Rendered.ai Software as a Service Agreement
Last Updated: June 8, 2021
This Software as a Service Agreement (this “Agreement”) governs your and your Authorized Users’ (defined below) access to and use of our Services (as defined below), which are made available to you (“Customer,” “you,” or “your”) by DADoES, Inc. (d/b/a Rendered.ai) (“Rendered.ai”, “we,” “our,” or “us”).
If you are entering into this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” refers to such entity. Customer and Rendered.ai are each referred to herein as a “Party,” and together are referred to herein as the “Parties.”
BY CLICKING THE “ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, YOU AND YOUR AUTHORIZED USERS MAY NOT ACCESS OR USE THE PLATFORM OR THE SERVICES.
The Parties hereby agree as follows:
The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
1.1. “Administrative User” means your employees, contractors, or agents authorized by you to access the Platform and use the Services through your Billing Account, and to grant End Users permission to access the Platform and use the Services; provided, however, that any contractors’ or agents’ access to and use of the Services will be limited to their provision of services to Customer.
1.2. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
1.3. “Applicable Law” means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.
1.4. “Authorized User” means collectively, the Administrative Users and End Users. You are responsible for all acts and omissions of Authorized Users and any other person who accesses and uses the Platform using any of your or any Authorized Users’ login credentials.
1.5. “Billing Account” means as set forth in Section 2.2.
1.6. “Confidential Information” means: (i) with respect to Rendered.ai, the Platform, the Services, and any and all source code relating thereto, the Usage Data, the Aggregate Data, the Documentation, and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to you, the Customer Data and any other non-public information or material regarding your legal or business affairs, financing, Authorized Users, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
1.7. “Customer Data” means any data and information that you or your Authorized Users submit to the Platform, including, without limitation, the personal information (such as name, email address, and other identifying information) of Authorized Users.
1.8. “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Services as provided or made available by Rendered.ai to Customer whether in a written or electronic form.
1.9. “Effective Date” means the date you accept this Agreement.
1.10. “End User” means users authorized by Administrative Users to access and use one or more workspaces set up by the Administrative Users on the Platform through their End User Accounts, pursuant to the terms and conditions of this Agreement.
1.11. “End User Account” means as set forth in Section 2.2.
1.12. “Fees” means the applicable fees that you owe to us based on the usage of your Billing Account.
1.13. “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services or the Platform, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services or the Platform to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services or the Platform.
1.14. “Output” means the reports, models, analyses, and related output that may be generated by Authorized Users use of the Platform and made available to Authorized Users as part of the Services.
1.15. “Platform” means our proprietary, synthetic data and workflow software as a service (SaaS) platform, and all updates and improvements thereto, together with all Documentation.
1.16. “Services” means our provision to you of access to, and usage of the Platform, and the support services as set forth in this Agreement.
1.17. “Usage Data” means the data that we collect in connection with our monitoring of the performance and use of the Platform by you and your Authorized Users, including, without limitation, date and time that you access the Platform, the portions of the Platform visited, the frequency and number of times such pages are accessed, the number of times the Platform is used in a given time period and other usage and performance data.
2. PROVISION OF SERVICES
2.1. Services. During the Term (as defined below), we will provide the Services to you subject to the terms and conditions of this Agreement. Subject to the terms and conditions hereof, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to: (i) access and use the Platform for your internal business purposes; and (ii) allow End Users to access and use the Platform for their internal business purposes.
2.3. Modifications. We reserve the right to modify the Services, and the Platform from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Services, or the Platform at any time during the Term at our sole and reasonable discretion. Any such modification or discontinuance will not materially decrease the overall functionality of the Services, or the Platform.
2.4. Beta Features. From time to time, we may invite Customer to try “beta” features or functionalities of the Platform which are not generally available to our customers for use at no charge. Customer may accept or decline any such trial in its sole discretion. Such beta features are for evaluation purposes only and not for use, are not considered part of the Services under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise expressly agreed to by us, any beta feature trial period will expire upon the date that a version of the beta feature becomes generally available to all of our customers for use or upon the date that we elect to discontinue such beta feature. We may discontinue beta features at any time in our sole discretion and may never make them generally available as part of the Services. We will have no liability to Customer or any third party for any harm or damage arising out of or in connection with any use of a beta feature, and Customer’s use of any beta feature is at Customer’s own risk.
2.5. Hosting. During the Term, we, or our contractors, shall host the Platform, such that the Platform is available for use by you and your Authorized Users. We and/or our contractors shall periodically monitor the Platform to optimize performance, and shall use commercially reasonable efforts to minimize any downtime, other than for scheduled maintenance or downtime caused by reasons beyond our reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers. We will notify you of any unavailability or other issue with the Services, or the Platform. You and your Authorized Users will be responsible for obtaining Internet connections and other third-party software and services necessary for them to access the Platform and the Services.
2.6. Support Services. We accept support questions twenty-four (24) hours per day, seven (7) days per week via the Platform. Responses to support questions submitted through the Platform are provided during our normal business hours only. We attempt to respond to support questions within one (1) business day, although we do not promise or guarantee any specific response time.
3. USE AND LIMITATIONS OF USE
3.1. Restrictions on Use. You shall not (and shall not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to use the Services and the Platform; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services or the Platform; (iii) modify, adapt, or translate the Services, the Platform, or any portion or component thereof; (iv) make any copies of the Services, the Platform, or any portion or component thereof; (v) resell, distribute, or sublicense the Services, the Platform, or any portion or component thereof, or use any of the foregoing for the benefit of anyone other than Customer; (vi) remove or modify any proprietary markings or restrictive legends placed on the Services, or the Platform; (vii) use the Services, the Platform, or any portion or component thereof in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (viii) introduce, post, or upload to the Services, or the Platform any Harmful Code; (ix) save, store, or archive any portion of the Services (including, without limitation, any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform without the prior, written permission of Rendered.ai in each instance; (x) use the Services, or the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Services, or the Platform for the benefit of a third party; or (xi) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.
3.2. Compliance. We have the right to monitor your compliance with this Section 3. If any such monitoring reveals that your or your Authorized Users are using the Platform, or any portion or component thereof in violation of this Agreement, you shall remedy any such non-compliance within five (5) business days of receiving notice from us. Failure to remedy such default shall be deemed a material breach of this Agreement by Customer.
4. CUSTOMER DATA AND OUTPUT
4.1. Customer Data. Subject to the terms and conditions of this Agreement, Customer hereby grants us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data for the purpose of providing the Services hereunder. You will have sole responsibility for the accuracy, quality, and legality of your Customer Data.
4.2. Aggregated Data. Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, the Customer Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our products and services including the Platform and the Services. Aggregate Data does not identify Customer or any individual. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
4.3. Output. Subject to the terms and conditions of this Agreement, we hereby grant you a non-exclusive, worldwide, full paid-up, royalty-free right and license to use the Output for your internal business purposes. You shall not sell, license, or otherwise make available the Output to any third-party on a stand-alone basis; provided, however, you have the right to combine the Output with any additional information, materials or documents (collectively, the “Bundled Output”) and sell, license, or otherwise make available the Bundled Output to any third-party.
4.4. Data Security. We (and any third-party hosting provider that we may engage) will employ commercially reasonable physical, administrative, and technical safeguards to secure the Customer Data, from unauthorized use or disclosure.
5. INTELLECTUAL PROPERTY
As between the Parties, all right, title, and interest in and to the Services, the Platform, the Output, the Aggregate Data, and the Usage Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Rendered.ai. Subject to Section 4, all right, title, and interest in and to Customer Data, and all intellectual property rights therein, will be and remain Customer’s sole and exclusive property.
6. CONFIDENTIALITY / FEEDBACK
6.1. Confidentiality Obligations. At all times, the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its “Representatives”), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.
6.2. Feedback. During the Term, you and your Authorized Users may elect to provide us with feedback, comments, and suggestions with respect to the Services, or the Platform (“Feedback”). Customer agrees that Rendered.ai will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Customer or any Authorized User.
7. REPRESENTATIONS AND WARRANTIES; OUR DISCLAIMER
7.1. Representations and Warranties. Each Party represents and warrants to the other Party that: (i) to the extent it is an entity, it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby constitute a valid and binding agreement of such Party; (iii) the individual accepting this Agreement on behalf of a legal entity has the authority to bind such entity to this Agreement; and (iv) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder. In addition, you represent and warrant that you have all necessary rights to provide us with the Customer Data and to grant to us the licenses thereto that are granted under this Agreement.
7.2. Our Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SERVICES, THE PLATFORM, THE OUTPUT, ANY BETA FEATURES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS AND INFORMATION PROVIDED BY RENDERED.AI HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER RENDERED.AI NOR OUR SUPPLIERS OR SERVICE PROVIDERS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND RENDERED.AI HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
8. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ITS AFFILIATES, OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. FURTHER, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.1. Indemnification by Customer. You will indemnify, defend, and hold Rendered.ai, our Affiliates, our suppliers and service providers, and our and their respective Representatives harmless from and against any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by any of such parties in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from your or any of your Authorized Users’ (i) breach or violation of this Agreement, including any of your representations and warranties hereunder; or (ii) gross negligence or willful misconduct.
9.2. Indemnification by Rendered.ai. Rendered.ai will indemnify, defend, and hold Customer and its Representatives harmless from and against any and Losses incurred by any such parties in connection with any Claim (i) arising from Rendered.ai’s gross negligence or willful misconduct, or (ii) alleging that the Platform or your access thereto infringes or misappropriates any third-party intellectual property rights (an “Infringement Claim”). In the event that we reasonably determine that the Platform is likely to be the subject of a third-party Claim, we will have the right (but not the obligation), at our own expense, to: (a) procure for you the right to continue to use the Platform as provided in this Agreement; (b) replace the infringing components of Platform with other components with equivalent functionality; or (c) suitably modify the Platform so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate this Agreement without further liability to you. Notwithstanding the foregoing, we are not obligated to indemnify, defend, or hold Customer or its Representatives harmless with respect to any Infringement Claim to the extent the Infringement Claim arises from or is based upon (v) any Rendered.ai product or service outside of the scope of this Agreement; (w) your or your Authorized Users’ use of the Platform not in accordance with the Documentation or this Agreement; (x) any unauthorized modifications, alterations, or implementations of the Platform made by or on behalf of Customer (other than by Rendered.ai); (y) use of the Platform in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or expressly permitted in writing by us; or (z) use of the Platform in a manner or for a purpose for which it was not designed. This Section 9.2 states Customer’s sole and exclusive remedy, and our sole and exclusive liability, regarding any Infringement Claim.
9.3. Procedure. The indemnification obligations set forth in Section 9.1 and Section 9.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim (provided that failure to provide prompt written notice to of such Claim will not alleviate the indemnifying Party of its obligations under this Section 9 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party’s approval.
10. FEES AND PAYMENT
10.1. Fees and Taxes. All Fees are due and payable as set forth below. Fees are in addition to and do not include any federal, provincial, or local sales, PST, GST, HST, VAT, foreign withholding, use, property, excise, service, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which will be for your account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to us prior to the execution of this Agreement. If we are required to collect and remit Taxes on your behalf, we will invoice you for such Taxes, and you will pay us for such Taxes in accordance with Section 10.2. You hereby agree to defend, indemnify, and hold harmless us, our suppliers, our hosting providers, and our and their respective officers, directors, managers, employees, contractors and agents from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any Taxes and related costs, interest, and penalties paid or payable by us on your behalf. For the avoidance of doubt, we will only be responsible for any taxes related to our income, property, franchise, or employees.
10.2. Payments. We will invoice you for the Fees and any applicable Taxes. All amounts are due and payable to us within thirty (30) days from your receipt of the invoice.
10.3. Late Payments. In the event that any invoiced amount is not received by us by the due date as set forth in Section 10.2, then without limiting our rights and remedies, we may: (i) charge interest on the outstanding balance (at a rate not to exceed the lesser of one percent (1%) per month or the maximum rate permitted by law); (ii) condition future provision of Services on payment terms shorter than those specified in Section 10.2; (iii) suspend the Services pursuant to Section 11.3; and/or (iv) terminate this Agreement in accordance with and pursuant to Section 11.2.
10.4. Non-Refundable. Unless otherwise expressly provided for in this Agreement, all Fees paid under this Agreement are non-refundable.
10.5. No Contingency for Future Commitments. You agree that payment of the Fees under this Agreement is not contingent on the delivery of any future Platform functionalities, or features, or any other future commitments, except as set forth in Section 2.1 and Section 2.6 of this Agreement.
11. TERM AND TERMINATION
11.1. Term. The term of this Agreement commences on the Effective Date and continues in full force and effect until terminated pursuant to Section 11.2 (the “Term”).
11.2.1. Either Party may terminate this Agreement: (i) upon thirty (30) days’ notice to the other Party if the other Party breaches a material term of this Agreement, and the breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.
11.2.2. We may terminate this Agreement for convenience upon thirty (30) days’ written notice to you.
11.2.3. We may terminate this Agremeent upon written notice to you under the limited circumstances set forth in Section 9.2.
11.3. Suspension for Non-Payment. We may suspend the Services upon written notice to you if any undisputed invoiced amount due to us is past due. We will not suspend the Services while you are disputing any invoiced amount due to us reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Services are suspended for non-payment, we may charge a re-activation fee to reinstate the Services. You will promptly reimburse us for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees we incur, to the extent necessitated by your refusal to pay any invoiced amounts that you are not disputing in good faith.
11.4. Effect of Termination. Upon termination of this Agreement: (i) we will stop providing the Services, and you will stop all access to and use of the Platform and the Services; (ii) if we have terminated this Agreement, you will promptly pay all unpaid Fees and applicable Taxes due through the end of the Term; and (iii) upon written request and subject to Section 4, each Party will either return to the Disclosing Party (or, at such Disclosing Party’s instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party’s Confidential Information that are in the Receiving Party’s possession or control.
11.5. Survival. The following provisions will survive termination of this Agreement: Section 1 (“Definitions”), Section 4 (“Data”), Section 5 (“Intellectual Property”), Section 6 (“Confidentiality; Feedback”), Section 7 (“Representations and Warranties; Our Disclaimer”), Section 8 (“Limitation of Liability”), Section 9 (“Indemnification”), Section 11.4 (“Effect of Termination”), this Section 11.5 (“Survival”), and Section 12 (“General Provisions”).
12. GENERAL PROVISIONS.
12.1. Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that Rendered.ai may, upon written notice to you, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise). Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
12.2. Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.
12.3. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to conflict of law principles. Each Party hereby irrevocably and unconditionally agrees that any legal action or suit related to this Agreement may be brought in any state or federal court of competent jurisdiction sitting in the State of Washington.
12.4. Notices. All notices that we are required to give you under this Agreement may be given via your dashboard on the Platform, and will be effective as of the date we post such notice. All notices that you are required to give us under this Agreement must be in writing and will be delivered either personally or by e-mail, national overnight courier. Notices from you will be effective upon actual delivery to and receipt by us.
12.5. Independent Contractors. The Parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other Party for any purpose, and neither Party will have any right, power, or authority to obligate the other Party.
12.6. Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.
12.7. Force Majeure. Neither Party will be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, COVID-19, quanrantine restrictions, freight embargoes, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers (collectively, “Force Majeure Event”). When such Force Majeure Event arises, either Party shall notify the other immediately in writing of its failure to perform, describing the cause of failure and how it affects performance, and the anticipated duration of the inability to perform. For the avoidance of doubt, nothing in this Section 12.7 shall be construed to excuse any payment obligations hereunder.
12.8. Third-Party Beneficiaries. The Parties agree that there are no third-party beneficiaries under this Agreement.
12.9. Complete Understanding. This Agreement constitutes the final and complete agreement between you and us regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements.