Terms and Conditions

The following Terms & Conditions apply to the legal agreement formed between the Company and the Customer executing a Statement of Work, or SOW, as defined below. You indicate your agreement to these Terms & Conditions by clicking or tapping on a button indicating your acceptance of these Terms & Conditions, by executing a document that references them, by signing up for a Cloverleaf AI subscription plan, or by using the Services. By agreeing to these Terms & Conditions, you represent that you have the authority to enter into these Terms & Conditions on behalf of yourself and your organization, known as the Customer throughout these Terms & Conditions. Each Customer or Company may be referred to as a “Party” and together as the “Parties.”

The Parties agree as follows:

1. DEFINITIONS
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   1.1 “Affiliate” means an entity which controls, is controlled by, or is under common control, with a Party; an entity will be deemed to control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through ownership or voting securities, by contract or otherwise.
   1.2 “Change of Control” means (a) a sale, lease, transfer or other disposition of all or substantially all of the assets of Company, (b) a transaction or series of related transactions to which Company is a Party in which in excess of fifty percent (50%), by voting power, of Company’s capital securities is transferred by existing equity holders of Company (other than transactions principally for bona fide equity financing purposes); or (c) a merger or consolidation of Company with or into another company (other than one in which stockholders of Company own a majority by voting power of the outstanding shares of the surviving or resulting company or the parent company of such surviving or resulting company).
   1.3 “Credit” means a unit of value corresponding to a defined usage of the features or functionalities of the Services as specifically defined in the SOW or Documentation allowing for a usage-based fee structure for the Services.
   1.4 “Content” means content, data and information that is owned by Company or any of its licensors that is provided or made available by Company through use of the Platform. Content does not include Customer Data, Usage Data or Derivative Data.
   1.5 “Customer Data” means the electronic data and information input into the Platform by or on behalf of Customer or its Users.
   1.6 “Documentation” means any user materials, instructions and technical documentation made available by Company to Customer for the use and operation of the Platform.
   1.7 “Statement of Work” or “SOW” means any written order document or statement of work executed by Company and Customer setting forth the terms relating to the Services. Each SOW is incorporated by reference into these Terms & Conditions.
   1.8 “Platform” means Company’s proprietary platform utilized by Company to provide the Software to Customer under these Terms & Conditions. The Platform does not include Customer’s connectivity equipment, internet and network connections, hardware, software and other equipment as may be necessary for Customer its Users to connect to and obtain access to the Platform or to utilize the Services.
   1.9 “Services” the services provided by Company directly or through Customer’s use of the Platform.
   1.10 “Software” means Company’s proprietary public record tracking software solution including its modules and any APIs made available through remote access by Company to Customer and Users as part of the Platform and as expressly identified in a SOW, including any modified, updated or enhanced versions of such software that may become part of the Software.
   1.11 “Usage Data” means any content, data or information that is collected or produced by the Platform in connection with the use of the Services, and may include, but is not limited to, usage patterns, traffic logs, outcomes and user conduct associated with the Platform.
   1.12 “Users” means the employees, independent contractors and agents of Customer and other individuals who are authorized to use the Services on behalf of Customer.

2. PLATFORM AND SERVICES
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   2.1 General. Company will license to Customer the right to access and use the Platform and Software to and may perform Services related thereto for Customer as described below and in one (1) or more SOW. Upon execution by both Parties, each SOW will become a part of, and be subject to, the Terms & Conditions of this agreement. If there is any conflict or discrepancy between these Terms & Conditions and any SOW, these Terms & Conditions shall control and govern, unless specifically stated otherwise in such SOW.
   2.2 Access Rights; Customer’s Use of the Platform. Subject to terms of this document, Company hereby grants to Customer, during the agreement period (as defined below), a non-exclusive, non-transferable (except as permitted by Section 11.2), non-sublicensable right for Users to access and use the Platform for Customer’s own internal business purposes in accordance with the Documentation and subject to any usage limitations set forth in the applicable SOW. Subject to the Terms & Conditions, Company grants Customer and its Users a royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted by Section 11.2), non-sublicensable license to use the Content from the Platform during the term solely for Customer’s internal business purposes, and except as expressly authorized in these Terms & Conditions, Customer and its Users shall have no right to disclose Content to any third Party. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Platform, Software or Content or any part thereof.
   2.3 Restrictions on Use. Customer shall not, and shall not permit any User or any other Party to: (a) reproduce, display, download, modify, create derivative works of or distribute the Platform or Software, or attempt to reverse engineer, decompile, disassemble or access the source code for the Platform, Software or any component thereof; (b) use the Platform, Software, or any component thereof, in the operation of a service bureau to support or process any content, data or information of any Party other than Customer; or (c) permit any Party, other than the then-currently authorized Users to access the Platform, Software or Content; or (d) access or use Platform, Content or Software to create a competing product or service. Customer may not remove or export from the United States or allow the export or re-export of the Platform, Software, Content or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of any United States or foreign agency or authority.
   2.4 Users. Subject to the Terms & Conditions, Customer may permit independent contractors and employees of Customer to become Users in order to access and use the Platform on Customer’s behalf, including the application of Customer’s Credits on behalf of Customer in connection with the contractor’s or employee’s use of the Services. Customer will be liable for all acts and omissions of Users, including Users’ compliance with these Terms & Conditions. Customer shall not, and shall not permit any User to, use the Platform, Software or Documentation except as expressly permitted under these Terms & Conditions. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform, and notify Company promptly of any such unauthorized use known to Customer.
   2.5 Support. Subject to the Terms & Conditions, Company will exercise commercially reasonable efforts to (a) provide support for the use of the Platform to Customer, and (b) keep the Platform operational and available to Customer, in each case in accordance with its standard policies and procedures.
   2.6 Credits. Some features and functionalities of the Services may be available through a usage-based fee arrangement using a pre-paid Credit, wherein each Credit is applied to a particular deliverable or component of a deliverable within the Services. The parties agree that the features and functionalities subject to the per-Credit fee structure, the cost per Credit and what features and functionalities are to be performed per Credit will be set forth in the SOW and/or the Documentation. If Customer exhausts its Credits, Customer will no longer be able to utilize the designated features and functionalities of the Services until additional Credits are purchased. Unless otherwise agreed to by the parties in the SOW, Credits will be automatically renewed.

3. FEES AND PAYMENT TERMS
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   3.1 Price. During the Term of this agreement, the Customer shall pay the Company an annual fee (the "Subscription Fee") as outlined in the SOW provided by the Company, which is attached and incorporated by reference herein. Company reserves the right to change the Subscription Fees and to institute new fees for any Renewal Term upon prior written notice to Customer at least sixty (60) days prior to the end of the Initial Term or the then-current Renewal Term.
   3.2 Payment. Payment and terms thereof shall be set forth in the SOW. All payments received by Company are non-refundable except as otherwise expressly provided in these Terms & Conditions or in the SOW. Customer shall make all payments in United States dollars. Expired Credits are non-refundable, unless otherwise agreed upon by the Parties in the SOW.
   3.3 Suspension. If any undisputed amount owing by Customer under these Terms & Conditions is thirty (30) days or more overdue, Company may, without limiting its other rights and remedies, suspend Services, including Customer’s and its Users’ access to the Platform, until such undisputed amounts are paid in full on the condition that Company provides Customer with at least ten (10) days’ prior written notice that such amounts are overdue before suspending Services.

4. TERM AND TERMINATION

   4.1 Term. This Term commences on the Effective Date and continues until all SOWs have expired or been terminated (the “Term”).
   4.2 SOW Term. The initial Term of an SOW shall begin on the date set forth in the SOW and continue for the SOW Term set forth therein (“Initial Term”). Thereafter, a SOW will automatically renew for additional one-year periods (each, a “Renewal Term”), unless a Party gives the other Party written notice of its intent to not renew at least sixty (60) days prior to the end of the Initial Term or the then-current Renewal Term or the Parties agree otherwise in writing.
   4.3 Termination for Cause. A Party may terminate these Terms & Conditions or any SOW immediately upon written notice if the other Party breaches any material provision of these Terms & Conditions and does not cure such breach (provided that such breach is capable of cure) within thirty (30) days after being provided with written notice of such breach.
   4.4 Effects of Termination. Upon any expiration or termination of these Terms & Conditions or any SOWs: (a) all amounts owed to Company under these Terms & Conditions or such SOW will be due and payable in accordance with Section 3, (b) all licenses granted in these Terms & Conditions will immediately cease except as otherwise set forth herein, (c) Customer shall promptly discontinue all access and use of the Platform and return or erase, all copies of the Documentation in Customer’s possession or control, and (d) all unused Credits under the Terms & Conditions or a terminated SOW shall immediately expire and become of no further use in connection with the Services. For twenty (20) days after the end of the Term, as applicable, Company will make the Customer Data available to Customer through the Platform on a limited basis solely for purposes of Customer retrieving the Customer Data, unless Company is instructed by Customer to delete such data before that period expires. After such a period, Company will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession, except as permitted by applicable law or as required to be retained for Company’s data archives. Sections 1, 3, 4.4, 5.1, 5.3, 5.4, 5.5, 6.3, 7, 8, 9, 10 and 11 will survive any termination or expiration of these Terms & Conditions.

5. PROPRIETARY RIGHTS

   5.1 Customer. As between the Parties, Customer owns all right, title and interest in and to Customer Data, including all intellectual property rights therein. Any rights not expressly granted to Company hereunder are reserved by Customer and its suppliers. Company is not obligated to back up any Customer Data; the Customer is solely responsible for creating backup copies of any Customer Data at Customer’s sole cost and expense. Customer will have the ability, during the Term, to request Company to provide a copy of the Customer Data out of the Platform but is encouraged to make its own backup copies of the Customer Data. Customer is solely responsible for all Customer Data, including, without limitation, the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. Customer will obtain all third-Party licenses, consents and permissions needed for Company to use the Customer Data as contemplated by these Terms & Conditions and for Customer to grant the rights granted herein to the Customer Data.
   5.2 Customer Data License Grant. Customer hereby grants to Company, during the Term, a limited, non-exclusive, non-transferable (except as permitted by Section 11.2), worldwide, royalty-free license to: (a) access, reproduce, process, analyze, store, retain, transmit copy, modify, perform, display and otherwise use the Customer Data and Usage Data in order to perform the Services under these Terms & Conditions; and (b) update, recalibrate, modify and/or create derivative works of the Customer Data and Usage Data (the “Derivative Data”). Customer further authorizes Company to anonymize Customer Data and to aggregate Customer Data with similar data from other Company customers in a manner that does not identify Customer or any User, to further develop and provide Company’s products and services.
   5.3 Company Technology. The Software, Platform, Content and Documentation, and all worldwide intellectual property rights in each of the foregoing, and all additions and modifications to each of the foregoing, are the exclusive property of the Company and its suppliers. Any rights not expressly granted to Customer hereunder are reserved by Company and its suppliers.
   5.4 Usage Data and Derivative Data. Customer acknowledges and agrees that, during the Term, Company may collect Usage Data. As between the Parties, Customer owns all right, title and interest in and to the Usage Data and the Derivative Data, including all intellectual property rights therein. Customer grants Company a fully-paid, royalty-free and worldwide license to aggregate, use and/or disclose (in a manner that does not identify Customer or any User) Usage Data and Derivative Data, both during and after the Term, in connection with its performance of its obligations in these Terms & Conditions and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis and to improve Company’s products, services, systems and algorithms.
   5.5 Feedback. Customer hereby grants to Company a fully-paid, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into Company’s products and services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the Services. Company will not identify Customer as the source of any such feedback.

6. WARRANTY; DISCLAIMERS

   6.1 Limited Warranty. Company represents and warrants that it will provide the Services and perform its other obligations under these Terms & Conditions in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies Company in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, Company will, as Customer’s sole and exclusive remedy, for any breach of the foregoing, re-perform the Services which gave rise to the breach or, at Company’s option, refund the Subscription Fees paid by Customer for the Services which gave rise to the breach. Company further represents and warrants to Customer that the Platform will operate in substantial performance with the Documentation during the Term of these Terms & Conditions.
   6.2 Customer Warranties. Customer represents and warrants that: (a) it has obtained and will maintain throughout the Term, all rights, licenses, consents and permissions to make available the Customer Data to Company and to authorize Company to use it as contemplated by these Terms & Conditions; and (b) it has obtained and will maintain throughout the Term the right to grant Company the licenses in Section 5.2; (c) it has and will continue to collect, use and share all Customer Data in accordance with all applicable laws, including without limitation any applicable privacy laws; and (d) it will use the Services, Platform and all Content therein in accordance with all applicable laws, rules and regulations.
   6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER Party MAKES ANY WARRANTIES OF ANY KIND AND EACH Party SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. Company IS NOT RESPONSIBLE FOR ERRONEOUS DATA INTRODUCED BY CUSTOMER OR THIRD PARTIES, AND CUSTOMER ACKNOWLEDGES AND AGREES THAT ERRORS ORIGINATING FROM CUSTOMER FROM THIRD-Party DATA SHALL NOT BE CONSIDERED BREACHES OF Company’s WARRANTY OBLIGATIONS. ANY CONTENT AND ANY OTHER DATA OR INFORMATION THAT CUSTOMER OBTAINS THROUGH THE SERVICES IS FOR INFORMATIONAL AND GENERAL REFERENCE PURPOSES ONLY. Company DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

7. INDEMNIFICATION

   7.1 Claims Against Customer. Company shall defend any claim, suit or action against Customer brought by a third Party to the extent based on an allegation that the Software infringes any U.S. intellectual property rights of such third Party (each, a “Customer Claim”), and Company shall indemnify and hold Customer harmless, from and against damages, losses, liabilities and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Company in writing of such Customer Claim; (b) giving Company sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Company’s request and expense, assisting in such defense. In the event that the use of the Platform is enjoined or in Company’s opinion is likely to be enjoined or the subject of an infringement claim, Company may, at its option and at its own expense either (i) procure for Customer the right to continue using the Platform, (ii) replace the Software with a non-infringing but functionally equivalent product, (iii) modify the Software so it becomes non-infringing or (iv) terminate these Terms & Conditions and refund the amounts Customer paid for access to the Platform that relate to the period during which Customer was not able to use the Platform. Notwithstanding the foregoing, Company will have no obligation under this Section 7.1 with respect to any infringement claim based upon: (1) any use of the Platform not in accordance with these Terms & Conditions or as specified in the Documentation; (2) any use of the Platform in combination with products, equipment, software or data not supplied or approved in writing by Company of if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (3) any modification of the Platform by any person other than Company or its authorized agents or subcontractors. This Section 7.1 states Company’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.
   7.2 Claims Against Company. Customer shall defend, any claim, suit or action against Company brought by a third Party to the extent that such claim, suit or action is based upon Customer's breach of its warranties or any act or omission of Customer or its authorized Users (each a “Company Claim”) and Customer shall indemnify and hold Company harmless, from and against Losses that are specifically attributable to such Company Claim or those costs and damages agreed to in a settlement of such Company Claim. The foregoing obligations are conditioned on Company: (a) promptly notifying Customer in writing of such Company Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense.

8. LIMITATIONS OF LIABILITY. IN NO EVENT WILL EITHER Party BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THESE terms & CONDITIONS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH Party HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH Party’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE terms & CONDITIONS, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER TO COMPANY UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO SUCH LIABILITY. THE LIMITATION OF LIABILITIES SET FORTH IN THIS SECTION 8 SHALL NOT APPLY TO A Party’S OBLIGATIONS UNDER SECTION 7, TO LIABILITY ARISING FROM A Party’S BREACH OF SECTION 9, TO LIABILITY ARISING FROM CUSTOMER’S BREACH OF SECTION 2.2, OR TO LIABILITY ARISING FROM A Party’S WILLFUL MISCONDUCT OR VIOLATION OF LAW.

9. CONFIDENTIALITY

   9.1 Definitions. “Confidential Information” means all information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) under these Terms & Conditions during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third Party, whether or not such information is designated as confidential. Company’s Confidential Information includes Software and Documentation. Customer’s Confidential Information includes Customer Data.
   9.2 Protection. Recipient shall not use any Confidential Information for any purpose not expressly permitted by these Terms & Conditions and shall not disclose Confidential Information to anyone other than Users (with respect to Customer), and its employees and independent contractors who have a need to know such Confidential Information for purposes of these Terms & Conditions (with respect to Company) and who are, in each case, subject to confidentiality obligations materially similar to Recipient’s obligations under this Section 9. Recipient shall protect Confidential Information from unauthorized use, access and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Recipient shall use commercially reasonable data security measures to prevent unauthorized access to Discloser’s electronically stored or processed data. At Discloser’s request or upon termination or expiration of these Terms & Conditions, Recipient will return to Discloser or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that Recipient does not have a continuing right to use under these Terms & Conditions, and Recipient will, upon request, certify to Discloser its compliance with this sentence. The foregoing will not apply to Customer Data, which will be returned or destroyed pursuant to Section 4.4.
   9.3 Exceptions. Recipient shall have no confidentiality obligations under Section 9.2 above with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser’s disclosure; (b) is disclosed to Recipient by a third Party who had the right to make such disclosure without violating any confidentiality Terms & Conditions with or other obligation to the Party who disclosed the information; or (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding or other similar process, provided that, Recipient limits the disclosure to solely that information which is required under the requirement as advised by counsel, and to the extent permitted by applicable law, Recipient gives prior written notice of such requirement to Discloser. Recipient shall take reasonable efforts to provide this notice in sufficient time to allow Discloser to seek an appropriate confidentiality agreement, protective order or modification of any disclosure, and Recipient shall reasonably cooperate in such efforts at the expense of Discloser.

10. DISPUTE RESOLUTION

   10.1 If a dispute arises from or relates to these Terms & Conditions or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The Parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Denver, Colorado. BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH CONTRACTOR AND COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING.
   10.2 Individual Capacity Only. All claims, disputes or causes of action under these Terms & Conditions, whether by Customer or Company, must be brought solely in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences in this Section 10.2 are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.

11. CHANGE IN CONTROL

   11.1 CHANGE CONTROL PROCEDURES. In order to make a change to this SOW, the requesting Party will submit a written request to the other Party specifying the proposed change. The Parties will work in good faith to accommodate the proposed change. If applicable, Company will continue performing the Services under this SOW until both parties agree in writing to any changes in scope, schedule, or fees.

12. GENERAL

   12.1 Independent Contractor. Company’s relationship to Customer is that of an independent contractor, and neither Customer nor Company is intended to or should be construed to be an agent, partner, joint venture or employee of the other. Neither Party has any authority to bind or otherwise obligate the other Party in any manner, and neither Party may represent to anyone that it has a right to do so.
   12.2 Assignment. Neither Party may assign or transfer, by operation of law or otherwise, these Terms & Conditions or any of its rights under these Terms & Conditions to any third Party without the other Party’s prior written consent, such consent shall not be unreasonably withheld or delayed; except that a Party may assign these Terms without consent from the other Party by operation of law or otherwise pursuant to a Change of Control. Any attempted assignment or transfer in violation of the foregoing will be void. The terms of these Terms & Conditions will be binding upon the Parties and their respective successors and permitted assigns.
   12.3 Force Majeure. Except for payment obligations, neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of any cause which is beyond the reasonable control of such Party, including, but not limited to, acts of God, earthquake, fire, flood, embargo, pandemic, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or war.
   12.4 Insurance. The Company shall have and maintain throughout the Subscription Term insurance coverage in types and amounts commercially reasonable for the types of services it provides and content it processes.
   12.5 Taxes. Prices specified in the SOW do not include applicable taxes, which are the responsibility of the Customer.
   12.6 Notices. To be effective, notices, consents and approvals under these Terms & Conditions must be delivered in writing by electronic mail, courier or certified or registered mail, (postage prepaid and return receipt requested) to the other Party at the address for each Party first set forth on the SOW and will be effective upon receipt, except that electronic mail may be used to distribute routine communications and to obtain approvals and consents but may not be used for any other notices. Each Party may change its email address and/or address for receipt of notice by giving notice of such change to the other Party.
   12.7 Governing Law. These Terms & Conditions will be governed by and interpreted in accordance with the laws of the State of Delaware without reference to its choice of law rules. If for any reason a dispute is of a nature that cannot be resolved through the arbitration provision provided herein, the parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Denver, Colorado in any litigation arising out of these Terms & Conditions or the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms & Conditions.
   12.8 Remedies. Except as otherwise expressly provided in these Terms & Conditions, the Parties’ rights and remedies under these Terms & Conditions are cumulative. Each Party acknowledges and agrees that any actual or threatened breach of Sections 2.2 or 9 will constitute immediate, irreparable harm to the non-breaching Party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching Party agrees to waive any bond that would otherwise be required. If any legal action is brought by a Party to enforce these Terms & Conditions, the prevailing Party will be entitled to receive its attorneys’ fees, court costs and other legal expenses, in addition to any other relief it may receive from the non-prevailing Party.
   12.9 Compliance with Laws. Each Party shall comply with those laws, rules and regulations in jurisdictions within the United States that are specifically applicable to the applicable Party.
   12.10 Waivers. To be effective, any waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of these Terms & Conditions on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
   12.11 Severability. If any provision of these Terms & Conditions is, for any reason, held to be unenforceable, the other provisions of these Terms & Conditions will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).
   12.12 Counterparts. These Terms & Conditions may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.
   12.13 Entire Terms. These Terms & Conditions, including any SOW and any exhibits or attachments thereto, constitute the final and entire Terms between the parties regarding the subject hereof and supersedes all other Terms & Conditions, whether written or oral, between the parties concerning such subject matter. No terms and conditions proposed by either Party shall be binding on the other Party unless accepted in writing by both parties, and each Party hereby objects to and rejects all terms and conditions not so accepted. To the extent of any conflict between the provisions of these Terms & Conditions and the provisions of any SOW, the provisions of the Terms & Conditions shall govern unless the SOW expressly indicates the conflicting term is to control. No amendment to these Terms & Conditions will be effective unless in writing and signed by the Party to be charged.

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