Terms of Service

2.1 Provision of Access

Subject to the terms and conditions of this Agreement, Stavvy hereby grants Customer a non-exclusive, non-sublicensable, non-transferable right to access and use the Services during the Term, solely by Authorized Users, as further described on any Order Form, Statement of Work, or exhibit hereto, and solely for purposes of Customer's business. Stavvy shall provide to Customer the necessary passwords and network links or connections to allow Customer's Authorized Users to access the Services. Customer shall not allow for the sharing of such login information by its Authorized Users and shall comply with all applicable access requirements of Stavvy. Each Authorized User shall, prior to using the Services, acknowledge their agreement with Stavvy's terms and conditions, its E-Sign Consent To Use Electronic Records, Signatures, and Audio-Visual Recordings, its Privacy Policy, and any user-specific terms that Stavvy may request upon creation of an account or at any later time, in its sole discretion.

2.2 Use Restrictions

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

1. copy, modify, or create derivative works of the Services or Documentation, in whole or in part;
2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services;
3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
4. remove any proprietary notices from the Services; or
5. use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

2.3 Reservation of Rights

Stavvy reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to Stavvy's Confidential Information.

2.4 Suspension

Notwithstanding anything to the contrary in this Agreement, Stavvy may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if Stavvy reasonably determines that:

1. there is a threat or attack on any of the Stavvy Confidential Information;
2. Customer's or any Authorized User's use of the Stavvy Confidential Information is in violation of the terms of this Agreement or disrupts or poses a security risk to the Stavvy Confidential Information or to any other customer or vendor of Stavvy;
3. Customer, or any Authorized User, is using the Stavvy Confidential Information for fraudulent or illegal activities;
4. subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;
5. Stavvy's provision of the Services to Customer or any Authorized User is prohibited by applicable law; or
6. any vendor of Stavvy has suspended or terminated Stavvy's access to or use of any Third-Party Products required to enable Customer to access the Services.

Stavvy shall provide Customer with written notice of any such suspension and shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the suspension is cured. Stavvy shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a suspension and Customer waives all such liability of Stavvy.

2.5 Data Reporting and System Monitoring

Notwithstanding anything to the contrary in this Agreement, Customer agrees that Stavvy may monitor Customer's use of the Services and collect and compile data (in aggregated form) input by Customer while using the Services. As between Stavvy and Customer, all right, title, and interest in the derived data, and all intellectual property rights therein, belong to and are retained solely by Stavvy. Customer agrees that Stavvy may (i) make total aggregated usage data and other data reporting publicly available in compliance with applicable law, and (ii) use aggregated data reporting to the extent and in the manner permitted under applicable law; provided that such data and statistics do not identify Customer or contain any of Customer's Confidential Information.

3.1 General

Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible ensuring that each of its Authorized Users have completed any and all training required or provided by Stavvy concerning the Services and use the Services solely in accordance with all guides, training, manuals or other direction provided by Stavvy, as the same may be updated from time to time by Stavvy in its sole discretion. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.

3.2 Compliance

Customer represents and warrants that Customer will use the Services (and will ensure that use of the Services by or on behalf of Customer and Authorized Users) in compliance with this Agreement, Stavvy's standard published policies then in effect and all applicable laws, rules and regulations. The terms of all such policies are specifically referenced and incorporated herein. Customer acknowledges and agrees to be bound by any updates to such policies as Stavvy may make from time to time. Customer is responsible for providing any and all relevant instructions specific to any specific use of the Services to any notaries public using the Services, whether as Authorized Users of Customer or facilitated by Stavvy, including but not limited to applicable underwriting, state law, and/or title closing instructions.

3.3 Equipment

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed or used to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and related information, and the like (collectively "Requisites"). Customer shall also be responsible for the safety and security of Requisites in all respects, and waives any claim against Stavvy for the safety or security of the Requisites.

3.4 Responsibility for Transaction Documents and Data Submitted to the Platform

Customer is responsible for the accuracy, content, legality, and nature of all documents and data uploaded to the Stavvy platform during Customer's use of the Services. Customer is responsible for determining all signatories and participants necessary to any session performed on the platform. The Customer is responsible for verifying that e-signed documents and notarizations are legally valid and binding for Customer's intended purposes.

3.5 Acceptable Use

Customer agrees that, while using the Services, Customer and its Authorized Users shall not:

• engage in or encourage conduct that would violate any applicable law or regulation, infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
• sublicense, resell, or transfer any of your usage or access rights to the Services;
• bypass or breach any security device or protection of the Services;
• use the Services in any manner to which you do not have legal authority or that otherwise creates a security or privacy risk for any other person or entity;
• submit, post, email, display, transmit or otherwise make available through or introduce to the Services any material that contains a software virus, worm, spyware, Trojan horse, robot, spider, site search/retrieval application or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• use any technology to disguise or otherwise interfere with location detection or IP addresses, if prohibited from doing so by applicable state law;
• modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other user;
• impersonate any person or entity or falsely state or otherwise represent your affiliation with a person, or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Services;
• solicit passwords or personal identifying information for commercial or unlawful purposes from other users or engage in spamming, flooding, harvesting of email addresses or other personal information, "spidering", "screen scraping", "phishing", "database scraping", or any other activity with the purposes of obtaining lists of other users or other information;
• modify, reverse engineer, decompile or disassemble any part of the Service, whether in whole or in part, or create any derivative works from any part of the Service, or encourage, assist or authorize any other person to do so;
• access and use the Services in order to (i) build a product or service competitive with them or (ii) copy any ideas, features, functions or graphics of the Services; or
• modify, or attempt to modify, any document or transaction executed through the Services after it has been executed.

4.1 Notary as Customer's "Authorized User"

Customer acknowledges and covenants that to the extent that any of its Authorized Users are notaries public, that Customer has a direct contractual relationship with each notary public, either via employment, a consulting or independent contract relationship, or otherwise, and that all such Authorized Users:

• are duly commissioned by the notary's jurisdiction (the "Notary User Jurisdiction") to perform electronic and/or remote online notarizations and such commission has not expired and if such commission is suspended, expired or revoked, immediately send notice to Stavvy and cease conducting notarizations on the Stavvy platform;
• have or shall obtain and upload prior to using the Stavvy platform a valid, current, identity based digital certificate (an x509) from IdenTrust in compliance with applicable law;
• shall perform notarizations only while physically located in the jurisdiction in which notary is lawfully commissioned;
• has, if required to do so by applicable law, has informed any regulatory authority within the Notary User Jurisdiction of the notary's intention to use the Stavvy platform and, prior to doing so, confirmed that Stavvy has been approved as provider of the type of transaction to be performed in the Stavvy platform in such jurisdiction, if required;
• shall comply with any training and onboarding requirements for notaries set by Stavvy in its sole discretion;
• shall upload or create within the Stavvy platform an electronic, seal, in compliance with all applicable legal requirements in the Notary User Jurisdiction;
• shall perform all notarizations in compliance with applicable law;
• shall ensure that the electronic notary journal contains all information required by Notary User Jurisdiction;
• shall use the Stavvy platform only in accordance with the guides, training, manuals or other direction provided by Stavvy, as the same may be updated from time to time by Stavvy in its sole discretion;
• shall use the Stavvy platform in accordance with its intended use and shall not abuse the access given to such Authorized User.

4.2 Notary Signing Services Facilitated by Stavvy

Customer acknowledges and agrees that if it uses notary services provided by an external notary panel facilitated and billed to Customer by Stavvy, and such purchase is reflected on Customer's Order Form, Customer agrees that such services are governed by the Notary Signing Services Supplemental Terms of Use, in addition to these Terms of Service.

5.1 Services, generally

Subject to the terms of this Agreement, Stavvy will provide Customer the Services set forth on any Order Form, Statement of Work, or Exhibit hereto.

5.2 No Legal Advice

Customer may receive information from Stavvy concerning the Services, electronic signatures, electronic notarization, and other subject matter relevant to the Services. Customer acknowledges that this information is for general informational purposes only and is not legal advice. Customer may not, and hereby agrees that it shall not, rely on such information and waives all claims by Stavvy concerning such information.

5.3 Notary Public Services

Unless expressly stated otherwise on an Order Form, Customer and its Authorized Users are solely responsible for supplying notaries public as applicable.

5.4 Implementation

Stavvy will perform certain onboarding and implementation services if and to the extent expressly set forth in an Order Form, Statement of Work, or Exhibit hereto. Each of Stavvy and Customer will fulfill its respective obligations with respect to such services and will cooperate with the other to permit the timely performance of such services. Stavvy's obligations with respect to any onboarding and implementation services are contingent upon Customer's timely performance of its obligations, Customer's reasonable cooperation and any assumptions included in any Order Form, Statement of Work, or Exhibit hereto.

5.5 Use of and Integration with Third-Party Products

To the extent that Stavvy makes Third-Party Products available to Customer, such Third-Party Products are subject to their own terms and conditions, to which Customer shall agree as a condition of using such Third-Party Products. Customer agrees that Stavvy shall not be held liable for any failures or interruptions in service or in the capabilities of such Third-Party Products. To the extent that Customer chooses to use features within the Services that involve integrations with Third-Party Products, Customer consents to an exchange of data between the Services and the applicable Third-Party Products. Use of Third-Party Products, including but not limited to via application programming interface, code snippet or other software, flat file upload, file transfer protocol, or otherwise. Any such Third-Party Products, or any other Third-Party integration where products are owned or controlled by Customer that interacts with the Services or any output thereof, is a "Customer System." Customer acknowledges and agrees that in order to perform the Services, Stavvy may need, and Customer hereby grants to Stavvy, the right to access, test, and periodically audit any Customer System and its connection to the Services. Stavvy does not control and has no responsibility or liability whatsoever for Customer Systems, including their security, functionality, operation, availability, or interoperability, or how Customer Systems, including but not limited to Third-Party Products, use or process data received from the Services.

Customer shall pay Stavvy the fees ("Fees") as set forth in any Order Form, Statement of Work, or Exhibit hereto without offset or deduction.

6.1 Onboarding and Implementation Fees

Onboarding and Implementation Fees set forth in any Order Form, Statement of Work, or Exhibit hereto are due and payable as of the Effective Date reflected on an Order Form (the "Effective Date"). Customer shall pay all such fees net thirty (30) days after the date of invoice.

6.2 Services Fees

6.2.1 Billing Cadence

Unless otherwise set forth on an Order Form, monthly minimum Services Fees other than Onboarding and Implementation Fees (if any) are billed to Customers in advance of the month in which the Services are used. All other Services Fees are billed in arrears. Stavvy reserves the right to send Customers invoices for partial months, on a pro-rata basis at the beginning and/or end of a Term, in Stavvy's discretion to align billing with calendar months.

6.2.2 Date of First Invoice; New Customers' "Live Date"

Stavvy may begin invoicing a new Customer for Services Fees on the Customer's "Live Date." The "Live Date" for new Customers shall mean the date on which onboarding and implementation is substantially complete such that the Customer may conduct a live transaction using the Services, as determined by Stavvy, in its sole discretion. In no event shall such Live Date be later than ninety (90) days after the Effective Date. Renewing Customers may be billed as of the start of any renewal period.

6.2.3 Payment Terms

Services Fees are due and payable by Customer thirty (30) days after each invoice date. Overdue unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate suspension or termination of the Services. If Customer believes that Stavvy has billed Customer for fees incorrectly, Customer must provide written notice to Stavvy specifying the alleged issue no later than fifteen (15) days after the Customer's receipt of an invoice in which the error or problem appeared, in order to receive an adjustment or credit, which adjustment or credit is subject to Stavvy's discretion. Services Fees paid in advance are not refundable.

6.2.4 Changes to Fees by Stavvy and Fees for new Services

Stavvy reserves the right to change the Services Fees, support levels, and other applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current renewal term, upon sixty (60) days prior notice to Customer. To the extent that Stavvy introduces new features or services during the Initial Term or any renewal term, Stavvy shall provide the Customer with the pricing for such new features or services and Customer shall be responsible for paying such pricing as additional Services Fees if Customer chooses to use such new features or services. Customer agrees that Customer's subscription to the Services and acceptance of this Agreement are not contingent on the delivery of any future functionality or features.

6.3 Method of Payment

Stavvy may use a third-party payment service to invoice the Customer through an online account. Customer shall agree to the terms and conditions of any such service, including, unless otherwise agreed by Stavvy, Customer's registration for ACH transfers to Stavvy for payment of invoices. By submitting payment account information, Customer grants Stavvy the right to store and process such information with the third-party payment service and agrees that Stavvy will not be responsible for any failures of the third party, including any failures to adequately protect such information. The processing of payments will be subject to the terms, conditions, and privacy policies of such third-party payment service in addition to this Agreement.

6.4 Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Stavvy's income.

6.5 Auditing Rights and Required Records

Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Stavvy may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Stavvy with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 6.2.3. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.

From time to time during the Term, either Party may disclose or make available to the other Party Confidential Information.

The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings.

On the expiration or termination of the Agreement, unless the receiving Party is required by law or otherwise agrees herein to retain the information, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Subject to the continuing confidentiality obligations hereunder, however, the receiving Party (i) shall not be obligated to erase the information contained in archived computer system backups in accordance with its security and/or disaster recovery procedures, and (ii) may maintain one copy of any of the information in the receiving Party's records in accordance with the receiving Party's usual and customary business practices and as may be required by the regulations and rules of any governmental agency or other regulatory authority, including any self-regulatory organization having or claiming to have jurisdiction. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. To the extent that the Parties previously entered into a non-disclosure agreement, the terms of this Agreement supersede that agreement.

7.1 Special Retention Requirements for Transaction Documents

The Parties acknowledge and agree that notwithstanding the provisions of other subsections of this Section 7, as part of performing the Services, Stavvy collects and stores various record types, including but not limited to audio and visual recordings, audit logs, and any other records that must be retained in accordance with applicable local, state, or federal laws or regulations, all of which may contain Customer Data ("Transaction Documents"). Transaction Documents may be retained by Stavvy for a minimum of ten (10) years in certain states in accordance with state-regulated timeframes. For as long as Stavvy retains such Transaction Documents, Customer may request access to them upon request.

7.2 Special Retention Requirements for Relationship Documents

The Parties also acknowledge and agree that notwithstanding the provisions of other subsections of this Section 7, Stavvy collects business data and information about the transactions between Stavvy and Customer, including, but not limited to, credit or debit card information, user account and authentication information, tax identifiers, other financial, banking, billing, delivery, and contact details, and communications between Customer and Stavvy ("Relationship Documents"), which the Parties agree Stavvy may, but is not obligated to, retain for six (6) years following termination of this Agreement, or for such longer period as may be required pursuant to document preservation orders or "litigation holds" of which Customer has notified Stavvy in writing.

7.3 Ownership of Confidential Information

Confidential Information is and shall remain the sole property of the disclosing Party. The receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed under this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. The receiving Party shall be responsible for all use and access by any of its employees or authorized representatives to the Confidential Information and shall immediately notify the disclosing Party in the event of any loss or unauthorized disclosure of any Confidential Information.

7.4 Stavvy Confidential Information

Customer acknowledges that, as between Customer and Stavvy, Stavvy owns all right, title, and interest, including all intellectual property rights, in and to Stavvy Confidential Information. Customer shall not shall not create any improvements, modifications, or derivative or related works or materials which incorporate or utilize, directly or indirectly, any Stavvy Confidential Information (Customer acknowledges and agrees that such improvements, modifications, derivative or related works shall be deemed Confidential Information of the disclosing Party) or duplicate, translate, transfer, or cause, permit or attempt the reverse engineering, disassembly or decompilation of any software disclosed under this Agreement.

7.5 Third-Party Products

With respect to Third-Party Products, the applicable third parties own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

7.6 Customer Data

Stavvy acknowledges that, as between Stavvy and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Stavvy a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Stavvy to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display aggregated Customer Data incorporated within the overall usage data.

7.7 Feedback

If Customer or any of its Authorized Users, employees or contractors sends or transmits any communications or materials to Stavvy by mail, email, telephone, or otherwise, suggesting or recommending changes to the Stavvy Confidential Information, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Stavvy is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Stavvy on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Stavvy is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Stavvy is not required to use any Feedback.

8.1 Limited Warranty

Stavvy warrants that the Services will conform in all material respects to the service levels set forth in the Service Level Agreement when used according to tutorials, user manuals, or guides provided by Stavvy. Stavvy does not make any representations or guarantees regarding the uptime or availability of the Services, unless explicitly identified within the Notary Signing Service Terms of Use. The remedies set forth in the Notary Signing Service Terms of Use are the Customer's sole remedies and Stavvy's sole liability under the limited warranty set forth in this Section 8(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND STAVVY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

8.2 Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE STAVVY CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND STAVVY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. STAVVY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), STAVVY MAKES NO WARRANTY OF ANY KIND THAT THE STAVVY CONFIDENTIAL INFORMATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9.1 Stavvy Indemnification

Stavvy shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringe or misappropriate such third party's US intellectual property rights/US patents, copyrights, or trade secrets, provided that Customer promptly notifies Stavvy in writing of the claim, cooperates with Stavvy, and allows Stavvy sole authority to control the defense and settlement of such claim.

If such a claim is made or appears possible, Customer agrees to permit Stavvy, at Stavvy's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Stavvy determines that neither alternative is reasonably available, Stavvy may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Stavvy or authorized by Stavvy in writing; (B) modifications to the Services not made by Stavvy; (C) Customer Data; or (D) Third-Party Products.

THIS SECTION 9(a) SETS FORTH CUSTOMER'S SOLE REMEDIES AND STAVVY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9.2 Customer Indemnification

Customer shall indemnify, hold harmless, and, at Stavvy's option, defend Stavvy from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights or privacy rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence; willful misconduct, or failure to comply with applicable law; (ii) use of the Services in breach of or in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Stavvy or authorized by Stavvy in writing; or (iv) modifications to the Services not made by Stavvy. Customer may not settle any Third-Party Claim against Stavvy unless Stavvy consents to such settlement in writing. Stavvy shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

11.1 Term

The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for twelve (12) full calendar months from the Live Date (see paragraph 6.2.2 for definition of "Live Date") (the "Initial Term"). For purposes of illustration, if the Effective Date for a new customer is January 14, the customer will be billed beginning at the latest on April 14. The first invoice will be prorated until the end of April, and the customer will then be billed for twelve (12) calendar months, with the Initial Term concluding the following year on April 30.

11.2 Renewal Terms

Unless a customer executes a renewal Order Form stating otherwise, this Agreement will automatically renew for successive 1-year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").

11.3 Termination

In addition to any other express termination right set forth in this Agreement:

• Stavvy may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Stavvy's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2.2 or Section 7;
• Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
• Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (E) is unable to provide, or accept the Services due to operation of or prohibition by applicable law or regulation.

11.4 Effect of Expiration or Termination

Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and, without limiting Customer's obligations under Section 7, Customer shall delete, destroy, or return all copies of Stavvy Confidential Information and upon request shall certify in writing to Stavvy that the Stavvy Confidential Information has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

11.5 Survival

This Section 11.5 and Sections 1, 6, 7, 8.2, 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12.1 Entire Agreement

This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, any Order Form, Statement of Work, or Exhibit to these terms, (ii) second, these Terms; and (iii) third, any other documents incorporated herein by reference.

12.2 Export of Confidential Information

Neither Party will export, send or allow to be accessed, directly or indirectly, any Confidential Information received pursuant to this Agreement or any product utilizing any such Confidential Information, from any network, system, or location outside the United States without the other Party's prior written consent. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

12.3 Publicity and Marketing Support

12.3.1 Initial Press Release

Stavvy may announce the execution of this Agreement in a press release within thirty (30) days of the Execution Date. Stavvy shall draft the initial copy, which shall be reviewed and approved by Customer prior to release. Other than the foregoing, neither party may publicly announce the business terms of this Agreement except with the other party's prior consent or as required by applicable law.

12.3.2 Logo Usage

Customer grants Stavvy the worldwide, non-exclusive, non-transferable, royalty-free, personal license to use its logos and trademarks within the Stavvy platform and in Stavvy's customer lists and promotional materials during the Term of this Agreement. Customer warrants and covenants that it has full ownership rights to the logos and trademarks licensed to Stavvy, has the authority to issue the foregoing license to Stavvy, and will indemnify Stavvy against any claim alleging that such use by Stavvy is unauthorized or in violation of a third party's intellectual property rights. Stavvy, for its part, hereby acknowledges Customer's sole ownership of Customer's logos and trademarks acknowledges that Company retains all right, title and interest in the logos and trademarks not granted herein.

12.3.3 Customer Case Study

Customer shall participate in one case study during the first year of the Term, including performance metrics, interviews with Stavvy, and use of quotes from Customer executives.

12.3.4 Customer Reference Call

Customer agrees to become a reference for Stavvy.

12.4 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). With respect to Stavvy, a copy of such notice shall be provided to [legal contact]. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

12.5 Force Majeure

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, other potential disasters or catastrophes, such as epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

12.6 Amendment and Modification; Waiver

No amendment to, addendum or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.7 Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.8 Governing Law; Submission to Jurisdiction

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts in the City of Boston, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

12.9 Assignment

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Stavvy, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

12.10 Attorney's Fees

Should any dispute arise regarding this Agreement, the prevailing party shall be entitled to receive its reasonable legal fees and costs as awarded by a court of competent jurisdiction.

12.11 Third Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their respective permitted successors and assignees.

12.12 US Government Rights

Each of the Documentation and the software components that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

12.13 Equitable Relief

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Customer, its violation of Section 2.2, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.