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PRIVACY POLICY AND EULA

Privacy Policy for the Mobile App

Updated: April 24, 2024

Welcome to StreetSmart Advantage. Your privacy and trust are critically important to us. This Privacy Policy is designed to inform you about the personal information we collect, why we collect it, and how it is used and protected. By using StreetSmart Advantage, you agree to the collection, use and disclosure of information in accordance with this policy.

Information Collection and Use

We collect several different types of information for various purposes to provide and improve our Service to you.

Personal Information

Location Information

Your precise location may be collected for the sole purpose of the app functionality.

Usage Data

We also collect information on how the Service is accessed and used. This Usage Data may include details such as your device's ID, Internet Protocol address (e.g., IP address), browser type, browser version, our Service pages that you visit, time and date of your visit, time spent on those pages, unique device identifiers, and other diagnostic data.

Use of Data

The information and usage data we collect are used in the following ways:

Phone number, location information, usage data, and other information you may enter through the app, are sent securely through our service at https://bridgeprod.timetrack.xora.com to be processed.

Information collected by the app is used by you in connection with the StreetSmart services which are governed by the Privacy Policy at https://ignitetech.com/about/privacy

Disclosure of Information

The information and usage data may be disclosed:

Our usage and disclosure of app information shared with the StreetSmart software is also governed by the company’s privacy policy for the software located at https://ignitetech.com/about/privacy

Terms and Conditions

These Terms and Conditions, along with any other terms set out in the ordering page or user interface through which Customer purchases a subscription or enables access (“Site”), or an ordering document (collectively the “Agreement”), set forth the terms and conditions under which the entity specified in the Site (“Service Provider”) will provide access to certain proprietary technology to the organization or individual identified on the Site and agreeing to this Agreement (“Customer”). The Agreement sets forth the terms and conditions under which Customer may Use (as defined herein) Service Provider’s technology services indicated on the Site (“Software”). By clicking "I agree" or similar assent, signing an order document, or using the Software or Services (as defined below), you agree to the Agreement as a Customer. If you are agreeing to this Agreement by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up.


1 LICENSE GRANT and RIGHT OF USE
1.1 License Grant. Subject to all limitations and restrictions contained herein, Service Provider grants Customer a subscription, software as a service (SaaS), nonexclusive and nontransferable right to use the Software as hosted by Service Provider as described in the Site (“Use”). During the Term (as defined below), Service Provider grants Customer a non-exclusive right to access and Use the SaaS (“Services”). This right also includes the use of Service Provider's application programming interfaces ("APIs") to integrate the Services into Customer's online services (each a "Customer Application"). Customer may also make Customer Applications available to End Users (as defined below). This right does not extend to any Third Party Offerings. Customer may only Use the Software for its own internal business needs and may not use it for timesharing or service bureau or otherwise operate the Software for the benefit of any third party or any affiliate of Customer. The rights granted herein shall terminate automatically upon expiration of the Subscription Term or any Renewal Term (defined herein). The Customer is granted a Named User license to Use the Services. This entitles the Customer to enable Use of the Services by a limited number of individual End Users, each identified by a unique user id. "End Users" refers to any individuals who access or use the Services directly or the Services via Customer Applications. “Third Party Offerings” refers to any tools, platforms or services rendered by any person other than the Service Provider.
1.2 Responsibilities for Customer's Account. Customer must provide accurate and up-to-date account information. Customer is responsible for all activities that occur under Customer's account, including the activities of any End User who is provisioned with an account under the Customer’s account (an “End User Account”) or accesses the Services through your Customer Application. Customer may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any End User Account. Customer will promptly notify Service Provider if Customer becomes aware of any unauthorized access to or use of Customer's account or Service Provider's Services.
1.3 Restrictions. Customer will not, and will not permit End Users to: (a) use the Services or Customer Content (as defined below) in a manner that violates any applicable laws or Service Provider’s policies including the Acceptable Use Policy annexed hereto (and as may be set out and updated in the Site or Service Provider’s website) (“Service Provider Policies”); (b) use the Services or Customer Content in a manner that infringes, misappropriates, or otherwise violates any third party’s rights;(c) send Service Provider any personal information of children under 13 or the applicable age of digital consent or allow minors to use Service Provider's Services without consent from their parent or guardian (d) use Output to develop any artificial intelligence models that compete with Service Provider's products and services. (e) use any method to extract data from the Services other than as permitted through the APIs; or (f) buy, sell, or transfer API keys from, to, or with a third party.
1.4 Compliance with Laws. Customer agrees to comply with all applicable trade laws, including, but not limited to, sanctions and export control laws (“Trade Laws”). The Services provided under this Agreement may not be used in or for the benefit of, or exported or re-exported to, (a) any country or territory that is subject to U.S. embargo or (b) any individual or entity with whom dealings are prohibited or restricted by Trade Laws. Furthermore, the Services may not be utilized for any end use that is prohibited by Trade Laws, and Customer's Input to the Services shall not include any material or information that requires a government license for release or export under Trade Laws. Customer agrees to also comply with all other applicable laws, regulations, and ordinances relating to its performance under this Agreement. The parties agree that the Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded.
1.5 Maintenance. Service Provider shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by Service Provider as defects in the Software (“Maintenance and Support Services”). A response is not a guarantee of a solution to the reported problem; however, Service Provider will keep Customer apprised of the resolution closure. Additional features and functions are not included as part of the maintenance and support services. Service Provider shall not be obligated to provide Maintenance and Support Services for any software other than the generally available Software delivered to Customer pursuant to this Agreement (collectively the “Unsupported Code”). Any Service Provider support services related to Unsupported Code shall be subject to execution of a mutually agreed upon Statement of Work.

2 Content
2.1 Customer Content. Customer and End Users may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Service Provider refers to Input and Output together as “Customer Content”. As between Customer and Service Provider, and to the extent permitted by applicable law, Customer (a) retains all ownership rights in Input and (b) owns all Output. Service Provider hereby assigns to Customer all its right, title, and interest, if any, in and to Output.
2.2 Service Provider's Obligations for Customer Content. Service Provider will only use Customer Content as necessary to provide Customer with the Services, comply with applicable law, and enforce Service Provider Policies.
2.3 Customer's Obligations for Customer Content. Customer is responsible for all Input and represents and warrants that Customer has all rights, licenses, and permissions required to provide Input to the Services. Customer is solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for Customer's use case, including by utilizing human review as appropriate.
2.4 Similarity of Output. Customer acknowledges that due to the nature of our Services and artificial intelligence generally, Output may not be unique and other users may receive similar content from our services. Responses that are requested by and generated for other users are not considered Customer's Output. Service Provider’s assignment of Output above does not extend to other users’ output or any content delivered as part of a Third Party Offering.

3 Payment
3.1 Fees. All payments for the Initial Subscription Term (as defined below) of the Services shall be made in advance at the time of subscribing to the Service. The Customer agrees to make payments for the Services using a credit card or similar payment instrument issued in the name of an authorized person within the Customer's organization. The Customer confirms that the individual making the payment has the necessary authority to use the credit card or other instrument for such transactions on behalf of the organization. The Customer shall be solely responsible for any and all charges, fees, or levies imposed by the credit card issuer or payment processor in connection with the use of the credit card for payments under this agreement. This includes, but is not limited to, bank transaction fees, processing fees, and any other applicable charges. The Customer acknowledges and agrees that once a payment has been processed, it cannot be reversed or refunded, regardless of the circumstances.
3.2 Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties), which shall be itemized and charged to the Customer. Customer shall reimburse Service Provider and hold Service Provider harmless for all sales, use, VAT, excise, property or other taxes or levies which Service Provider is required to collect or remit to applicable tax authorities. This provision does not apply to Service Provider’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Service Provider with a valid tax exemption certificate.

4 Security and Privacy
4.1 Security Program. Service Provider shall maintain an information security program, including the adoption and enforcement of internal policies and procedures, designed to: (a) protect the Software and Customer Content against accidental or unlawful loss, access, or disclosure; (b) identify reasonably foreseeable and internal risks to security and unauthorized access; and (c) minimize security risks through regular risk assessments and testing.
4.2 Security Obligations. As part of its information security program, Service Provider shall: (a) implement and maintain a written information security program; (b) maintain an incident response and disaster recovery process; and (c) conduct periodic reviews of its security measures.
4.3 Personal Data. If Customer uses the Services to process personal data, Customer must: (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services, and (b) process personal data in accordance with applicable law.
4.4 DPA. Obligations with respect to personally identifiable information (if any) are set forth in the 'Privacy Addendum' located at [https://globalprivacyaddendum.trilogy.com](https://t.shortwave.com/links/v1/lHBtnGFwcbuQea0eifntpLo6Snu1sOvovTCnFi9E9ssQM26l14GDjfjKkekrR2p00u3XKUEmI9xweeEy3J41lt1zXFyBV0hgvKt3So8LFSgAPsWOPB6pezNAEv0A412i5yGQw9OFNSF7ZI7iSNO6x7xKU3u0LTxGWcm49Clk5po).
4.5 HIPAA. Customer agrees not to use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information” as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103).

5 OWNERSHIP OF SERVICES
5.1 Reservation of Rights. By agreeing to this Agreement, or by using the Services, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software and/or Service Provider materials provided to Customer. Service Provider shall own all right, title, and interest in such Software and Service Provider materials, subject to any limitations associated with intellectual property rights of third parties. Service Provider reserves all rights not specifically granted herein.
5.2 Aggregate Data. Service Provider owns and shall continue to own all right, title and interest in and to all aggregate and statistical information, benchmarking, comparison, and other analytics or analyses created or developed by Service Provider from performance and usage data generated through Customer’s use of the Software (collectively, “Aggregate Data”). Aggregate Data is de-identified so that Customer cannot be identified as the source within the Aggregate Data. Aggregate Data may be used to train artificial intelligence models.

6 CONFIDENTIALITY
6.1 Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. The Inputs from Customer that do not meet the exceptions noted below are Customer Confidential Information.
6.2 Confidentiality of Software. All Confidential Information in tangible form shall be marked as “Confidential” or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed Service Provider Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by Service Provider; (ii) the oral and visual information relating to the Software; and the terms and conditions of this Agreement.
6.3 Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
6.4 Ownership of Confidential Information. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Software or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Service Provider Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
6.5 Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors (as defined below) who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
6.6 Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.
6.7 Suggestions/Improvements to Software; Learnings. Notwithstanding this Section 6, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other Service Provider materials provided to Customer shall be owned by Service Provider, and Customer hereby agrees to assign any such rights to Service Provider. Nothing in this Agreement shall preclude Service Provider from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Service Provider in the performance of services hereunder.

7 WARRANTY
7.1 Authorized Representative. Customer and Service Provider warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.
7.2 Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. EXCEPT FOR THE WARRANTIES IN THIS SECTION 7, THE SERVICES ARE PROVIDED “AS IS” AND SERVICE PROVIDER AND ITS AFFILIATES AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. DESPITE ANYTHING TO THE CONTRARY, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES (A) THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT OUTPUTS WILL BE ACCURATE, OR (D) WITH RESPECT TO THIRD PARTY OFFERINGS.
7.3 Additional Disclaimers. Without limiting in any way, the breadth of the above Disclaimer of Warranties, the parties agree as follows.
7.3.1 No Warranty of Accuracy.The Service Provider does not warrant that the Service will always provide accurate, complete, reliable, or timely responses. The accuracy, quality, and relevance of the Service’s responses are dependent on the Input that is provided by the End Users within the Customer's organization. The Service Provider makes no representations or warranties that the Input provided to the Service are correct, sufficient, or up-to-date, nor does it guarantee that the Service will be able to answer every query.
7.3.2 Limitations of Service Outputs.The Service Provider does not accept any responsibility or liability for any consequences arising from the use of the Outputs and/or its utilization as part of the Services. The Service’s Outputs are based on the Input it has been trained on which may be incomplete, incorrect, or outdated. The Customer acknowledges and agrees that the Service’s responses are not guaranteed to be free from errors or omissions, and that the Service’s learning process is an ongoing one that may take time to improve.
7.3.3 No Guarantee of Human-Free Interaction.While this is designed to reduce the need for human intervention over time, the Service Provider does not guarantee that the Service will always be able to answer all queries without escalation to an SME of the Customer. The Customer acknowledges that there may be situations where human input is required, and such input may be delayed or unavailable due to factors outside of the Service Provider's control.
7.3.4 No Liability for Third-Party [Integrations.Services](https://t.shortwave.com/links/v1/QUB8rpbxm6564uEb4YkqGwXyD1LY29nqD5t38BckgP683g7T-CTa6vfxJrFGQX8WME-84LmfRgqWRN4Nw5Jju4_ZO_QxQzZExY044obMtjHco6RbNkfsjHYS67AcNZf5uAsSikn8PIvp-eUSG75jY5mmva7tVKrWAFNMx6tI4rk) may integrate with Third Party Offerings. Service Provider does not accept any liability for issues arising from these Third Party Offerings, including but not limited to connectivity issues, data breaches, or errors in third-party services that may affect the operation of Services. Customer shall at all times comply with the restrictions, limitations and terms of usage of such Third Party Offerings. Customer agrees to the terms of any applicable end user license agreement with the Third Party Offerings necessary for its use. Notwithstanding any language to the contrary, Customer agrees that processing of personal data by such Third Party Offerings is subject to the terms of the data processing addendum with the third-party service.

8 INDEMNIFICATION
8.1 Indemnification by Service Provider. Service Provider agrees to defend, indemnify, and hold Customer harmless from and against any damages or settlement amounts awarded by a court of competent jurisdiction or agreed to in a settlement, arising out of a third-party claim alleging that the Services, including any training data used by Service Provider to train a model that powers the Services, infringe any third-party intellectual property rights. This indemnification obligation does not cover claims to the extent they arise from (a) the integration or use of the Services with any products, services, or software not provided by Service Provider or on its behalf, (b) any fine-tuning, customization, or modification of the Services by any party other than Service Provider, (c) any Input or training data provided by Customer to Service Provider, (d) Customer's use of the Output, (e) Customer’s failure to adhere to the terms of this Agreement, Service Provider Policies, or to applicable laws, regulations, or industry standards, or (f) Customer Applications, to the extent the claim would not have arisen but for such Customer Application. Should Service Provider reasonably believe the Services are, or may become, the subject of an infringement claim, Service Provider shall, at its own expense, (x) secure for Customer the right to continue using the Services under the terms of this Agreement, (y) replace or modify the Services to make them non-infringing, or (z) if options (x) and (y) are not commercially feasible, terminate this Agreement with written notice to Customer and refund any prepayments for Services not yet rendered. Customer is required to comply promptly with all reasonable instructions from Service Provider in relation to the options provided under sub-sections (x) or (y), including any instruction to cease use of, replace, or modify any Service implicated by such a claim.
8.2 Indemnification by Customer. Customer agrees to indemnify, defend, and hold Service Provider and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) incurred in connection with any third-party claim arising out of: (a) Customer's use of the Services in a manner that violates this Agreement or the applicable Service Provider Policies, (b) any Customer Applications; (c) Customer's use of the Output, or (d) any Input provided by Customer.
8.3 Procedure for Indemnification. The party seeking indemnification must provide the indemnifying party with prompt written notice of any claim, cooperate reasonably in the defense or investigation of such claim (including the preservation and provision of relevant Customer Content), and allow the indemnifying party sole control over the defense and settlement of the claim. However, the indemnified party has the right to participate in its defense at its own cost. The indemnifying party cannot settle or compromise any claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld or delayed, except where the settlement fully absolves the indemnified party of liability, does not affect the indemnified party’s rights, and does not require an admission of liability by the indemnified party. THE REMEDIES SET FORTH IN THIS SECTION 8 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO EITHER PARTY FOR ANY THIRD-PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATING TO THE SERVICES OR CUSTOMER CONTENT.

9 LIMITATION OF LIABILITY
9.1 Liability Cap. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SOFTWARE WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9.2 Disclaimer of Damages. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

10 TERM AND TERMINATION
10.1 Term and Cancellation. This Agreement is for a month-to-month subscription service ("Subscription Term"). Customer may cancel the service at any time by providing notice to Service Provider. Cancellation will be effective at the end of the current billing cycle, and Customer will not be eligible for a refund of any fees already paid. The monthly Fees shall be charged to the Customer's payment method on file through the designated payment processor. Customer acknowledges that untimely or incorrectly addressed cancellation notices shall not be effective for the termination of this Agreement. Cancellation notices must be sent to the Service Provider at: [streetsmart@ignitetech.ai](mailto:streetsmart@ignitetech.ai) or such other email address provided to Customer by Service Provider from time to time, in writing.
10.2 Termination by Service Provider. This Agreement and any license created hereunder may be terminated by Service Provider (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
10.3 Termination by Customer. This Agreement may be terminated by Customer on thirty (30) days written notice to Service Provider if Service Provider fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from Service Provider’s receipt of Customer’s notice or a longer period if Service Provider is working diligently towards a cure.
10.4 Termination. Upon termination of this Agreement, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein. Upon termination of this Agreement, Service Provider will delete all Customer Content from its systems within 30 days, unless Service Provider is legally required to retain it.
10.5 Suspension. If Service Provider, in good faith, believes that Customer has breached the Agreement or determines that Customer is using the Service in such a way as to negatively impact its ongoing business interests, Service Provider may suspend Customer’s access to the Services, without refund, in addition to such other remedies as Service Provider may have at law or pursuant to the Agreement. Whether breach results in suspension and/or termination of access is at Service Provider’s sole discretion.
10.6 Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement.

11 MISCELLANEOUS
11.1 Assignment. Customer may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Service Provider. Any assignment or transfer in violation of this Section shall be null and void.
11.2 Updates. Service Provider may update the Agreement or the Service Provider Policies by providing Customer with reasonable notice, including by posting the update on our website. If, in Service Provider's sole judgment, an update materially impacts Customer's rights or obligations, Service Provider will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for Service Provider to comply with applicable law, in which case Service Provider will provide Customer with as much notice as reasonably possible. Any other updates will be effective on the date Service Provider posts the updated Agreement or Service Provider Policies. Customer's continued use of, or access to, the Software after an update goes into effect will constitute acceptance of the update. If Customer does not agree with an update, Customer may stop using the Software or terminate this Agreement under the termination clause specified in this Agreement. Except for an update to comply with applicable law, updates to the Agreement or the Service Provider Policies will not apply to: (a) disputes between Customer and Service Provider arising prior to the update; or (b) orders signed by Customer and Service Provider (as opposed to agreed to on an online ordering page) prior to Service Provider notifying Customer of the update. However, to the extent an update relates to a Service or feature launched after an order is placed, it will be effective upon Customer's first use of such Service.
11.3 Survival. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers.
11.4 Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address of the Service Provider as set out in the Site and of the Customer as provided at the time of signing up to the Services or to such other address as the parties may designate in writing. Unless otherwise specified, all notices to Service Provider shall be sent to the attention of the CFO and General Counsel. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.
11.5 Subcontracting. Service Provider shall have the right to use third parties, including employees of Service Provider’s affiliates and subsidiaries (“Subcontractors”) in the performance of its obligations and services hereunder and, for purposes of this Section, all references to Service Provider or its employees shall be deemed to include such Subcontractors.
11.6 Force Majeure. Service Provider shall not be liable to Customer for any delay or failure of Service Provider to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Service Provider. Such causes shall include, but are not limited to, acts of God, war, terrorist act, invasion, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of Internet service provider, bank closures/failures, natural catastrophes, floods, fires, loss of electricity or other utilities, generalized lack of availability of raw materials or energy, governmental acts or omissions, changes in laws or regulations, labor strikes, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
11.7 Restricted Rights. Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.
11.8 Modifications. The parties agree that this Agreement cannot be altered, amended or modified other than as permitted in Section 11.2 (Updates), except by a writing signed by an authorized representative of each party.
11.9 Publicity. Customer agrees to cooperate with Service Provider (i) in preparation of at least one (1) press release, where the aforementioned materials can be used in/on Service Provider’s Website, marketing materials, trade shows, public advertisements, and other associated marketing uses (“Service Provider Marketing Materials”); and (ii) in preparation of a Service Provider-sponsored testimonial advertisement to be run in newspapers, magazines, and other publications and for use in Service Provider Marketing Materials. The parties further agree that Service Provider may include Customer’s logo on publicly displayed customer lists (including Service Provider’s Internet Website and public advertisements). There shall be a “Powered by Service Provider” logo, to be provided by Service Provider, in the bottom portion of any of the Customer’s Web pages that utilize the Software, which logo shall link directly to the then-current Service Provider Website home page.
11.10 No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
11.11 Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
11.12 Choice of Law. This Agreement shall be governed and interpreted by the laws of the state of Texas without regard to the conflicts of law provisions of any state or jurisdiction. Any action related to this agreement shall be brought in the state or federal courts located in Austin, Texas and each party hereby submits to the exclusive jurisdiction of such courts.
11.13 Patent Notice. Customer is hereby placed on notice that the Software, Software updates, their related technology and services may be covered by one or more United States ("US") and non-US patents. A listing that associates patented products included in the Software, Software updates, their elated technology and services with one or more patent numbers is available ’for access by Customer's and the general public at [https://markings.ipdynamics.ai/esw](https://t.shortwave.com/links/v1/myEJp_Nnub26B1AZOtQhRfHgX24KL6BpEKM_CGgFX8iSt8CP9EoaKcLmnGakzZANhb8k2aBwYCfqOJ0B1PBI-kbKA15SgR2wKhXz4F0pvO_UFN2yrmzBixjoHQMYwgelsYstp5aGtM7xerJ4i0gyZmTRgy0fvvq1gOyB0C85Vlo) (hereinafter, the "Patent Notice") and any successor or related locations designated by Service Provider. The association of products-to-patent numbers in the Patent Notice may not be an exclusive listing of associations, and other unlisted patents or pending patents may also be associated with the Software. Likewise, the patents or pending patents may also be associated with unlisted products. Customer agrees to regularly review the products-to-patent number(s) association at the Patent Notice to check for updates. The Software may include third-party products identified below and sublicensed by Service Provider to Customer. Some or all associations of the third-party products-to-patents are also identified in the Patent Notice by each associated third-party and product name.
11.14 Service Provider Affiliates. At the direction and sole discretion of Service Provider, affiliates of Service Provider (the "Service Provider Affiliates") may perform certain tasks related to Service Provider's obligations and rights under this Agreement, including, but not limited to, invoicing, payment, technical support, project management and/or sales support. Customer hereby consents to the Service Provider Affiliates' role. Customer further agrees and acknowledges that Service Provider and Customer are the only parties to this Agreement, and that any action taken by Service Provider Affiliates in connection with the performance of Service Provider's obligations under the Agreement will not give rise to any cause of action of any kind against the Service Provider Affiliates, regardless of the theory of recovery. Service Provider shall at all times retain full responsibility for Service Provider Affiliates' compliance with the applicable terms and conditions of this Agreement. Customer will indemnify and hold Service Provider harmless for any and all costs associated with Customer's violation of this provision.
11.15 Compliance Verification and Audit Rights. During the Subscription Term and for a period of two (2) years following any termination or expiration of this Agreement, Customer shall maintain written records related to the Use of the Software and Services by Customer, as reasonably necessary to verify compliance with the licensing and usage terms of the Agreement. Such records will be kept in accordance with Customer's documented records retention policy and records retention schedule applicable thereto. Not more than once annually, and with notice of not less than twenty (20) business days, Service Provider may (or may engage a third-party, which will be subject to a confidentiality obligation), to verify “compliance ("Verification"). Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. At Service Provider's option, Service Provider may request, and Customer hereby agrees to complete, a self-audit questionnaire relating to Customer's usage under the rights granted to Customer in the Agreement. If Verification or self-audit reveals unlicensed use of the Software and Services, Customer agrees to compensate Service Provider for such usage. All costs of the Verification will be borne by Service Provider unless unlicensed usage of five percent (5%) or more is found ("Material Unlicensed Usage"). If Material Unlicensed Usage is found during Verification, Customer shall reimburse Service Provider for the actual costs associated with performance of the Verification. Service Provider and any third-party involved in the Verification will use the information obtained in compliance review only to enforce Service Provider's rights and to determine Customer's compliance with the terms of the licenses granted in the Agreement. By invoking the rights and procedures described in this section, Service Provider does not waive the right to enforce other terms of the Agreement, including, but not limited to, any intellectual property rights by other means as permitted by law.
11.16 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto.

Acceptable Use Policy

This Acceptable Use Policy applies to the Services. By using the Services, you agree to adhere to our policies. Violating this policy could result in action against your account, up to suspension or termination. When using the Services, these rules apply:
1. Comply with applicable laws
Don’t promote or engage in illegal activity, conduct regulated activities without compliance with applicable laws, or violate the intellectual property or privacy rights of others.
2. Don’t harm yourself or others
Don’t injure others, destroy property, promote suicide or self-harm, intercept or interfere with communications, or develop/transmit viruses or weapons. Don’t use the services to defraud, scam, phish, exploit, spam, bully, mislead, harass, discriminate, defame, sexualize children, or circumvent security measures.
3. Observe safeguards
Don’t circumvent safeguards, security or safety features in our services unless supported and/or authorized.
4. Manage Regulated Advice
Don’t provide tailored legal, medical/health, or financial advice without review by a qualified professional and disclosure of the use of AI assistance and its potential limitations.
5. No Deception
Don’t cause harm by intentionally deceiving or misleading others, including:
a. Seeking unauthorized access to online accounts;
b. Disinformation or misinformation;
c. Impersonating another individual or organization without consent or legal right; and
d. Failing to disclose to people that they are interacting with AI, unless it's obvious from the context. 6. Appropriate for All Ages
Don’t use the Services in a manner inappropriate for minors.
6. Appropriate for All Ages
Don’t use the Services in a manner inappropriate for minors.
7. No Sexual Content
Don’t create sexually explicit or suggestive content.
8. No Automated Decision-making
Don’t perform or facilitate activities that may significantly affect the safety, wellbeing, or rights of others, including:
a. Conducting automated decision-making without a review mechanism; and
b. Engaging in political campaigning or lobbying, or deterring participation in democracy.
9. Respect IP Rights
Don’t provide or use inputs in violation of another person or organization’s intellectual property rights.
10. Don’t Collect “Sensitive” Information
Don’t use to collect drivers license numbers, passport numbers, social security, tax ID or similar numbers, bank, checking, credit card, debit card, financial, or other personal account numbers, and sensitive financial or health information.