Introduction

This document, the Terms and Conditions ("Terms"), governs the use of the AI-Powered SaaS Compliance Intelligence Suite, including Policy Sage and Contract Sage ("Services"), provided by Contract Sage Inc. ("Service Provider") to you ("User"). By accessing or using the Services, the User agrees to be bound by these Terms, which form a legally binding contract between the Service Provider and the User. The Services are designed to offer users advanced compliance intelligence solutions, leveraging artificial intelligence to facilitate compliance with various regulatory requirements.

These Terms set forth the general terms and conditions of your use of the Services and any other products and services provided by the Service Provider. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time by the Service Provider.

It is important for Users to review these Terms periodically, as they are subject to change by the Service Provider at its sole discretion. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

Acceptance of Terms

By accessing or using the Services, the User acknowledges and agrees to be bound by these Terms. This agreement is effective upon the User's first use of the Services and continues until terminated in accordance with the provisions herein. The Service Provider reserves the right to update or change the Terms at any time without prior notice to the User. Continued use of the Services after any such changes shall constitute the User's consent to such changes.

Renewal of Agreement. This Agreement shall automatically renew for successive periods as specified in the applicable Service Order or for periods of one (1) year unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Either party may elect not to renew by providing written notice to the other party at least thirty (30) days before the end of the current term. Upon renewal, the Terms in effect at the time of renewal shall apply unless otherwise agreed in writing by the parties.

Termination Rights. Either party may terminate this Agreement at any time. The User may terminate by discontinuing use of the Services and requesting account deletion. The Service Provider may terminate this Agreement by providing written notice to the User if: (a) the User materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice; (b) the User's use of the Services violates applicable law or infringes third-party rights.

Obligations Upon Termination. Upon termination of this Agreement: (a) the User shall pay any outstanding fees or charges accrued through the termination date; (b) the Service Provider shall return or securely delete all User data in accordance with applicable law within thirty (30) days unless otherwise required by law; (c) both parties' confidentiality obligations shall survive and continue indefinitely; (d) any licenses granted to the User shall immediately cease; and (e) sections relating to confidentiality, indemnification, limitation of liability, and dispute resolution shall survive termination.

User Data Collection and Consent. By accessing or using the Services, the User explicitly consents to the collection, processing, storage, and use of their personal data and usage information as necessary to provide the Services. This includes but is not limited to account information, usage data, documents uploaded for analysis, and any other information provided by the User in connection with the Services. The User acknowledges that they have read and understood how their data will be collected and used, and voluntarily consent to such collection and processing. Users may withdraw consent at any time by discontinuing use of the Services and requesting account deletion, subject to legal retention requirements.

Description of Service

This Agreement provides for the use of the Services, as defined herein, which include but are not limited to Policy Sage and Contract Sage, offered by the Service Provider to the User. The Services encompass a comprehensive AI-Powered SaaS Compliance Intelligence Suite designed to enhance legislative and contractual intelligence and management.

Service Usage Limitations. The Services are subject to the following usage limitations: (1) Data processing is limited to the volume specified in the User's subscription tier; (2) API calls are limited to the rate specified in the User's service plan; (3) Storage capacity is limited to the allocation specified in the User's subscription; (4) Concurrent user access is limited to the number of licensed seats purchased by the User; (5) The Service Provider reserves the right to implement fair use policies to ensure equitable access to Services for all users. Specific limitations applicable to each subscription tier are detailed in the Service Provider's pricing and subscription documentation. Users exceeding these limitations may experience service throttling or may be required to upgrade their subscription tier.

• Policy Sage: An AI Legislative Intelligence tool that offers speed as a strategy for policy decision-making. It processes legislation at a machine scale of over 2.4 million words per minute, provides multi-dimensional policy analysis across more than 20 risk and impact vectors, and delivers real-time alerts on emerging policy changes. This tool enables users to act first in policy-driven markets, offering a cost-effective alternative to manual review processes at approximately $10 per analysis.

• Contract Sage: An AI Contract Intelligence tool that transforms static documents into dynamic assets. It extracts key terms, obligations, risks, and renewal triggers, providing AI-driven analysis at the C-suite level across more than 40 risk and growth vectors. This tool offers a 90% cost reduction compared to manual reviews and delivers 10x faster visibility into responsibilities and deadlines.

By accessing or using the Services, the User agrees to be bound by the Terms, which include the detailed descriptions and functionalities of Policy Sage and Contract Sage as provided by the Service Provider.

User Obligations

Data Collection and Use. The Service Provider collects user data for the following purposes: (a) to provide, maintain, and improve the Services; (b) to process and complete transactions and send related information; (c) to send technical notices, updates, security alerts, and support messages; (d) to respond to User comments, questions, and requests; (e) to monitor and analyze trends, usage, and activities in connection with the Services; (f) to detect, investigate, and prevent fraudulent transactions and other illegal activities; (g) to personalize and improve the Services and provide content or features that match User profiles or interests; and (h) to comply with legal obligations and protect the rights, property, and safety of the Service Provider, Users, and others.

In accessing or using the Services, the User agrees to comply with the following obligations:

1. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), including but not limited to access credentials, security information, technical data, business strategies, customer information, financial information, and any other information marked as confidential or that reasonably should be understood to be confidential. The Receiving Party shall maintain the confidentiality of any Confidential Information and access credentials or security information related to their account. The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any unauthorized disclosure, loss, or theft of Confidential Information. Notwithstanding the foregoing, confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party provides prompt notice to the Disclosing Party to permit the Disclosing Party to seek protective measures.

2. The confidentiality obligations set forth in this section shall commence upon disclosure of the Confidential Information and shall continue in perpetuity, except that information shall cease to be subject to these confidentiality obligations upon the occurrence of any of the exclusion events set forth in subsections (a) through (e) above.

3. In addition to any other remedies available at law or in equity, the parties acknowledge that any breach of the confidentiality obligations set forth in this section may cause irreparable harm that cannot be adequately remedied by monetary damages alone. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, to prevent or remedy any actual or threatened breach of these confidentiality obligations, without the necessity of proving actual damages or posting a bond.

4. Data Security Measures. The Service Provider implements and maintains appropriate technical and organizational security measures to protect user data against unauthorized access, alteration, disclosure, or destruction. These measures include: (a) encryption of data in transit using industry-standard protocols (TLS/SSL); (b) encryption of sensitive data at rest; (c) regular security assessments and vulnerability testing; (d) access controls and authentication mechanisms to limit data access to authorized personnel only; (e) secure data storage infrastructure with regular backups; (f) logging and monitoring of system access and activities; (g) incident response procedures to address security breaches; and (h) employee training on data security and privacy practices. While the Service Provider strives to use commercially acceptable means to protect user data, no method of transmission or storage is 100% secure, and the Service Provider cannot guarantee absolute security.
   
   Return or Destruction of Confidential Information. Upon termination of this Agreement or at the written request of the disclosing party, the receiving party shall, at the disclosing party's election, either return all confidential information in its possession or destroy such information in a secure manner and certify in writing that such destruction has been completed. This obligation shall not apply to information required to be retained by law or regulation, provided that the receiving party maintains the confidentiality of such retained information.

5. Use the Services only for lawful purposes and in accordance with the Terms.

6. Provide accurate and current information when creating or updating their account.

7. Intellectual Property Indemnification. The Service Provider shall defend, indemnify, and hold harmless the User from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any claim that the Services or User's use of the Services in accordance with these Terms infringes or violates any third party's intellectual property rights, including but not limited to patents, copyrights, trademarks, or trade secrets. The Service Provider's obligations under this indemnification clause are conditioned upon the User: (a) promptly notifying the Service Provider in writing of any such claim; (b) granting the Service Provider sole control of the defense and settlement of the claim; and (c) providing reasonable cooperation in the defense of the claim. If the Services become, or in the Service Provider's opinion are likely to become, subject to an infringement claim, the Service Provider may, at its option and expense: (i) obtain the right for the User to continue using the Services; (ii) modify the Services to make them non-infringing while providing substantially equivalent functionality; or (iii) if options (i) and (ii) are not commercially reasonable, terminate the User's use of the Services and refund any prepaid fees for the period following termination.

8. Customer Indemnification. The User shall defend, indemnify, and hold harmless the Service Provider from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any claim that the User's content, data, or materials infringes or violates any third party's intellectual property rights; (b) the User's violation of these Terms or applicable law; (c) the User's use of the Services in violation of these Terms or in an unauthorized manner; or (d) the User's violation of any third party's rights. The User's obligations under this indemnification clause are conditioned upon the Service Provider: (i) promptly notifying the User in writing of any such claim; (ii) granting the User sole control of the defense and settlement of the claim; and (iii) providing reasonable cooperation in the defense of the claim.

9. Types of Data Collected. The Service Provider collects the following types of user data: (a) Account Information: including name, email address, company name, job title, and contact information provided during account registration or updates; (b) Usage Data: including information about how Users access and use the Services, such as features accessed, documents analyzed, queries submitted, and time spent on the platform; (c) Technical Data: including IP address, browser type and version, device information, operating system, and other technical identifiers; (d) Document Content: including any documents, policies, contracts, or other materials uploaded to the Services for analysis; and (e) Communication Data: including correspondence with the Service Provider and feedback provided about the Services.

10. Refrain from sharing their account with any third party without the express permission of the Service Provider.

11. Immediately notify the Service Provider of any unauthorized use of their account or any other breach of security.

12. Immediately notify the Service Provider of any unauthorized use of their account or any other breach of security. Data Breach Notification. In the event of a data breach that compromises the security, confidentiality, or integrity of User personal data, the Service Provider will notify affected Users without undue delay and, where feasible, within 72 hours of becoming aware of the breach. Such notification will include: (a) a description of the nature of the breach; (b) the types of data affected; (c) the likely consequences of the breach; (d) measures taken or proposed to address the breach and mitigate potential adverse effects; and (e) contact information for further inquiries. The Service Provider will also notify relevant supervisory authorities as required by applicable data protection laws.

13. Not to use the Services to distribute malware, spam, or any other form of illicit or harmful content.

14. Comply with all applicable laws, regulations, and codes of conduct when using the Services.

15. Comply with all applicable laws, regulations, and codes of conduct when using the Services. Privacy and Data Protection Compliance. The Service Provider affirms its commitment to compliance with all applicable privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other relevant data protection legislation in jurisdictions where the Services are provided. The Service Provider implements appropriate technical and organizational measures to ensure the security and lawful processing of User data in accordance with these legal requirements.

16. Not to undertake any action that would disrupt, overload, or harm the Services or the servers and networks connected to the Services.

Failure to adhere to these obligations may result in suspension or termination of the User's access to the Services, at the discretion of the Service Provider.

Data Deletion and Anonymization. Users have the right to request deletion of their personal data at any time by submitting a written request to the Service Provider. Upon receipt of a valid deletion request, the Service Provider will delete or anonymize the User's personal data within thirty (30) days, except where retention is required by law or necessary to: (a) complete transactions for which the data was collected; (b) detect and resolve security incidents or protect against fraudulent or illegal activity; (c) comply with legal obligations; or (d) enable solely internal uses reasonably aligned with User expectations. Upon expiration of the applicable data retention period, the Service Provider will automatically delete or anonymize user data unless an exception applies. Deletion will be performed in a manner that renders the data unrecoverable. Users may contact the Service Provider at [email protected] to exercise their data deletion rights.

Intellectual Property Rights

All intellectual property rights in and to the Services, including but not limited to copyright, trademarks, patents, trade secrets, and any other proprietary rights, are and shall remain the exclusive property of the Service Provider or its licensors. The User acknowledges that the Services and any associated content, including any information, data, software, technology, tools, graphics, and logos, are protected by intellectual property laws and treaties around the world. The User agrees not to copy, reproduce, modify, distribute, display, perform, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Services without the express written consent of the Service Provider.

Warranty of Non-Infringement

The Service Provider represents and warrants that the Services, as provided to the User, do not infringe upon, misappropriate, or violate any intellectual property rights, including but not limited to patents, copyrights, trademarks, or trade secrets, owned or controlled by any third party. The Service Provider further warrants that it has obtained all necessary licenses and permissions from third parties to provide the Services to Users as described in this Agreement. Should the Services become subject to an infringement claim, the Service Provider shall, at its own expense, either (a) obtain the right for the User to continue using the Services, (b) modify the Services to make them non-infringing while maintaining substantially equivalent functionality, or (c) if neither option is commercially reasonable, terminate the User's access and provide a pro-rata refund of any prepaid fees.

Third-Party Data Sharing and Disclosure. The Service Provider may share User data with third parties only under the following circumstances: (a) with service providers and subprocessors who assist in delivering the Services, subject to confidentiality obligations and data protection agreements; (b) when required by law, court order, or governmental regulation; (c) to protect the rights, property, or safety of the Service Provider, Users, or the public; (d) in connection with a merger, acquisition, or sale of assets, with notice to affected Users; or (e) with the User's explicit consent. The Service Provider does not sell User personal data to third parties for marketing purposes. A list of current third-party service providers and subprocessors is available upon request and will be updated as necessary with reasonable notice to Users.

The User is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms. This license is for the sole purpose of enabling the User to use and enjoy the benefit of the Services as provided by the Service Provider, in the manner permitted by these Terms. The license commences upon the User's first access to the Services and continues for the duration of the User's active account and subscription period, subject to earlier termination or revocation in accordance with these Terms. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, patent, trademark, and other laws. The User expressly agrees not to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services; (b) redistribute, sublicense, rent, lease, or lend the Services to any third party; (c) resell or commercialize access to the Services without the Service Provider's express written consent; or (d) remove, alter, or obscure any proprietary notices on the Services.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PROVIDED BY CONTRACT SAGE INC. ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. WHILE WE STRIVE TO PROVIDE ACCURATE AND UP-TO-DATE INFORMATION, CONTRACT SAGE INC. DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED AS PART OF THE SERVICES AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN SUCH INFORMATION. CONTRACT SAGE INC. DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, ACHIEVE SPECIFIC RESULTS, OR FULFILL YOUR PARTICULAR BUSINESS OBJECTIVES. THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

NO LEGAL ADVICE IS OFFERED THROUGH THE SERVICES, AND NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED BETWEEN THE USER AND CONTRACT SAGE INC. BY USE OF THE SERVICES. USERS ARE ADVISED TO SEEK PROFESSIONAL LEGAL ADVICE FOR THEIR SPECIFIC SITUATION.

CONTRACT SAGE INC. IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN BASED ON THE ANALYSIS, INFORMATION, OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICES. USERS ASSUME FULL RESPONSIBILITY FOR THE USE OF THE SERVICES AND ANY ACTIONS TAKEN BASED ON THE INFORMATION PROVIDED THEREIN.

CONTRACT SAGE INC. MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY THIRD-PARTY COMPONENTS, SERVICES, INTEGRATIONS, OR CONTENT THAT MAY BE ACCESSED THROUGH OR INCORPORATED INTO THE SERVICES. ANY USE OF THIRD-PARTY COMPONENTS OR SERVICES IS AT THE USER'S SOLE RISK, AND CONTRACT SAGE INC. DISCLAIMS ALL LIABILITY AND WARRANTIES WITH RESPECT TO SUCH THIRD-PARTY ELEMENTS. CONTRACT SAGE INC. DOES NOT GUARANTEE THAT THE SERVICES WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DEFECTS. CONTRACT SAGE INC. DOES NOT WARRANT THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE.

ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SERVICES ARE OWNED BY OR LICENSED TO CONTRACT SAGE INC. NO USER MAY DUPLICATE, REPRODUCE, OR DISTRIBUTE ANY PART OF THE SERVICES WITHOUT PRIOR WRITTEN PERMISSION FROM CONTRACT SAGE INC.

BY ACCESSING AND USING THE SERVICES, THE USER EXPRESSLY ACKNOWLEDGES AND AGREES TO ALL DISCLAIMERS SET FORTH IN THIS SECTION, INCLUDING BUT NOT LIMITED TO THE DISCLAIMERS REGARDING ACCURACY OF INFORMATION, ABSENCE OF LEGAL ADVICE, LIMITATION OF RESPONSIBILITY FOR USER ACTIONS, AND INTELLECTUAL PROPERTY RIGHTS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONTRACT SAGE INC. ("SERVICE PROVIDER"), ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES, NOR THE USER, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, THE USE OF, OR THE INABILITY TO USE, THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF CONTRACT SAGE INC. OR THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION OF LIABILITY SHALL NOT APPLY IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EITHER PARTY. Nothing in this limitation of liability clause shall affect either party's statutory rights, including those that cannot be waived by contract, or any warranties explicitly provided in this Agreement. Any claim arising out of or relating to this agreement must be brought within one (1) year from the date the cause of action accrues, or such claim shall be barred and time-barred.

Without limiting the foregoing, CONTRACT SAGE INC. shall not be liable for any damages resulting from: (1) the use or the inability to use the Services; (2) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; (3) unauthorized access to or alteration of your transmissions or data; (4) statements or conduct of any third party on the Services; or (5) any other matter relating to the Services.

Notwithstanding anything to the contrary contained herein, CONTRACT SAGE INC.'s liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to CONTRACT SAGE INC. for the Services during the term of the TERMS.

Invoicing. CONTRACT SAGE INC. will issue invoices to Users for subscription fees in accordance with the payment schedule outlined in these Terms. Invoices will be delivered electronically via email to the email address associated with the User's account. Invoices will include details of the services provided, the subscription period, the amount due, and the payment due date. Users are responsible for ensuring that their email address is current and accurate to receive invoice notifications.

Cancellation Policy

This Cancellation Policy outlines the terms under which Users may cancel their subscription to the Services. By subscribing to the Services, Users agree to be bound by the Terms, including this Cancellation Policy.

• Users may cancel their subscription to the Services at any time. However, the Service Provider does not offer refunds for any subscription fees already paid, except as expressly provided in these Terms.

• Subscriptions will automatically renew at the end of each subscription period unless the User cancels prior to the renewal date. Payments are due on a [monthly/annual] basis, with the subscription fee charged on the same date each billing period. Users will be charged the then-current subscription fee upon automatic renewal, with payment due on the date specified in the User's Service Order or account settings. The initial charge occurs upon acceptance of these Terms or initiation of the subscription, and subsequent charges recur on the anniversary date of the subscription unless cancelled. All subscription fees are exclusive of any applicable taxes, including but not limited to sales tax, value-added tax (VAT), goods and services tax (GST), or other governmental taxes and fees. The User is responsible for paying all such taxes and fees based on their jurisdiction. The Service Provider will provide notice of the upcoming renewal and associated charges at least 7 days prior to the renewal date. Users may opt out of automatic renewal at any time before the renewal date by following the cancellation procedures outlined in this policy.

• A 7-day trial period is offered to new Users. Users have the right to cancel their subscription within this trial period and receive a full refund of any subscription fees paid. The trial period begins on the date of the User's initial subscription.

• After the expiration of the 7-day trial period, any cancellation will not result in a refund of any subscription fees paid. Users are responsible for all charges incurred up to the time of cancellation.

• The Service Provider may terminate a User's subscription immediately for cause, which includes but is not limited to: (a) breach of these Terms or any applicable policies; (b) fraudulent or illegal use of the Services; (c) non-payment of subscription fees when due; (d) actions that harm or threaten the security or integrity of the Services; or (e) violation of applicable laws or regulations. In the event of termination for cause, the Service Provider will provide written notice to the User specifying the reason for termination. No refund will be provided for terminations for cause. Users may dispute a termination for cause by providing written notice to the Service Provider within 10 business days of receiving the termination notice.

• To cancel a subscription, Users must notify the Service Provider in writing. The Service Provider will process cancellations within a reasonable time frame and confirm the cancellation to the User via email at least 7 days prior to the next billing date for the cancellation to take effect before the next renewal. Cancellations submitted with less than 7 days notice will take effect at the end of the following billing period. The Service Provider will process cancellations within a reasonable time frame and confirm the cancellation to the User via email. The Service Provider may terminate a User's subscription with at least 30 days written notice, except in cases of material breach where immediate termination may apply. Accepted payment methods include credit cards (Visa, Mastercard, American Express), debit cards, and electronic bank transfers. Payments must be made in accordance with the payment method selected by the User during subscription setup. The Service Provider reserves the right to add or remove payment methods at any time with thirty (30) days' notice to Users.

This Cancellation Policy is governed by the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

The following provisions shall survive the termination or cancellation of this agreement: payment obligations for Services rendered prior to termination; confidentiality obligations; intellectual property rights and licenses granted; disclaimers of warranties; limitations of liability; indemnification obligations; governing law and dispute resolution provisions; and any other provisions which by their nature should reasonably survive termination. This Cancellation Policy is governed by the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of Delaware, United States of America.

Each party irrevocably agrees that the courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Amendments to Terms

The Service Provider reserves the right, at its sole discretion, to modify or replace any part of the Terms at any time. Such amendments will become effective immediately upon posting of the updated Terms on the Service Provider's website or by direct communication to the User through email or another electronic communication method deemed appropriate by the Service Provider. It is the User's responsibility to check the Terms periodically for changes. The User's continued use of the Services following the posting of any changes to the Terms constitutes acceptance of those changes.

The Service Provider will endeavor to provide at least thirty (30) days' notice before any new Terms take effect. However, changes addressing new functions of the Services or changes made for legal reasons may be effective immediately.

Severability

If any provision of the Terms, or the application thereof to any person or circumstance, is found to be invalid, illegal, or unenforceable to any extent, such provision shall be deemed severable and the remainder of the Terms, as well as the application of such provision to other persons or circumstances, shall not be affected thereby and shall continue to be enforceable to the fullest extent permitted by law. The parties hereby agree to substitute for any invalid, illegal, or unenforceable provision a valid provision which most closely approximates the intent and economic effect of the invalid, illegal, or unenforceable provision.

Entire Agreement

This Agreement, including any documents incorporated herein by reference and the current version of the Terms, constitutes the entire agreement between the Service Provider and the User with respect to the subject matter hereof. It supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No amendment, alteration, or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by both parties.