Legal

Section 1. AGREEMENT; DEFINITIONS

1.1 Agreement. This Master Subscription and Services Agreement is made effective on the date of last signature below (the “Effective Date“) between Sayari Labs, Inc. and Customer. From time to time the Parties may execute Order Forms pursuant to which Sayari will provide Products and Services to Customer. By executing this Master Subscription and Services Agreement and an Order Form referencing or incorporating these terms or indicating acceptance in electronic form, Customer agrees to be bound by these terms, which shall be incorporated into the Order Form and, together with any other exhibits, schedules or other documents referenced herein or therein, shall form a single agreement (the “Agreement“). This Agreement grants Customer a limited license to access and use the Products.

1.2 Definitions.

“Affiliate” of a Person means any other present or future Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, where the term “control” means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise.

“Authorized Users” means Customer’s current employees, consultants, contractors, and agents (a) who are authorized or permitted by Customer to access and use the Products and/or Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Products and/or Services has been purchased hereunder; provided that, in each case, such individual is not: (a) a resident of any country subject to a United States embargo or other similar United States export restrictions; (b) on the United States Treasury Department’s list of Specifically Designated Nationals; (c) on the United States Department of Commerce’s Denied Persons List or Entity List; or (d) on any other United States export control list.

“Customer” means the Customer entity identified in the Order Form as “Customer.”

“Customer Data” means: (a) any data that Customer is permitted to submit to or through the Products for storage or processing; (b) other data, including Personal Data, that Customer or an Authorized User provides to Sayari under this Agreement; and (c) the Deliverables.

“Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

“Deliverable(s)” means the content of the reports, analyses, and other outputs of the Products that are specific to the Customer that are delivered by Sayari to Customer through the Products.

“Documentation” means any functional specifications, product documentation, or installation guides that Sayari generally makes commercially available to its customers which describe the functionality, components, and features of the Products and/or Services.

“Expert Support Services” means the expert support services (if any) set forth in the Order Form that are provided by Sayari in relation to a Product.

“Initial Term” has the meaning set forth in the “Term and Termination” section below.

“Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search).

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Products, including any updated Documentation, that Sayari may provide to Customer from time to time during the Term, which may contain error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Products or Sayari Materials.

“Order Form” means Sayari’s ordering document, executed by Sayari and Customer or an electronic or online order agreed between Sayari and Customer that references or incorporates by reference the terms of this Agreement and sets forth the Products and Services to be provided to Customer, the applicable Fees, and any other terms and conditions relating to such order (including any other exhibits, schedules and addenda, referenced in the Order Form), which, collectively with these terms, shall form the Agreement.

“Party” means Sayari or Customer; “Parties” means Sayari and Customer.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

“Personal Data” means any information provided by Customer to Sayari used to identify a specific natural person, either alone or when combined with other information that is linkable by Sayari to a specific natural person. Personal Data also includes other information provided by Customer to Sayari about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.

“Products” means the particular software-as-a-service, data feeds, information services, and other products and services, if any, to be provided to Customer by Sayari and identified in the Order Form.

“Purpose” means the purpose of operating Customer’s risk management program.

“Renewal Term” has the meaning set forth in the “Term and Termination” section below.

“Representatives” means, with respect to a Party, that Party’s employees, officers, directors, consultants, and independent contractors.

“Resultant Data” means information about Customer’s use of the Products that is: (a) aggregated and (b) anonymized to not include any Customer Confidential Information, any references to Customer or its clients, or any other information that would identify Customer or its clients.

“Sayari” means Sayari Labs, Inc.

“Sayari Marks” means trade names, trademarks, service marks, logos, trade dress, graphic designs, domain names, and other distinctive brand features owned, registered or otherwise controlled by Sayari.

“Sayari Materials” means the Products, Documentation, Sayari Systems and any and all other information, data, documents, materials, works, APIs (application programming interfaces), and other content, devices, methods, processes, software, and other technologies and inventions, including any technical or functional descriptions, requirements, or plans that are provided or used by Sayari or any of its subcontractors in connection with the Products or otherwise comprise or relate to the Products or Sayari Systems. For the avoidance of doubt, Sayari Materials include Resultant Data and any information, data or other content derived from Sayari’s monitoring of Customer’s access to or use of the Products, but do not include Customer Data.

“Sayari Systems” means the information technology infrastructure used by or on behalf of Sayari in performing the Products, including all computers, software, databases, platforms, APIs, websites, mobile applications, electronic systems (including database management systems), and networks, whether operated directly by Sayari or through the use of third-party services.

“Services” means the Standard Support Services and Expert Support Services.

“Standard Support Services” means the standard support services set forth in the Order Form that are provided by Sayari in relation to a Product.

“Term” has the meaning set forth in the “Term and Termination” section below.

“Third-Party Materials” means, other than the Sayari Materials, all materials and information in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components, of or relating to the Services, that are not proprietary to Sayari.

Section 2. PROVISION OF PRODUCTS.

2.1 Access and Use. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Sayari hereby grants Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Products during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited solely to Customer’s internal business use during the Term. All right, title, and interest in and to the Products, the Sayari Materials, and the Third-Party Materials are and will remain with Sayari and the respective rights holders in the Third-Party Materials.

2.2 Documentation License. Sayari hereby grants to Customer a non-exclusive, non-transferable, and non-sublicensable license to reproduce and use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Products. Customer may make a reasonable number of copies of the Documentation for backup and disaster recovery purposes during the Term, provided that Customer also reproduces on such copy any copyright, trademark or other proprietary markings and notices contained in the Documentation.

2.3 Changes to Products. Sayari may modify, enhance or remove features or functionality of the Products from time to time. If the changes materially reduce the overall functionality, usability, and capability of the Products, then Customer shall have the right to terminate this Agreement and shall continue to have access to the Products for the remainder of the then-current Initial Term or Renewal Term, as applicable. Sayari will update the Documentation as appropriate to reflect changes to the Products.

2.4 System Security. Sayari will take commercially reasonable technical and organizational measures designed to secure the Sayari Systems and Sayari Materials from unauthorized access, use, alteration or disclosure. Sayari shall not be liable for unauthorized third-party access to the Sayari Systems or the Sayari Materials, except to the extent caused by Sayari’s gross negligence or willful misconduct. Customer has and will retain sole control over, and sole responsibility for the operation, maintenance, management, and security of the Customer Systems.

2.5 Limitations. Customer shall (i) use the Products only for the Purpose and according to the Documentation;(ii) use commercially reasonable safeguards to prevent unauthorized access to or use of the Products and Sayari Materials; and (iii) promptly notify Sayari of any such unauthorized access or use. Customer shall cause its Authorized Users to comply with the Agreement as if they were a direct party thereto. Customer shall be responsible and liable for the acts and omissions of each Authorized User, and any such act or omission will be deemed a breach of the Agreement to the extent it would constitute such a breach if made by Customer.

2.6 Restrictions. Customer shall not, and shall not permit any Authorized User or Person to, access or use the Products or Sayari Materials in any manner or for any purpose other than the Purpose and as expressly permitted by this Agreement. Customer shall not, and shall not permit or enable any Authorized User or Person to:

(a) sublicense, distribute or otherwise grant access to or transfer the Products or Sayari Materials to any third party (except as permitted in the Section below entitled Assignment);

(b) copy, alter, create derivative works of, or otherwise modify the Products or Sayari Materials (except to the extent applicable Laws specifically prohibit such restriction);

(c) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Products or Sayari Materials or Sayari’s provision of services to any third party, in whole or in part;

(d) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Products or Sayari Materials;

(e) access or use the Products or Sayari Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law;

(f) use the Products in any manner for training or development of artificial intelligence technologies or tools or machine learning language models;

(g) use the Products in connection with artificial intelligence technologies or tools or machine learning language models to generate any data or content and/or to synthesize or combine the Products or any portion thereof with any other data or content for use or distribution to any Person other than Customer or as expressly stated in this Agreement;

(h) perform, or disclose the results of, stress tests or benchmarking testing of the Products or Sayari Materials;

(i) use the Products or Sayari Materials for competitive analysis or to build a competitive product or service; or

(j) encourage, aid or permit any Person to do any of the foregoing.

2.7 Suspension or Termination of Products. Sayari may suspend, terminate or otherwise deny Customer’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Products or Sayari Materials, without advance notice and without incurring any resulting obligation or liability, if: (a) Sayari receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Sayari to do so; (b) Sayari reasonably concludes that: (i) Customer or any Authorized User has failed to comply with any material term of this Agreement (including the payment of all Fees and other amounts then due and owing to Sayari), or accessed or used the Products beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of any of the Sayari Materials; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; (iii) there is a significant threat to the security or functionality of the Products or Sayari Systems; or (iii) this Agreement expires or is terminated. This Section 2.7 does not limit any of Sayari’s other rights or remedies, whether at law, in equity, or under this Agreement.

2.8 API License. From time to time, Customer may require integration of the Products with Customer Systems. In such cases, Sayari agrees to provide access to its application programming interface (“API“) for the Fee listed on the related Order Form. Where applicable, Sayari grants Customer a limited, non-exclusive, non-transferable, and revocable license to download and interact with the API only in connection with its use of the Products. Customer may not use the API in a manner, as reasonably determined by Sayari, that exceeds reasonable request volume or constitutes excessive usage, as determined in Sayari’s sole discretion. Notwithstanding anything herein to the contrary, the API is provided “AS IS” with no express or implied warranties.

Section 3. CUSTOMER OBLIGATIONS

3.1 Effect of Customer Failure or Delay. Sayari is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.

3.2 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity to the security or functionality of the Products or Sayari Systems, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable measures within its control to stop the activity or threatened activity and to mitigate its effects; and (b) notify Sayari of any such actual or threatened activity. If Sayari is made aware of any Customer use of the Products that may be in violation of applicable Laws or regulations, the Agreement, or third-party rights, Sayari has the right, but not the obligation, to require Customer to cease such use, or to disable Customer’s access to the Products.

3.3 Customer Service Providers. Customer may permit its third-party consultants and agents to access and use the Products as Authorized Users, provided that: (a) such access and use is solely for the benefit of Customer and within the scope of Customer’s permitted use; and (b) no such third party may be granted access as an Authorized User if such third party is a competitor of Sayari, as determined by Sayari in its reasonable discretion. Upon written request by Sayari, Customer will provide Sayari with a written list of any third parties accessing the Products on its behalf, and the nature of such third-party access and use.

3.4 Non-Solicitation. During the Term and for one (1) year after, Customer shall not, and shall not assist any other Person to, directly or indirectly, recruit or solicit for employment or engagement as an independent contractor any Person then employed or engaged by Sayari or any Subcontractor. Provided, however, that nothing herein shall preclude Customer from employing or soliciting any employee of Sayari (i) who independently responds to any public advertisement or general solicitation not specifically targeting such employee or Sayari employees in general or (ii) following the termination of an employee from employment with Sayari for any reason, provided that the Customer has not induced such employee to terminate their employment in breach of Customer’s obligations hereunder.

Section 4. SERVICES

4.1 Standard Support Services. Subject to Customer’s payment obligations under this Agreement, Sayari will provide the Standard Support Services for the Products as described in the Order Form.

4.2 Maintenance Releases.

(a) During the Term, Sayari will make available to Customer, or electronically deliver to Customer, at no additional cost, any Maintenance Release to the current version of the Products as and when Sayari generally releases or makes such Maintenance Release available to Sayari’s other customers.

(b) If Sayari electronically delivers a Maintenance Release to Customer, where applicable Customer shall promptly install the Maintenance Release on Customer’s Systems in accordance with the Documentation and as further directed by Sayari.

4.3 Training. Customer shall, at its own cost and expense, make its employees available as necessary to attend any Sayari training on the technical and functional features of the Products.

4.4 Expert Support Services. If the Order Form includes Expert Support Services, then Sayari will provide the Expert Support Services to Customer for the Fee listed in the related Order Form.

Section 5. CUSTOMER DATA.

5.1 License Grant. Customer is solely responsible for the accuracy, quality, and legality of the Customer Data, including the method by which Customer Data was acquired. Customer hereby grants to Sayari a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to subcontractors and consultants performing services on behalf of Sayari), non-transferable (subject to Section 14.6) worldwide right and license to, and to permit Sayari’s business partners (including, but not limited to, its hosting partners) to, use, copy, modify, perform, and display the Customer Data submitted, transmitted or uploaded by Customer during the Term, solely to perform Sayari’s obligations under this Agreement and for the Purpose.

5.2 Data Security and Privacy.

(a) Security. Sayari shall maintain appropriate security for the Customer Data, consistent with the security standards Sayari uses to protect its Confidential Information and consistent with industry technical and organizational standards to protect against unauthorized processing and accidental loss or damage of the Customer Data.

(b) Limited Use. Sayari will use the Customer Data solely for the purpose of providing the Products to Customer. Sayari will permanently and irrevocably delete all Customer Data stored by Sayari or its cloud hosting provider, or both, within twenty (20) days of a written request to do so from Customer, or as otherwise required by Law.

(c) Personal Data. If Customer provides Personal Data to Sayari under this Agreement, then Sayari shall comply with United States and European Union federal, national, and state laws related to data privacy in effect during the Term of this Agreement where the Personal Data subject resides, including to the extent applicable, the California Consumer Privacy Act of 2018, Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code (“CCPA“) and the laws of the European Union member states under the General Data Protection Regulation (“GDPR“).

Section 6. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

6.1 Intellectual Property.

(a) Sayari Materials. The Sayari Materials, including the Products, are the exclusive property of Sayari and constitutes valuable intellectual property and proprietary materials of Sayari. Subject to the limited rights expressly granted in this Agreement, Sayari reserves all right, title and interest in and to the Sayari Materials and all derivative works thereof, including all Intellectual Property Rights, and with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. No rights are granted to Customer except as expressly set forth in this Agreement.

(b) Customer Data. The Customer Data is the exclusive property of Customer and constitutes valuable intellectual property and proprietary materials of Customer. Customer grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Sayari to enforce this Agreement and exercise Sayari’s rights and perform Sayari’s obligations hereunder. Subject to the limited rights expressly granted in this Agreement, Customer reserves all right, title and interest in and to the Customer Data, including all Intellectual Property Rights.

(c) Deliverables. Through the Products, Sayari provides Customer and its Authorized Users with access to and use of Deliverables. Customer will own all Deliverables provided by Sayari, exclusive of any Intellectual Property Rights of Sayari embodied therein. Customer may not use the Deliverables in any manner or for any purpose other than the Purpose, and agrees that the Deliverables are for Customer’s own internal use and information. Customer shall not sell, license or otherwise commercialize any Deliverable produced by the Products to any third party. Customer has sole responsibility for all use of the Deliverables, including conclusions, decisions or actions taken by Customer based on its use of the Deliverables.

(d) Resultant Data. Sayari may use Resultant Data to compile statistical and performance information, and identify trends, related to the provision and operation of the Products. As between Sayari and Customer, all right, title and interest in Resultant Data, and all Intellectual Property Rights therein, belong to and are retained solely by Provider. Customer agrees that Sayari may use Resultant Data to the extent and in a manner permitted under applicable Law; provided that Resultant Data does not identify Customer, its Authorized Users, or any Customer Confidential Information. In the event any Intellectual Property Rights in, to or under any Resultant Data vests in Customer, Customer hereby assigns to Sayari all of its right, title and interest in and to such Resultant Data.

6.2 Feedback. Sayari shall exclusively own and have title to all suggestions, comments, improvements, ideas or other feedback or materials provided by Customer (the “Feedback”) to Sayari. Customer agrees to assign and hereby does assign to Sayari all right, title and interest in and to the Feedback; except for any Customer Data that may be incorporated therein. Sayari will exclusively own any improvements or modifications to the Products and Sayari Materials based on or derived from any Feedback, including all Intellectual Property Rights in and to the improvements and modifications.

6.3 Trademarks. Sayari owns all right, title, and interest in and to the Sayari Marks, and any goodwill arising out of the use of the Sayari Marks will remain with and belong to Sayari. Customer may not copy, imitate or use the Sayari Marks without the prior written consent of Sayari. Customer shall not remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Sayari Materials. Customer will not in any way dispute, challenge or contend the validity of the Sayari Marks or any trademark, service mark or copyright registration owned by Sayari.

6.4 Government Restricted Rights. This Section applies to Products licensed directly or indirectly by or on behalf of any government, including by any prime contractor or subcontractor. The Products and the related Sayari Materials are commercial items, were developed entirely at private expense and without the use of any government funds, and no part of the Products were first produced in the performance of any government contract. Any use, modification, reproduction, release, performance, display or disclosure of any of the Products or Sayari Materials by any government or its contractors shall be governed solely by the terms of the Agreement and shall be prohibited except to the extent expressly permitted by the terms of the Agreement, and no license in or to any Product is granted to any government or contractor under any different terms.

Section 7. FEES & PAYMENTS.

7.1 Fees. Customer shall pay Sayari the fees for the Products and Services as set forth in the Order Form (“Fees“) in accordance with this Section 7. Except as otherwise specified herein or in the Order Form, all Fees (i) shall be payable by Customer within thirty (30) days of the invoice date; and (ii) are non-refundable and non-cancellable. Sayari may change the Fees for Products and Services from time to time, which change shall become effective upon the commencement of the next Renewal Term for such Products and Services, subject to Customer’s termination and non-renewal rights as set forth in the “Term and Termination” section below; provided that Sayari will provide Customer with at least sixty (60) days’ prior written notice of any such change.

7.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Sayari’s income.

7.3 Payment. Customer shall pay all Fees and any applicable expenses pursuant to the terms set forth in the Order Form. Customer shall make all payments hereunder in US dollars to the address or account specified in the Order Form or such other address or account as Sayari may specify in writing from time to time. All amounts payable to Sayari under this Agreement shall be paid by Customer to Sayari in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason or any deduction or withholding of tax as may be required by applicable Law.

7.4 Late Payment. If Customer fails to make any payment to Sayari when due then, in addition to all other remedies that may be available:

(a) Sayari may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly;

(b) Customer shall reimburse Sayari for all reasonable costs it incurs by in collecting any late payments or interest, including attorneys’ fees, court costs, and collection fees; and

(c) if such failure continues for twenty (20) days following written notice by Sayari, Sayari may disable, withhold, suspend, or revoke its grant of a license of, or performance of services relating to, any Product and Service until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of any such action.

7.5 Expenses. Customer shall reimburse Sayari for reasonable out-of-pocket expenses, if any, incurred by Sayari in connection with performing the Products or Services.

7.6 Invoice Disputes. Customer must notify Sayari of any invoice dispute within thirty (30) days of the date of the applicable invoice and shall cooperate with Sayari in good faith in resolving any such dispute. If the Parties are unable to resolve such dispute within thirty (30) days after Customer’s notice of the dispute, each Party shall have the right to seek any remedies it may have under this Agreement, at law or in equity. For the avoidance of doubt, any undisputed amount must be paid in full. Sayari may accept any payment in any amount without prejudice to Sayari’s right to recover the balance of any amount due or to pursue any other right or remedy. Customer shall pay all of Sayari’s reasonable fees, costs, and expenses (including reasonable attorneys’ fees) if a legal proceeding is required to collect outstanding undisputed balances.

Section 8. TERM AND TERMINATION

8.1 Term. The Agreement shall commence on the Effective Date and will remain in effect unless otherwise terminated in accordance with this Agreement. The initial term of a subscription purchased on an Order Form (the “Initial Term“) shall be one (1) year unless otherwise agreed in the Order Form. Following the Initial Term, the term of each subscription shall automatically renew for successive periods equal to one (1) year each (or such longer term as specified on the Order Form) (each, a “Renewal Term“), unless either Sayari or Customer gives written notice of non-renewal to the other Party at least thirty (30) days prior to the first day of any such Renewal Term. The Initial Term and the Renewal Term(s) (if any) are referred to collectively as the “Term.”

8.2 Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

(a) Sayari may terminate this Agreement, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Sayari’s delivery of written notice thereof;

(b) Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach;

(c) The Parties may terminate this Agreement by mutual written agreement; and

(d) Either Party may terminate this Agreement, effective immediately, if the other Party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

8.3 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in Section 9.5 (Retention Policies) below or elsewhere in the Agreement:

(a) all rights, licenses, and authorizations granted by either Party to the other hereunder will immediately terminate;

(b) Sayari shall immediately cease all use of any Customer Data or Customer’s Confidential Information and, subject to Section 8.3(d) below, (i) promptly return to Customer, or at Customer’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer’s Confidential Information; and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all Sayari Systems;

(c) Customer shall immediately cease all use of any Products, Sayari Materials and Third-Party Materials and (i) promptly return to Sayari, or at Sayari’s written request destroy, all documents and tangible materials (excluding the Deliverables) containing, reflecting, incorporating or based on any Sayari Materials, Third-Party Materials or Sayari’s Confidential Information; and (ii) permanently erase all Products, Sayari Materials, Third-Party Materials and Sayari’s Confidential Information from all Customer Systems;

(d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information solely to the extent and for so long as required by applicable Law; (ii) Sayari may also retain Customer Confidential Information that is Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted on Sayari’s routine data deletion cadence; provided further that all information and materials described in this Section 8.3(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;

(e) Sayari may disable all Customer and Authorized User access to the Sayari Materials;

(f) if Customer terminates this Agreement pursuant to Section 8.2(b), Sayari shall refund to Customer, within 30 days after the effective date of such termination, any amounts Customer has paid in advance for Products that Sayari has
not performed as of the effective date of termination;

(g) if Sayari terminates this Agreement pursuant to Section 8.2(a) or Section 8.2(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid service charges and reimbursable expenses, within thirty (30) days after the effective date of such termination.

8.4 Effect on Order Form. Upon termination of any Order Form (but not this Agreement in its entirety) under this Section 8, this Agreement will remain in effect and continue to apply to all then-outstanding Order Forms. Any Order Form in effect as of the termination of this Agreement will continue in effect until the Order Form expires or terminates in accordance with its terms or this Section 8, as applicable.

8.5 Survival. Provisions of this Agreement that by their nature are intended to survive, will continue to apply in accordance with their terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability, and the provisions of the section entitled Miscellaneous.

Section 9. CONFIDENTIALITY

9.1 Confidential Information. In connection with this Agreement each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject to Section 9.2, “Confidential Information” includes, without limitation: (a) the existence and terms of and any information relating to this Agreement; (b) information in any form or medium (whether oral, written, electronic or other) and whether or not marked, designated or otherwise identified as “confidential,” that the Disclosing Party considers confidential or proprietary relating to its past, present, and future business affairs, including, without limitation, finances, customer information, supplier information, employee information, products, services, organizational structure and internal practices, forecasts, sales and financial results, records and budgets, and business, marketing, development, sales and other commercial plans and strategies; (c) designs, specifications, documentation, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions; (d) inventions, ideas, methods, discoveries, trade secrets, know-how, and other confidential intellectual property; (e) personally identifiable information; (f) third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party; and (g) notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials, however recorded, prepared by the Receiving Party or its Representatives containing or based, in whole or in part, on any information described above.

9.2 Exclusions. Except for personal information or any third-party information that the Receiving Party is under a contractual or other binding obligation to maintain in confidence, Confidential Information does not include information that: (a) was already known by, or in the possession of, the Receiving Party without restriction on use or disclosure prior to the disclosure of such information by the Disclosing Party; (b) at the time of disclosure is, or thereafter becomes, publicly known other than by breach of this Agreement by, or other wrongful act of, the Receiving Party or any of its Representatives; (c) at the time of disclosure is, or thereafter becomes, available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party, to the Receiving Party’s knowledge, is not and was not prohibited from disclosing such information by a legal, fiduciary, contractual or other obligation to the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

9.3 Protection of Confidential Information. Receiving Party’s obligation to protect Confidential Information shall survive the termination or expiration of this Agreement for three (3) years; except that Receiving Party’s obligation to protect Confidential Information that is a trade secret shall survive in perpetuity. As a condition to being provided with any disclosure of or access to Confidential Information the Receiving Party shall:

(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(b) except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under Section 9.1 and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9;

(c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;

(d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and use its best efforts and cooperate with the Disclosing Party to prevent further unauthorized use or disclosure;

(e) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 9; and

(f) Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives are compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.3 and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose.

9.5 Retention Policies. The Agreement does not require a Receiving Party to return or destroy any such portions of the Disclosing Party’s Confidential Information that constitute electronic data that is generally inaccessible or that has been stored on the Receiving Party’s backup systems in the ordinary course of business as part of standard backup procedures, but only to the extent that such Confidential Information is only accessible by person(s) whose function is primarily information technology, and provided that such person(s) only have limited access to such Confidential Information to enable the performance of such information technology duties. In addition, the Receiving Party may retain one (1) copy of any such Confidential Information as is necessary to comply with applicable audit, legal or regulatory requirements, professional obligations and standards and internal document retention policies, provided any such Confidential Information may only be accessed for such purposes and may not be used for any other purpose whatsoever (including, but not limited to, any production or commercial purpose).

Section 10. LIMITED WARRANTIES AND REMEDIES

10.1 General Warranties. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the authority to enter into and perform under this Agreement; (c) the execution of this Agreement by its Representative has been duly authorized by such Party; and (d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party.

10.2 Services Warranty. Sayari represents and warrants that during the Term, the Services, if any, will be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards, using Sayari personnel having the appropriate background and skills. Customer’s sole and exclusive remedy and Sayari’s entire liability for a breach of the foregoing warranty is to re-perform the Services.

10.3 Exceptions. The warranties in Sections 10.2 and 10.3 do not apply to: (a) any component of the Product that has been used in a manner other than as set forth in the Documentation and authorized under this Agreement, to the extent such improper use causes the Product to be nonconforming; (b) modification of the Sayari Materials by any party other than Sayari; or (c) Force Majeure or any other type of catastrophic damage. Any claim submitted under Sections 10.2 or

10.3 must be submitted in writing to Sayari during the warranty period. No oral or written information or advice given by Sayari or any of its Representatives shall constitute a representation or warranty unless such information or advice is expressly incorporated into the Agreement by a written agreement between the Parties.

10.4 Customer Warranty. Customer warrants to Sayari that Customer owns or otherwise has and will have the necessary rights and consents in and relating to any Customer Data so that, as received by Sayari and processed in accordance with this Agreement, the Customer Data does not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

10.5 Disclaimers.

(a) ANY EXPRESS WARRANTIES AS MAY BE SET FORTH IN THE AGREEMENT ARE THE ONLY REPRESENTATIONS AND WARRANTIES CONCERNING THE PRODUCTS, SERVICES AND DELIVERABLES. EXCEPT AS EXPRESSLY FORTH HEREIN, THE SAYARI PRODUCTS, SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS-IS” BASIS AND SAYARI EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, AND THE IMPLIED WARRANTIES OF NON-INFRINGEMENT (SUCH WARRANTY WITH RESPECT TO DELIVERABLES ONLY), MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF SAYARI HAS BEEN INFORMED OF SUCH PURPOSE, OR ANY REPRESENTATIONS AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. THE PRODUCTS AND SERVICES OR ANY DERIVATIVES THEREOF DO NOT CONSTITUTE INVESTMENT ADVICE AND ANY REFERENCE TO A PARTICULAR INVESTMENT OR SECURITY, A CREDIT RATING OR ANY OBSERVATION CONCERNING A SECURITY OR INVESTMENT PROVIDED VIA THE PRODUCTS OR SERVICES IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SUCH IVNESTMENT OR SECURITY OR MAKE ANY OTHER INVESTMENT DECISIONS.

(b) SAYARI SHALL NOT BE RESPONSIBLE FOR ANY RESULTS OF THE USE OF THE PRODUCTS, SERVICES OR DELIVERABLES BY CLIENT AND/OR AUTHORIZED USERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAYARI DOES NOT WARRANT OR GUARANTEE THAT THE PRODUCTS, SERVICES OR DELIVERABLES WILL ACCURATELY PREDICT COUNTERPARTY RISK OR PREVENT FAULTY DECISIONS REGARDING RISK MANAGEMENT OR OTHER BUSINESS ACTIVITIES, NOR SHALL SAYARI BE RESPONSIBLE FOR THE CONSEQUENCES OF ANY SUCH DECISIONS. SAYARI MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO INTERFERENCE, BANDWIDTH, INTERRUPTION, OUTAGE, OR QUALITY OR SPEED OF ACCESS OR TRANSMISSION OF DATA OR THAT THE OPERATION OF THE PRODUCT WILL BE FREE FROM BUGS, ERRORS, DEFECTS, OR DEFICIENCIES. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. NO REPRESENTATIVE OF SAYARI IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF SAYARI AS SET FORTH HEREIN. CUSTOMER ACKNOWLEDGES THAT THE DISCLAIMERS IN THIS SECTION 10.6 ARE A MATERIAL PART OF THIS AGREEMENT, AND SAYARI WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH DISCLAIMERS.

Section 11. INDEMNIFICATION

11.1 IP Indemnification by Sayari.

(a) Sayari will, at its expense, either defend Customer from or settle any claim, demand, suit or proceeding brought by a third party (“Claim”) against Customer alleging that Customer’s use of the Products in accordance with this Agreement infringes or misappropriates such third party’s United States patent, copyright, trademark or trade secret Intellectual Property Rights.

(b) Sayari will indemnify Customer from and pay: (i) all damages, costs, and attorneys’ fees finally awarded against Customer in a Claim under Section 11.1(a), (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Customer in connection with the defense of a Claim under Section 11.1(a) (other than attorneys’ fees and costs incurred without Sayari’s consent after Sayari has accepted defense of the Claim); and (iii) all amounts that Sayari agrees to pay to any third party to settle a Claim under Section 11.1(a). Further, should the Products become, or in Sayari’s opinion is likely to become, the subject of a claim of infringement or misappropriation Sayari may, at its option and expense: (i) obtain a license to permit Customer to continue using the Products or Deliverable according to the terms of this Agreement; (ii) modify or replace the relevant portion(s) of the Products with a non-infringing or non-misappropriating alternative having substantially equivalent performance within a reasonable period of time; or (iii) terminate this Agreement by providing notice to Customer, and provide Customer with a refund of any pre-paid fees for the Products on a pro rata basis for the remaining Term.

(c) Sayari’s indemnity obligation will not apply to the extent any infringement or misappropriation arises as a result of: (i) use of Customer Data in connection with any of the Products or Deliverables; (ii) Third-Party Materials; (iii) the combination, operation or use of the Products with software or systems not provided by Sayari where use of the Products provided hereunder by themselves would not be infringing; (iv) any modification of the Products or Deliverables by any party other than Sayari; or (v) any failure of Customer to comply with this Agreement or other unauthorized or improper use of the Products or Deliverables.

11.2 Indemnification by Customer.

(a) Customer will, at its expense, either defend Sayari and its Representatives from or settle any Claim brought by a third party against Sayari and/or its Representatives caused by or arising out of: (i) Customer Data, including Sayari’s use of Customer Data in accordance with this Agreement; (ii) Customer’s breach of Section 2.6 above (Restrictions); (iii) Customer’s use of the Platform or Deliverables in violation of this Agreement; (iv) Customer’s violation of any terms and conditions related to and/or governing use of any Third Party Materials; or (v) Customer’s violation of applicable Law.

(b) Customer will indemnify Sayari and its Representatives from and pay: (i) all damages, costs, and attorneys’ fees finally awarded against Sayari and its Representatives in a Claim under Section 11.2(a); (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Sayari and its Representatives in connection with the defense of a Claim under Section 11.2(a) (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of the Claim); and (iii) all amounts that Customer agrees to pay to any third party to settle a Claim under Section 11.2(a).

11.3 Indemnification Process. The indemnified Party (“Indemnitee”) will promptly notify the indemnifying Party (“Indemnitor”) of any claim subject to this Section 11, but the Indemnitee’s failure to promptly notify the Indemnitor will only affect the Indemnitor’s obligations under this Section to the extent that such failure prejudices the Indemnitor’s ability to defend the Claim. The Indemnitor may: (a) use counsel of its own choosing to defend against any Claim; and (b) settle the Claim as the Indemnitor deems appropriate (except that the Indemnitor may not settle any Claim unless the settlement unconditionally releases the Indemnitee of all liability related to the Claim). The Indemnitee shall provide the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim. If the Indemnitor fails or refuses to assume control of the defense of the Claim, the Indemnitee shall have the right, but not the obligation, to defend against such Claim, including settling the Claim after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate.

11.4 Exclusive Remedy. A Party’s defense and indemnification obligations described in this Section are the Indemnitor’s sole liability to, and the Indemnitee’s exclusive remedy against, the other Party for a third-party Claim set forth in this Section.

Section 12. LIMITATIONS OF LIABILITY

12.1 Exclusions of Liability. EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY) OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR A PARTY’S OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION) OR CUSTOMER’S BREACH OF SECTION 2.6 (RESTRICTIONS), IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, REMOTE, SPECULATIVE, COVER, PUNITIVE OR EXEMPLARY DAMAGES, (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES.

12.2 General Limitation. EXCEPT FOR EITHER PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY) OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR A PARTY’S OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION) OR CUSTOMER’S BREACH OF SECTION 2.6 (RESTRICTIONS), IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR AGGREGATE DAMAGES IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO SAYARI UNDER THE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE, REGARDLESS OF THE CAUSE OF THE DAMAGE OR THE THEORY OF LIABILITY, OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 By Amount for Certain Matters. EACH PARTY’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH SUCH PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 9 (CONFIDENTIALITY) SHALL NOT EXCEED USD ONE MILLION DOLLARS ($1,000,000).

12.4 Exclusions. No limitation of liability in this Agreement, whether through the exclusion of certain types of damages, a cap on the amount of damages, or other limitation, applies to (i) either Party’s liability for violation of the other Party’s Intellectual Property Rights, gross negligence, intentional misconduct, death or personal injury, or (ii) Customer’s liability for damages or losses resulting from its breach of any usage restrictions under the Agreement or Order Form.

12.5 Allocation of Risk. The Parties agree that the limitations specified in this Section 12 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. Each Party acknowledges that the foregoing limitations are an essential element of this Agreement and a reasonable allocation of risk between the Parties and that in the absence of such limitations the pricing and other terms set forth in this Agreement would be substantially different.

Section 13. DISPUTES

13.1 Informal Dispute Resolution. If a dispute arises between the Parties, then the Parties will use reasonable efforts to resolve the dispute through negotiation. If such negotiations result in an agreement in principle to settle the dispute Parties shall cause a written settlement agreement to be prepared, signed and dated, whereupon the dispute shall be deemed settled, and not subject to further dispute resolution.

13.2 Unresolved Disputes; Waiver of Jury Trial. Upon the Parties’ mutual written agreement, any dispute under this Agreement may be submitted for resolution to mediation to occur at a mutually agreed upon location. The Parties reserve all rights to adjudicate any dispute not submitted to mediation hereunder, in any court of competent jurisdiction located in in New Castle County, State of Delaware, USA; provided, however, that each Party hereby waives the right to a trial by jury in any such action.

13.3 Exception for Injunctive Relief. The Parties acknowledge that any breach of the confidentiality provisions herein or the unauthorized use of a Party’s intellectual property may result in serious and irreparable injury to the aggrieved Party for which damages may not adequately compensate the aggrieved Party. The Parties agree, therefore, that, in addition to the dispute resolution process described above and any other remedy that the aggrieved Party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.

Section 14. MISCELLANEOUS

14.1 Logo Use. Sayari may use Customer’s name and logo in listings of Sayari’s customers on the website located at www.sayari.com and in other materials or disclosures for marketing purposes. Customer may request that Sayari cease or modify any use of Customer’s name or logo by providing notice to Sayari.

14.2 Force Majeure.

(a) No Breach or Default. In no event will a Party be liable to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligation to make payments), when and to the extent such failure or delay is caused by any circumstances beyond a Party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the Effective Date, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota, or other restriction or prohibition, or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of sixty (60) days or more.

(b) Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

14.3 Export. The Products, Sayari Materials, and related technology are subject to applicable United States export laws and regulations. Customer must comply with all applicable United States and international export laws and regulations with respect to the Products, Sayari Materials, and related technology. Without limitation, Customer may not export, re-export or otherwise transfer the Products, Sayari Materials or related technology, without a United States government license: (a) to any person or entity on any United States export control list; (b) to any country subject to United States sanctions; or (c) for any prohibited end use.

14.4 Anti-Corruption. Customer has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any Sayari personnel or agents in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If Customer becomes aware of any violation of the above restriction, Customer will promptly notify Sayari.

14.5 Independent Contractors. Each Party is an independent contractor and not a partner or agent of the other. This Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligations or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.

14.6 Assignment. Except as set forth in this Section, neither Party shall assign, delegate or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Customer may assign, without such consent but upon written notice, its rights and obligations under this Agreement to its Affiliate. Either Party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation or otherwise. Any other attempted assignment shall be void. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by, any permitted assignee.

14.7 Applicable Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Delaware without regard to any conflicts-of-law provisions or choice of law provisions of the State of Delaware or of any other jurisdiction which provisions (if applied) would result in the application of the laws of any other jurisdiction other than of the State of Delaware. The sole and exclusive personal jurisdiction and venue for any legal proceedings in connection with this Agreement shall be in the federal court in the U.S. District of Delaware and state court in New Castle County, Delaware. The Parties waive any objections related to such jurisdictions and venues. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement.

14.8 Notice. Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other notices required by this Agreement will be in writing and given by personal delivery, by pre-paid first-class mail or by overnight courier to the address specified on the Order Form (or such other address as may be specified in writing in accordance with this Section).

14.9 Further Assurances. Upon a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.

14.10 Entire Agreement. This Agreement, including any attachments and exhibits, constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the Order Form; (ii) this Master Subscription and Services Agreement; and (iii) the Documentation. No modification, amendment or waiver of any provision of this Agreement will be effective unless it exists in writing and is signed by the Party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.