Software as a Service Agreement
This Software as a Service Agreement (this "Agreement"), effective as of Saturday, April 26th, 2025
(the "Effective
Date"), is by and between Mise Technologies, Inc a Delaware corporation with its principal place of business at 3839
McKinney Ave., Dallas, TX 75204 ("Provider"), and ("Customer"). Provider and
Customer may be referred
to herein collectively as the "Parties" or individually as a "Party."
WHEREAS, Provider licenses Software (as defined herein) to its customers; and
WHEREAS, Customer desires to obtain a license to the Software, and Provider desires to provide Customer a license to
the Software, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Definitions
- "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by
Provider in an aggregate and anonymized manner, including to compile statistical and performance information related
to the provision and operation of the Services.
- "Authorized User" means Customer's employees, consultants, contractors, and agents at the Location (i) who are
authorized by Customer to access and use the Provider System under the rights granted to Customer pursuant to this
Agreement and (ii) for whom access to the Provider System has been purchased hereunder.
- "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or
medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through
the Provider System.
- "Software" means tools or other software that Provider makes available specifically for purposes of facilitating
access to, operation of, or use with the Services, and any updates Provider may make available to such software from
time-to-time. For the avoidance of doubt, Software does not include Third-Party Products.
- “Location” means one of Customer’s business locations and the entity for which Provider will offer its Services.
Customer may have more than one Location, subject to separate and individual fully executed Agreements.
- "Provider IP" means the Provider System, the SaaS Documentation, and any and all intellectual property provided to
Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes
Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's
access to or use of the Services or Software, but does not include Customer Data.
- "Provider System" means the Services and the Software.
- "SaaS Documentation" means Provider's user manuals, handbooks, and guides relating to the Services provided by
Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services
available at https://help.bymise.com/ & https://blog.trymise.com/articles
- "Services" means the software-as-a-service offering described on trymise.com.
- "Third-Party Products" means any third-party products described on trymise.com provided with or incorporated into
the Provider System, including, but not limited to any open source software available under the GNU Affero General
Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public
License (MPL), Apache License, MIT License, BSD licenses, or any other license that is approved by the Open Source
Initiative.
2. Access and Use
- Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with the terms and
conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance
with Section 12(g)) right to access and use the Services during the Term, solely for use by Authorized Users in
accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall
provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
- Software and SaaS Documentation License. Subject to the terms and conditions contained in this Agreement, Provider
hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section
12(g)) license during the Term to: (i) use the Software, in object code format, solely for Customer's internal use in
connection with its use of the Services and (ii) use and make a reasonable number of copies of the SaaS Documentation
solely for Licensee's internal business purposes in connection with Licensee's use of the Software during the Term.
- Use Restrictions. Customer shall not use the Provider IP for any purposes beyond the scope granted in this
Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i)
copy, modify, or create derivative works of the Provider IP, in whole or in part; (ii) rent, lease, lend, sell,
license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Provider IP; (iii) reverse
engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software
component of the Provider IP, in whole or in part; (iv) remove any proprietary notices from the Provider IP; or (v)
use the Provider IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any
intellectual property right or other right of any person, or that violates any applicable law.
- Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for
the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by
implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other
right, title, or interest in or to the Provider IP.
- Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's
and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A)
there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP
disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or
any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law,
Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors
or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation,
dissolution, or similar proceeding; or (E) Provider's provision of the Services to Customer or any Authorized User is
prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of
any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with
Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider
shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to
provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use
commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the
event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities,
losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may
incur as a result of a Service Suspension.
- Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's
use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title,
and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely
by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into
the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with
applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
3. Customer Responsibilities
- General. Customer is responsible and liable for all uses of the Provider IP resulting from access provided by
Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized
Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by
Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all
Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Provider IP
and shall cause Authorized Users to comply with such provisions.
- Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes
of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree
to abide by the applicable terms for any such
Third-Party Products, then Customer should not install or use such Third-Party Products. The Software also contains
certain open source software. Customer understands and acknowledges that such open source
software is not licensed to Customer pursuant to the provisions of this Agreement and that this Agreement may not be
construed to grant any such right and/or license. Customer shall have only such rights and/or licenses, if any, to use
the open source software as set forth in the licenses.
4. Support
The access right granted hereunder entitle Customer to the support services described in Exhibit A for the duration
of a Customer's paid, active subscription, including any free trials offered by Provider.
5. Fees and Payment
- Fees. Customer shall pay Provider the fees (“Fees”) as set forth on the pricing page(s) of trymise.com or
myaccount.bymise.com without offset or deduction. Customer
shall make all payments hereunder in US dollars on or before the due date. If Customer fails to
make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on
the past due amount at the rate of 1.5% per calculated daily and compounded monthly or, if lower, the highest rate
permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in
collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and
(iii) if such failure continues for thirty (30) days or more, Provider may suspend Customer’s and its Authorized
Users’ access to any portion or all of the Services until such amounts are paid in full.
- Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar
assessments. 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 Provider’s income.
- Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with
generally accepted accounting principles during the Term and for a period of two years after the termination or
expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder.
Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with
respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has
underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the
amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall
pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds 5% for any
quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two
years after the termination or expiration of this Agreement.
6. Confidential Information
From time to time during the Term, either Party may disclose or make available to the other Party information about
its business affairs, products, confidential intellectual property, trade secrets, third-party confidential
information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or
media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as
“confidential” (collectively, “Confidential Information”). Confidential Information does not include information that,
at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c)
rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently
developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential
Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential
Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the
foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with
the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that
the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made
a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including
to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly
return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing
Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such
Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential
Information are effective as of the Effective Date and will expire five years from the date first disclosed to the
receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as
determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this
Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback
- Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and
interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party
Products, the applicable third-party providers own all right, title, and interest, including all intellectual property
rights, in and to the Third-Party Products.
- Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and
interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider
a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer
Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services
to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute,
modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
- Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to
Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including
without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the
like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between
the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its
employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any
attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property
rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
8. Warranty Disclaimer
THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE
PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF,
WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE
COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL
CODE, OR ERROR FREE.
9. Indemnification
-
Provider Indemnification
- Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages,
liabilities, costs (including attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim,
suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with
this Agreement, infringes or misappropriates such third party’s intellectual property, provided that Customer
promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to
control the defense and settlement of such claim.
- If a Third-Party Claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole
discretion, to (A) modify or replace the Provider System, or component or part thereof, to make it non-infringing,
or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably
available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part,
effective immediately on written notice to Customer.
- This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Provider
System in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized
by Provider in writing; (B) modifications to the Provider System not made by Provider; [or] (C) Customer Data; or
(D) Third-Party Products.
- Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from
and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in
accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any
Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the
Provider IP in a manner not authorized by this Agreement; (iii) use of the Provider IP in combination with data,
software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv)
modifications to the Provider IP not made by Provider, provided that Customer may not settle any Third-Party Claim
against Provider unless Provider consents to such settlement, and further provided that Provider will have the right,
at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel
of its own choice.
- Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR
ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PROVIDER IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER’S LIABILITY UNDER THIS SECTION 9 EXCEED THE
AMOUNT PAID BY CUSTOMER TO PROVIDER.
10. Limitations of Liability
Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY
LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE,
FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED
COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d)
USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR ©
COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF
SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER
THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Term and Termination
- Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to
this Agreement's express provisions, will continue in effect until one (1) year from such date (the "Initial Term").
This Agreement will automatically renew month-to-month thereafter, unless earlier terminated pursuant to this
Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty
(30) days prior to the expiration of the then-current term (each, a "Renewal Term" and together with the Initial Term,
the "Term").
-
Termination. In addition to any other express termination right set forth in this Agreement:
- Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any
amount when due hereunder, and such failure continues more than thirty (30) days after Provider's delivery of
written notice thereof; or (B) breaches any of its obligations under Section 2(c) or 6.
- 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: (A) is incapable of cure; or (B) being capable of cure, remains
uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such
breach.
- Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the
other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B)
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; (C)
makes or seeks to make a general assignment for the benefit of its creditors; or (D) 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.
- Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall
immediately discontinue use of the Provider IP and, without limiting Customer's obligations under 6, Customer shall
cease using and delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that
the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay
all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
- Survival. This Section 11(d) and 1, 5, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of this
Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Miscellaneous
- Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all
related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this
Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties,
both written and oral, with respect to such subject matter. Except as otherwise set forth in Section 2(b), in the
event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any
other documents incorporated herein by reference, the following order of precedence governs: (i) first, this
Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii)
third, any other documents incorporated herein by reference.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a
"Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this
Agreement (or to such other address that may be designated by each respective Party from time to time in accordance
with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with
all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each
case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is
effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the
requirements of this Section.
- Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for
any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments],
if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control,
including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other
civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action
taken by a governmental or public authority, including imposing an embargo.
- Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in
writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions
hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as
otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power,
or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or
partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise
thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such
invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or
invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any
term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify
this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the
internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that
would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any
legal suit, action, or proceeding arising out of [or related to] this Agreement or the licenses granted hereunder will
be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case
located in the city of Dallas and County of Dallas, and each Party irrevocably submits to the exclusive jurisdiction
of such courts in any such suit, action, or proceeding.
- Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case
whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider.
Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation
will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and
inures to the benefit of the Parties and their respective permitted successors and assigns.
- Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all
required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit
or restrict the export or re-export of the Provider IP or any Customer Data outside the US.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its
obligations under 6 or, in the case of Customer, Section (c), would cause the other Party irreparable harm for which
monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach,
the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific
performance, and any other relief that may be available from any court, without any requirement to post a bond or
other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not
exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which
together are deemed to be one and the same agreement.
Exhibit A
Service Levels and Support
PROVIDER AGREES TO PROVIDE EMAIL SUPPORT WITH 24-HOUR RESPONSE TIME FOR THE DURATION OF THE TERM. THE PROVIDER HAS
CREATED A SUPPORT SITE, ACCESSIBLE BY ANY AUTHORIZED USER, WHICH INCLUDES INSTRUCTIONS, TUTORIALS, DEFINITIONS, HOW-TO
ARTICLES, AND OTHER SUPPORT MATERIALS.
CUSTOMER AGREES TO PROVIDER’S USE OF ERROR TRACKING AND APPLICATION PERFORMANCE MONITORING TO PROVIDE IMMEDIATE
SUPPORT TO ISSUES ARISING FROM CUSTOMER’S USE OF THE SERVICES. THIS PROACTIVE MONITORING AIMS TO IDENTIFY AND RESOLVE
POTENTIAL ISSUES PROMPTLY, ENSURING MINIMAL DISRUPTION TO THE CUSTOMER’S OPERATIONS.
THE SUPPORT SERVICES WILL INCLUDE:
- EMAIL SUPPORT: AVAILABLE 24/7 FOR REPORTING ISSUES, REQUESTING ASSISTANCE, AND OBTAINING INFORMATION ABOUT THE
SERVICES.
-
SUPPORT SITE: ACCESSIBLE 24/7 TO ALL AUTHORIZED USERS AND CONTAINING:
- INSTRUCTIONS FOR USING THE SERVICES.
- TUTORIALS AND/OR BLOG ARTICLES FOR COMMON TASKS AND FEATURES.
- DEFINITIONS OF KEY TERMS AND CONCEPTS.
- HOW-TO ARTICLES ADDRESSING FREQUENTLY ASKED QUESTIONS.
- OTHER SUPPORT MATERIALS TO AID IN THE EFFECTIVE USE OF THE SERVICES.
-
ERROR TRACKING AND PERFORMANCE MONITORING
- CONTINUOUS MONITORING OF THE APPLICATION TO DETECT AND LOG ERRORS.
- PERFORMANCE METRICS TO ENSURE THE APPLICATION OPERATES EFFICIENTLY.
- AUTOMATED ALERTS TO THE SUPPORT TEAM FOR IMMEDIATE RESPONSE TO ISSUES.
BY AGREEING TO THESE SERVICE LEVELS AND SUPPORT TERMS, THE CUSTOMER ACKNOWLEDGES AND CONSENTS TO THE PROVIDER’S
METHODS OF SUPPORT AND ISSUE RESOLUTION.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.