation to cover the costs associated with the implementation and setup of the commission management platform tailored to the specific needs of the Customer.

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SCOPE OF SERVICES.

Services: This Agreement sets forth the terms and conditions for Nimble Compensation's provision of its commission management platform ("Solution") to the Customer. The Solution, utilizingartificial intelligence and predictive analytics, is designed specifically for franchised auto dealerships to streamline commission calculations, reporting, and management processes ("Service"). The Service aims to demonstratethe usability, desirability, functionality, and compatibility of the Solution within the Customer's operations environment and business processes.

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Solution Overview: The Solution provided by NimbleCompensation includes access to the commission management platform, along with all associated tools, functionalities, and features necessary for the Service.The Solution is tailored to meet the specific needs of franchised auto dealerships, providing comprehensive commission plan management, automation, data import capabilities, and user-friendly interfaces for employees and managers.

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Deliverables: The deliverables for the Service encompass all components necessary for the successful implementation and utilization of the commission management platform. These may include, but arenot limited to, the following:

1. Comprehensive setup and configuration of the Solution to align with the Customer's commission plans and requirements.
2. Customized commission and bonus calculations tailored to the Customer's specific commission structure.
3. Seamless data import from Excel files, ensuring accuracy and efficiency in commission calculations.
4. Generation of easy-to-understand commission reports for all departments, facilitating financial and accounting needs.
5. Historical commission payout visibility for employees, enabling transparency and improving employee satisfaction.
6. Training and support materials to facilitate the Customer's understanding and effective usage of the Solution.

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Change Control: Any changes or modifications to the scope of the Service must be mutually agreed upon by both parties in writing.The change control process, including evaluation, approval, and documentationof changes, shall be communicated and specified separately from this Agreement.

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PAYMENT TERMS.

Engagement Fee and Pricing: The pricing structure forNimble Compensation's services shall be as follows:

1. Monthly Subscription Fee: Review Pricing Page‍
2. ImplementationFee: A one-time Implementation Fee may apply. The specific fee will be communicated and agreed upon between Nimble Compensation and the Customer during the onboarding process.

Invoicing and Payment: Nimble Compensation will invoice the Customer for services rendered in accordance with the following payment terms:

1. Invoices will be submitted on a monthly basis, on the first of each month, for the upcoming month's services.‍
2. Payment for each invoice shall be due within 30 days of the invoice date.

Payment Method: The Customer shall make all payments in the currency specified in the invoice and in a form agreed upon by both parties. Accepted payment methods may include bank transfer, electronic payment, or any other method as agreed upon between Nimble Compensation and theCustomer.

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Taxes: The Customer shall be responsible for any applicable taxes, duties, or other governmental charges arising from the services provided under this Agreement, unless otherwise specified in writing.

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Late Payment: In the event of late payment, the Customer shall be responsible for an additional interest charge of 1.5% per month on the outstanding amount. This interest charge will be applied to the unpaid balance starting from the original due date until the outstanding amount is fully settled.

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Future Price Increase: Nimble Compensation reserves the right to implement price increases for its services in the future. In the event of a price increase, Nimble Compensation will provide the Customer with at least 30 days' written notice prior to the effective date of the new pricing. TheCustomer shall have the option to accept the new pricing or terminate theAgreement without penalty within 30 days of receiving the price increase notice.

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TERM AND TERMINATION.

Duration: This Agreement shall remain in effect on a month-to-month basis, commencing on the Effective Date specified in theAgreement.

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Termination for Convenience: Either party may terminate this Agreement for any reason by providing written notice to the other party. The notice period for termination shall be as follows:

1. Customer: Thirty (30) days prior written notice by emailing [email protected].‍
2. Nimble Compensation: Thirty (30) days prior written notice.

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Effect of Termination: In the event of termination of this Agreement, the parties shall fulfill their respective payment obligations up to the effective date of termination. Any outstanding amounts or deliverables due under the terminated portion of the Agreement shall be settled within a reasonable timeframe as specified in the termination notice or as mutually agreed upon in writing.

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Survival: The provisions of this Agreement that by their nature should survive termination, including but not limited to the sections on Confidentiality, Intellectual Property, Indemnification, andLimitation of Liability, shall continue to remain in effect.

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DATA PRIVACY.

Nimble Compensation, as the Service Provider, will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. These safeguards will include measures designed to prevent unauthorized access to or disclosure of Customer Data, excluding access or disclosure by the Customer or its authorized users.

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To ensure compliance with data protection regulations,Nimble Compensation will adhere to the data processing addendum (DPA) available at as of the Effective Date. The DPA sets out the specific terms and conditions governing the processing of personal data, including provisions for data transfers from the European Economic Area (EEA),the United Kingdom, and Switzerland. The applicable Processor Binding CorporateRules and/or Standard Contractual Clauses, as described in the DPA, shall apply to the processing of such data.

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Upon receiving a request from the Customer within 30days after the effective date of termination or expiration of this Agreement, Nimble Compensation will make commercially reasonable efforts to make CustomerData available to the Customer for export or download, subject to any limitations or procedures outlined in the Agreement or required by applicable law. After the 30-day period, Nimble Compensation will have no obligation to maintain or provide any Customer Data and will, in accordance with applicable laws and regulations, delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control.

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The parties acknowledge that the protection and handling of Customer Data is subject to applicable privacy and data protection laws and regulations, and both parties agree to comply with such laws and regulations in relation to the processing of Customer Data.

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CONFIDENTIALITY AND NON-DISCLOSURE.

Proprietary Information: “Confidential Information” means all information disclosed by a party(“Disclosing Party”) to the other party (“Receiving Party”), whether orally orin writing, 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 of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However,Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to theDisclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Both parties recognize that during the course of their engagement, Service Provider may disclose confidential and proprietary information, including but not limited to trade secrets, software code, algorithms, Customer Data, technical specifications, documentation, and any other proprietary materials("Proprietary Information"). Customer acknowledges that theProprietary Information provided by Service Provider is valuable, confidential, and constitutes trade secrets.

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Obligations of Confidentiality: Customer agrees to:

1. Maintain the confidentiality of Service Provider's Proprietary Information with the same degree of care as it exercises in protecting its own confidential information of a similar nature, but in no event less than a reasonable standard of care.
2. Use the Proprietary Information solely for the purpose of fulfilling its obligations under this Agreement.
3. Not disclose, distribute, publish, or make available any Proprietary Information to any third party without the prior written consent of Service Provider, except as required by law or authorized in writing by Service Provider.

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Protection of Proprietary Information: Customer shall implement and maintain appropriate technical, physical, and administrative safeguards to protect the confidentiality and integrity of Service Provider'sProprietary Information. This includes, but is not limited to, safeguarding against unauthorized access, use, disclosure, or alteration of the ProprietaryInformation.

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Non-Reverse Engineering: Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or structure of the proprietary software provided by ServiceProvider, except to the extent expressly permitted by applicable law.

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Permitted Disclosure: Customer may disclose ServiceProvider's Proprietary Information to its employees, agents, or contractors on a "need-to-know" basis, provided that such individuals are bound by written obligations of confidentiality and are informed of the confidential and proprietary nature of the information.

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Term of Confidentiality: The obligations of confidentiality shall continue during the term of this Agreement and thereafter for an indefinite period, as the Proprietary Information may remain valuable and confidential even after the termination or expiration of this Agreement.

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Return or Destruction of Proprietary Information: Upon the request of Service Provider or upon termination or expiration of thisAgreement, Customer shall promptly return or, at Service Provider's option, destroy all copies of Service Provider's Proprietary Information in its possession or control, including any copies, extracts, or derivatives thereof.

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Non-Disclosure of Agreement: Both parties agree to keep the terms and conditions of this Agreement confidential, except to the extent necessary for the parties to enforce their rights or comply with legal obligations.

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Remedies: Customer acknowledges that any breach of this confidentiality provision may cause irreparable harm to Service Provider for which monetary damages may not be an adequate remedy. In such cases,Service Provider shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

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INTELLECTUAL PROPERTY.

Ownership: Service Provider shall retain all right, title, and interest in and to its proprietary software, technology, and intellectual property rights, including any modifications, enhancements, data, or derivative works thereof, developed or used in connection with the services provided under this Agreement ("Service Intellectual Property").

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Customer License: Service Provider grants Customer a limited, non-exclusive, non-transferable license to use the ServiceIntellectual Property solely for the purpose of receiving and utilizing the services provided under this Agreement. This license does not grant Customer any ownership rights or rights to modify, reproduce, distribute, or create derivative works of the Service Intellectual Property.

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Customer-Owned Materials: Customer retains all right, title, and interest in and to any materials, data, or information provided byCustomer to Service Provider ("Customer-Owned Materials"). Customer hereby grants Service Provider a limited license to use the Customer-OwnedMaterials solely for the purpose of providing the services under this Agreement.

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Protection of Intellectual Property: Both parties shall take reasonable measures to protect the other party's intellectual property rights. Customer agrees not to remove, alter, or obscure any copyright notices or proprietary markings on the Service Intellectual Property or other materials provided by Service Provider.

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Intellectual Property Infringement: In the event that either party becomes aware of any actual or suspected infringement or unauthorized use of the other party's intellectual property rights, they shall promptly notify the other party. The parties shall cooperate in good faith to address and resolve such infringement or unauthorized use.

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Inventions and Improvements: Any inventions, discoveries, improvements, or enhancements, whether or not patentable, developed or made by Service Provider during the course of providing the services under this Agreement shall be the sole and exclusive property ofService Provider.

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Third-Party Intellectual Property: Service Provider represents and warrants that the use of the Service Intellectual Property, as provided to Customer under this Agreement, does not infringe upon the intellectual property rights of any third party. Service Provider shall defend, indemnify, and hold Customer harmless from any claims, actions, or liabilities arising out of any alleged infringement of third-party intellectual property rights.

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Confidentiality of Intellectual Property: The obligations of confidentiality and non-disclosure set forth in this Agreement shall apply to the confidential and proprietary nature of the ServiceIntellectual Property and Customer-Owned Materials, as well as any discussions, negotiations, or documentation related to intellectual property matters.

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Survival: The provisions of this intellectual property provision shall survive the termination or expiration of this Agreement, ensuring the continued protection of the parties' intellectual property rights.

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INDEMNIFICATION.

Service Provider's Indemnification: Service Provider shall indemnify, defend, and hold Customer harmless from and against any an all claims, demands, suits, actions, liabilities, damages, costs, and expenses(including reasonable attorneys' fees) arising out of or in connection with any third-party claim that alleges the Service Provider's Software, technology, or intellectual property provided under this Agreement infringes upon any valid intellectual property rights of such third party.

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Customer's Indemnification: Customer shall indemnify, defend, and hold Service Provider harmless from and against any and all claims, demands, suits, actions, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any third-party claim that arises from:

1. Customer's use of the Service Provider's Software and Data, or any materials or data provided by Customer;
2. Customer's breach of any representation, warranty, or obligation under this Agreement;
3. Customer's violation of any applicable law or regulation.

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Indemnification Process:

1. Prompt Notice: The indemnified party shall promptly notify the indemnifying party in writing of any claim, demand, suit, or action for which indemnification is sought ("Claim"), providing all available information relating to such Claim.
2. Defense and Control: Upon receipt of the notice, the indemnifying party shall have the right to assume the defense and control of the Claim, at its own expense, with counsel reasonably acceptable to the indemnified party. The indemnified party shall reasonably cooperate with the indemnifying party in the defense of theClaim, including providing access to relevant records, information, and witnesses.
3. Settlement:The indemnifying party shall not settle any Claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed. If the indemnifying party desires to settle a Claim, it shall consult with the indemnified party in good faith and consider the indemnified party's reasonable input and interests.
4. Mitigation:The indemnified party shall promptly take all reasonable steps to mitigate any damages related to the Claim and shall cooperate in good faith with the indemnifying party's efforts to defend the Claim. The indemnified party shall not make any admissions or statements that may adversely affect the defense of the Claim without the prior written consent of the indemnifying party.
5. Expenses:The indemnifying party shall reimburse the indemnified party for all reasonable costs and expenses incurred in connection with the defense and settlement of the Claim, including attorneys' fees and court costs, provided that the indemnifying party's control of the defense has been accepted by the indemnified party in accordance with this provision.

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Limitation of Liability: The indemnification obligations set forth in this provision shall be subject to the limitations of liability specified in the Limitation of Liability provision of this Agreement.

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Survival: The provisions of this indemnification provision shall survive the termination or expiration of this Agreement, continuing to protect the parties from any claims arising out of the indemnification obligations.

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REPRESENTATIONS AND WARRANTIES.

Service Provider's Representations and Warranties:Service Provider represents and warrants to Customer that:

1. Authority: Service Provider has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
2. Compliance with Laws: The provision of services under this Agreement will comply with all applicable laws, regulations, and industry standards.
3. Intellectual Property: The Service Provider's Software and Data, as provided under thisAgreement, do not infringe upon any third-party intellectual property rights, and Service Provider has the necessary rights or licenses to use the ServiceProvider's Software and Data as required to perform the services.
4. Professionalism and Skill: The services provided by Service Provider will be performed in a professional and workmanlike manner, using reasonable care, skill, and diligence.

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Customer's Representations and Warranties: Customer represents and warrants to Service Provider that:

1. Authority: Customer has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
2. Cooperation: Customer shall cooperate with Service Provider in good faith, providing all necessary information, access, and assistance to enable Service Provider to perform its obligations under this Agreement.
3. Compliance with Laws: Customer's use of the Service Provider's Software and Data, and any data or materials provided by Customer, will comply with all applicable laws, regulations, and industry standards.

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Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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Notice of Breach: Each party shall promptly notify the other party in writing of any breach of its representations and warranties under this Agreement upon becoming aware of such breach.

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Exclusive Remedies: The parties agree that the remedies set forth in this Agreement shall be the sole and exclusive remedies for any breach of representations and warranties.

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LIMITATION OF LIABILITY.

General Limitation: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE PROVIDER DISCLAIMS ANY LIABILITY FOR ANY INDIRECT,INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSSOF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR REPUTATIONAL HARM, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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Maximum Liability: The maximum liability of theService Provider arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by Customer to Service Provider under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the liability. This limitation of liability applies to all claims, including but not limited to claims arising from breaches of contract, breaches of warranty, negligence, strict liability, misrepresentation, and any other legal theory.

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Exclusion of Certain Damages: Service Provider shall not be liable for any damages arising from or related to data privacy breaches, unauthorized access, data leaks, or any loss, corruption, or damage to data, whether caused by Service Provider, third parties, or any other events or circumstances, unless such damages directly result from the gross negligence or willful misconduct of Service Provider. Furthermore, Service Provider shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from or in connection with the use, inability to use, or performance of the Service Provider's Software or the results obtained from theService Provider's Software.

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Allocation of Risk: The limitations and exclusions of liability set forth in this provision allocate the risks between the parties.Customer acknowledges that the fees and charges reflected in this Agreement reflect this allocation of risk and the limitations of liability herein.

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Remedies:The limitation of liability set forth in this provision does not limit or affect either party's rights or remedies available under this Agreement or applicable law. In the event of a breach or failure to perform under this Agreement, the non-breaching party shall be entitled to seek specific performance, injunctive relief, or other equitable remedies, in addition to any other remedies available at law or in equity.

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Exceptions: Nothing in this provision shall exclude or limit either party's liability for:

1. Death or personal injury caused by its negligence or the negligence of its employees, agents, or subcontractors.
2. Fraud or fraudulent misrepresentation.
3. Breach of any obligations implied by applicable law.
4. Any other liability that cannot be excluded or limited under applicable law.

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Indirect Damages: In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages, regardless of the theory of liability, even if advised of the possibility of such damages.

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Third-Party Claims: Service Provider shall have no liability for any claims brought against Customer by any third party arising out of or in connection with the use of the Service Provider's Software or the provision of services, unless such claims directly result from the gross negligence or willful misconduct of Service Provider.

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Survival: The provisions of this limitation of liability provision shall survive the termination or expiration of this Agreement.

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DISPUTE RESOLUTION.

Negotiation: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement (a"Dispute"), the parties shall first attempt in good faith to resolve the Dispute amicably through negotiation. Either party may initiate the negotiation process by providing written notice to the other party, specifying the nature of the Dispute and the desired outcome.

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Mediation: If the parties are unable to resolve theDispute through negotiation within a reasonable period of time, either party may initiate mediation. The mediation shall be conducted in accordance with the rules and procedures of a mutually agreed-upon mediation provider. The mediator shall be selected by mutual agreement of the parties. The costs and fees associated with the mediation shall be shared equally by the parties unless otherwise agreed.

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Arbitration: If the Dispute is not resolved through negotiation or mediation, the Dispute shall be finally resolved by binding arbitration in accordance with the rules and procedures of a recognized arbitration provider mutually agreed upon by the parties. The arbitration shall be conducted by a single arbitrator appointed in accordance with the rules of the chosen arbitration provider. The arbitrator's decision and award shall be final and binding on the parties and enforceable in any court of competent jurisdiction. The costs and fees associated with the arbitration, including the arbitrator's fees, shall be shared equally by the parties unless otherwise ordered by the arbitrator.

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Exception for Injunctive Relief: Notwithstanding the above, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations under this Agreement or to prevent irreparable harm pending the resolution of the Dispute through negotiation, mediation, or arbitration.

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NON-SOLICITATION.

Non-Solicitation Obligation: During the term of thisAgreement and for a period of two (2) years following its termination or expiration, the Service Provider agrees that it shall not, directly or indirectly, solicit or attempt to solicit any employee, contractor, consultant, or agent of the Customer for the purpose of hiring, engaging, or otherwise enticing them away from their employment or engagement with the Customer.

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Scope of Non-Solicitation: The non-solicitation obligation shall include refraining from initiating or participating in any discussions, negotiations, or communications with the intent to recruit or solicit the employees, contractors, consultants, or agents of the Customer, whether by the Service Provider or on behalf of any other person or entity.

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Exceptions: The non-solicitation obligation set forth in this provision shall not apply to the extent that the Service Provider receives the express written consent of the Customer for specific recruit mentor solicitation activities.

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Reasonableness of Restrictions: The Service Provider acknowledges and agrees that the duration of the non-solicitation obligation, set at two (2) years, is reasonable and necessary to protect the legitimate business interests of the Customer.

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Enforcement and Remedies: In the event of a breach or threatened breach of the non-solicitation obligation, the Customer shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, without the need to post a bond or other security. The prevailing party in any dispute relating to the enforcement of the non-solicitation obligation shall be entitled to recover its reasonable attorneys' fees and costs.

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Severability: If any provision of this non-solicitation provision is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. The parties shall make good faith efforts to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the intended economic and legal purpose of such provision.

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Survival: The provisions of this non-solicitation provision shall survive the termination or expiration of this Agreement.

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GOVERNING LAW.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of New Mexico without regard to its conflict of laws provisions.

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Exclusive Jurisdiction: Any legal action or proceeding arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the state of NewMexico. The parties hereby submit to the personal jurisdiction of such courts for the purpose of any such legal action or proceeding.

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Waiver of Jury Trial: To the fullest extent permitted by applicable law, each party hereby waives its right to a trial by jury in any legal proceeding arising out of or relating to this Agreement.

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Service of Process: Each party consents to the service of process by certified mail, return receipt requested, or by any other method permitted by the applicable rules of civil procedure.

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Choice of Language: The language of this Agreement and all communications and notices relating thereto shall be in English. Any translations of this Agreement shall be for convenience purposes only, and in the event of any discrepancy or conflict between the English version and any translation, the English version shall prevail.

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ENTIRE AGREEMENT.

Entire Agreement Clause: This Agreement, including all its appendices and any subsequent Statement(s) of Work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to such subject matter.

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Integration: This Agreement represents the complete and final understanding between the parties and shall govern the rights, obligations, and responsibilities of the parties to the exclusion of any other terms or conditions, unless specifically incorporated by reference or as otherwise expressly agreed in writing by the parties.

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No Reliance on Oral Representations: Each party acknowledges and agrees that, in entering into this Agreement, it has not relied on any oral or written representations or statements, other than those expressly set forth in this Agreement or its appendices.

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Amendments or Modifications: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. Any such amendment or modification shall be specifically identified as an amendment to this Agreement and shall expressly reference the provision(s) being modified.

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Electronic Signatures: The parties agree that electronic signatures, whether digital or scanned, shall have the same legal effect as original signatures. This Agreement may be executed and delivered electronically, and the parties agree that the electronic signatures shall be binding and enforceable.

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FORCE MAJEURE.

Definition of Force Majeure: Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. For purposes of this Agreement, "Force Majeure Event"shall mean any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, government regulations, natural disasters, strikes or labor disputes, power outages, telecommunications or internet disruptions, or any other event or circumstance that is beyond the reasonable control of the party affected thereby.

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Notice of Force Majeure: The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence and expected duration of such event, providing reasonable details of the event and its anticipated impact on the performance of the affected party's obligations under this Agreement.

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Suspension of Obligations: Upon the occurrence of aForce Majeure Event, the performance of the affected party's obligations under this Agreement shall be suspended to the extent and for the duration that such performance is prevented, delayed, or hindered by the Force Majeure Event.

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Mitigation Efforts: The party affected by a Force Majeure Event shall use reasonable efforts to mitigate the effects of such event and to resume the performance of its obligations under this Agreement as soon as reasonably practicable.

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Termination Rights: If a Force Majeure Event continues for a period of sixty (60) days, either party shall have the right to terminate this Agreement by providing written notice to the other party. In such event, the termination shall be without penalty or further obligation, except for the payment of any amounts due for services rendered or expenses incurred prior to the termination.

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No Liability for Force Majeure: Neither party shall be liable to the other party for any damages, losses, costs, or expenses incurred as a result of a Force Majeure Event, except for any payment obligations that arose prior to the occurrence of the Force Majeure Event.

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Continuation of Agreement: In the event of a Force Majeure Event, this Agreement shall remain in full force and effect, except for the obligations affected by the Force Majeure Event, which shall be suspended as provided herein.

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Good Faith Cooperation: The parties shall cooperate in good faith and use their reasonable efforts to minimize the impact of a Force Majeure Event and to fulfill their respective obligations under this Agreement to the extent reasonably practicable under the circumstances.

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MODIFICATION.

Modification: This Agreement may only be modified or amended by a written agreement signed by both parties. No other course of conduct, course of dealing, or trade usage shall modify or amend this Agreement.

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Notice of Modification: Any proposed modification or amendment to this Agreement shall be communicated in writing to the other party. The party proposing the modification shall provide a detailed description of the proposed changes and the rationale for the modification.

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Mutual Agreement: Both parties shall engage in good faith discussions to evaluate and consider any proposed modifications or amendments to this Agreement. The parties shall work together to reach a mutually acceptable resolution.

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ASSIGNMENT.

Assignment by Service Provider: The Service Provider may not assign or transfer thisAgreement or any rights and obligations under this Agreement without the prior written consent of the Customer, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Service Provider shall have the right to assign or transfer this Agreement to an affiliate or to a successor entity resulting from a merger, acquisition, or other corporate organization involving the Service Provider, provided that the assignee or transferee assumes all the rights, obligations, and responsibilities of theService Provider under this Agreement.

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Assignment by Customer: The Customer may not assign or transfer this Agreement or any rights and obligations under this Agreement without the prior written consent of the Service Provider, which consent shall not be unreasonably withheld, conditioned, or delayed.

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Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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Notice of Assignment: In the event of an assignment or transfer permitted under this provision, the assigning party shall provide written notice to the other party, specifying the details of the assignment or transfer and the identity of the assignee or transferee.

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Assumption of Obligations: Any assignee or transferee of the Service Provider shall assume and be bound by all the obligations and responsibilities of the Service Provider under this Agreement. The ServiceProvider shall remain liable for any obligations and responsibilities that arose prior to the assignment or transfer.

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Prohibited Assignments: Any assignment or transfer of this Agreement or any rights and obligations under this Agreement in violation of this provision shall be null and void.

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Change of Control: In the event of a change of control of the Customer, whether by merger, acquisition, or otherwise, the Customer shall promptly notify the Service Provider in writing. The Service Provider may, at its sole discretion, terminate this Agreement upon written notice to the Customer if the change of control is reasonably determined to materially affect the performance of the Service Provider's obligations under thisAgreement.

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SEVERABILITY.

Severability Clause: If any provision of thisAgreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law.

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Modification of Invalid Provision: The parties agree that, to the extent possible, the court shall modify any invalid, illegal, or unenforceable provision to give it a valid and enforceable effect that is as similar as possible to the original intent of the provision.

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Limited Effect of Invalidity: The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect or impair the validity, legality, or enforceability of the remaining provisions.

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Severable Provisions: Each provision of this Agreement is severable from the others, and the invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the other provisions.

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Good Faith Reformation: The parties agree to act in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the intended economic and legal purpose of such provision.

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Preservation of Rights: The rights and remedies provided by this Agreement are cumulative and not exclusive, and the exercise of one right or remedy shall not preclude or waive the right to exercise any other rights or remedies available at law or in equity.

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Survival: The provisions of this severability provision shall survive the termination or expiration of this Agreement.

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WAIVER.

Waiver Clause: The failure of either party to enforce any provision of this Agreement or to exercise any rights or remedies here under shall not constitute a waiver of such provision, right, or remedy unless such waiver is explicitly stated in writing and signed by the waiving party.

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No Implied Waiver: No waiver of any provision, right, or remedy under this Agreement shall be implied from any course of conduct or failure to enforce any rights or remedies, nor shall any waiver be effective unless it is expressly stated to be a waiver and is communicated to the other party in writing.

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Limited Waiver: A waiver of any provision, right, or remedy under this Agreement shall only be effective for the specific instance and purpose for which it is given, and it shall not be construed as a waiver of any subsequent breach, default, or violation.

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Continuing Rights: The rights and remedies of the parties under this Agreement shall be cumulative and not exclusive, and the exercise of one right or remedy shall not preclude or waive the right toexercise any other rights or remedies available at law or in equity.

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Good Faith Waiver: Any waiver granted by a party shall be in good faith and shall not be interpreted as a waiver of any other provision, right, or remedy, whether similar or dissimilar, nor shall itprejudice the rights or remedies of the waiving party in any other respect.

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Written Waivers: Any waiver under this provision must be in writing and signed by the party granting the waiver. No oral or implied waiver shall be valid or binding.

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HEADINGS.

Headings for Convenience: The headings and titles used in this Agreement are for convenience purposes only and shall not affect the interpretation or construction of this Agreement.

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Reference Only: The headings are not intended to define, limit, or describe the scope or extent of any provision or the intent of the parties, but are used solely as a reference aid.

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Inclusion of Content: The headings are included to facilitate ease of reference and organization of the Agreement, and each section, subsection, or provision shall be deemed to be contained within the appropriate heading.

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No Reliance: The parties agree that no party shall rely on the headings as a definitive explanation or interpretation of the provisions contained in this Agreement.

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NOTICE.

Method of Notice: Any notice, communication, or other document required or permitted to be given under this Agreement shall be provided in writing and sent by email to the following addresses:

• Service Provider: [email protected]

Either party may change its email address for notice purposes by providing written notice to the other party in accordance with this provision.

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Deemed Receipt: Any notice sent by email shall be deemed received on the business day following the day it was sent, provided that no delivery failure or bounce-back notification is received by the sender.If a delivery failure or bounce-back notification is received, the notice shall not be deemed received unless and until it is successfully retransmitted.

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Backup Method: In the event of a technical issue or unforeseen circumstances that prevent the sending or receipt of notices byemail, the parties shall use their best efforts to promptly communicate theissue and agree on an alternative method of notice.

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Required Notices: The following notices shall be deemed essential and require prompt attention:

1. Termination or expiration notices;
2. Notices of breach or default;
3. Legal or regulatory notices affecting the performance of this Agreement;
4. Change of contact information for notice purposes.

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Language of Notices: All notices, communications, and documents provided under this Agreement shall be in the English language. Any translations of notices shall be for informational purposes only, and in the event of any discrepancy or conflict between the English version and any translation, the English version shall prevail.

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Records of Notice: Each party shall maintain records of all notices sent and received under this Agreement for a period of at least[insert time period], and upon request, shall provide copies of such records to the other party.

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Severability: If any provision of this notice provision is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby. The parties shall make good faith efforts to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the intended economic and legal purpose of such provision.

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Survival: The provisions of this notice provision shall survive the termination or expiration of this Agreement.

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COUNTERPARTS.

Execution in Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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Electronic Signatures: The parties agree that electronic signatures, whether digital or scanned, shall have the same legal effect as original signatures. The counterparts may be executed and delivered electronically, and the parties agree that the electronic signatures shall be binding and enforceable.

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Integration of Counterparts: The counterparts, when taken together, shall constitute the complete and final expression of the parties' agreement and understanding, superseding all prior negotiations, discussions, or agreements, whether written or oral, relating to the subject matter hereof.

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Delivery of Counterparts: A party may deliver its executed counterpart of this Agreement by email, facsimile, or any other reliable electronic means, and such delivery shall have the same effect as if the original counterpart had been delivered.

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Effectiveness of Counterparts: Each counterpart shall be deemed to be an original, and all counterparts together shall constitute one and the same agreement. The date of execution of this Agreement shall be deemed to be the date on which the last party executes its counterpart.

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Binding Nature: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, and legal representatives.

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