These Terms of Use (“Terms of Use”) set forth the terms and conditions pursuant to which ScaleVoice, Inc. (“Provider”) will provide and the Customer identified in the applicable Work Order (“Customer”) may access and/or use the Software and the Services (as defined below). The agreement between Provider and Customer consists of: (a) any Work Orders executed by Provider and Customer, (b) these Terms of Use, and (c) any statements o f work as may be mutually agreed upon and executed by the Parties and referenced in a Work Order, each as hereby incorporated and made a part of this Agreement (collectively, the “Agreement”). Customer and Provider may be referred to herein together as “Parties” and each of them separately as “Party”. By accepting a Work Order (or by any (even partial) performance or action under the Work Order), the Customer acknowledges th at it has read, agreed, and will comply with these Terms of Use.

The Parties agree that, unless mutually agreed upon in writing in an executed Work Order, no additional terms or conditions in an ordering document, purchase order or other Customer-provided document shall apply to the provision of Software or Services hereunder.

PLEASE READ THESE TERMS OF USE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND THEREBY. IF THE CUSTOMER DOES NOT AGREE TO THESE TERMS OF USE, THE CUSTOMER IS NOT ENTITLED TO USE THE SERVICES.

1. Definitions and Interpretation

For the purposes of these Terms of Use, the following capitalized terms have the meanings defined below: "Access Credentials" means the usernames, passwords and other credentials enabling access to the Services; “Affiliate” means: (i) in relation to a legal entity (a) any person directly or indirectly controlling such legal entity, (b) any person directly or indirectly controlled by such legal entity, or (c) any person under common control with such legal entity or (d) members of the corporate bodies of such persons; (ii) in relation to a person that is an individual, a person connected to such person; from time to time; "AI Systems" means machine learning and other artificial intelligence systems, tools, applications, algorithms and/or models; “Authorized Users” means any person authorized to access and use the Software and/or the Services by the Customer, whether in a production or non-production environment, at any given time regardless if any other person is actively using the Software and/or the Services; “Business Day” means any day (other than a Saturday or Sunday) on which banks are open for general business in the Czech Republic and the United States; “Customer Data” means the data, works and materials in the Customer’s calls, facsimiles, messages, voicemails, voice recordings, shared files, conferences, call meta-data, configuration data, or other communications uploaded, transmitted or stored through the Services, Platform and/or the Software, or otherwise supplied by the Customer or Authorized Users to the Provider for uploading to, transmission by or storage through the Services, Platform and/or the Software; “Component Supplier” has the meaning set forth in Article 6.1; “Confidential Information” has the meaning set forth in Article 9.1;; “Deployment Solution” has the meaning set forth in Article 4.9; “Fee” means any fee to be paid by the Customer to the Provider hereunder; “Force Majeure” means an event the cause of which is beyond the reasonable control of the Party, such as wars, civil disturbances, natural disasters, pandemics, strikes or other disruptions of work (whether partial or complete), laws, ordinances, GDPR or decisions of governmental authorities (including the courts), or delays or outages caused by an internet service provider or independent host; “Invoice” has the meaning set forth in Article 5.2; “Intellectual Property” means any and all intellectual property rights under the law of any jurisdiction including, without limitation, patents, inventions, patent applications, trademarks, service marks, trade names, and the goodwill associated therewith, copyrights, other rights in works of authorship, trade secrets, and know-how, in each case whether registered, registrable or not, and including applications and rights to apply for any of the foregoing and all forms of protection of a similar nature. “License” has the meaning set forth in Article 6.1; “Platform" means the platform managed by the Provider and used by the Provider to provide the Services, including the application and database software for the Services; “Services” has the meaning set out in Article 2 and means any Services made available to the Customer by the Provider from time to time under this Agreement relating primarily but not exclusively to the Software; “Software” means software specified in the Work Order; “Source Code” means the uncompiled source code of the Software and Platform; “Third-Party Components” has the meaning set forth in Article 6.1; “Work Order” has the meaning set forth in Article 3.1.

2. Description of the Services

The Provider will provide BDC automation services to the Customer in order to enhance sales operations through advanced AI and automation solutions. The Services generally include: sourcing vehicles via Carra AI; facilitating scheduled appointments; providing detailed reports of Customer interactions. A non-exhaustive description of the services is available on https://www.scalevoice.ai/ and https://www.carra.ai/. The Services may be further specified or limited in the Work Order.

3. Work Orders and acceptance of Services

3.1 The Customer may order Services from the Provider by entering into a Work Order with Provider in accordance with this Agreement. The Customer may place the Work Order by sending it in writing or via electronic means to the Provider. The Provider is not obliged to accept any received Work Order and reserves the right to reject all received Work Orders.

3.2 Each Work Order must contain at least the following details: (i) due specification of the Services; (ii) proposal for any deviations from these Terms of Use; (iii) any other information related to the Services and conditions for their provision.

3.3 The Work Order, as amended by the Parties, is accepted upon confirmation by the Provider and mutual execution by the Parties. If the Customer wishes to negotiate the terms of the Work Order, the Customer will inform the Provider about such a fact without undue delay after the receipt of the Work Order. Any amendments to the terms of the Work Order are subject to the Provider’s written confirmation. The Provider will provide the Services subject to the terms set out in the accepted Work Order and herein.

3.4 In the case of Customer, each Work Order may be signed by Customer or any of its Affiliates, provided Customer will remain jointly and severally liable for any and all actions or omissions of its Affiliates in connection with this Agreement.

4. Accessibility of Software and Services; Deployment Solution

4.1 The Provider shall provide the Services mainly by remote access (off-site). The Customer shall provide the Provider with all necessary cooperation for the provision of the Services via remote access.

4.2 The Provider shall operate the Software through its own technological means (including provision of all required environments as set out in the Work Order).

4.3 The Provider shall provide to the Customer the Access Credentials necessary to enable the Customer to access and use the Services. The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorized person or application may gain access to the Services by means of the Access Credentials.

4.4 The Provider may modify, enhance and/or replace features of the Services from time to time, with or without notice to the Customer, provided it will not materially reduce the key functions, features, and/or the security of the Services during the duration of the Agreement without obtaining Customer’s pre-approval. The Customer’s pre- approval is not required in the event such modifications, enhancements, or replacements are required by applicable law.

4.5 The Customer acknowledges and agrees that the standard functioning of the Services is dependent on the Customer maintaining adequate access to the Internet, the availability of an adequate power supply, and the use of correct equipment configuration. The Customer also acknowledges and agrees that a number of factors outside of the Provider’s control may impact the quality and the access and/use of the Services, including but not limited to: Customer’s local network, public Internet lines, the public switched telephone network, Customer’s Internet service supplier and/or local network hardware. The Provider takes no responsibility and will not be liable for any disruption, interruption, or delay caused by any failure in any of these items or any other item over which the Provider has no control.

4.6 The Customer will be responsible for all communications and data, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind entered through the Services, Platform and/or the Software (including data relating to the Customer's end customers, i.e. any customer of the (i) Customer or (ii) any company that will use the Software or Services). Any and all communications and data transmitted via the Customer will be deemed to have been sent by the Customer. The Provider may terminate any of the Services and/or this Agreement if the Provider believes in its sole discretion that the Customer has breached its obligations contained in this Article 4.6. To the extent permissible by applicable law, the Customer will be liable for any and all expenses, damages, losses, and costs, including reporting costs, notice costs, recovery and remediation of data security system issues, usage charges and fines, fees, civil judgments, and reasonable attorneys’ fees resulting from Customer’s failure to safeguard information and data exchanged during the provision of the Services.

4.7 The Customer will be responsible for ensuring that its use of the Services and Software complies with all applicable laws, including without limitation the CAN-SPAM Act, incorporation of processes for compliance with the National Do Not Call Registry and laws governing telemarketing and contacting Customer's end customers in connection with the use of the Software or Services. The Customer will be responsible and liable for any event where a person is contacted via the Software based on the Customer's command or input in violation of applicable laws.

4.8 The Provider may be required to suspend access and/or use of the Services to enable maintenance, upgrading, and improvements operations of the Software, Platform and/or Services, including in the event of an emergency. The Provider will endeavour to provide the Customer with advance notice where practicable and carry out such maintenance, where possible, outside of regular business hours.

4.9 The Software is deployed for use by the Customer on the cloud service of a third party provider (cloud solution) - the specification of the third party provider will be provided upon request. The Provider uses the third party provider for its various customers, i.e. as a multi-tenant solution (SaaS) (“Deployment Solution”).

5. Fee

5.1 The Customer will pay the fee to the Provider as specified in the Work Order (“Fee”).

5.2 Fees will be invoiced by Provider monthly in arrears. Customer shall pay the Fees as invoiced directly to the Provider’s bank account specified by the Provider in the Work Order. All Fees herein are exclusive of sales and applicable taxes, levy, banking fees or similar third party payment provider fees, which shall be paid by Customer. If any undisputed amount is unpaid by more than 10 days past the due date, Customer may be subject to a finance charge payable to Provider at the lesser of 18% per annum or the maximum rate allowable per applicable law on all such past due amounts and Provider may, without limitation of Provider’s other rights or remedies, suspend Customer’s access to the Services.

6. Intellectual Property Rights

6.1 During the term of this Agreement (as specified in a Work Order) and subject to the terms and conditions herein, Provider hereby grants to the Customer, a limited; non-exclusive; non-transferable and non-sublicensable right to access and use the Services solely for its own business purposes in the use of its sales operations (“License”). The Customer acknowledges that the Software consists of proprietary components and Intellectual Property of third parties (“Component Supplier” or “Component Suppliers”) that are not covered by the License (“Third-Party Components”). In such a case, the relationship between the Customer and the Component Supplier to the Third-Party Components is governed by the business terms of use of the respective Component Supplier. To the extent required by the license that accompanies the Third-Party Components, the terms of such a license will apply in lieu of the terms of this Agreement with respect to such Third-Party Components, including, without limitation, any provisions governing access to the Source Code, modification or reverse engineering. The Provider will provide a list of Third-Party Components to the Customer upon request.

7. Permitted Usage

7.1 The Customer undertakes to ensure that the Software and Platform will be used by the Customer and the Authorized Users only in a way that is expressly permitted herein.

7.2 The Customer undertakes to ensure that the Customer and the Authorized Users will not, inter alia: (i) use, modify, reproduce, translate, distribute, combine, compile, refer to, link, publish, create derivative works of, communicate to the public or otherwise use the Services, Software, Platform, their content or the Third-Party Components in any way, scope or manner that is in violation of this Agreement and/or applicable legal regulations; (ii) circumvent, disrupt or interfere with any technological or security measures contained in the Services, Software or Platform; (iii) decompose, disintegrate or reverse engineer encrypted or unencrypted portions of the Source Code; (iv) directly or indirectly sublicense, resell, rent, distribute, offer, commercialize, or otherwise transfer any right to the Services or Software, or provide the right to use the Services, Software or works derived from the Services or Software to third parties in violation of this Agreement or the applicable legal regulations of the relevant jurisdictions; (v) use the Services, Software or Platform to enable unauthorized access to any service, data, account or network of a third party; (vi) allow access to the Services, Software or Platform to or through unauthorized third-party applications; (vii) publicly disseminate Services information or analyses regarding the Software without the prior consent of the Provider; (viii) use the Services, Software or Platform to directly or indirectly develop a product which is in competition with the Software; (ix) modify any information on the Intellectual Property or other proprietary rights in the Services, Software or make any alteration to the Platform; (x) use the name, logos or other trademarks, that is used in connection with the Services, Software or its content without the Provider’s prior consent; (xi) conduct or request that any other person conduct any load testing or penetration testing on the Services, Platform or Services; and (xii) directly or indirectly assert or authorize, assist or encourage any third party to assert, against the Provider or any of its Affiliates, clients, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim in relation to use of the Software or provision of the Services hereunder.

7.3 The Customer acknowledges and agrees that the Provider is entitled to use all Customer Data, materials, data and information (including business information, CRM databases, end customer data) that will be inserted by the Customer and its Authorized Users into the Software or Platform (“Content”) for all purposes that are necessary to ensure the proper functionality and use of the Software by the Customer and the Authorized Users.

7.4 The Customer hereby grants to the Provider a non-exclusive, irrevocable, perpetual, worldwide and royalty-free licence to: (a) copy, store and transmit the Content; (b) edit, translate and create derivative works of the Content; and (c) distribute and publish the Content to the extent reasonably required for the performance of the obligations and the exercise of the rights of the Provider under this Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers.

7.5 The Customer hereby grants to the Provider a non-exclusive, irrevocable, perpetual, worldwide and royalty-free licence to use the Content for the purposes of creating, generating, training, testing and verifying the AI Systems of the Provider and the Software.

7.6 The Customer hereby grants to the Provider a non-exclusive, irrevocable, perpetual, worldwide and royalty-free licence: (a) to use the Content to create aggregated datasets; and (b) insofar as the use of those aggregated datasets requires the permission of the Customer, to make unrestricted use of those aggregated datasets, including sub-licensing all or any of the rights therein to any third party or third parties.

7.7 Upon the request of the Provider, the Customer will obtain and grant to the Provider all authorizations that are required for the Provider to lawfully use the Content without undue delay.

7.8 The Customer is obliged to ensure that the Content uploaded to the Software or Platform (i) complies with all obligations set forth by applicable laws and (ii) will not violate the Intellectual Property rights or other rights of any person. If the Content is hosted on the Deployment Solution operated by the Provider, the Provider is entitled to, at its discretion or at the initiative of a third party or competent public authority, modify, delete or block the Content that inter alia: (i) includes code that is harmful, contains viruses or malware, or that is capable of damaging the Deployment Solution or any other device on which the Software is installed, the Provider’s or Provider’s partner’s servers, or the devices of other customers and users of the Software; (ii) contains damaged data or other harmful, disruptive or destructive files; (iii) endangers the business interests, goodwill or reputation of the Provider; (iv) is illegal, violates the rights to protection of personal data or violates the rights of third parties; (v) may cause harm or infringe the rights of any person (irrespective of the nationality of such person or applicable legal regulation) or would be otherwise capable of imposing liability on the Software or violating any applicable laws.

8. Rights and obligations of the Parties

8.1 The Customer shall provide the Provider with any cooperation required for the discharge of the Provider’s obligations hereunder.

8.2 The Software consists primarily of the Intellectual Property of the Provider; however, certain functionalities or parts implemented in the Software are provided by third parties, including but not limited to OpenAI OpCo, LLC and Microsoft and the Provider expressly disclaims any correctness, timeliness, completeness, or any other informative value of such third party software and services.

8.3 Except for the limited rights expressly provided herein, the Provider and its suppliers have and will retain all rights, title and interest in their Intellectual Property, including, but not limited to, Intellectual Property embodied within the Services, the Software, the Platform, the Source Code, the Third-Party Components, deliverables delivered as part of the Services, as well as any copies, modifications and derivative works thereof.

8.4 The Provider does not actively monitor the Content inserted by the Customer to the Software or Platform or in connection with use of the Services. The Customer and the Authorized Users will provide maximum cooperation and effort to prevent or reduce any possible damage while using the Services and Software, and in particular make regular backups of the Content and other data uploaded into the Software. If the Customer or the Authorized Users identify any issue or incident related to the Software or its availability, the Customer must notify the Provider of this event without undue delay.

8.5 The services and providers provided under this Agreement are not exclusive, meaning that the Provider is entitled to provide the Services to any third party and to independently develop, use, sell or license documentation, products and/or services which are similar to those provided under the Agreement.

8.6 The Provider is entitled to interrupt, limit, restrict or suspend access to the Services, Software, Platform or parts thereof for the necessary period in case of (i) maintenance, repairs or modifications (including general updates, maintenance and upgrades) of the Software as set in Article 4.8, (ii) a (presumed) breach of the Agreement and/or applicable laws and/or if it becomes necessary to implement measures or decisions issued by the applicable governing agencies.

8.7 The Customer shall comply with all applicable laws, regulations and regulatory requirements necessary to use and/or associated with use of the Services and operation of the Software for the purposes of the Customer’s business activities.

9. Confidential Information

9.1 Each Party shall keep confidential all information which it has gained in the course of entering into and performing this Agreement, which constitutes the content of this Agreement, and any information, materials, works of authorship, files or other documents which one Party discloses to the other Party or which otherwise arises out of the Services or the Agreement (“Confidential Information”).

9.2 Neither Party shall disclose Confidential Information to any third party and shall take such measures to prevent third parties from gaining access to Confidential Information. The preceding sentence does not apply to Confidential Information: (i) that was generally known at the time of its disclosure; (ii) that has become or will become generally known or available other than through a breach of the disclosing Party’s, its subcontractors’, consultants’ or advisors’ obligations under this Agreement; (iii) which have been disclosed pursuant to a duty imposed by generally applicable laws or by a final court order or final decision by the public authorities; and (iv) for which the other Party has given its express written consent to disclosure.

10. Personal data protection

10.1 Further details on the processing of personal data by the Provider are available at request. By entering into this Agreement, the Parties also agree to enter into the Data Processing Agreement (if required by law). The Data Processing Agreement forms an inseparable part hereof and governs the processing of personal data by the Provider, as a data processor, on behalf of the Customer, as a data controller, under the Agreement.

10.2 The Customer warrants to the Provider that it has the legal right to disclose all personal data that it does in fact disclose to the Provider under or in connection with this Agreement.

10.3 The Customer hereby authorizes the Provider to make the following transfers of Customer personal data: (a) the Provider may transfer the Customer personal data internally to its own employees, offices and facilities; (b) the Provider may transfer the Customer personal data to its third party processors and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and (c) the Provider may transfer the Customer personal data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for personal data.

10.4 Notwithstanding any other provision of this Agreement, the Provider may process the Customer personal data if and to the extent that the Provider is required to do so by applicable law.

11. Liability

11.1 THE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, PLATFORM, THE LICENSE, THE SERVICES, THE DELIVERABLES OR ANY RELATED MATERIALS, PERSONAL DATA, PROPERTY OR SERVICES PROVIDED HEREUNDER AND ALL SUCH MATERIALS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE PROVIDER HEREBY ALSO DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ITS SERVICES HEREUNDER AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES. IN THE EVENT THE PROVIDER MAY NOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. THE PROVIDER DOES NOT GUARANTEE (I) ANY SPECIFIC BUSINESS OUTPUTS AND/OR BUSINESS IMPROVEMENTS TO BE ACHIEVED BY THE CUSTOMER BY USING THE SOFTWARE OR (II) COMPLIANCE OF THE SOFTWARE OUTPUTS WITH APPLICABLE LEGAL REGULATIONS.

11.2 The Customer expressly agrees to use the Services and Software for its own business purposes and undertakes the corresponding business risks associated therewith and assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs and that complex software is never entirely free from security vulnerabilities. THE CUSTOMER ACKNOWLEDGES THAT THE PROVIDER DOES NOT PROVIDE ANY LEGAL, FINANCIAL, ACCOUNTANCY OR TAXATION ADVICE UNDER THIS AGREEMENT OR IN RELATION TO THE SERVICES; AND THE PROVIDER DOES NOT WARRANT OR REPRESENT THAT THE SERVICES OR THE USE OF THE SERVICES BY THE CUSTOMER OR ANY THIRD PARTY WILL NOT GIVE RISE TO ANY LEGAL LIABILITY ON THE PART OF THE CUSTOMER OR ANY OTHER PERSON.

11.3 THE PROVIDER AND ITS AFFILIATES SHALL HAVE NO LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL LIABILITY, FOR: (I) THE ACCURACY OF THE DATA CONTAINED IN AND/OR PROCESSED BY THE SOFTWARE NOR ANY LOSSES INCURRED BY THE CUSTOMER OR A THIRD PARTY AS A RESULT OF USING OR RELYING ON SUCH DATA; (II) ANY UNAUTHORIZED USE OF THE SERVICES, SOFTWARE OR PLATFORM BY THIRD PARTIES, IN PARTICULAR ANY UNAUTHORIZED INTERVENTIONS OF THIRD PARTIES WHICH RESULT IN UNAUTHORIZED ACCESS TO OR MISUSE OF THE CUSTOMER’S DATA; (III) PARTS OF THE SOFTWARE OR RELATED SERVICES THAT ARE PROVIDED BY THIRD PARTIES, SUCH AS THE QUALITY OF THE INTERNET CONNECTION AND THE THIRD-PARTY COMPONENTS OR THE AVAILABILITY OF SUCH PARTS OF THE SOFTWARE; (IV) ANY INACCESSIBILITY OR OTHER RESTRICTION OF THE USE OF THE SOFTWARE CAUSED BY FAILURES OF THE INTERNET NETWORK OR OTHER CIRCUMSTANCES OF A TECHNICAL NATURE THAT CANNOT BE RESOLVED OR INFLUENCED BY THE PROVIDER; (V) ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT THE CUSTOMER OR ANY THIRD PARTY MAY INCUR BY VIRTUE OF THE CUSTOMER HAVING ENTERED INTO OR RELIED UPON THIS AGREEMENT OR IN CONNECTION WITH ANY SERVICES PROVIDED TO THE CUSTOMER OR ANY THIRD PARTY HEREUNDER OR LACK THEREOF (INCLUDING ANY ACTIONS, MISTAKES OR FAILURES MADE BY THE SOFTWARE OR AI SYSTEMS); (VI) ANY DAMAGE, INJURY, LOSS OF INCOME, PROFITS, REVENUE, ANTICIPATED SAVINGS, PRODUCTION, DAMAGE TO REPUTATION, DATA, GOODWILL OR BUSINESS OPPORTUNITIES THAT THE CUSTOMER OR ANY THIRD PARTY MAY INCUR AS A RESULT OF USING THE SOFTWARE, IN CONNECTION WITH THE USE OF THE SOFTWARE, OR DUE TO DELAYED OR DENIED ACCESS TO THE SOFTWARE; (VII) THE AVAILABILITY OF THE SOFTWARE, NOR ANY LOSS OF THE CONTENT OR DATA OF THE CUSTOMER OR ANY THIRD PARTY (INCLUDING DUE TO FORCE MAJEURE, THIRD PARTY ACTIONS, POWER FAILURE OR CONNECTIVITY ISSUES); (VIII) ANY DAMAGE CAUSED BY THE INTERRUPTION OF THE OPERATION OF THE SOFTWARE. THIS ARTICLE 11.3 SHALL APPLY TO ANY CLAIMS SPECIFIED HEREIN REGARDLESS OF THE FORM OF ACTION IN WHICH SUCH CLAIMS ARE ASSERTED. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO THE CUSTOMER; NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN SUCH CASES, THE LIABILITY OF THE PROVIDER AND ITS AFFILIATES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. ANY CLAIM OR CAUSE OF ACTION RESULTING FROM CUSTOMER’S USE OF THE SERVICES MUST BE PROVIDED OFFICIALLY IN WRITING TO THE PROVIDER WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION HAS ARISEN OR IT SHALL BE DEEMED WAIVED BY THE CUSTOMER.

11.4 IN NO EVENT SHALL THE TOTAL LIABILITY OF THE PROVIDER OR ITS AFFILIATES WITH RESPECT TO ANY CLAIMS BROUGHT BY THE CUSTOMER HEREUNDER OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF ANY SERVICES HEREUNDER EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER TO THE PROVIDER PURSUANT TO THE AGREEMENT DURING THE THREE MONTHS PRIOR TO THE CLAIM GIVING RISE TO SUCH DAMAGES.

11.5 The Customer shall fully indemnify and hold the Provider, its management, employees, representatives, and Affiliates, harmless from any and all liabilities, damages, business interruptions, delays, losses, penalties, claims, judgments of any kind whatsoever, including, all costs, attorneys’ fees, and expenses incidental thereto, which may be suffered by, or charged to the Provider in connection with or on the basis of breach of these Terms of Use, Work Orders, Terms of Use of Third-Party Components or binding regulations by the Customer or in connection with or as a result of the Customer’s use of the Software and the Content, including any related claims of third parties against the Providers or its Affiliates.

11.6 The Customer hereby waives, to the maximum extent permissible by applicable laws, its right (i) to assert any recourse claims against the Provider or its Affiliates which arise based on a third-party asserting claim against the Customer in connection with the Customer’s use of the Software and (ii) to assert any claims against the Provider or its Affiliates in connection with the Content, scope or quality of the Software.

11.7 The Customer represents that Customer, its Affiliates and Authorized Users are not on any of the lists issued or maintained by a sanctions authority (which includes any governmental, legislative, regulatory, judicial, enforcement or executive body, agency or authority of (i) the European Union, (ii) any member state of the European Union from time to time, (iii) the United Nations, (iv) the United States of America (including the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce), (v) the United Kingdom (including Her Majesty’s Treasury) or (vi) Japan and (vii) any other governmental authority with jurisdiction over Customer, its Affiliates and Authorized Users (or any part of their respective business or operations)) designating or identifying individuals or entities that are subject to sanctions, in each case as amended, supplemented or substituted from time to time (“Sanctions Lists” or individually as “Sanctions List”). The Provider is entitled to suspend or terminate the Services and/or this Agreement immediately and without notice or liability whatsoever if Customer its Affiliates or Authorized Users are placed on any Sanctions List.

12. Terms and termination

12.1 These Terms of Use come into force on the Effective Date of the Work Order. These Terms of Use will continue to be effective until the expiration of the last Work Order, unless the Agreement terminated earlier in accordance with the terms herein.

12.2 The Agreement ceases to exist upon: (i) mutual agreement of the Parties; or (ii) the termination of the Agreement by one the Parties upon written notice to the other Party as permitted in Sections 12.3 and 12.4 below.

12.3 The Provider is entitled to terminate the Agreement effective immediately upon written notice to the Customer if the Customer fails to pay the Fee on the due date for payment and remains in default fifteen (15) days after being notified to make such payment.

12.4 Both Parties are entitled to terminate the Agreement without any reason via a 1-month written notice delivered to the other Party. The notice period commences on the first day of the calendar month following the month in which the termination notice was delivered to the other Party.

12.5 Termination of the Agreement is without prejudice to the Provider’s right to receive the respective Fee in full through the effective date of termination. Any form of termination of the Agreement under applicable laws is also without prejudice to any of the accrued rights and liabilities of the Parties existing at the date thereof. The Customer hereby acknowledges and agrees that the termination of the Agreement may not result in any claim for damages, refunds, costs or other liability against the Provider., and at the same time undertakes to not assert such claims against the Provider even if such claims arise. For the avoidance of doubt, the Customer hereby waives any claims that may arise against the Provider according to the previous sentence.

12.6 In the event of the termination of the Agreement, the Provider will suspend the Customer’s access to the Software.

12.7 Notwithstanding any cancellation, expiry or termination of the Agreement, Article 11 (Liability), this Article 12.7 and the provisions of these Terms of Use relating to confidentiality, liability, compensation for damages, governing law and jurisdiction shall continue to apply without time limits, as well as any other the provisions which, by their nature, remain in force after the termination hereof.

13. Final provisions

13.1 In the event that the terms of these Terms of Use and the terms of a Work Order conflict, the terms of the Work Order shall prevail. Should any provision of the Terms of Use be or become invalid or ineffective, such invalid or ineffective provision will be replaced by a provision that comes as close as possible to the meaning of the invalid or ineffective provision. The invalidity or ineffectiveness of any provision shall not affect the remaining provisions.

13.2 Any changes or amendments to the Work Order must be made in writing and executed by the Parties. The Provider may unilaterally amend or supplement these Terms of Use within a reasonable extent if in its sole discretion, a reasonable need to do so arises over time. In that case, the effective date of the new Terms of Use must be notified to the Customer by the Provider in advance, but no later than fifteen (15) calendar days prior to the effective date, and the new Terms of Use must be communicated to the Customer. Applicable to a Work Order are those Terms of Use as are valid and effective as at the date of the Work Order. If the Customer does not agree with the updated Terms of Use adopted by the Provider through the procedure under this Article 13.2, the Customer may terminate the Work Order by delivering a non-approval within fifteen (15) days of receiving the Provider’s notification of the updated Terms of Use. In such case, the Work Order will be terminated on the earlier of (i) the effective date of the new Terms of Use affected by the amendment or (ii) the date on which the Customer’s non-approval reaches the Provider. In the event that Customer does not object to such updated Terms of Use within fifteen (15) calendar days as described herein, the Agreement shall be deemed to be amended to replace the then-current Terms of Use with the updated Terms of Use.

13.3 The Provider may at any time assign, transfer, encumber, subcontract or deal in any other manner with any or all of its rights and/or obligations under this Agreement, which includes an assignment of a contract. The Provider may subcontract any of its obligations under the Agreement including, without limitation, to its Affiliates.

13.4 The Customer shall not be entitled to assign, transfer, encumber, subcontract or deal in any other manner with any of its rights and/or obligations under this Agreement without the prior written consent of the Provider.

13.5 The Customer may not set off any of its obligations under this Agreement against any obligations of the Provider under this Agreement.

13.6 No failure or delay by Provider to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.7 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, consortium or joint venture between any of the Parties, constitute any party the agent of another Party, or authorize any party to make or enter into any commitments for or on behalf of any other Party.

13.8 This Agreement constitutes the entire agreement between the Parties and contains all provisions concerning the subject matter of this Agreement that the Parties should have agreed upon and wanted to agree upon in this Agreement. The Parties have reached an agreement on all conditions, the fulfilment of which they deem to be important for the binding effect of this Agreement. This Agreement supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or oral, relating to its subject matter.

13.9 Each of the Parties waives its rights to a trial by jury of all claims or causes of action (including counterclaims) related to or arising out of this Agreement brought by either Party against the other. This waiver will apply to any subsequent amendments of or modifications to this Agreement.

13.10 This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to its conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof shall be governed by Delaware law and the Parties agree that any such judicial proceeding shall be commenced exclusively in state or federal district court located in Delaware. The Parties agree unconditionally that they are personally subject to the jurisdiction of such courts and irrevocably waive any objection they may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum.