Terms & Conditions

IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY. BY CLICKING “I AGREE” OR “ACCEPT” AT ACCOUNT CREATION, OR BY OTHERWISE ACCESSING OR USING THE SERVICES, YOU AND THE ENTITY YOU REPRESENT (“CLIENT”) AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

1.1 Clickwrap Acceptance.

By creating an account and clicking the acceptance button during the signup process, you confirm that you have read, understood, and agree to be bound by this Agreement on behalf of Client. You represent and warrant that you have the legal authority to bind Client to this Agreement. If you do not have such authority, you must not create an account or use the Services.

1.2 Relationship to MSA.

Where Client has separately executed a Master Services Agreement (“MSA”) with Company, the MSA governs and supersedes this Agreement to the extent of any conflict. This Agreement governs all other access to and use of the Services, including self-service subscriptions, trial access, and any use not specifically addressed in an MSA.

1.3 Updates to Agreement.

Company reserves the right to modify this Agreement at any time. Material changes will be notified via the Services or by email at least thirty (30) days prior to taking effect. Non-material changes take effect upon posting at https://loupe.work/terms. Your continued use of the Services following notice of a material change constitutes acceptance of the revised Agreement. If you do not agree to a material change, you must cease using the Services and may terminate your account in accordance with Section 14.

1.4 Eligibility.

The Services are intended solely for use by businesses and their authorized personnel. The Services are not directed at consumers acting in a personal capacity or individuals under the age of 18. By accepting this Agreement, you represent that Client is a validly existing business entity and that you are at least 18 years of age.

The following capitalized terms have the meanings set out below. Additional defined terms appear elsewhere in this Agreement.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Beta Services” means Services or features that are not generally available and are designated as beta, pilot, limited release, developer preview, or non-production.

“Client” means the business entity that has accepted this Agreement, together with its authorized Users.

“Client Data” means electronic data and information submitted by or for Client to the Services, excluding Non-Company Applications and Trading Partner Data.

“Company” means Loupe US Corp, a Delaware corporation, doing business as Loupe.

“Confidential Information” means any information obtained by either party from or on behalf of the other in connection with this Agreement that is marked as confidential or that a reasonable person would consider confidential in the circumstances. Client’s Confidential Information includes commercially sensitive information such as designs, pricing, and selections made through the Services. Company’s Confidential Information includes the Services, source code, algorithms, technical specifications, and trade secrets as defined under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.).

“Derivative Data” means data, insights, models, or materials derived from the operation of the Services or Client’s use thereof (including from Client Data), that have been de-identified or aggregated such that they do not identify Client, its Users, or any specific natural person. Derivative Data is not Personal Data and is not subject to deletion, portability, or access rights under applicable data protection laws.

“Documentation” means applicable usage guides and policies accessible via the Services, as updated from time to time.

“Order Form” means an ordering document or online order specifying Services to be provided, entered into between Client and Company.

“Personal Data” means any information that identifies or could reasonably be used to identify a natural person, as defined under applicable privacy law.

“Professional Services” means implementation, configuration, consulting, or training services provided pursuant to a Statement of Work.

“Services” means the SaaS products and services ordered by Client and made available online by Company, including the platform accessible at https://loupe.work 

“Trading Partner” means a third-party counterparty (e.g., supplier, vendor, or customer of Client) invited by Client to access the Services for the limited purpose of collaborating with Client.

“User” means an individual authorized by Client to access and use the Services on Client’s behalf.

3.1 License Grant. Subject to Client’s compliance with this Agreement and timely payment of all applicable fees, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services solely for Client’s internal business operations, in accordance with the Documentation.

3.2 Self-Service Subscriptions. Client may subscribe to the Services directly through the Company’s online portal without executing a separate Order Form. Self-service subscriptions are subject to the plan features, user limits, and pricing displayed at the time of purchase. Company may modify self-service plan features or pricing upon thirty (30) days’ notice.

3.3 Trading Partner Access. Client may invite Trading Partners to access the Services solely to facilitate transactions or collaboration with Client. Trading Partner access is conditioned upon the Trading Partner accepting Company’s standard Partner Terms upon initial login. Client remains responsible for the configuration, permissions, and access controls it enables for Trading Partners and shall indemnify Company for claims arising from Client’s misconfiguration or unauthorized enablement of Trading Partner access. Company shall not be vicariously liable for a Trading Partner’s breach of the Partner Terms, provided Client has not knowingly facilitated such breach.

3.4 Beta Services. Company may make Beta Services available to Client at no additional charge. Beta Services are provided for evaluation purposes only. Client’s use of Beta Services is entirely at Client’s own risk. See Section 11.3.

3.5 Reservation of Rights. Company reserves all rights not expressly granted herein. No license is granted by implication, estoppel, or otherwise.

Client shall not, and shall not permit any User or third party to, directly or indirectly

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, or algorithms of the Services;
(b) copy, modify, translate, or create derivative works based on the Services, or frame or mirror any part of the Services;
(c) sell, resell, license, sublicense, distribute, rent, or lease the Services, or use the Services for the benefit of anyone other than Client or its Affiliates;
(d) use the Services to store or transmit infringing, defamatory, or unlawful material, or material that violates third-party privacy rights;
(e) use the Services to store or transmit malicious code, or interfere with or disrupt the integrity or performance of the Services or attempt to gain unauthorized access to the Services or related systems;
(f) circumvent any contractual usage limit or access restriction;
(g) access the Services to build a competitive product or service, or for benchmarking or competitive intelligence purposes; or
(h) during the term of this Agreement, build or commence development of a product or service that directly competes with the core functionality of the Services, using knowledge gained from access to the Services.

4.1 Feedback. Client acknowledges that it provides feedback voluntarily. Client hereby assigns to Company all right, title, and interest in and to any suggestion, enhancement request, recommendation, correction, or other feedback relating to the Services. Company may use, disclose, reproduce, license, or exploit any feedback without restriction or obligation of any kind.

5.1 Account Security. Client shall ensure that each User maintains a secure, confidential password. Each User account may only be accessed by the individual to whom it is assigned. Client shall promptly notify Company of any actual or suspected unauthorized access.

5.2 Corporate Email. Client shall ensure that each User registers using a corporate email address allocated by Client.

5.3 User Records. Client shall maintain an up-to-date list of current Users and provide such list to Company within five (5) business days of written request.

5.4 User Responsibility. Any act or omission of a User shall be treated as Client’s act or omission. Client is responsible for ensuring Users comply with this Agreement.

5.5 Audit Rights. Company may audit the Services to verify compliance with User limits no more than once per calendar quarter, at Company’s expense, with reasonable prior notice and without substantial disruption to Client’s business.

5.6 Unauthorized Access. If Company’s audit reveals that access credentials have been shared with unauthorized individuals, Client shall immediately disable such credentials without prejudice to Company’s other rights and remedies.

6A. Order Form Subscriptions

6A.1 Fees. Client will pay all fees specified in applicable Order Forms. Fees are based on Services purchased, not actual usage. Payment obligations are non-cancelable and fees paid are non-refundable except as expressly provided herein.

6A.2 Invoicing. Fees are invoiced in advance and due net thirty (30) days from invoice date. Client shall pay all fees without set-off, counterclaim, deduction, or withholding (except as required by law).

6B. Self-Service Subscriptions

6B.1 Payment Authorization. By subscribing to a self-service plan, Client authorizes Company to charge the payment method provided at the time of purchase for the applicable subscription fees, including upon each automatic renewal.

6B.2 Auto-Renewal. Self-service subscriptions renew automatically at the end of each subscription period (monthly or annual, as selected) at the then-current pricing, unless Client cancels before the renewal date through the account settings portal. Company will provide at least thirty (30) days’ advance notice of any price change prior to renewal.

6B.3 Cancellation. Client may cancel a self-service subscription at any time via account settings. Cancellation takes effect at the end of the then-current billing period. No refunds or credits are provided for partial periods, except where required by applicable law.
6B.4 Failed Payment. If a payment method fails, Company will notify Client and retry the charge. If payment is not received within seven (7) days of the failed attempt, Company may suspend access to the Services. Client is responsible for maintaining current payment information.

6C. General Payment Terms

6C.1 Late Interest. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

6C.2 Suspension. If any charge is ten (10) or more days overdue, Company may, upon at least ten (10) days’ prior written notice, accelerate all unpaid fee obligations and suspend the Services until paid in full. Company shall not be liable for any consequences of a permitted suspension.

6C.3 Taxes. Fees do not include taxes, levies, or governmental assessments. Client is responsible for all such taxes excluding those based on Company’s net income.

6C.4 Annual Price Increases. Company may increase subscription fees upon renewal by up to twenty percent (20%) annually, with a minimum annual increase of three percent (3%). For self-service plans, Company will provide at least thirty (30) days’ advance notice of any increase.

6C.5 Cost Recovery. In the event of late payment, Company may recover from Client all reasonable costs of collection, including legal fees and debt collection costs, in addition to applicable interest.

7.1 Company IP. Company and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related intellectual property rights. No rights are granted to Client other than as expressly set out herein.

7.2 Client Data License. Client grants Company a limited, worldwide license to host, copy, use, transmit, and display Client Data as reasonably necessary to provide the Services. Company acquires no ownership interest in Client Data. Client represents and warrants that it has all rights necessary to grant this license and that Client Data does not violate any applicable law or third-party rights.

7.3 Derivative Data. Company owns all right, title, and interest in and to Derivative Data. Company may use Derivative Data for any lawful business purpose, including improving the Services, developing new products, training artificial intelligence models, and publishing industry benchmarks, provided that Derivative Data does not identify Client, its Users, or its Trading Partners. Derivative Data is not subject to deletion or access rights under this Agreement or applicable data protection law.

7.4 Usage Metadata. Client acknowledges that Company may collect and analyze metadata relating to use of the Services (such as feature usage frequency, performance data, and error logs) to operate, improve, and secure the Services.

7.5 Data Export Hold. Company may delay export of Client Data until all undisputed fees due under this Agreement are paid in full, provided Company maintains the security of such data during any such delay.

7.6 No Sale of Personal Data. Company does not sell Personal Data as defined under applicable privacy law, including the California Consumer Privacy Act and the Utah Consumer Privacy Act.

7.7 Deliverables. Company owns all right, title, and interest in and to anything developed by Company in the course of providing Professional Services, excluding Client Confidential Information incorporated therein. Client receives a non-exclusive, non-transferable license to use such deliverables solely in connection with the Services.

8.1 AI Features. The Services may include features utilizing artificial intelligence, machine learning, or similar technologies to generate content or execute automated workflows (“AI Features”). AI Features operate on statistical models and may rely on third-party AI providers. Company is not responsible for errors attributable to third-party AI models.

8.2 Ownership of Input and Output. Client retains all right, title, and interest in data, prompts, and instructions provided to AI Features (“Input”). Subject to Client’s compliance with this Agreement, Company assigns to Client all right, title, and interest in content generated by AI Features in response to Client’s Input (“Output”). Company makes no representation that Output is eligible for intellectual property protection. Client is solely responsible for determining whether Output may be used commercially without infringing third-party rights.

8.3 Human Review of Content. Client is solely responsible for reviewing and verifying the accuracy and appropriateness of any AI-generated text, code, or media before publication or use.

8.4 The Authorization Gate. Where the Services provide a mechanism for Client to review, confirm, or modify a proposed action by an AI Feature (for example, “Approve costing change” or “Confirm send”), Client’s confirmation constitutes a direct, specific instruction to Company. Client assumes full liability for the results of any action it authorizes, regardless of whether the AI’s initial proposal was erroneous or suboptimal.

8.5 Autonomous Mode. If Client enables fully autonomous modes in which AI Features execute actions without prior human review, Client does so entirely at its own risk. Client acknowledges that the speed and volume of autonomous actions may exceed Client’s ability to monitor real-time impact.

8.6 AI Disclaimer. 
CLIENT ACKNOWLEDGES THAT AI SYSTEMS ARE PROBABILISTIC AND MAY PRODUCE DIFFERENT RESULTS FOR THE SAME INPUT. COMPANY DOES NOT WARRANT THAT AI FEATURES WILL BE ERROR-FREE, CONSISTENT, OR FIT FOR A SPECIFIC PURPOSE. COMPANY SPECIFICALLY DISCLAIMS LIABILITY FOR ANY DATA LOSS, SYSTEM CORRUPTION, OR UNINTENDED TRANSACTIONS RESULTING FROM AI ACTIONS THAT WERE REVIEWED OR BYPASSED FOR REVIEW BY CLIENT.

9.1 Privacy Policy. Company’s collection and use of personal information is governed by Company’s Privacy Policy, available at https://loupe.work/privacy, which is incorporated into this Agreement by reference. By using the Services, Client acknowledges and agrees to the Privacy Policy.

9.2 Data Processing Addendum. To the extent Company processes Personal Data on Client’s behalf, the parties shall execute Company’s standard Data Processing Addendum (“DPA”), available at https://loupe.com/dpa. The DPA governs all processing of Personal Data and supersedes this Agreement with respect to such processing. Client is responsible for ensuring that its use of the Services complies with applicable privacy and data protection laws.

9.3 Compliance with Law. Each party shall comply with all applicable laws governing the processing of Personal Data, including the California Consumer Privacy Act (CCPA/CPRA) and the Utah Consumer Privacy Act (UCPA), to the extent applicable.

9.4 Security Standards. Company shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data against unauthorized access, destruction, loss, alteration, or disclosure.

9.5 Subprocessors. Client authorizes Company to engage third-party subprocessors to assist in providing the Services. Company remains responsible for its subprocessors’ compliance with the obligations of this Agreement. A current list of subprocessors is available upon written request.

9.6 Client Backup. Client is solely responsible for maintaining independent backup copies of all Client Data it considers critical. Company does not guarantee against accidental deletion or corruption of Client Data beyond the safeguards described in this Agreement.

10.1 Obligations. Each party (as “Receiving Party”) shall: (a) protect the other party’s (“Disclosing Party’s”) Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use Confidential Information for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information to those employees and contractors who need it to fulfill this Agreement and who are bound by confidentiality obligations no less protective than those herein.

10.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party before disclosure, without breach of any obligation; (c) was received from a third party without breach of any obligation; or (d) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

10.3 Compelled Disclosure. A Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives the Disclosing Party prior written notice (to the extent legally permitted) and reasonably cooperates with efforts to obtain a protective order.

10.4 Survival. Confidentiality obligations survive termination of this Agreement for five (5) years, except with respect to trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.

10.5 Residuals. Nothing in this Agreement restricts the Receiving Party from using general knowledge, skills, and experience retained in the unaided memory of its personnel, provided such use does not disclose or make use of the Disclosing Party’s Confidential Information.

11.1 Company Warranty. Company warrants that during the applicable subscription term the Services will perform materially in accordance with the applicable Documentation. Client’s sole remedy for breach of this warranty is set out in Section 14 (Term and Termination).

11.2 General Disclaimer. 
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11.3 Beta Services. 
BETA SERVICES ARE PROVIDED “AS-IS” AND “WITH ALL FAULTS” WITHOUT ANY WARRANTY, INDEMNITY, OR SUPPORT. COMPANY HAS NO LIABILITY ARISING FROM CLIENT’S USE OF BETA SERVICES.

11.4 Physical Inventory Disclaimer. 
THE SERVICES ARE DESIGNED FOR DATA MANAGEMENT AND NOT FOR PHYSICAL SECURITY OR LOSS PREVENTION. COMPANY HAS NO LIABILITY FOR THEFT, LOSS, MISPLACEMENT, OR DAMAGE TO CLIENT’S PHYSICAL INVENTORY (INCLUDING JEWELRY, PRECIOUS STONES, OR METALS), REGARDLESS OF WHETHER THE SERVICES ACCURATELY REFLECTED THE LOCATION OR QUANTITY OF SUCH INVENTORY. CLIENT IS SOLELY RESPONSIBLE FOR INSURING ITS PHYSICAL ASSETS.

11.5 No Insurance; Risk Allocation. Client acknowledges that Company is not an insurer. Fees charged reflect the allocation of risk set forth in this Agreement. Client is solely responsible for maintaining adequate insurance coverage, including for physical inventory, data loss, business interruption, and cyber risk.

11.6 No Fiduciary Duty. Company is not acting as a fiduciary, broker, financial advisor, insurer, bailee, or custodian of Client’s assets. Client retains sole responsibility for all business decisions and inventory management.

11.7 DTSA Notice. Pursuant to 18 U.S.C. § 1833(b), individuals may not be held criminally or civilly liable under federal or state trade secret law for disclosing a trade secret: (a) in confidence to a government official or attorney solely for reporting a suspected law violation; or (b) in a complaint filed under seal in a lawsuit or proceeding.

12.1 Liability Cap.
EXCEPT FOR LIABILITY ARISING FROM A PARTY’S FRAUD OR WILLFUL MISCONDUCT, COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND THIS CAP.

12.2 Exclusion of Consequential Damages. 
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUES, LOSS OF PHYSICAL INVENTORY OR ASSETS, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exclusions from Cap. The limitations in Sections 12.1 and 12.2 do not apply to: (a) a party’s fraud, gross negligence, or willful misconduct; (b) Client’s payment obligations; (c) Client’s indemnification obligations under Section 13.2; (d) Client’s breach of Section 4 (Usage Restrictions); (e) Client’s misappropriation of Company’s intellectual property; or (f) either party’s confidentiality obligations under Section 10.

The indemnified party must provide prompt written notice and reasonable cooperation at the indemnifying party’s expense. The indemnifying party has sole control of defense and settlement, provided any settlement does not impose liability or admission of fault on the indemnified party without consent.

13.1 By Company. Company will defend Client against third-party claims alleging that the Services infringe or misappropriate such third party’s intellectual property rights, and will indemnify Client for damages and costs finally awarded or paid in settlement approved by Company. Company has no obligation to the extent a claim arises from: (i) modifications not made by Company; (ii) combination with third-party products; (iii) Client Data; (iv) use not in accordance with the Documentation; or (v) Beta Services.

13.2 By Client. Client will defend Company against third-party claims arising from: (a) Client Data or Client’s use of Client Data with the Services; (b) a non-Company application provided by Client; or (c) Client’s unlawful use of the Services or breach of this Agreement; and will indemnify Company for damages and costs finally awarded or paid in settlement approved by Client.

13.3 Infringement Remedies. If any Service becomes or is likely to become the subject of an infringement claim, Company may at its option: (a) procure the right to continue using the Service; (b) replace or modify the Service to be non-infringing; or (c) if neither is commercially practicable, terminate the applicable subscription and refund prepaid fees for the unused period. This Section states Company’s sole liability and Client’s exclusive remedy for third-party intellectual property claims.

14.1 Term. This Agreement commences on the date Client first accepts it and continues until terminated in accordance with this Section.

14.2 Auto-Renewal. Unless otherwise specified in an Order Form, subscriptions automatically renew for additional periods equal to the expiring term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least ninety (90) days before the end of the then-current subscription term. For self-service subscriptions, Client may cancel renewal at any time via account settings, effective at the end of the current billing period.

14.3 Termination for Cause. Either party may terminate this Agreement upon ninety (90) days’ written notice if the other party commits a material breach that remains uncured at the expiration of that period, or immediately if the other party becomes insolvent, enters bankruptcy proceedings, or ceases to carry on business.

14.4 Termination by Company. Company may terminate this Agreement immediately upon written notice if: (a) Client challenges or disputes the validity of Company’s intellectual property rights; or (b) Client purports to assign its rights or obligations in violation of Section 15.5.

14.5 Effect of Termination. Upon termination or expiration: (a) all licenses immediately terminate and Client shall cease all use of the Services; (b) all outstanding fees become immediately due; (c) each party shall return or destroy the other’s Confidential Information; (d) for thirty (30) days following termination, Company will make Client Data available for export in a commercially reasonable format, after which Company may delete Client Data unless legally required to retain it; and (e) Sections 1.4, 2, 4, 7, 8.6, 10, 11, 12, 13, 14.5, and 15 survive termination.

14.6 Early Termination. If Client terminates for convenience (where permitted in an Order Form), Client shall pay all fees due for the remainder of the subscription term.

15.1 Governing Law. This Agreement is governed by the laws of the State of Utah, without regard to conflict of laws principles.

15.2 Dispute Resolution. 
ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION IN SALT LAKE CITY, UTAH, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES. THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1–16) GOVERNS THIS PROVISION. THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION. EITHER PARTY MAY SEEK INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION IN SALT LAKE COUNTY, UTAH, SOLELY FOR ACTUAL OR THREATENED MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR BREACH OF CONFIDENTIALITY OBLIGATIONS. ARBITRATION PROCEEDINGS SHALL BE CONFIDENTIAL EXCEPT AS REQUIRED BY LAW.

15.3 Entire Agreement. This Agreement, together with any Order Form, DPA, and SLA, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, and representations concerning its subject matter.

15.4 Amendment. No amendment is binding unless in writing and signed by authorized representatives of both parties. No verbal agreement or email exchange constitutes an amendment unless subsequently reduced to a signed writing.

15.5 Assignment. Client may not assign any rights or delegate any obligations under this Agreement without Company’s prior written consent. Any purported assignment without consent is null and void. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.6 Force Majeure. Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, civil unrest, labor stoppages, governmental action, or failure of upstream cloud infrastructure or internet access beyond the demarcation point of Company’s servers. If such circumstances continue for sixty (60) days, the unaffected party may terminate by giving thirty (30) days’ written notice.

15.7 Notices. Notices shall be in writing and delivered by personal delivery, overnight courier (with tracking), certified mail (return receipt requested), or email (with confirmation of receipt). Notices are effective on delivery. Either party may update its notice address by written notice to the other party.

15.8 Waiver and Severability. No waiver of any right or remedy constitutes a continuing waiver. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or deleted if modification is not possible, without affecting the remainder of this Agreement.

15.9 No Partnership. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

15.10 Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party has any rights under this Agreement.

15.11 Third-Party Services. The Services may enable access to third-party platforms and services. Client accesses those services at its own risk. Company makes no representation regarding and has no liability for third-party content, products, or transactions.

15.12 Publicity. Company may use Client’s name and logo to identify Client as a customer on Company’s website and in marketing materials. Client may revoke this permission on thirty (30) days’ written notice.

15.13 Export Compliance. Client represents that neither Client nor its Affiliates, Users, or Trading Partners is on any U.S. government restricted party list; that Client is not located in or organized under the laws of any country subject to comprehensive U.S. embargo; and that Client will not use the Services in violation of applicable export control or sanctions laws.

15.14 Non-Solicitation. During the term and for twelve (12) months thereafter, Client shall not directly solicit for employment any Company employee materially involved in providing the Services.

15.15 Attorneys’ Fees. The prevailing party in any action arising under this Agreement is entitled to recover reasonable attorneys’ fees and costs.

15.16 Counterparts. This Agreement may be executed in counterparts, each an original, all together constituting one instrument. Electronic signatures are deemed original signatures.

15.17 Order of Precedence. In the event of conflict between documents forming this Agreement, the following order applies (highest to lowest): (1) DPA; (2) MSA (where executed); (3) Order Form; (4) this Agreement; (5) SLA.

15.18 Client Obligations. Client shall provide Company with all necessary cooperation and access to information required to provide the Services; ensure that instructions and specifications provided to Company are complete and accurate; promptly report any faults or suspected faults with the Services; ensure Client’s network and systems comply with relevant specifications; be responsible for its own network and telecommunications links; and comply with all applicable laws in connection with its use of the Services.

15.19 U.S. Government Rights. The Services and Documentation are “commercial computer software” and “commercial computer software documentation” as defined in FAR 2.101 and DFARS 252.227-7014, and are provided with only those rights set forth in this Agreement.