1. Definitions.

“Administrator User” means each Authorized User designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf.

“Artificial Intelligence” (or “AI”) means machine-based systems that can, for a given set of human-defined objectives, make predictions, recommendations, or decisions influencing real or virtual environments.

“Resultant Data” means data and insights generated through Respondology’s analysis of Customer’s use of the Services, provided such data is aggregated with data from other customers and anonymized so that it does not identify Customer or its users. Resultant Data may include trends, metrics, or patterns such as volume of moderated content or commonly used features. Resultant Data does not include any Customer Content that can be reverse engineered or individually identified. Respondology uses Resultant Data to gain insights and improve the features and performance of the Services through upgrades, as well as for research and development purposes to enhance future versions of the Services and develop new products.

“Authorized User” means any employee or contractor of Customer or such other person or entity authorized by Customer to access the Service.

“Customer Content” means all data and materials provided or uploaded by Customer to the SaaS Services, including, without limitation, customer data, user generated content posted from Customer Content Sources, personally identifiable information provided via Customer Content Sources, files, and graphics.

“Customer Content Sources” means any system, account, platform, application, website, forum, API, data feed, or other channel from which Customer submits or causes to be submitted content or data to the Services, including without limitation social media accounts integrated via third-party platforms and Customer-provided APIs or data feeds.

“Third-Party Platforms” means any third-party service, platform, or network with which the Services integrate or from which content or data may be accessed, including social media platforms.

“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Respondology to Customer regarding the use or operation of the SaaS Services.

“Host” means the computer equipment on which the Software is installed, which is owned and operated by Respondology or its subcontractors.

“Other Services” means all technical and non-technical services performed or delivered by Respondology under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services, and maintenance services, but excluding the SaaS Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in an Order Form and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.

“Services” means SaaS Services and Other Services, collectively.

“Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.

“SaaS Services” shall mean Respondology’s web-based software, hosted by Respondology and made available to Customer over a network on a term-use basis and may be amended, modified, or updated by Respondology in its sole discretion from time to time with or without notice to Customer.

2. SaaS Services.

Subject to the terms of this Agreement, Respondology hereby grants to Customer a nonexclusive, non-assignable, non-sublicensable, royalty free, worldwide right to access and use the SaaS Services during the Subscription Term solely for the lawful internal business purposes of Customer. Respondology may make any changes to the SaaS Services, in whole or part, that it deems necessary or useful in its sole discretion. Customer acknowledges that this Agreement is a services agreement and Respondology will not be delivering copies of the Software to Customer as part of the SaaS Services.

3. Restrictions.

Customer shall not, and shall not permit any Authorized User or other party to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than Authorized Users, (iii) use or access the SaaS Services to provide services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Respondology shall own all right, title and interest in and to the Software, SaaS Services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign, and hereby does assign, all right, title and interest it may have in the foregoing to Respondology.

4. Customer Responsibilities.

4.1. Assistance. Customer shall provide commercially reasonable information and assistance to Respondology to enable Respondology to deliver the SaaS Services. Customer acknowledges that Respondology’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.

Customer is responsible for configuring and maintaining all moderation and response settings in the platform. Respondology will not make changes to these settings except at Customer’s direction, and such changes are made solely as a service to Customer. Customer remains solely responsible for ensuring that its moderation settings align with all applicable laws, regulations, and industry guidelines.

4.2. Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Respondology exercises no control over the content of the information transmitted by Customer or its Authorized Users through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

4.3. Authorized Users’ Access. Customer may permit any Authorized Users to access and use the Services as contemplated by this Agreement, and is responsible for all use of the SaaS Services by such Authorized Users. User IDs and other access credentials cannot be shared or used by more than one Authorized User at a time. Customer shall: (a) notify Respondology immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, (b) report to Respondology immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any Authorized User, and (c) not provide false identity information to gain access to or use the SaaS Services.

4.4. Customer Content. Customer is solely responsible for collecting, inputting and updating all Customer Content stored in the SaaS Services, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, (ii) contain anything that is inaccurate, illegal, obscene, defamatory, harassing, offensive or malicious. Customer hereby grants to Respondology a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.

4.5. Rights to Data Sources. Customer represents and warrants that it has obtained and will maintain all rights, licenses, and consents necessary for Respondology to access, receive, process, and use Customer Content from any Customer Content Sources (including Customer-provided APIs or data feeds and Third-Party Platforms) as contemplated under this Agreement. Customer is solely responsible for ensuring that submission of such data to the Services complies with applicable laws and does not infringe, misappropriate, or violate the rights of any third party.

4.6. Ownership and Restrictions. As between the parties, Customer retains ownership and intellectual property rights in and to its Customer Content, and Respondology or its licensors retain all ownership and intellectual property rights to the Services, including any software, documentation, improvements, and Resultant Data.

4.7. Suggestions. Customer hereby grants to Respondology a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the Services.

5. Artificial Intelligence.

5.1. AI Functionality Disclaimer. Customer acknowledges and agrees that the software may include functionality that utilizes artificial intelligence ("AI"), machine learning, or other automated algorithmic technologies. Respondology makes no representations or warranties, express or implied, as to the accuracy, reliability, legality, or fitness for a particular purpose of any output or recommendation generated by such AI functionality. Customer remains solely responsible for verifying the accuracy and appropriateness of all AI-generated results and for any decisions made in reliance thereon.

5.2. Deployment Configurations and Customer Responsibilities. The software may provide Customer with the ability to configure AI functionality with varying levels of human oversight, including (i) review workflows in which AI-generated outputs are presented to Customer for approval before transmission, and (ii) automated workflows in which Customer may configure the software to transmit AI-generated outputs without additional human review, subject to limitations and guardrails defined by Customer. Customer is solely responsible for (a) selecting appropriate oversight levels for its use case, (b) defining and maintaining appropriate limitations, filters, and guardrails for automated workflows, (c) reviewing AI-generated outputs when using review workflows, and (d) monitoring outputs transmitted via automated workflows for quality and compliance with Customer's standards and applicable law. Respondology recommends that Customer begin with review workflows until satisfied with output quality.

5.3. Liability for AI-Generated Outputs. Respondology shall not be liable for any damages arising from AI-generated outputs, including but not limited to inaccurate, inappropriate, offensive, or non-compliant content, except to the extent that (i) Customer has implemented and consistently utilized review workflows or appropriate automated workflow guardrails as described above, (ii) Customer has fulfilled its obligations to review outputs or monitor automated transmissions as applicable, and (iii) the damages resulted from material defects in the software rather than from Customer's configuration choices, failure to review, or failure to monitor. This limitation applies only to permitted uses of the software and does not create any liability for prohibited use cases described below.

5.4. Prohibited Use Cases and No Liability for High-Risk Activities. Customer shall not use the software, including any AI functionality, in connection with any high-risk activities or mission-critical applications where failure could result in significant harm to persons or property. This includes, but is not limited to, use in healthcare diagnosis or treatment, autonomous vehicles, aviation, emergency services, nuclear operations, life support systems, or legal or financial decision-making without human oversight. Respondology expressly disclaims all liability arising from any such use.

5.5. Third-Party Content and Claims. To the extent the software utilizes or generates content based on third-party data sources or publicly available information, Respondology disclaims all liability for resulting claims of infringement, misappropriation, defamation, privacy violations, or other third-party claims, except to the extent such claims arise from Respondology’s intentional misconduct.

5.6. Customer Data and Model Training. Respondology shall not use, cause to be used, or allow any subprocessor, third-party service provider, or other vendor to use Customer Content to train or fine-tune large language models (LLMs) or other artificial intelligence systems. Customer Content may be processed by third-party AI vendors solely as necessary to deliver the software’s functionality, in accordance with this Agreement and applicable data protection laws. Such third parties are contractually prohibited from using Customer Content for training purposes, and may retain data only as needed for legal, compliance, and abuse monitoring purposes, and only for a maximum of thirty (30) days.

5.7. Evolving Legal and Regulatory Framework. Customer acknowledges that regulatory standards and legal frameworks governing the use of AI are rapidly evolving. Respondology disclaims any liability arising from compliance failures that result from Customer’s use of the software in a jurisdiction with specific AI regulations, unless such regulations were in effect, clearly applicable to Respondology, and knowingly violated by Respondology at the time of use.

6. Orders and Payment.

6.1. Orders. Customer shall order SaaS Services pursuant to an Order Form. All services acquired by Customer shall be governed exclusively by this Agreement and the applicable Order Form.

6.2. Invoicing and Payment. Unless otherwise provided in an Order Form, Respondology shall invoice Customer annually in advance prior to the term of this Agreement. Customer shall pay all undisputed invoices within thirty (30) days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to Respondology in United States Dollars.

6.3. Taxes. Respondology will pay all taxes on its income and all taxes and insurance associated with its personnel. Customer will pay all applicable sales, use, service, value-added, consumption or other such taxes associated with Customer’s receipt of Services and deliverables.

6.4. Overdue Invoices. Where any invoice is overdue by more than fifteen (15) days, without limiting its other remedies under this Agreement, Respondology may suspend the provision of services until the overdue payment is made (and any target completion dates in the contract will be adjusted accordingly to allow for the period of suspension, at no further liability to Respondology); and any amount due to Respondology will bear interest, to accrue from day-to-day at a rate of 1.5% per month, or the highest amount allowed by applicable law, whichever is lower, from the date such amount was first due until it is paid in full.

7. Term and Termination.

7.1. Term; Termination. The term of this Agreement shall begin on the Start Date as set forth on the Order Form and shall run for the duration of the SaaS Services as described. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than 30 days after receipt of notice of such breach. Notwithstanding the foregoing, Respondology may suspend or terminate Customer’s access to the Services or terminate this Agreement, (i) effective immediately on notice to Customer if Customer breaches any of its obligations under Restrictions or (ii) Customer fails to timely pay any undisputed amounts due to Respondology under this Agreement, after Respondology notifies Customer of such failure and such failure continues for fifteen (15) days.

7.2. Effect of Termination. Upon termination of this Agreement or expiration of the Subscription Term, Respondology shall immediately cease providing the Services and all usage rights granted under this SaaS Agreement shall terminate. If Respondology terminates this Agreement due to a breach by Customer, then Customer shall immediately pay to Respondology all amounts then due under this SaaS Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by Respondology, then Respondology shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date. Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may retain one archival copy of such information in the event of a subsequent dispute between the parties and Confidential Information contained in system-backup media need not be returned or destroyed so long as the backup media are maintained in confidence and are not readily accessible to users.

8. Warranties.

8.1. Warranty. Respondology represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. Provided that Customer notifies Respondology of any breach of the foregoing warranty during the term of this Agreement, Respondology shall, as Customer’s sole and exclusive remedy for such breach, use commercially reasonable efforts to correct all material errors reported by Customer.

8.2. Third-Party Platforms and Data Feeds. Respondology SaaS Services may rely on (i) authorized API access to Customer Content Sources and Third-Party Platforms, and/or (ii) APIs or data feeds provided directly by Customer. Customer acknowledges that Respondology does not control the operation or availability of Customer Content Sources, Third-Party Platforms, or Customer-provided APIs or data feeds, which may change or become unavailable without notice. Respondology shall not be liable for any Service outages, errors, omissions, or disruptions resulting from such changes, unavailability, or failures.

8.3. THE LIMITED WARRANTY SET FORTH IN THE WARRANTIES SECTION IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THE WARRANTIES SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” AND RESPONDOLOGY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RESPONDOLOGY DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT RESPONDOLOGY WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT RESPONDOLOGY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

9. Limitation of Liability.

NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF RESPONDOLOGY) SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PRODUCTION, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THIS OR ANY OTHER REMEDY OF ITS ESSENTIAL PURPOSE. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restrictions”, “Indemnification”, or “Confidentiality,” nor to a party’s gross negligence or more culpable conduct.

10. Indemnification.

10.1. Indemnification by Respondology. Respondology shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any action by a third party that Customer’s use of the SaaS Services (excluding Customer Content) in accordance with this Agreement infringes or misappropriates such third party’s patent, trademark, or other intellectual property rights. “Losses” shall be defined as all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Respondology, to the extent arising from the claim. Respondology shall have no liability for any claim based on (a) the Customer Content, (b) modification or combination of the SaaS Services not authorized by Respondology, or (c) use of the SaaS Services other than in accordance with the Documentation and this Agreement. Respondology may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.

10.2. Indemnification by Customer. Customer shall indemnify and defend Respondology and its directors, officers and employees against from and against any and all Losses incurred by Respondology, its directors, officers, or employees resulting from any action by a third party arising out of or resulting from (i) Customer Content, including the processing of any Customer Content by Respondology pursuant to this Agreement; (ii) allegation of facts that, if true, would constitute Customer’s breach of this Agreement; or (iii) negligence or willful misconduct by Customer in connection with this Agreement. In such event, Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

10.3. Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

10.4. THIS INDEMNIFICATION SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND RESPONDOLOGY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SAAS SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. Confidentiality.

11.1. Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure or the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. Respondology software (including the Software) and Documentation are deemed Confidential Information of Respondology.

11.2. Confidentiality. During the term of this SaaS Agreement and for five (5) years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

11.3. Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

12. General Provisions.

12.1. Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Respondology’s ability to provide the SaaS Services or other technology to other parties.

12.2. Personal Data. Customer hereby acknowledges and agrees that Respondology’s performance of this Agreement may require Respondology to process, transmit and/or store Customer personal data or the personal data of Customer Administrator and Authorized Users. By submitting personal data to Respondology, Customer agrees that Respondology may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Respondology to perform its obligations to under this Agreement. In relation to all Personal Data provided by or through Customer to Respondology, Customer will be responsible as sole Data Controller for complying with all data protection laws, if any, that are applicable to Respondology’s processing of personal data. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and Respondology SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any Respondology SaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by Respondology under this Agreement, including that such processing according to Customer’s instructions will not place Respondology in breach of applicable data protection laws. Prior to processing, Customer will inform Respondology about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the Respondology SaaS meets such restrictions or special requirements.

12.3. Assignment. Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Respondology may employ subcontractors in performing its duties under this Agreement, provided, however, that Respondology shall not be relieved of any obligation under this Agreement by engaging such subcontractors.

12.4. Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this SaaS Agreement.

12.5. Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

12.6. Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.

12.7. Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.

12.8. Entire Agreement. This Agreement (including all Order Forms) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

12.9. Survival. The following provisions shall survive termination or expiration of this Agreement: Restrictions; Customer Responsibilities; Orders and Payment (with respect to fees accrued but unpaid); Confidentiality; Intellectual Property Ownership; Indemnification; Limitation of Liability; Data Protection; Artificial Intelligence Functionality; and Dispute Resolution, Governing Law, Venue, and related General Provisions.

12.10. No Third-Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity, except as otherwise explicitly set forth herein.

12.11. Independent Contractors. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

12.12. Dispute Resolution. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

12.13. Law and Venue. Any suit, action or proceeding seeking to enforce any provision of or matter arising out of this Agreement shall be brought exclusively in the state or federal courts of Denver, Colorado, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding. This Agreement shall be construed in accordance with and governed by the laws of the state of Colorado.

12.14. Attorneys’ Fees. In the event of any legal action arising under or in connection with this Agreement brought by one party to the other, the prevailing party shall be entitled to payment of all its costs and reasonable attorneys’ fees incurred in connection therewith, including reasonable attorneys' fees through and including post-judgment and appellate proceedings.

12.15. Compliance with Laws. Each party shall comply with all applicable local, state, national and foreign laws in connection with its obligations hereunder.