1. Provision of Services
 
1.1  Services Agreement. These Terms and Conditions are hereby incorporated into and made a part of the Services Agreement signed by the Customer. By signing the Services Agreement, the Customer acknowledges and agrees to be bound by these Terms and Conditions. AppZen’s agreement to the Services Agreement and these Terms and Conditions is evidenced by its provision of the Services. All documents referenced within these Terms and Conditions shall be deemed part of the Services Agreement and are hereby incorporated by reference. All defined terms herein have the same meaning as given to them in Exhibit A (Definitions).
 
1.2. Provision of the Subscription Service. Subject to the Customer’s payment of the fees set forth in the Services Agreement and the terms and conditions herein, AppZen will provide to the Customer the following: (a) the Subscription Service via an online user interface specified in the Documentation; and (b) the necessary Access Protocols to allow the Customer and its Authorized Users to access the Subscription Service, for its internal business purposes only.
 
1.3  Set-up. The Customer will provide all necessary assistance, including but not limited to any required integration elements (such as APIs and technical support), as reasonably required by AppZen in connection with AppZen’s set-up of the Subscription Service.
 
1.4 Restrictions. With respect to the Subscription Service, the Customer will not (and will not permit others to): (a) use it in excess of contractual usage limits (including as set forth in the Services Agreement), or in a manner that circumvents usage limits or technological access control measures; (b) license, sub-license, sell, resell, rent, lease, transfer, distribute, time share, or otherwise make any of it available for access by third-parties; (c) access it for the purpose of developing or operating products or services for third-parties in competition with the Subscription Service or AppZen; (d) disassemble, reverse engineer, or decompile it; (e) copy, create derivative works based on, or otherwise modify it, except as provided by law, in which case the Customer will provide prior written notice to AppZen before taking such action; (f) remove or modify a copyright or other proprietary rights notice in it; (g) use it to reproduce, distribute, display, transmit, or use material protected by copyright or other Intellectual Property Right (including the rights of publicity) without first obtaining the written permission of the owner; (h) use it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or otherwise engage in a malicious act or disrupt its security, integrity, or operation; or (i) access or disable any AppZen or third-party data, software, or network (other than the Customer’s instance of the Subscription Service under the Services Agreement).
 
1.5 Data Security and Personal Data. AppZen is certified as ISO27001:2022 and SSAE 18, Type 2 SOC 2 compliant as of the Effective Date and will remain certified to these or equivalent or greater standards (the “ISMS Standards”) throughout the term of the Services Agreement. AppZen will maintain appropriate administrative, physical and technical safeguards according to the ISMS Standards. These safeguards will include, but not be limited to, measures designed to prevent unauthorized access to, or unauthorized disclosure of, Raw Data. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom or Switzerland are Processed by AppZen, the Standard Contractual Clauses will apply, as further set forth in the DPA. Where the Standard Contractual Clauses are applicable, the Customer is the data exporter, AppZen is the data importer, and the parties’ execution of the Services Agreement will be treated as their execution of the DPA.
 
1.6 Subprocessors and Subcontractors. AppZen will use subprocessors to provide the Subscription Service, with the particular subprocessors and roles set forth at https://www.appzen.com/privacy/subprocess (as may be updated from time to time) and the Customer hereby authorizes AppZen’s use of such subprocessors and the use of any additional subprocessors as AppZen may designate during the Subscription Term. AppZen may also use subcontractors to assist in implementation, integration, or other work in connection with the delivery of the Subscription Service, and the Customer hereby authorizes AppZen’s use of such subcontractors as AppZen deems appropriate. AppZen will be liable for the actions and omissions of its subprocessors and subcontractors in their performance under the Services Agreement, including (without limitation) for any breach of AppZen’s obligations under the Services Agreement by any such subprocessor or subcontractor.
 
2. Customer Obligations
 
2.1 Responsibilities of the Customer. The Customer will be responsible for obtaining and maintaining, at the Customer’s expense, all telecommunications, computer hardware, software, and Internet connectivity required by the Customer or any Authorized User to access the Subscription Service from the Internet, as well as for enabling integration with any systems used by the Customer as required for the operation of the Subscription Service. The Customer and its Authorized Users will have access to the Raw Data and will be responsible for all changes to and/or deletions of Raw Data. The Customer will (a) prevent unauthorized access to, or use of, the Subscription Service; (b) safeguard the Access Protocols, and (c) notify AppZen promptly of any unauthorized use known (or which should reasonably be known) to the Customer. The Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Raw Data. The Customer agrees that the Subscription Service will not be used, and is not licensed for use, in connection with any of the Customer’s time-critical or mission-critical functions. The Customer represents and warrants that any Raw Data submitted to the Subscription Service will not (i) infringe or misappropriate any Intellectual Property Rights of any person; (ii) be deceptive, defamatory, obscene, or unlawful; or (iii) contain any viruses, worms or other malicious computer programming codes intended to damage AppZen’s systems or data. AppZen will have the right to review and monitor all use of the Subscription Service to ensure compliance with the terms of the Services Agreement.
 
2.2 Representations and Warranties. The Customer represents and warrants that: (a) its use of the Subscription Service will comply with Applicable Laws; (b) Raw Data will not contain (i) any data for which the Customer does not have all rights, power, and authority necessary for its collection, use, and Processing as contemplated by the Services Agreement; or (ii) any data with respect to which the Customer’s and AppZen’s usage as contemplated herein would violate and/or cause AppZen to violate Applicable Laws; and (c) the Customer has all rights necessary to enable AppZen to integrate with any systems designated by the Customer in the course of implementation of the Subscription Service for the Customer, and the Customer grants AppZen all necessary rights for enabling and/or implementing such integration, implementation, and subsequent operation, of the Subscription Service with the Customer’s designated systems during the Subscription Term.
 
3. Intellectual Property
 
3.1 Ownership of the Raw Data. As between the Customer and AppZen, the Customer owns and retains all right, title, and interest to the Raw Data and any Intellectual Property Rights therein. All rights in and to the Raw Data not expressly granted to AppZen are reserved.
 
3.2 License Grant to AppZen. The Customer grants to AppZen a non-exclusive, worldwide, royalty-free and fully paid license to use, Process, copy, store, transmit, perform, modify, distribute, display, and create derivative works of the Raw Data solely: (a) to provide and improve the Subscription Service; (b) to act in accordance with the Customer’s instructions with regard to the Raw Data; and (c) to comply with Applicable Laws.
 
3.3 Aggregated Data. AppZen may use aggregated, de-identified, or anonymized data (including benchmarks, metrics, usage information, or de-identified extracts of Raw Data) (“Aggregated Data”) for AppZen’s general business purposes (including but not limited to, improving AppZen’s machine learning algorithms, developing other products or services, testing, analytical, or other business purposes), on the condition that (a) no such Aggregated Data will be identified as derived from, or in any way associated with, the Customer or its Authorized Users; and (b) Aggregated Data will not include the Customer’s Personal Data. The Customer irrevocably and unconditionally assigns any and all rights, title, and interest (including all Intellectual Property Rights relating thereto) that it may have to such Aggregated Data to AppZen, without any royalty or accounting obligations to the Customer or any other party.
 
3.4 Ownership of the Services. The Subscription Service (including, but not limited to, algorithms or technologies incorporated therein) and any other technology, data, or other items developed or generated by AppZen at any time (and all worldwide Intellectual Property Rights in each of the foregoing (including any improvements to and/or derivative works thereof, as well as data developed or generated by provision of the Subscription Service)) are the exclusive property of AppZen and/or its suppliers, as applicable. All rights in and to the Subscription Service not expressly granted to the Customer in the Services Agreement are reserved.
 
3.5 Feedback. The Customer and/or its Authorized Users may provide AppZen with feedback, ideas, and/or suggestions. The Customer irrevocably and unconditionally assigns to AppZen any and all rights, title, and interest (including all Intellectual Property Rights relating thereto) in any and all such feedback ideas, and/or suggestions, without any royalty or accounting obligations to the Customer or any other party.
 
4. Fees, Taxes and payments
 
4.1 Fees and Taxes. As consideration for the Subscription Service, the Customer will pay to AppZen the fees set forth in the Services Agreement in US Dollars, in accordance with the payment terms set forth therein. In the event payment by credit card is stipulated in the Services Agreement, the Customer authorizes AppZen to charge the specified credit card for the fees due. By providing credit card information, the Customer acknowledges they are authorized to use the provided credit card. In the event payment by ACH is specified in the Services Agreement, the Customer authorizes AppZen to initiate automatic ACH payments from the Customer's designated bank account for the fees due. The Customer will complete an ACH Authorization Form if necessary. All amounts payable to AppZen hereunder are non-refundable. AppZen reserves the right to utilize third-party payment processors for the collection and processing of payments. By agreeing to the Services Agreement, the Customer consents to AppZen’s use of such third-party payment processors and agrees to comply with any terms and conditions imposed by these processors and communicated to the Customer. AppZen will be entitled to withhold performance and discontinue the Subscription Service until any past due amount is paid in full. Any undisputed amounts not paid when due will bear interest at the rate of one percent (1%) per month, or the maximum rate allowed under Applicable Laws, whichever is less. Any disputes concerning charges must be raised within thirty (30) days after receiving notice of such charges; absent such an objection, the amounts will be considered undisputed for all purposes. The fees are exclusive of all applicable sales, use, withholding, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges. The Customer will be responsible for payment of all taxes (excluding taxes on AppZen’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, or the delivery or use of the Subscription Service. The Customer will make all payments of fees to AppZen free and clear of, and without reduction for, any withholding taxes, where applicable. Any such taxes imposed on payments of fees to AppZen will be the Customer’s sole responsibility, and the Customer will provide AppZen with official receipts issued by the appropriate taxing authority, or such other evidence as AppZen may reasonably request to establish that such taxes have been paid.
 
4.2 Additional Purchases, Use Verification, and Overages. If during the Subscription Term, the Customer requires additional volume, the Customer may execute a new Services Agreement for additional volume in blocks of at least ten per cent (10%) of annual committed volumes at the then current per unit price. The Customer must execute the new Services Agreement within thirty (30) days of the Customer reaching its committed volume. If the Customer exceeds the committed volume without executing a new Services Agreement within thirty (30) days, AppZen may charge the Customer for the additional volume at one hundred and fifty per cent (150%) of the per-unit price, or otherwise in accordance with the agreed overage charges and associated payment terms specified in a Services Agreement, and the Customer will be responsible for making payment accordingly.
 
5. Warranties and Disclaimers
 
5.1 Warranty. AppZen warrants to the Customer that the Subscription Service will perform in a good and workmanlike manner. The foregoing warranty will not apply to performance issues with the Service: (a) that result from any actions or inactions of the Customer or any third parties; (b) that result from the Customer’s data structures, operating environment, or equipment; or (c) caused by other factors outside of AppZen’s reasonable control.
 
5.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 5.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SUBSCRIPTION SERVICE IS PROVIDED ON AN “AS IS, WHERE IS” BASIS, AND APPZEN MAKES NO OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SUBSCRIPTION SERVICE PROVIDED TO CUSTOMER BY APPZEN. APPZEN DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SUBSCRIPTION SERVICE will BE UNINTERRUPTED OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
 
 
6. LIMITATION OF LIABILITY
 
6.1 Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAWS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THE SERVICES AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.
6.2 Amount of Damages. SUBJECT TO SECTION 6.3, TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAWS, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SERVICES AGREEMENT will NOT EXCEED THE FEES PAID OR OWED BY CUSTOMER TO APPZEN DURING THE twelve (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, EXCEPT THAT WITH RESPECT TO BREACHES OF SECTION 7 (CONFIDENTIALITY), THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SERVICES AGREEMENT will NOT EXCEED FIVE TIMES (5X) THE FEES PAID OR OWED BY CUSTOMER TO APPZEN DURING THE twelve (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THESE LIMITS.
 
6.3 Exclusions. NOTHING IN THE SERVICES AGREEMENT will LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR ITS INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION_8 (INDEMNIFICATION), GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, DEATH or PERSONAL INJURY, THE OBLIGATION TO PAY FOR THE FEES OWED HEREUNDER, OR MATTERS WHICH CANNOT BE EXCLUDED NOR LIMITED AS A MATTER OF APPLICABLE LAW.
 
6.4 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 6 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the fees have been set and the Services Agreement is entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
 
 
7. Confidentiality
 
During the Subscription Term, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services or other confidential or proprietary information (collectively, “Confidential Information”). For the avoidance of doubt, the Subscription Service, Documentation, output of the Service, and all enhancements and improvements thereto, will be considered Confidential Information of AppZen, and the Raw Data will be considered Confidential Information of the Customer. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under the Services Agreement. The Receiving Party will limit access to the Confidential Information to its and its Affiliates’ employees and contractors who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential or proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of the Services Agreement, the Receiving Party will return to the Disclosing Party or destroy/erase all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under the Services Agreement. The obligation to return or destroy Confidential Information or copies thereof will not extend to back-up or archival copies generated in the ordinary course of the Receiving Party’s information systems’ procedures or to copies that must be retained under Applicable Laws, provided that such copies will: (a) be erased or destroyed in the ordinary course of the Receiving Party’s data processing procedures; and (b) remain subject to the obligations of confidentiality stated herein for so long as they are retained. The confidentiality obligations set forth in this section will not apply to any information that: (i) becomes generally available to the public through no fault of the Receiving Party; ii) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (iii) the Receiving Party can prove, by clear and convincing evidence, was already known to the Receiving Party without restriction at the time of disclosure; and (iv) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under the Services Agreement or is required by law, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with efforts of the Disclosing Party to seek an appropriate protective Services Agreement.
 
 
8. Indemnification
 
8.1 By AppZen. AppZen will defend, at its expense, any third party suit brought against the Customer, and will pay any settlement AppZen makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Subscription Service infringes or misappropriates any Intellectual Property Rights of such third party. If any portion of the Subscription Service becomes, or in AppZen’s opinion is likely to become, the subject of a claim of infringement, AppZen may, at AppZen’s option: (a) procure for the Customer the right to continue using the Subscription Service; (b) replace the Subscription Service with a non-infringing, substantially similar subscription service; or (c) modify the Subscription Service so that it becomes non-infringing. In the event that any portion of the Subscription Service becomes, or in AppZen’s opinion is likely to become, the subject of a finding of infringement or an injunction, and none of the prior options are reasonably feasible, AppZen may terminate the Services Agreement. Notwithstanding the foregoing, AppZen will have no obligation under this section or otherwise to the extent any infringement claim is based upon: (i) any use of the Subscription Service not in accordance with the Services Agreement or as specified in the Documentation; (ii) any use of the Subscription Service in combination with products, equipment, software or data not supplied or recommended by AppZen; (iii) any modification of the Subscription Service other than by AppZen or its authorized agents; or (iv) modification of the Subscription Service based upon specifications furnished by the Customer. This section states the sole and exclusive remedy available to the Customer and the entire liability of AppZen, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for third party claims and actions described in this section.
 
8.2 By the Customer. The Customer will defend, at its expense, any third party suit brought against AppZen, and will pay any settlement the Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party arising out of or relating to the Customer’s breach or alleged breach of Section 1.4 (Restrictions) and Section 2 (Customer Obligations). This section states the sole and exclusive remedy available to AppZen and the entire liability of the Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for third party claims and actions described in this section.
 
8.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement thereof; and (c) the indemnified party will reasonably cooperate with the indemnifying party to facilitate such settlement or defense.
 
 
9. Term And Termination
 
9.1 Term. The Services Agreement commences on the Effective Date and remains in effect until terminated in accordance with the terms hereof.
 
9.2 Termination. In addition to any rights to terminate the Services Agreement in the Services Agreement, either party may terminate the Services Agreement with immediate effect upon notifying the other party if the other party materially breaches the Services Agreement and fails to cure the breach within thirty (30) days after receiving written notice of the breach from the non-breaching party.
 
9.3 Effect of Termination. Upon termination or expiration of the Services Agreement for any reason: (a) all rights and obligations of both parties (except for surviving items as provided for below) will terminate; and (b) within ten (10) days after the effective date of termination, each party will comply with the obligations to return, destroy or erase all Confidential Information of the other party, as set forth in Section 7. The Customer may, within thirty (30) days of termination of the Services Agreement, request AppZen to return the Customer’s Raw Data and any output results in its instance. Thereafter, AppZen will delete the Customer’s instance and any data contained therein. Any provision of this Agreement that, by its nature, is intended to survive the termination or expiration of this Agreement, including but not limited to obligations regarding confidentiality, indemnification, limitations of liability, and intellectual property rights, shall survive such termination or expiration.
 
10. Miscellaneous
 
10.1 Governing Law and Dispute Resolution. The Services Agreement will be governed by the laws of the State of California, without regard to principles of conflicts of law. In the event of a dispute between the parties, each party will provide the other party with written notice of the dispute as soon as practicable, and the parties agree to exercise reasonable efforts to resolve the dispute amicably. A dispute that cannot be resolved within thirty (30) days following the notice of the dispute will, upon written demand of either party, be resolved exclusively by final and binding arbitration. If both parties have headquarters in California, arbitration will be conducted exclusively in Santa Clara, California. If the Customer is not headquartered in California, arbitration will be conducted exclusively in New York, New York. Arbitration will be held by the Judicial Arbitration and Mediation Service (“JAMS”) pursuant to the United States Arbitration Act, 9 U.S.C., Section 1 et seq, and the Comprehensive Arbitration Rules and Procedures of JAMS then in effect. The arbitration will be conducted, and all evidence will be submitted in the English language. Each party will bear its own costs and expenses, and the two parties will share equally the fees and costs of the arbitrators, unless the arbitrator rules otherwise. The award rendered in the arbitration will be final and binding and may be enforced in any court of competent jurisdiction. The foregoing will not apply if the dispute involves a breach of confidentiality obligation or an infringement of the other party’s Intellectual Property Rights. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Services Agreement.
 
10.2 Export Compliance. Each party will comply with local and foreign export control Applicable Laws, including U.S. export control laws.
 
10.3 Severability, Waiver, Nonexclusivity, and Relationship Nature. If any provision of the Services Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Services Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of the Services Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Nothing in the Services Agreement will be deemed to restrict or limit AppZen’s right to perform similar services for any other party or to assign any employees or subcontractors to perform similar services for any other party or to use any information incidentally retained in the unaided memories of its employees providing the Subscription Service. AppZen’s relationship to the Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.
 
10.4 No Assignment. The Customer will not assign, subcontract, delegate, or otherwise transfer the Services Agreement, or its rights and obligations herein, without obtaining the prior written consent of AppZen, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
 
10.5 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of the Services Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the reasonable control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

10.6 Notices. Except as otherwise specified in this Services Agreement, each party must deliver all notices or other communications under the Services Agreement in writing to the other party at the address listed in the Services Agreement by courier, by electronic mail, or by a nationally recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by courier or express mail service, such notice will be deemed given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for notice by giving notice of such change to the other party.
 
10.7 Entire Agreement. The Services Agreement constitutes the entire agreement of the parties with respect to the subject matters hereof and supersedes all prior and contemporaneous agreements, representations, negotiations and discussions between the parties with respect to such subject matters, whether oral or written. Subject to Section 10.8, no modification of, or amendment to, the Services Agreement, or any waiver of any rights under the Services Agreement, will be effective unless in writing and signed by an authorized signatory of the Customer and AppZen. For the avoidance of doubt, no purchase order or similar Customer-issued order form document may be deemed to alter or supersede any terms set forth herein, even to the extent that AppZen signifies acceptance of any such purchase order or similar document; any such acceptance will serve solely as an acknowledgement of the Customer’s order which will be governed by the terms of this Service Agreement. This Service Agreement is not contingent, and the Customer has not relied upon, the delivery of any future functionality, regardless of any verbal or written communication around AppZen’s future plans. The Services Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be deemed to be one instrument.
 
10.8 Changes AppZen reserves the right to change these Terms and Conditions at any time. AppZen does not need to give the Customer notice of changes that benefit the Customer or that do not materially reduce the benefit of the Subscription Service. For any other change, AppZen will give the Customer such notice as it considers to be reasonable in the circumstances. AppZen may give the Customer notice by providing a message directly to the Customer (including by sending Customer an email, text message, or a message within the Subscription Service) or by posting a general notification on the Subscription Service platform. If Customer keeps using the Subscription Service or the Services after the notification is provided or posted, Customer will be deemed to have accepted the changes. If Customer doesn’t accept any changes, Customer must notify AppZen and cease using the Subscription Service immediately.
 
EXHIBIT A
DEFINITIONS
 
Capitalized terms will have the meanings set forth in this Exhibit, or in the section where they are first used.
“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other procedures, provided by AppZen to allow the Customer or Authorized Users to access the Subscription Service.
“Affiliate” means any individual, corporation, partnership, limited liability company, or other entity that directly or indirectly, controls, or is controlled by, or is under common control with, a party. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of any such entity or organization, whether through the ownership of securities, by contract, or otherwise.
“Applicable Law(s)” means all laws, regulations, standards, and self-regulatory guidelines applying to the parties and/or the provision or use of the Subscription Service, including but not limited to laws, regulations, standards, and self-regulatory guidelines relating to privacy, data protection, security, breach notification, consumer protection, or the Processing of Personal Data that may apply to the Customer or AppZen, as applicable. Applicable Laws include, but are not limited to, the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 - 1798.199) and the General Data Protection Regulation (Regulation (EU) 2016/679).
“AppZen” means AppZen, Inc. whose principal place of business is as per the Services Agreement.
“Authorized User(s)” means any individual who is an employee or contractor of the Customer or Affiliate of the Customer authorized by the Customer to access the Subscription Service in accordance with the Customer’s rights under the Services Agreement.
“Documentation” means the technical materials and documentation made available by AppZen in electronic form describing the use and operation of the Subscription Service.
“DPA” means the AppZen Data Processing Addendum, including the Standard Contractual Clauses and appendices in effect at https://www.appzen.com/data-processing-addendum/ as may be amended by AppZen from time to time, which is incorporated herein by reference.
“Effective Date” means the date on which the Services Agreement is executed by the Customer.
“Intellectual Property Rights” means any and all intellectual property, industrial property, and other proprietary rights available under applicable law, including all rights with respect to patents, copyrights, moral rights, trademarks, trade secrets, know-how, algorithms, and databases.
“Personal Data” means any information relating to an identified or identifiable individual, unless Applicable Laws provide for a different definition for “Personal Data” or a similar term, like personal information, in which case “Personal Data” has the meaning set forth by the Applicable Laws.
“Process” and “Processing” mean any operation or set of operations performed on Raw Data, whether or not by automated means, such as collection, recording, organization, creating, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Raw Data” means any information provided or transmitted by the Customer or on behalf of the Customer to the Subscription Service. For the avoidance of doubt, “Raw Data” may include Personal Data.
“Services Agreement” means all written Services Agreement forms signed by the Customer referencing these Terms and Conditions and identifying the applicable Subscription Service to be made available by AppZen, fees, start date for the Subscription Term, and other terms and conditions applicable to the Subscription Service.
“Subscription Service” means the software as a subscription service identified in the Services Agreement which is accessed and used by the Customer via the worldwide web, subject to the volume limits in the Services Agreement.
“Subscription Term” means the period during which the Customer has agreed to subscribe to and receive the Subscription Service, starting from the Effective Date and continuing until terminated in accordance with the Services Agreement.