Subscription Agreement

This Subscription Agreement is a binding legal agreement between Valuepath, Inc. and the entity or individual identified as the customer when accepting it. Please read it carefully. By clicking a box or button indicating acceptance, by registering for, accessing or using the Services, or by executing an Order Form that references this Agreement, you agree to be bound by this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity and its Affiliates to this Agreement, in which case the terms "Customer," "you" and "your" refer to that entity. If you do not have such authority, or if you do not agree to this Agreement, you must not accept this Agreement and may not access or use the Services.

This Subscription Agreement (this "Agreement") is entered into by and between Valuepath, Inc., a Delaware corporation ("valuepath," "we," "us" or "our"), and the entity or individual that accepts this Agreement or executes an Order Form that references it ("Customer," "you" or "your"), and is effective as of the earliest of the date Customer first accepts this Agreement, first accesses or uses the Services, or the effective date of the first Order Form referencing this Agreement (the "Effective Date"). Each of valuepath and Customer is a "party" and together they are the "parties."

This Agreement governs all access to and use of the Services, whether Customer subscribes on a self-serve basis through the valuepath website or application, or under one or more Order Forms executed by the parties. Each Order Form is incorporated into and forms part of this Agreement.

1. Definitions

Capitalized terms used in this Agreement have the meanings set out in this Section 1 or as otherwise defined in the body of this Agreement.

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where "control" means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.

1.2 "AI Features" means the features and functionality of the Services that use machine learning or large language models, including AI agents that analyze data, answer questions, build financial models, generate presentations, reports and other content, and execute Workflows.

1.3 "AI Provider" means a third-party provider of machine learning or large language model services that valuepath engages as a Subprocessor to deliver the AI Features.

1.4 "Beta Services" means any feature, functionality or service that valuepath designates as alpha, beta, preview, pilot, early access, experimental or a similar designation, or that is otherwise not generally available.

1.5 "Credits" means the units by which consumption of the Services, including the AI Features, is measured, as described in the applicable Plan or Order Form.

1.6 "Customer Data" means all data, files, spreadsheets, documents, text, information and other materials submitted, uploaded, connected, imported or otherwise made available to the Services by or on behalf of Customer or its Users, including data retrieved from Non-Valuepath Applications at Customer's direction, together with all Inputs and Outputs. Customer Data does not include Usage Data.

1.7 "Documentation" means valuepath's then-current user guides, help materials and other documentation describing the features and functionality of the Services, as made available by valuepath from time to time.

1.8 "Fees" means the fees payable by Customer for the Services as set out in the applicable Plan or Order Form.

1.9 "Free Trial" means access to the Services, or to any portion of them, that valuepath provides free of charge or on a trial, evaluation or promotional basis.

1.10 "Input" means any prompt, instruction, question, file, data or other material submitted by or on behalf of Customer or its Users to the AI Features.

1.11 "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs, Trojan horses and ransomware.

1.12 "Non-Valuepath Application" means any software, service, platform or data source that is not provided by valuepath and that interoperates with the Services, including Google Drive, Google Workspace, Slack, Microsoft 365, Microsoft Excel, SharePoint and OneDrive, accounting, enterprise resource planning and customer relationship management systems such as QuickBooks Online, NetSuite and Salesforce, and any other third-party application that Customer elects to connect to the Services. The provider of a Non-Valuepath Application is a "Platform Provider", and data that the Services retrieve from a Non-Valuepath Application is "Connected Data".

1.13 "Order Form" means an ordering document or online order specifying the Services to be provided under this Agreement that is executed or accepted by the parties, including any addenda and supplements to it.

1.14 "Output" means any content, analysis, financial model, presentation, report, summary, chart, code, data or other material generated by the AI Features or the Services in response to, or on the basis of, Inputs or other Customer Data.

1.15 "Personal Data" means any information contained in Customer Data that relates to an identified or identifiable natural person and that is protected as personal data, personal information or a similar term under applicable data protection laws.

1.16 "Plan" means the subscription plan (for example, Start, Pro or Enterprise) selected by Customer through the Services or specified in an Order Form, including its Fees, Credit allotments, usage limits and included features, as described on valuepath's website or in the applicable Order Form.

1.17 "Privacy Policy" means valuepath's privacy policy, available at https://www.valuepath.io/privacy, as updated from time to time.

1.18 "Services" means the valuepath AI-native financial planning and analysis platform made available at app.valuepath.io and any successor or related domains, together with the AI Features, Workflows, application programming interfaces, integrations, software and related services that valuepath makes available to Customer under this Agreement, in each case as updated from time to time, but excluding Non-Valuepath Applications.

1.19 "Subprocessor" means a third party engaged by valuepath that processes Customer Data in connection with the provision of the Services.

1.20 "Subscription Term" means the period during which Customer is entitled to access the Services under a Plan or Order Form, including the initial subscription period and all renewal periods.

1.21 "Usage Data" means data and information generated by or relating to the operation, performance, security and use of the Services, such as configuration settings, feature usage, Credit consumption, log data, performance metrics and diagnostic information, but excluding the content of Customer Data.

1.22 "User" means an individual whom Customer authorizes to access and use the Services under Customer's account, such as Customer's or its Affiliates' employees, consultants, contractors and agents, and for whom an account has been created.

1.23 "Workflow" means a recurring, scheduled or automated task configured within the Services by or on behalf of Customer, including tasks that retrieve data from or deliver Outputs to Non-Valuepath Applications.

2. Access to and Use of the Services

2.1 Provision of the Services. Subject to the terms and conditions of this Agreement, including Customer's timely payment of all applicable Fees, valuepath shall make the Services available to Customer during the applicable Subscription Term, and hereby grants Customer a non-exclusive, non-transferable (except in accordance with Section 18.5), non-sublicensable right during the Subscription Term to access and use the Services, and to permit its Users to do so, solely for Customer's internal business purposes, in accordance with this Agreement, the Documentation and the applicable Plan or Order Form.

2.2 Users. Customer shall ensure that each User is assigned unique login credentials and that credentials are not shared between individuals. Customer is responsible for (a) the acts and omissions of its Users as if they were Customer's own, (b) all activity that occurs under Customer's account and its Users' credentials, and (c) maintaining the confidentiality of all account credentials. Customer shall notify valuepath promptly upon becoming aware of any unauthorized access to or use of its account or the Services. Any limits on the number of Users are as set out in the applicable Plan or Order Form.

2.3 Affiliates. Customer's Affiliates may use the Services under Customer's account as Users, in which case Customer shall remain responsible for their compliance with this Agreement. A Customer Affiliate may also purchase Services directly from valuepath by executing an Order Form that references this Agreement, in which case such Affiliate shall be deemed "Customer" for purposes of that Order Form and shall be bound by this Agreement as if it were an original party to it.

2.4 Plans, Credits and Usage Limits. The Services are subject to the Credit allotments, usage limits and feature entitlements of the applicable Plan or Order Form. Credits are consumed as Customer and its Users use the Services, at the rates described in the Documentation, the applicable Plan or Order Form. If Customer exhausts its available Credits, valuepath may restrict access to Credit-consuming features until additional Credits are purchased or the Credit allotment renews, in each case in accordance with Section 6.6.

2.5 Eligibility; Business Use Only. The Services are intended solely for business and professional use and are not offered to consumers. By accepting this Agreement, Customer represents that it is acquiring the Services for business purposes and not for personal, family or household purposes. Each User must be at least eighteen (18) years of age. Customer shall not permit any individual under the age of eighteen (18) to access or use the Services.

2.6 Support. valuepath shall provide Customer with standard support for the Services in accordance with the applicable Plan, and any enhanced support set out in an Order Form, at no additional charge unless otherwise specified.

2.7 Third-Party Contractors. Customer may permit its independent contractors and consultants to act as Users solely for Customer's benefit, provided that each such individual is bound by written obligations of confidentiality and restrictions on use no less protective than those set out in this Agreement, and Customer remains responsible for each such individual's compliance with this Agreement.

3. Restrictions and Acceptable Use

3.1 Restrictions. Customer shall not, and shall not permit any User or third party to, directly or indirectly:

1. sell, resell, license, sublicense, distribute, rent, lease, time-share or otherwise make the Services available to any third party, other than to Users as permitted by this Agreement, or use the Services on a service bureau or managed-service basis for the benefit of third parties;
2. copy, modify, translate or create derivative works of the Services or any part of them, except as expressly permitted by this Agreement;
3. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, underlying algorithms, models, model weights, system prompts or structure of the Services, except to the extent such restriction is expressly prohibited by applicable law;
4. access or use the Services in order to build or train a competitive product or service, or to copy any features, functions, interfaces or graphics of the Services, or to benchmark the Services for publication without valuepath's prior written consent;
5. use the Services or any Output to develop, train or improve any artificial intelligence or machine learning model that competes with the Services;
6. interfere with or disrupt the integrity, security or performance of the Services or the data contained therein, or attempt to gain unauthorized access to the Services, related systems or networks, or any other customer's data;
7. circumvent, disable or interfere with any security, authentication, rate-limiting, Credit-metering or usage control features of the Services, or attempt to bypass any guardrails or safety mechanisms of the AI Features;
8. access the Services by any automated means (including scraping, crawling or bots) other than through interfaces and application programming interfaces that valuepath makes available for that purpose, and then only in accordance with the Documentation;
9. remove, alter or obscure any proprietary notices or labels on or in the Services;
10. access or use the Services in violation of any applicable law or regulation, including laws relating to privacy, data protection, export control, sanctions, securities and consumer protection; or
11. permit any person to access the Services using another User's credentials.

3.2 Acceptable Use. Customer shall not, and shall not permit any User or third party to, use the Services to:

1. upload, store, transmit or process any material that is unlawful, defamatory, harassing, obscene, fraudulent or otherwise objectionable, or that infringes, misappropriates or violates any intellectual property, privacy, publicity or other right of any person;
2. upload or transmit any Malicious Code;
3. engage in or facilitate any fraudulent, deceptive or misleading activity, including the preparation of falsified financial statements or records, market manipulation, money laundering or the evasion of sanctions;
4. make fully automated decisions that produce legal or similarly significant effects on individuals, including decisions regarding credit, employment, insurance or housing, without meaningful human review;
5. operate any application or system in which the failure or inaccuracy of the Services could reasonably be expected to lead to death, personal injury or severe physical or environmental damage; or
6. generate content that violates the usage policies of any AI Provider that valuepath makes available to Customer or that are incorporated in the Documentation.

3.3 Sensitive Data. Unless expressly agreed in an Order Form, Customer shall not submit to the Services (a) protected health information subject to the Health Insurance Portability and Accountability Act of 1996, as amended, (b) payment card data subject to the Payment Card Industry Data Security Standard, (c) government-issued identification numbers or financial account credentials (such as passwords or access codes), other than as incidentally contained in business records, or (d) special categories of personal data under applicable data protection laws (collectively, "Sensitive Data"). Customer acknowledges that the Services are not designed to meet the regulatory requirements applicable to Sensitive Data and that valuepath shall have no liability for Sensitive Data submitted in breach of this Section 3.3.

3.4 Suspension. valuepath may suspend Customer's or any User's access to all or part of the Services, without liability, if valuepath reasonably determines that (a) Customer or any User is in breach of Section 3.1, 3.2 or 3.3, (b) Customer's use of the Services poses a security risk to the Services or to any third party, or could subject valuepath, its Affiliates or any third party to liability, (c) suspension is required by applicable law or by the order of a court or governmental authority, or (d) Customer has failed to pay undisputed Fees when due, subject to Section 6.7. valuepath shall use commercially reasonable efforts to give Customer prior notice of any suspension where practicable and lawful, to limit the suspension to the affected portion of the Services, and to restore access promptly once the cause of the suspension has been resolved. Suspension under this Section 3.4 shall not relieve Customer of its payment obligations under this Agreement.

4. Customer Data and Customer Responsibilities

4.1 Customer Responsibilities. Customer shall (a) be solely responsible for the accuracy, quality, integrity, legality and reliability of Customer Data and for the means by which Customer acquired it, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, (c) use the Services only in accordance with this Agreement, the Documentation and applicable law, and (d) be responsible for configuring the Services, including User permissions, project and folder access settings, and sharing settings, in a manner appropriate to Customer's requirements.

4.2 Rights in Customer Data. Customer represents and warrants that it has obtained and shall maintain all rights, licenses, consents, authorizations and notices necessary under applicable law and any applicable contract (a) to submit Customer Data to the Services and to connect any Non-Valuepath Application to the Services, and (b) for valuepath and its Subprocessors to process Customer Data as contemplated by this Agreement, in each case without violating the rights of any third party or any applicable law.

4.3 Non-Valuepath Applications and Third-Party Integrations. The Services may enable Customer to connect, retrieve data from, or deliver Outputs to Non-Valuepath Applications. If Customer elects to enable a Non-Valuepath Application, Customer (a) authorizes valuepath to access, retrieve, store and process data from such Non-Valuepath Application, and to transmit Customer Data and Outputs to it, in each case as necessary to provide the interoperation that Customer has enabled and within the scope of the permissions Customer grants, (b) acknowledges that its use of such Non-Valuepath Application is governed solely by the terms and policies between Customer and the provider of that Non-Valuepath Application, and (c) is solely responsible for its compliance with those terms and policies. valuepath does not warrant or support any Non-Valuepath Application, is not responsible for any disclosure, modification or deletion of Customer Data by the provider of a Non-Valuepath Application, and shall have no liability for the availability, security or operation of any Non-Valuepath Application or for any change to, or discontinuation of, the interoperation of the Services with any Non-Valuepath Application for reasons outside valuepath's reasonable control. Customer may revoke valuepath's access to a Non-Valuepath Application at any time through the Services or through that Non-Valuepath Application.

4.4 Workflows and Automated Actions. Customer is solely responsible for each Workflow configured by or on behalf of Customer or its Users, including its schedule, its recipients and any action it takes within a Non-Valuepath Application, such as posting a message, sending an email or writing a file. Workflows execute under the authority and access permissions of the User or account that configured them. Customer shall ensure that Workflows deliver Customer Data and Outputs only to recipients and destinations authorized to receive them.

4.5 Customer Backups. Although valuepath maintains backups of the Services in accordance with Section 10, the Services are not intended to serve as Customer's sole archival or backup system. Customer is responsible for maintaining copies of original source files and data that it submits to the Services.

5. AI Features and Outputs

5.1 AI Features. The Services include AI Features that process Inputs and other Customer Data to generate Outputs. Customer acknowledges that the AI Features rely on models provided by AI Providers and that the availability, performance and characteristics of particular models may change over time. valuepath may add, replace or remove AI Providers and models from time to time in accordance with Section 10.3, provided that it does not materially degrade the overall functionality of the Services during a paid Subscription Term.

5.2 No Training on Customer Data. valuepath shall not use Customer Data, including Inputs and Outputs, to train or fine-tune any artificial intelligence or machine learning model, whether valuepath's own or that of any third party. valuepath engages AI Providers only under terms that prohibit them from using Customer Data to train or improve their models, and that limit their processing of Customer Data to providing services to valuepath. Notwithstanding the foregoing, valuepath may process Customer Data to provide, support, secure, troubleshoot and maintain the Services, including to evaluate and improve the quality, accuracy and reliability of the Services and their Outputs (for example, by diagnosing errors and refining the instructions, configurations and tests that govern the Services' behavior), in each case without training or fine-tuning any model on Customer Data, and subject to Section 9 and Section 10.

5.3 AI Providers. The AI Features are provided using large language models and related technologies made available by third-party AI Providers, which valuepath may add or change from time to time. Inputs and other Customer Data may be transmitted to AI Providers solely to the extent necessary to generate Outputs and to provide the AI Features. AI Providers are Subprocessors for purposes of Section 10.3.

5.4 Nature of Outputs. Customer acknowledges that, due to the probabilistic nature of machine learning, (a) Outputs may be inaccurate, incomplete, outdated or misleading, may contain errors in calculation, citation, classification or formula construction, and may not reflect the underlying source data correctly, (b) Outputs may not be unique, and the Services may generate the same or similar output for other customers, and (c) Outputs may not be protectable by intellectual property rights under applicable law. Citations or references to source locations that accompany Outputs are provided as an aid to verification and do not guarantee the accuracy of the Output to which they relate.

5.5 Customer Review; No Professional Advice. Customer is solely responsible for evaluating the accuracy and appropriateness of each Output for its intended use, including by applying human review, before relying on, acting upon, publishing or distributing it. Outputs, including financial models, forecasts, scenarios, analyses and reports, are tools to assist Customer's own decision-making. The Services do not provide, and Outputs do not constitute, financial, investment, tax, accounting, audit, legal or other professional advice, and valuepath is not acting as Customer's financial adviser, accountant, auditor or fiduciary. Customer shall not represent any Output as having been reviewed, audited or approved by valuepath.

6. Fees and Payment

6.1 Fees. Customer shall pay all Fees specified in the applicable Plan or Order Form. Except as otherwise expressly provided in this Agreement or an Order Form, (a) Fees are based on the Plan, Credits and Services purchased and not on actual usage, (b) payment obligations are non-cancellable and Fees paid are non-refundable, and (c) the Credit allotments and quantities purchased cannot be decreased during the relevant Subscription Term. Plans and current pricing are described on valuepath's website or in the applicable Order Form.

6.2 Automatic Renewal. Unless otherwise specified in an Order Form, each Plan is offered on a monthly or annual basis, and each Subscription Term shall automatically renew for successive periods equal in length to the expiring period (each, a "Renewal Term"), unless Customer cancels its subscription before the end of the then-current period in accordance with Section 6.3, or either party gives notice of non-renewal as set out in the applicable Order Form. By subscribing to a self-serve Plan, Customer authorizes valuepath to charge the applicable Fees for each Renewal Term to Customer's designated payment method at the start of each Renewal Term, without further authorization from Customer, until Customer cancels.

6.3 Cancellation; No Refunds. Customer may cancel a self-serve subscription at any time through the account settings of the Services or by notice to valuepath in accordance with Section 18.4. Cancellation shall take effect at the end of the then-current monthly or annual period, and Customer shall retain access to the Services until that time. Except where this Agreement expressly provides otherwise (including Sections 11.3, 12.3 and 14.5), all Fees are non-refundable, and valuepath shall provide no refunds or credits for partial periods of service, for downgrades, or for unused Credits.

6.4 Self-Serve Payment. For self-serve Plans, Fees are payable in advance at the start of each monthly or annual period by credit card, debit card or another payment method accepted by valuepath. Payments are processed by valuepath's third-party payment processor, and Customer agrees to that processor's applicable terms. Customer shall provide complete and accurate billing information and keep it current, and authorizes valuepath and its payment processor to charge all Fees incurred to the designated payment method. If a charge is declined, valuepath may retry the charge and may treat the Fees as overdue for purposes of Section 6.7.

6.5 Invoiced Payment. Where Fees are payable under an Order Form, valuepath shall invoice Customer in advance in accordance with the billing frequency stated in the Order Form, and, unless otherwise stated in the Order Form, invoiced Fees are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to valuepath and for notifying valuepath of any changes to such information.

6.6 Credits and Overages. Credits included in a Plan or purchased under an Order Form are available only during the period stated in the applicable Plan or Order Form and expire at the end of that period unless the applicable Plan or Order Form expressly provides for rollover. Credits have no cash value, are not transferable, and are not refundable except as expressly provided in this Agreement. Customer may purchase additional Credits at valuepath's then-current rates or at the rates stated in the applicable Order Form. Where a Plan or Order Form provides for usage in excess of included Credits, Customer shall pay for such usage at the rates stated therein.

6.7 Late Payment; Suspension for Non-Payment. Any undisputed amount not received by the due date may, at valuepath's discretion, accrue late interest at the lesser of one and one-half percent (1.5%) of the outstanding balance per month or the maximum rate permitted by law, from the date such payment was due until the date paid. If any undisputed amount owed by Customer is overdue and remains unpaid ten (10) days after valuepath gives Customer notice of the overdue amount, valuepath may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. Customer shall reimburse valuepath for all reasonable costs, including reasonable attorneys' fees, incurred in collecting overdue amounts.

6.8 Payment Disputes. valuepath shall not exercise its rights under Section 6.7 with respect to any amount that Customer disputes reasonably and in good faith, provided that Customer notifies valuepath of the dispute in writing, with reasonable detail, before the due date, pays all undisputed amounts when due, and cooperates diligently to resolve the dispute.

6.9 Price Changes. valuepath may change the Fees for any Plan, or the Credit rates applicable to any Service, effective as of the start of Customer's next Renewal Term, by giving Customer at least thirty (30) days' notice before the start of that Renewal Term. If Customer does not agree to the change, Customer may cancel its subscription in accordance with Section 6.3 before the change takes effect. Fees stated in an Order Form shall not change during the Subscription Term of that Order Form, except as the Order Form provides.

7. Taxes

Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use, goods and services or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases under this Agreement, other than Taxes assessed on valuepath's net income, property or employees. If valuepath has the legal obligation to pay or collect Taxes for which Customer is responsible, valuepath shall invoice Customer and Customer shall pay that amount unless Customer provides valuepath with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to valuepath, Customer shall gross up its payment so that valuepath receives the full amount it would have received had no withholding been required. Customer shall provide accurate information regarding its billing address and tax status, and shall be responsible for any Taxes, interest and penalties resulting from inaccurate information.

8. Proprietary Rights and Licenses

8.1 Reservation of Rights. As between the parties, valuepath and its licensors own and retain all right, title and interest, including all intellectual property rights, in and to the Services, the Documentation, Usage Data, and all improvements, enhancements, modifications and derivative works of any of the foregoing, including all software, models, prompts, templates, workflows and know-how embodied in the Services. Subject to the limited rights expressly granted in this Agreement, valuepath reserves all of its right, title and interest in and to the Services. No rights are granted to Customer except as expressly set out in this Agreement.

8.2 Ownership of Customer Data and Outputs. As between the parties, Customer owns and retains all right, title and interest in and to Customer Data, including Inputs and Outputs. To the extent valuepath acquires any right, title or interest in any Output, valuepath hereby assigns such right, title and interest to Customer, subject to Customer's compliance with this Agreement. Nothing in this Section 8.2 grants Customer any right in the Services or in any underlying templates, software or materials of valuepath that may be reflected in an Output, other than the right to use such underlying materials as incorporated in that Output.

8.3 License to Customer Data. Customer hereby grants valuepath and its Affiliates and Subprocessors a worldwide, non-exclusive, royalty-free, limited license during the Subscription Term, and for any period thereafter during which valuepath retains Customer Data in accordance with Section 14.6, to host, copy, store, transmit, display, process and modify Customer Data solely as necessary (a) to provide, maintain, support and secure the Services for Customer in accordance with this Agreement and the Documentation, (b) to prevent or address service, security, technical or support issues, (c) as Customer otherwise instructs or authorizes, including through its configuration of the Services, Workflows and Non-Valuepath Applications, and (d) as required by applicable law. This license is subject in all respects to Section 5.2.

8.4 Feedback. If Customer or any User provides valuepath with any suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Services ("Feedback"), valuepath may use and exploit such Feedback for any purpose without restriction or obligation to Customer, and Customer hereby grants valuepath a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable and transferable license to do so. Feedback shall not include Customer Data or Customer's Confidential Information, and valuepath shall not identify Customer as the source of any Feedback without Customer's consent.

8.5 Usage Data and Aggregated Data. Notwithstanding anything to the contrary in this Agreement, valuepath may collect and use Usage Data to provide, maintain, secure and improve the Services, to calculate Fees and Credit consumption, to monitor compliance with this Agreement, and to develop new products and services. valuepath may also compile statistical and other information related to the performance, operation and use of the Services, and may use and disclose such information, provided that it is aggregated and de-identified such that it does not identify Customer, any User or any individual, and does not contain the content of Customer Data ("Aggregated Data"). Nothing in this Section 8.5 permits valuepath to use Customer Data in a manner that would contravene Section 5.2, Section 9 or Section 10.7.

9. Confidentiality

9.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by or on behalf of a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes Customer Data. valuepath's Confidential Information includes the Services, the Documentation, non-public pricing and the terms of any Order Form. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The exceptions in clauses (a) through (d) shall not apply to Personal Data.

9.2 Protection of Confidential Information. The Receiving Party shall (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors, agents, Subprocessors and professional advisers who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations no less protective than those set out in this Section 9. Each party shall be responsible for any breach of this Section 9 by the persons to whom it discloses the other party's Confidential Information. Either party may disclose the terms of this Agreement and any Order Form, on a confidential basis, to actual or prospective investors, acquirers, lenders and their advisers in connection with a bona fide financing or corporate transaction.

9.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, regulation or legal process to do so, provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest or seek to limit the disclosure. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9.4 Equitable Relief. Each party acknowledges that unauthorized use or disclosure of the other party's Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available to it, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in accordance with Section 18.3 to restrain any actual or threatened breach of this Section 9, without the necessity of posting a bond or proving actual damages.

9.5 Duration. The obligations in this Section 9 shall continue during the term of this Agreement and for five (5) years thereafter, except that obligations with respect to Customer Data and to any trade secret shall continue for so long as such information remains in the Receiving Party's possession or remains a trade secret under applicable law, respectively.

10. Data Protection and Security

10.1 Security Safeguards. valuepath shall maintain reasonable administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Data against unauthorized access, use, disclosure, alteration and destruction, which are designed to include, as appropriate to the nature of the Services, measures relating to access control, encryption of Customer Data in transit and at rest, logical separation of customer environments, and the monitoring of systems for security events. valuepath shall not materially decrease the overall security of the Services during a Subscription Term.

10.2 Personal Data. valuepath shall process Personal Data contained in Customer Data only on behalf of Customer, in accordance with this Agreement and Customer's documented instructions (which Customer provides through this Agreement and its configuration and use of the Services), and in compliance with applicable data protection laws. valuepath's collection and use of personal information relating to Users and to Customer's account, such as contact, billing and authentication information, is described in the Privacy Policy. Where applicable data protection laws require the parties to enter into a data processing agreement, valuepath shall make its data processing addendum available upon request, and upon execution by the parties such addendum shall be incorporated into and form part of this Agreement.

10.3 Subprocessors. Customer authorizes valuepath to engage Subprocessors in connection with the provision of the Services, including providers of cloud infrastructure, authentication and AI models. valuepath shall (a) enter into written agreements with each Subprocessor that impose data protection and security obligations no less protective of Customer Data than those set out in this Agreement, including the restriction in Section 5.2, and (b) remain responsible for the acts and omissions of its Subprocessors with respect to Customer Data to the same extent as if they were its own, subject to the limitations set out in Section 13. valuepath shall make information regarding its current Subprocessors available to Customer upon request.

10.4 Security Incidents. If valuepath becomes aware of any unauthorized access to, or acquisition, disclosure or loss of, Customer Data in valuepath's or its Subprocessors' possession or control (a "Security Incident"), valuepath shall (a) notify Customer without undue delay, and in any event in accordance with applicable law, (b) take reasonable steps to investigate, contain and mitigate the Security Incident, and (c) provide Customer with information reasonably available to valuepath to enable Customer to fulfill any notification or other obligations that Customer may have under applicable law. valuepath's notification of or response to a Security Incident shall not be construed as an acknowledgement of fault or liability.

10.5 Data Location. Customer acknowledges that Customer Data may be processed and stored in the United States and in any other country in which valuepath or its Subprocessors maintain facilities, subject to the safeguards described in this Section 10.

10.6 Customer Security Responsibilities. Customer is responsible for (a) securing its own systems, devices and networks used to access the Services, (b) managing User access, roles and permissions, including promptly removing access for individuals who are no longer authorized, (c) the security of credentials and access tokens issued for Non-Valuepath Applications, and (d) any decision to share, export or distribute Customer Data or Outputs outside the Services.

10.7 Connected Data. Connected Data forms part of Customer Data. In addition to valuepath's other obligations under this Agreement:

1. valuepath shall access Connected Data only to the extent authorized by Customer or its Users through the applicable Platform Provider's permission process, and shall use it only to provide the Services to Customer;
2. valuepath shall not sell or rent Connected Data, use it for advertising, or use it to train or fine-tune any artificial intelligence or machine learning model, as provided in Section 5.2;
3. upon revocation of valuepath's access to a Non-Valuepath Application, valuepath shall promptly cease accessing that Non-Valuepath Application and delete the associated access credentials, and upon Customer's request valuepath shall delete Connected Data previously retrieved from it, subject to Section 14; and
4. Platform Providers, including Google, Microsoft, Intuit, Oracle and Salesforce, are not parties to this Agreement, make no warranties to Customer with respect to the Services, and have no liability to Customer under this Agreement.

11. Representations, Warranties and Disclaimers

11.1 Mutual Representations. Each party represents and warrants that (a) it has validly entered into this Agreement and has the legal power and authority to do so, (b) the execution, delivery and performance of this Agreement do not conflict with any other agreement to which it is a party, and (c) it shall comply with all laws and regulations applicable to its provision or use of the Services, as applicable.

11.2 valuepath Warranties. valuepath warrants that during the applicable paid Subscription Term (a) the Services shall perform materially in accordance with the applicable Documentation, (b) valuepath shall not materially decrease the overall security of the Services, and (c) valuepath shall use commercially reasonable efforts, consistent with industry standards, to prevent the introduction of Malicious Code into the Services. The warranty in clause (a) does not apply to the accuracy, completeness or fitness of any Output, which is governed by Section 5.

11.3 Warranty Remedies. For any breach of a warranty in Section 11.2, Customer's exclusive remedy and valuepath's entire liability shall be as follows: Customer shall notify valuepath in writing of the breach, with reasonable detail, within thirty (30) days after first becoming aware of it, and valuepath shall use commercially reasonable efforts to correct the non-conformity. If valuepath fails to correct the non-conformity within thirty (30) days after receipt of Customer's notice, Customer may terminate the affected subscription by notice to valuepath, in which case valuepath shall refund to Customer any prepaid Fees covering the remainder of the Subscription Term of the affected subscription after the effective date of termination. The warranties in Section 11.2 shall not apply to any non-conformity resulting from (a) use of the Services other than in accordance with this Agreement and the Documentation, (b) Customer Data, Non-Valuepath Applications or other products or services not provided by valuepath, (c) modifications made by any person other than valuepath, or (d) Free Trials or Beta Services.

11.4 Disclaimer. Except as expressly provided in this Section 11, the Services, the AI Features, the Documentation and all Outputs are provided "as is" and "as available," and valuepath makes no warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranties arising from course of dealing, usage or trade practice, to the maximum extent permitted by applicable law. Without limiting the foregoing, valuepath does not warrant that the Services will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Services will meet Customer's requirements or achieve any particular business, financial or operational result.

11.5 AI Disclaimer. Without limiting Section 11.4, valuepath makes no representation or warranty that any Output will be accurate, complete, reliable, current or free of errors. Outputs are generated using probabilistic artificial intelligence technologies and depend on the data and instructions provided to the Services. Consistent with Section 5.5, Customer is responsible for reviewing Outputs before relying on them, and for any decision made, action taken or omission in reliance on any Output.

12. Mutual Indemnification

12.1 Indemnification by valuepath. valuepath shall defend Customer and its Affiliates, and their respective officers, directors and employees, against any claim, demand, suit or proceeding made or brought by a third party alleging that the Services, as provided by valuepath and used by Customer in accordance with this Agreement, infringe or misappropriate such third party's patent, copyright, trademark or trade secret (a "Claim Against Customer"), and shall indemnify Customer from any damages, attorneys' fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by valuepath in writing of, a Claim Against Customer.

12.2 Exclusions. valuepath shall have no obligation under Section 12.1 to the extent a Claim Against Customer arises from (a) Customer Data, including any Input, or any Output to the extent it reproduces Customer Data or results from Inputs that Customer knew or should reasonably have known would infringe, (b) any Non-Valuepath Application, (c) the combination of the Services with any product, service, data or process not provided by valuepath, where the claim would not have arisen but for such combination, (d) modification of the Services by any person other than valuepath or its authorized agents, (e) use of the Services in breach of this Agreement or the Documentation, or after valuepath has notified Customer to cease such use, or (f) Free Trials or Beta Services.

12.3 Mitigation. If valuepath receives information about an infringement or misappropriation claim related to the Services, or reasonably believes that the Services may become subject to such a claim, valuepath may, at its option and expense, (a) modify the Services so that they are no longer claimed to infringe or misappropriate, without materially breaching the warranty in Section 11.2(a), (b) obtain a license for Customer's continued use of the Services in accordance with this Agreement, or (c) if valuepath determines that neither option (a) nor option (b) is commercially reasonable, terminate Customer's subscription to the affected Services upon notice and refund to Customer any prepaid Fees covering the remainder of the Subscription Term of the affected Services after the effective date of termination.

12.4 Indemnification by Customer. Customer shall defend valuepath and its Affiliates, and their respective officers, directors and employees, against any claim, demand, suit or proceeding made or brought by a third party (a) alleging that any Customer Data, or valuepath's processing of Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights or violates such third party's privacy or other rights or applicable law, or (b) arising from Customer's or any User's use of the Services or any Output in breach of this Agreement (including Section 3) or applicable law (each, a "Claim Against valuepath"), and shall indemnify valuepath from any damages, attorneys' fees and costs finally awarded against valuepath as a result of, or for amounts paid by valuepath under a settlement approved by Customer in writing of, a Claim Against valuepath.

12.5 Procedure. As a condition of the obligations in this Section 12, the party seeking defense and indemnification (the "Indemnified Party") shall (a) give the other party (the "Indemnifying Party") prompt written notice of the claim, provided that any delay in giving notice shall relieve the Indemnifying Party of its obligations only to the extent it is prejudiced by the delay, (b) give the Indemnifying Party sole control of the defense and settlement of the claim, provided that the Indemnifying Party may not settle any claim in a manner that imposes any liability or obligation on, or requires any admission by, the Indemnified Party without the Indemnified Party's prior written consent, not to be unreasonably withheld, and (c) give the Indemnifying Party all reasonable assistance, at the Indemnifying Party's expense. The Indemnified Party may participate in the defense of the claim with counsel of its own choosing at its own expense.

12.6 Exclusive Remedy. This Section 12 states the Indemnifying Party's sole liability to, and the Indemnified Party's exclusive remedy against, the other party for any third-party claim described in this Section 12.

13. Limitation of Liability

13.1 Exclusion of Consequential and Related Damages. Subject to Sections 13.3 and 13.4, in no event shall either party or its Affiliates have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill or anticipated savings; for any loss, corruption or unavailability of data, or the cost of reconstructing data; for business interruption; for the cost of procuring substitute goods or services; or for any indirect, special, incidental, consequential, cover, exemplary or punitive damages, in each case however caused, whether in contract, tort (including negligence) or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.

13.2 General Cap. Subject to Sections 13.3 and 13.4, in no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement exceed the total Fees paid and payable by Customer under this Agreement in the twelve (12) months immediately preceding the first event giving rise to the liability (the "General Cap"). The foregoing limitation shall apply whether an action is in contract, tort (including negligence) or under any other theory of liability, but shall not limit Customer's obligation to pay Fees under Section 6.

13.3 Enhanced Cap. Subject to Section 13.4, in no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to (a) a breach of Section 9 (Confidentiality) or (b) a breach of Section 10 (Data Protection and Security), including any Security Incident (collectively, "Enhanced Cap Claims"), exceed two (2) times the General Cap. Liability for Enhanced Cap Claims shall be in addition to, and shall not count toward, the General Cap. For Enhanced Cap Claims, the following shall be deemed direct damages and shall not be excluded by Section 13.1, to the extent reasonable and documented: the costs of notifications to individuals and regulators required by applicable law, forensic investigation, and credit monitoring offered to affected individuals where required by applicable law or reasonably recommended in the circumstances.

13.4 Exceptions. The exclusions and limitations in Sections 13.1, 13.2 and 13.3 shall not apply to (a) a party's defense and indemnification obligations under Section 12; (b) Customer's obligation to pay Fees and other amounts due under this Agreement; (c) Customer's or its Users' breach of Section 3; or (d) a party's gross negligence, willful misconduct or fraud.

13.5 Free Trials and Beta Services. valuepath's liability with respect to Free Trials and Beta Services is further limited as set out in Section 15.3.

13.6 Basis of the Bargain. The parties agree that the limitations of liability and disclaimers set out in this Agreement are fundamental elements of the basis of the bargain between them, reflect a reasonable allocation of risk, and shall apply notwithstanding the failure of the essential purpose of any limited remedy. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

14. Term and Termination

14.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all Subscription Terms and Free Trials under it have expired or been terminated, or until it is otherwise terminated in accordance with this Section 14.

14.2 Subscription Term. The Subscription Term for a self-serve Plan begins on the date Customer subscribes and continues for the monthly or annual period selected, renewing in accordance with Section 6.2. The Subscription Term for Services purchased under an Order Form is as specified in that Order Form and renews in accordance with that Order Form or, if the Order Form is silent, in accordance with Section 6.2.

14.3 Termination for Cause. Either party may terminate this Agreement, or any affected subscription or Order Form, for cause (a) upon thirty (30) days' written notice to the other party of a material breach, if such breach remains uncured at the expiry of that period, or (b) immediately upon notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or ceases to conduct business in the ordinary course. valuepath may also terminate this Agreement immediately upon notice if Customer breaches Section 3 in a manner that valuepath reasonably determines cannot be cured or poses a material risk of harm to valuepath, the Services or any third party.

14.4 Cancellation and Free Accounts. Customer may cancel a self-serve subscription in accordance with Section 6.3. Either party may terminate any account or access that is not subject to a paid Subscription Term, including a Free Trial, at any time upon notice to the other party.

14.5 Refund or Payment upon Termination. If Customer terminates this Agreement or an affected subscription in accordance with Section 14.3, valuepath shall refund to Customer any prepaid Fees covering the remainder of the Subscription Term of the affected subscription after the effective date of termination, prorated on a daily basis. If valuepath terminates this Agreement or an affected subscription in accordance with Section 14.3, Customer shall pay any unpaid Fees covering the remainder of the Subscription Term of all affected Order Forms, to the extent permitted by applicable law. In no event shall termination relieve Customer of its obligation to pay any Fees payable to valuepath for the period prior to the effective date of termination.

14.6 Data Export and Deletion. For thirty (30) days following the expiration or termination of this Agreement or the applicable Subscription Term (the "Export Period"), valuepath shall, upon Customer's request, make Customer Data available to Customer for export or download through the Services or by other reasonable means, provided that Customer has paid all undisputed Fees owed. During the Export Period, Customer's access may be limited to that necessary for export, and the Services may not be used for any other purpose. Following the Export Period, valuepath shall have no obligation to maintain or provide any Customer Data and shall thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control within a commercially reasonable period, except that valuepath may retain Customer Data (a) in backup archives until they are overwritten in the ordinary course, and (b) to the extent required by applicable law, in each case subject to Section 9 for so long as it is retained. valuepath may delete Customer Data associated with a Free Trial in accordance with Section 15.4.

14.7 Effect of Termination. Upon expiration or termination of this Agreement or a subscription, all rights granted to Customer under this Agreement or with respect to the affected subscription shall terminate immediately (subject to Section 14.6), Customer shall cease all use of the affected Services, and any unused Credits associated with the terminated subscription shall be forfeited without refund except as provided in Section 14.5. Upon request, each party shall return or destroy the other party's Confidential Information in its possession, subject to Section 14.6 and to any retention required by law.

14.8 Survival. Sections 1, 3.3, 4.2, 5.4, 5.5, 6 (as to amounts accrued or payable), 7, 8, 9, 11.4, 11.5, 12, 13, 14.5 through 14.8, 15.3 and 18, and any other provision that by its nature is intended to survive, shall survive any expiration or termination of this Agreement.

15. Free Trials and Beta Services

15.1 Free Trials. If Customer registers for a Free Trial, valuepath shall make the applicable Services available to Customer free of charge until the earliest of (a) the end of the trial period stated at registration or in an Order Form, (b) the start date of any paid subscription purchased by Customer for those Services, or (c) termination by valuepath in its sole discretion. Additional terms and conditions, including Credit limits, may apply to a Free Trial and are incorporated into this Agreement by reference. Unless Customer purchases a paid subscription before the end of the Free Trial, Customer's access to the Services shall end, or shall continue only on such free tier, if any, as valuepath may make available.

15.2 Beta Services. valuepath may from time to time make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services in its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Beta Services are not considered "Services" for purposes of Sections 10.1 (as to the commitment not to decrease security), 11.2 or 12.1. valuepath may discontinue any Beta Service at any time in its sole discretion and may never make it generally available.

15.3 Disclaimer and Limitation. Notwithstanding anything to the contrary in this Agreement, Free Trials and Beta Services are provided "as is" and "as available," without any warranty, support, indemnity or service commitment of any kind, and valuepath's aggregate liability arising out of or related to any Free Trial or Beta Service shall not exceed one hundred United States dollars (US$100), except to the extent such limitation is prohibited by applicable law.

15.4 Trial Data. Any Customer Data that Customer submits during a Free Trial, and any customizations made to the Services by or for Customer during a Free Trial, may be permanently deleted at the end of the Free Trial unless Customer purchases a subscription to the same Services before the end of the Free Trial. Customer is responsible for exporting any such Customer Data before the end of the Free Trial.

16. Publicity

Neither party shall use the other party's name, logos or trademarks, or identify the other party as a customer or vendor, in any press release, website, customer list, case study, testimonial, marketing material or other public statement without that party's prior written consent (email being sufficient). Any such use shall conform to the trademark usage guidelines that the consenting party provides. A party may withdraw its consent at any time by notice to the other party, in which case the other party shall cease new uses within a reasonable period.

17. Changes to the Services and to this Agreement

17.1 Changes to the Services. valuepath continually develops the Services and may add, modify or remove features and functionality from time to time. valuepath shall not make any change that materially reduces the core functionality of the Services purchased by Customer during a paid Subscription Term, except where such change is required by applicable law, to address a security risk, or as a result of the unavailability or changed terms of a Non-Valuepath Application or AI Provider, in which case valuepath shall use commercially reasonable efforts to give Customer advance notice.

17.2 Changes to this Agreement. valuepath may update this Agreement from time to time. valuepath shall post the updated Agreement on its website and update the "Last Updated" date above, and, for any change that valuepath reasonably determines is material, shall also notify Customer by email to the account email address or through the Services at least thirty (30) days before the change takes effect. For Customers with a paid Subscription Term, an updated Agreement shall take effect at the start of Customer's next Renewal Term, unless the change is required by applicable law, in which case it shall take effect as so required. For all other Customers, an updated Agreement shall take effect upon posting, or upon the effective date stated in the notice, and Customer's continued access to or use of the Services after that time shall constitute acceptance of the updated Agreement. If Customer does not agree to an update, Customer's sole remedy is to cancel its subscription in accordance with Section 6.3 before the update takes effect.

17.3 Order Forms Not Affected. No update to this Agreement under Section 17.2 shall amend or override the terms of any Order Form then in effect, including its Fees, Credit allotments or Subscription Term, during the Subscription Term of that Order Form. Any change to an executed Order Form requires a written amendment signed by both parties.

18. General Provisions

18.1 Governing Law. This Agreement, and any claim, controversy or dispute arising out of or related to this Agreement or the Services, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, in any form enacted, shall not apply to this Agreement.

18.2 Venue; Waiver of Jury Trial. Subject to Section 18.3, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, with respect to any action or proceeding arising out of or related to this Agreement, and waives any objection to venue in such courts. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

18.3 Injunctive Relief. Notwithstanding Section 18.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, or to prevent irreparable harm, pending the resolution of a dispute.

18.4 Notices. Except as otherwise specified in this Agreement, all notices under this Agreement shall be in writing and shall be deemed given (a) when sent by email, unless the sender receives an automated notice that the email was not delivered, or (b) upon receipt, if delivered personally or by internationally recognized courier. Notices to valuepath shall be sent by email to [email protected], with a copy to any notice address specified for valuepath in the applicable Order Form. Notices to Customer shall be sent to the email address associated with Customer's account or, where applicable, to the notice contact specified in the applicable Order Form. Billing-related notices to Customer shall be sent to the billing contact designated by Customer. Notices of breach, termination or an indemnifiable claim shall clearly identify themselves as legal notices under this Agreement. Customer consents to receive communications from valuepath electronically, and agrees that all notices, disclosures and other communications that valuepath provides electronically satisfy any legal requirement that such communications be in writing.

18.5 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party, not to be unreasonably withheld; provided, however, that either party may assign this Agreement in its entirety, together with all Order Forms, without the other party's consent, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or of the business to which this Agreement relates, provided that the assignee is not a direct competitor of the non-assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective permitted successors and assigns. Any purported assignment in violation of this Section 18.5 shall be void.

18.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than Customer's payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic, war, terrorism, civil unrest, labor disputes (other than those involving the affected party's own employees), acts of government, failures or outages of the internet, utilities, third-party hosting or AI Providers, or denial-of-service or other malicious attacks (each, a "Force Majeure Event"). The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable.

18.7 Export Compliance. The Services and related technology may be subject to the export control and economic sanctions laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on, and is not owned or controlled by any person named on, any U.S. government denied-party or sanctions list. Customer shall not permit any User to access or use the Services in, or for the benefit of any person located in, a U.S.-embargoed country or region, or in violation of any U.S. or other applicable export control or sanctions law or regulation.

18.8 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any of the other party's employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction. If either party learns of any violation of this restriction, it shall use reasonable efforts to notify the other party promptly. Each party shall comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption laws in connection with this Agreement.

18.9 U.S. Government End Users. The Services, including all related software and Documentation, are "commercial products" and "commercial computer software" and "commercial computer software documentation" as those terms are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Services by or for the U.S. government shall be governed solely by the terms of this Agreement, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, as applicable. Any provisions inconsistent with federal procurement regulations are not enforceable against the U.S. government.

18.10 Entire Agreement; Order of Precedence. This Agreement, including all Order Forms and any data processing addendum executed in accordance with Section 10.2, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (a) the applicable Order Form, solely with respect to the commercial terms of that order, such as the Services, Plan, Fees, Credits, quantities, billing and payment terms and Subscription Term, (b) any executed data processing addendum, solely with respect to the processing of Personal Data, (c) the body of this Agreement, and (d) the Documentation. No terms or conditions set out in any purchase order, vendor registration form, procurement portal or other Customer ordering documentation shall be incorporated into or form part of this Agreement, and all such terms or conditions shall be null and void, even if accepted or acknowledged by valuepath. Except as provided in Section 17.2, no modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom it is to be asserted.

18.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible and deemed modified to the minimum extent necessary to render it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

18.12 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right, and no single or partial exercise of any right shall preclude any further exercise of that or any other right. Any waiver must be in writing and signed by the waiving party.

18.13 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, and neither party has the authority to bind the other.

18.14 No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement, except for the persons entitled to defense and indemnification under Section 12.

18.15 Counterparts; Electronic Acceptance. Any Order Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by any electronic signature service shall be deemed original signatures. Customer's acceptance of this Agreement by electronic means, including by clicking a box or button indicating acceptance, shall have the same force and effect as a handwritten signature.

18.16 Interpretation. Section headings are for convenience only and shall not affect the interpretation of this Agreement. The words "include," "includes" and "including" shall be deemed to be followed by "without limitation." References to "Sections" are to sections of this Agreement unless otherwise stated. The word "or" is not exclusive, and words in the singular include the plural and vice versa. This Agreement shall not be construed against either party by reason of its drafting.

18.17 Contact. Questions about this Agreement may be directed to valuepath at [email protected].