Platform Terms of Service.

2.1 Eligibility

The Services are intended for business and professional use. Customer must provide accurate account information and keep its administrative, billing, and security contacts current.

2.2 Account responsibilities

Customer is responsible for managing Authorized Users, assigning appropriate permissions, safeguarding credentials, and using available security controls appropriate to its environment. Customer must promptly notify the Company of suspected unauthorized access. Customer is responsible for activities it or its Authorized Users authorize or that result from its failure to comply with these obligations. This does not relieve the Company of its security obligations or responsibility for its own breach of this Agreement.

2.3 Authorized Users

Customer must ensure Authorized Users comply with this Agreement and must revoke access when no longer appropriate. User limits and any user-based fees are specified in the applicable Order Form or subscription plan.

2.4 Managed services and client environments

Subject to the applicable subscription and any separate partner agreement, Customer may use the Services to provide monitoring, management, planning, and related services to its clients and affiliates. Customer represents that it has authority to access those environments, process their data, install agents, and perform the actions it requests through the Services. Customer is responsible for obtaining necessary notices, consents, and authorizations and for maintaining appropriate separation and permissions between client accounts.

This permission does not authorize Customer to resell standalone subscriptions, sublicense the software, or represent itself as the Company’s agent unless separately agreed in writing. Customer’s agreements with its clients do not bind the Company or expand its obligations or liability.

3.1 License grant

Subject to this Agreement and payment of applicable fees, the Company grants Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the Services for its business purposes, including authorized client services under Section 2.4. Customer may install and use Company-provided agents and other software solely as necessary to use the Services in accordance with the Documentation. Transfer is permitted only under Section 16.3. Suspension and termination are governed by Sections 13 and 14.

3.2 Availability and support

The Company will use commercially reasonable efforts to make hosted Services available continuously, excluding planned maintenance and circumstances beyond its reasonable control. Support coverage and any service-level commitments are those expressly agreed in the applicable Order Form or service-level agreement. The Company does not guarantee uninterrupted or error-free operation.

3.3 Changes to the Services

The Company may update and improve the Services. It will provide reasonable advance notice of changes that materially reduce purchased functionality during a paid Subscription Term, except where immediate action is reasonably necessary for security or legal compliance. If a material reduction substantially impairs Customer’s use and the Company cannot provide a reasonable alternative within thirty (30) days after Customer’s written notice, Customer may terminate the affected Services and receive a refund of prepaid fees for the unused portion of the affected Subscription Term. Customer must exercise this right within thirty (30) days after that remediation period.

3.4 AI features and data use

Certain Services, including EyeQ, ImageAssure, Design Intelligence, AI Notetaker, and AI Discovery, use artificial intelligence. Depending on the feature and deployment, relevant Customer Data may be processed by third-party model providers to produce responses, analyze images, interpret device information, or perform other documented functions. The Company will identify applicable AI providers and processing purposes in its AI documentation, subprocessor disclosures, or an agreed AI schedule.

Customer authorizes AI processing within the disclosed scope when its Authorized Users enable or invoke an AI feature, or when the applicable Order Form expressly includes that processing. Any additional approval requirements in a signed agreement or AI schedule remain controlling. Material changes in processing purposes will be disclosed before the affected processing begins, with any authorization required by the applicable agreement or law.

The Company will not use Customer Data to train general-purpose AI models, or permit its AI service providers to do so, without Customer’s express written authorization. Processing to generate requested outputs is distinct from model training. AI providers that process Customer Data on the Company’s behalf remain subject to Section 6.3.

AI outputs may be inaccurate, incomplete, or unsuitable for a particular purpose. Customer must review outputs before relying on them for consequential decisions, proposals, designs, or operational changes. AI outputs are not a substitute for qualified professional judgment. AI-assisted actions are also subject to Section 3.5. These limitations do not excuse the Company from its express obligations under this Agreement.

3.5 Remote actions and automation

The Services may support remote access, commands, scripts, scheduled operations, configuration changes, password rotation, reboots, and AI-assisted or agent-driven workflows. Customer authorizes the Company to process and execute instructions initiated by Authorized Users or through integrations and automation configured by Customer, within the permissions and scope Customer establishes.

Customer is responsible for selecting authorized targets, reviewing scripts and proposed actions, configuring approval rules and schedules, and maintaining appropriate backups and recovery procedures. Configuring a scheduled or recurring workflow authorizes execution within that configuration until Customer disables or changes it. Actions may interrupt services or change device operation. Customer must assess these effects before authorizing execution. The Company remains responsible for providing the Services in accordance with this Agreement.

3.6 Customer systems and third-party integrations

Customer is responsible for maintaining supported devices, connectivity, credentials, licenses, and access required for the Services. Third-party products and services are governed by their own terms. Integration availability may depend on third-party APIs, permissions, and changes outside the Company’s control. This does not limit the Company’s responsibility for subprocessors it engages to provide the Services.

3.7 Professional services

Implementation, consulting, custom development, training, and other professional services are included only if expressly agreed in an Order Form or separate statement of work. That document will identify scope, fees, deliverables, responsibilities, and any acceptance criteria. These Terms apply to such work unless the parties agree otherwise in writing.

3.8 Planning and operational limitations

Monitoring, image assessments, retention checks, vulnerability information, and alerts reflect the information available to the Services and are not guarantees that every fault, threat, recording gap, or compliance issue will be detected. The Services do not provide emergency response or replace required life-safety systems, physical inspections, or professional assessments.

Customer must verify Planner outputs, including requirements, designs, bills of materials, estimates, and proposals, against site conditions, product specifications, applicable requirements, and professional judgment before procurement, submission, or installation. The Services do not provide licensed engineering or architectural certification unless expressly agreed through an appropriately qualified provider.

4.1 Scope and duration

The Company may offer Free Trials or free plans with the scope, limits, and duration disclosed at registration. The Company may change or discontinue free access on reasonable notice where practicable, or immediately for security, misuse, or legal reasons.

4.2 Limitations

Free Trials and free plans are provided as is and as available, without service-level commitments or the performance warranty in Section 10.1. The Company’s confidentiality, data protection, and security obligations continue to apply to Customer Data processed through free access.

4.3 Conversion

Paid access begins only when Customer accepts the applicable paid subscription terms. Unless expressly agreed during registration, a Free Trial does not automatically convert to a paid subscription.

5.1 Pricing and included features

Fees, billing units, included features, usage allowances, and subscription commitments are specified in the applicable Order Form or accepted subscription terms. Billing units may include Devices, camera channels, users, sites, projects, usage, transactions, or other stated measures. Additional products or features may carry separate fees, which apply only when Customer purchases or enables the offering after accepting its pricing. Usage charges under an already accepted pricing schedule do not require a separate purchase approval for each use.

New offerings do not change the pricing or included features of an existing Order Form during its then-current Subscription Term unless Customer agrees otherwise. Renewal pricing changes will be notified at least thirty (30) days before the applicable non-renewal deadline.

5.2 Discounts and changes in quantities

Discounts, minimum commitments, quantity adjustments, and prorations apply only as stated in the applicable Order Form or accepted subscription terms. A reduction in actual usage does not reduce an agreed minimum commitment or shorten a fixed Subscription Term.

5.3 Payment terms

Unless the Order Form or checkout states otherwise, invoices are due thirty (30) days from invoice date, in U.S. dollars. Customer must promptly identify any good-faith billing dispute and pay undisputed amounts when due. Fees are non-refundable except as expressly provided in this Agreement or required by law.

5.4 Late payments

Undisputed overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. The Company may suspend affected Services if an undisputed payment remains overdue fifteen (15) days after written notice. The Company will not suspend solely for an amount disputed reasonably and in good faith while the parties cooperate to resolve the dispute.

5.5 Taxes

Fees exclude applicable taxes and duties. Customer is responsible for taxes arising from its purchases, other than taxes on the Company’s net income. Customer must provide valid exemption documentation where applicable.

6.1 Ownership

As between the parties, Customer retains its rights in Customer Data. The Company does not acquire ownership of Customer Data. Rights of Customer’s clients and other data owners are not altered by this Agreement.

6.2 Permitted processing

Customer grants the Company the rights necessary to host, transmit, store, process, and display Customer Data to provide, maintain, secure, and support the Services for Customer and to comply with law. The Company will not sell Customer Data or use it for unrelated advertising. Use for general-purpose AI model training is governed by Section 3.4. Customer is responsible for the legality of its instructions and its authority to provide Customer Data.

6.3 Personal data and subprocessors

Where the Company processes personal data on Customer’s behalf and a data processing agreement is required, the parties will enter into an applicable Data Processing Addendum before that processing begins. The DPA will address processing instructions, applicable privacy requirements, data-subject assistance, transfers, and audit rights. The Privacy Policy describes the Company’s privacy practices but does not replace a required DPA.

Customer generally authorizes the Company to engage subprocessors to provide the Services, subject to the applicable DPA and any separately agreed restrictions. The Company will make its current subprocessor list available to Customer upon request and provide at least thirty (30) days’ advance notice of intended new or replacement subprocessors that process Customer Data, except where an urgent replacement is necessary to protect security or service continuity, in which case notice will be provided as soon as practicable.

6.4 Retention and deletion

During the Subscription Term, data availability and retention depend on the purchased plan, documented retention periods, and Customer’s configuration. The Services are not an unlimited archive or substitute for Customer’s independent backups.

Following termination or expiration of a paid subscription, the Company will make available Customer Data then retained in the Services for export through supported export functionality upon request for thirty (30) days, unless prohibited by law or prevented by a security issue requiring an alternative secure delivery method. This does not require recovery of data already deleted under the applicable retention settings. After that period, the Company will delete Customer Data from active systems within a reasonable period in accordance with its retention procedures, unless a different period is agreed in writing or required by law.

Free Trials and free plans do not include a contractual post-termination export period unless separately agreed in writing or required by applicable law or an applicable DPA. Customer should use available export functionality before free access ends. Data from expired free access may be deleted under the applicable retention procedures.

Residual copies may remain in backups until overwritten under normal backup cycles and may be retained where required by law or reasonably necessary for an ongoing legal dispute. Retained copies remain subject to this Agreement’s confidentiality and security protections, will not be used for unrelated purposes, and will be deleted when the applicable retention basis ends. Any deletion certification or specific deletion schedule must be expressly agreed in writing.

6.5 Security safeguards

The Company will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of Customer Data and the Services, including access controls, confidentiality obligations for personnel, encryption in transit and at rest for hosted Customer Data, vulnerability management, and incident-response procedures. The Company will not materially reduce the overall protection of Customer Data during a Subscription Term. No security measure guarantees prevention of every incident.

Customer remains responsible for the security of its own networks, devices, endpoints, and account configuration. Detailed security commitments, assessment rights, or service-specific requirements apply when expressly included in an agreed security addendum or DPA.

6.6 Security incidents

The Company will notify Customer without undue delay after becoming aware of unauthorized access to, disclosure of, or loss, destruction, or alteration of Customer Data in systems under the Company’s or its subprocessors’ control. Notification will meet applicable legal deadlines and any shorter period expressly agreed in writing. Unsuccessful attempts that do not compromise Customer Data are not reportable incidents under this provision.

The Company will investigate, take reasonable measures to contain and remediate the incident, and provide information reasonably available to assist Customer in meeting its obligations. Initial notices may be supplemented as the investigation develops. Notice does not constitute an admission of fault. Each party is responsible for notices legally required of it, and the parties will reasonably coordinate communications.

6.7 Security documentation and location commitments

Upon reasonable request and subject to confidentiality restrictions, the Company will make available appropriate information about its security program, such as available independent assessment summaries or attestation reports. Access to systems, penetration testing, or onsite audits requires prior written agreement, except where otherwise required by applicable law or an agreed DPA.

Any binding restriction on hosting location, processing location, international transfers, or personnel access must be specified in the applicable Order Form, DPA, or security addendum. A hosting-location statement alone does not establish a restriction on all support access or third-party processing locations.

7.1 Company intellectual property

The Company and its licensors retain all rights in the Services, software, algorithms, interfaces, Documentation, trademarks, and related intellectual property, excluding Customer Data. Customer receives only the rights expressly granted by this Agreement.

7.2 Customer outputs

As between the parties, Customer retains its rights in its content and may use, export, and share reports, designs, proposals, and other deliverables generated for it through authorized use of the Services for its own and its clients’ business purposes. This permission continues for exported deliverables after the subscription ends. The Company and its licensors retain rights in underlying software, templates, and pre-existing materials; any incorporated Company materials may be used as part of those deliverables. AI outputs may not be unique or qualify for intellectual property protection. Third-party materials remain subject to applicable third-party rights.

7.3 Feedback

Customer may voluntarily provide feedback. The Company may use that feedback to improve its products without payment or attribution, but this permission does not authorize disclosure of Customer’s Confidential Information or personal data, use of Customer Data beyond Section 6, or use of Customer’s name or logo.

7.4 Publicity

Neither party may use the other party’s name, logo, or trademarks in marketing, customer lists, press releases, or endorsements without prior written consent, except as required by law. Permission may be granted separately for a specific use.

9.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood to be confidential, including Customer Data, security information, business plans, non-public pricing, and technical information.

9.2 Protection and permitted use

The receiving party will use Confidential Information only to perform or exercise rights under this Agreement, protect it with reasonable care, and disclose it only to personnel, professional advisers, and service providers who need to know and are subject to appropriate confidentiality duties. The receiving party is responsible for compliance by recipients acting on its behalf. Customer Data remains subject to Section 6.

9.3 Exclusions and required disclosures

Confidential Information excludes information the receiving party can demonstrate is public without breach, was lawfully known without restriction, was independently developed, or was lawfully received from another source without confidentiality obligations. A party may disclose information as required by law, provided it gives advance notice where legally permitted and reasonably cooperates in seeking protective treatment.

9.4 Duration

These duties continue for three (3) years after termination, and for trade secrets for as long as they remain protected as trade secrets. Protection of retained Customer Data continues for as long as the data is retained.

10.1 Company warranties

The Company warrants that it has authority to enter into this Agreement, will provide paid Services materially in accordance with the applicable Documentation, and will comply with laws applicable to its provision of the Services. The Company will use commercially reasonable measures to prevent introducing malicious code through Company-provided software.

Customer must promptly report a material failure with sufficient detail for investigation. The Company will use commercially reasonable efforts to correct it. If the Company cannot correct a material failure within thirty (30) days after written notice, Customer may terminate the affected Services and receive a refund of prepaid fees for their unused term. These remedies do not limit rights arising from a separate breach of confidentiality, security, or data-protection obligations, subject to Section 11.

10.2 Customer warranties

Customer warrants that it has authority to enter into this Agreement, holds the permissions needed for its use of the Services and Customer Data, and will comply with laws applicable to its activities. Customer is responsible for determining whether the Services meet its specific regulatory and operational requirements.

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR SUFFICIENT TO DETECT EVERY FAULT, THREAT, OR COMPLIANCE ISSUE. THIS DISCLAIMER DOES NOT LIMIT THE COMPANY’S EXPRESS OBLIGATIONS UNDER SECTIONS 6, 9, 10.1, OR 12.

11.1 Excluded damages

TO THE EXTENT ALLOWED BY APPLICABLE LAW, EYEOTMONITOR LLC WILL NOT BE RESPONSIBLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA, LOST REVENUE OR PROFITS, OR HARM TO GOODWILL OR REPUTATION, ARISING FROM OR RELATED TO THIS AGREEMENT OR CUSTOMER’S ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE PLATFORM OR SERVICES. THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL BASIS OF THE CLAIM, INCLUDING CONTRACT, TORT, OR NEGLIGENCE, AND WHETHER OR NOT THE COMPANY WAS INFORMED THAT SUCH HARM COULD OCCUR.

11.2 Aggregate cap

IF THE COMPANY IS FOUND LIABLE DESPITE THE EXCLUSIONS ABOVE, ITS TOTAL COMBINED LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PLATFORM OR SERVICES WILL NOT EXCEED THE FEES CUSTOMER ACTUALLY PAID TO THE COMPANY FOR THE SERVICES DURING THE TERM WHEN THE CLAIM IS BROUGHT FORWARD. THIS LIMIT APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CLAIMS CONCERNING CONFIDENTIALITY, DATA PROTECTION, SECURITY, AND INDEMNIFICATION. IF CUSTOMER PAID NO FEES DURING THAT PERIOD, THE LIMIT IS ZERO, EXCEPT TO THE EXTENT APPLICABLE LAW REQUIRES OTHERWISE.

THE LIMIT IS AGGREGATE, NOT PER CLAIM, AND APPLIES ACROSS ALL ORDER FORMS AND INCORPORATED ADDENDA, INCLUDING DEFENSE COSTS, SETTLEMENTS, JUDGMENTS, AND INDEMNIFICATION PAYMENTS. CLAIMS BY OR THROUGH CUSTOMER’S AFFILIATES, CLIENTS, OR AUTHORIZED USERS DO NOT INCREASE IT. THE EXISTENCE OF INSURANCE DOES NOT EXPAND THE COMPANY’S LIABILITY. A DIFFERENT LIMIT APPLIES ONLY IF EXPRESSLY AGREED IN A SIGNED AGREEMENT UNDER SECTION 16.1.

11.3 Exceptions

Some jurisdictions restrict exclusions or limitations of particular damages or liabilities. In those jurisdictions, this Section applies only to the extent legally permitted. Nothing in this Agreement excludes or limits liability or remedies that cannot lawfully be excluded or limited, including liability for fraud or willful misconduct where such limitation is prohibited. This Section does not reduce Customer’s payment obligations. Express obligations to refund unused prepaid fees and to defend or indemnify covered third-party claims are not eliminated by Section 11.1; the Company’s defense and indemnification obligations remain subject to Section 11.2, while expressly promised refunds remain payable according to their terms.

11.4 Basis of the agreement

These limitations reflect the parties’ allocation of risk and apply even if a limited remedy fails of its essential purpose, to the extent permitted by law.

12.1 Company indemnification

The Company will defend Customer against a third-party claim that the Services, as provided by the Company and used as authorized, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret. The Company will indemnify Customer against damages and reasonable attorneys’ fees finally awarded or included in a settlement approved by the Company.

The Company has no obligation to the extent a claim results from Customer Data or materials; unauthorized modifications; combination with products or materials not supplied or required by the Company where the claim would not otherwise arise; use outside this Agreement or the Documentation; or continued allegedly infringing use after the Company provides a reasonably equivalent non-infringing alternative and written instructions to discontinue the affected use.

The Company may obtain continued use rights or modify or replace affected Services with materially equivalent non-infringing functionality. If neither is commercially reasonable, it may terminate the affected Services and refund prepaid fees for their unused term. This Section states the Company’s entire obligation and Customer’s exclusive remedy for third-party intellectual property infringement claims, including covered claims involving AI functionality, subject to Section 11.

12.2 Customer indemnification

Customer will defend the Company against third-party claims arising from Customer’s violation of Section 8, its lack of authority to process Customer Data or operate on client systems, or allegations that Customer Data infringes or violates third-party rights. Customer will indemnify the Company against damages and reasonable attorneys’ fees finally awarded or included in a settlement approved by Customer. This obligation does not apply to the extent a claim results from the Company’s breach of this Agreement, negligence, or willful misconduct.

12.3 Procedures

The indemnified party must promptly notify the indemnifying party, allow it to control the defense using qualified counsel, and provide reasonable cooperation at the indemnifying party’s expense. Delayed notice relieves obligations only to the extent materially prejudicial. The indemnified party may participate through its own counsel at its expense. No settlement may admit fault by, impose non-monetary obligations on, or require payment by the indemnified party without its prior written consent, not to be unreasonably withheld.

13.1 Term and renewal

This Agreement begins when Customer accepts it and continues while Customer has an active subscription or authorized account. Subscription duration and renewal terms are stated in the applicable Order Form or accepted subscription terms. Automatic renewal applies only if disclosed and accepted. Unless those terms specify otherwise, a renewing subscription renews for the same duration, and either party may prevent renewal by giving at least thirty (30) days’ notice before the current term ends. For month-to-month subscriptions, cancellation takes effect at the end of the current monthly term if submitted before renewal, unless different terms were expressly accepted.

13.2 Termination for cause

Either party may terminate an affected Order Form or this Agreement for material breach that remains uncured thirty (30) days after written notice. A party may terminate immediately where a material breach cannot reasonably be cured or where termination is permitted by applicable insolvency law following the other party’s insolvency or cessation of business. Security-related suspension is governed by Section 14.

13.3 Cancellation and refunds

Customer may elect not to renew under Section 13.1. Early cancellation does not eliminate payment obligations for an agreed fixed Subscription Term or minimum commitment unless expressly permitted in the Order Form. If Customer terminates for the Company’s uncured material breach, the Company will refund prepaid fees for the unused portion of the affected Services and Customer will not owe fees for the period after termination. Other refunds apply only as expressly stated in this Agreement or required by law.

13.4 Effects of termination

Access to terminated Services ends, except for applicable export access under Section 6.4. Customer must stop using applicable Company software and remove agents when no longer authorized or needed. Accrued payment obligations remain payable. Sections concerning ownership, confidentiality, retained data, payment obligations, liability, indemnification, dispute resolution, and other provisions that by their nature should survive will survive termination.

15.1 Governing law

This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-law rules.

15.2 Disputes

The parties will first attempt in good faith to resolve a dispute through discussions between authorized representatives for thirty (30) days after written notice. If unresolved, the state courts located in Cook County, Illinois, or the United States District Court for the Northern District of Illinois, as applicable, will have exclusive jurisdiction, and each party consents to that jurisdiction and venue. Either party may seek urgent injunctive relief in a court of competent jurisdiction where necessary to protect confidential information or intellectual property.

16.1 Entire agreement and precedence

This Agreement constitutes the entire agreement concerning the Services it covers. A separately negotiated agreement signed by both parties that governs the same Services controls over these Platform Terms. Within this Agreement, an applicable DPA controls on conflicts specifically concerning personal-data processing, and a signed security addendum controls on conflicts specifically concerning security requirements. Neither overrides Section 11 unless it expressly identifies and modifies the applicable liability provision. An Order Form controls on Services, quantities, pricing, and subscription duration; any modification of other legal terms must expressly identify the provision being modified and be accepted by both parties in writing. Subject to those rules, these Terms control over other referenced materials.

Customer purchase orders and vendor-portal terms are for administrative purposes only and do not modify this Agreement unless expressly accepted in writing by the Company. The Privacy Policy provides privacy disclosures and does not override the negotiated allocation of contractual rights and obligations.

16.2 Amendments

The Company may update these Platform Terms prospectively. It will notify existing Customers of material changes at least thirty (30) days before they take effect. Unless Customer expressly agrees sooner, material changes affecting a paid subscription take effect at its next renewal after the notice period, with a reasonable opportunity to decline renewal. Changes required by law or necessary to address an immediate security issue may take effect sooner to the extent necessary, with notice as soon as practicable. Updates to these Platform Terms do not amend a separately signed agreement contrary to its amendment provisions.

16.3 Assignment

Neither party may assign this Agreement without the other’s prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the successor assumes the obligations and the assignment does not materially reduce protections owed to the other party. The assigning party will provide notice. Any prohibited assignment is void to the extent permitted by law.

16.4 Severability and waiver

If a provision is unenforceable, it will be limited to the extent necessary and the remainder will remain effective. Failure to enforce a provision is not a waiver. Waivers must be in writing.

16.5 Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, other than payment obligations, provided it takes reasonable steps to mitigate the effects and resume performance. This provision does not excuse failure to implement expressly agreed continuity or security measures.

16.6 Notices

Notices must be sent to the contacts identified in the applicable Order Form or Customer’s account and, for the Company, to Section 17. Routine service notices may be delivered through the Services or by email. Notices of breach, termination, or legal claims must be sent by email to the designated notice address, recognized overnight courier, or certified mail. Courier and mail notices are effective on delivery. Email notices are effective on the next business day after sending, provided the sender receives no delivery-failure notification. This provision does not replace legal requirements for service of court documents. Subscription cancellation may also be completed through a cancellation function made available in the Services. Each party must keep its notice details current.

16.7 Independent contractors and third parties

The parties are independent contractors. This Agreement does not create an agency, partnership, or joint venture. It does not grant third-party beneficiary rights unless expressly agreed in a signed addendum. Authorized client use under Section 2.4 does not itself create a contract between the Company and Customer’s clients.

16.8 Export and sanctions compliance

Each party will comply with applicable export-control and sanctions laws in performing this Agreement. Customer must not use or provide access to the Services in violation of those laws.

16.9 Electronic acceptance

Electronic acceptance and signatures may establish agreement to these Terms and Order Forms. Each party may retain electronic copies as records of the Agreement.