Terms of Service

Last updated  March 26, 2026

These Terms of Service, together with the terms in any Order Forms you may execute, and any additional agreements, schedules, exhibits or other terms referred to herein or in an Order Form (collectively, the “Terms”) govern your access to and use of the Services (defined below) provided by Workhelix, Inc., a Delaware corporation (“Workhelix”,”Provider”, “we” or “our”).  

By (1) clicking a box indicating acceptance, (2) accessing or using Workhelix’s Services, (3) creating or accessing an account on Workhelix’s website or (4) executing an Order Form, you accept and agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “you” or “Customer” shall refer to such entity and its affiliates. If you lack such authority, or do not agree with these terms and conditions, you must not accept these Terms and may not use the Services.  

Workhelix’s direct competitors are prohibited from accessing or using the Services, except with Workhelix’s prior written consent. In addition, the Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Because the Services are always changing, we may need to revise these Terms at any time.  We will always revise the “Last updated” date above to reflect the current Terms.  If we materially change these Terms, we will provide you with reasonable advance notice, such as by sending an email notification and/or providing notice through the Services.  By continuing to access or use the Services, you confirm your acceptance of the revised Terms and all of the terms incorporated herein by reference.
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I. Definitions
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
‍“Agreement” means the Order Form between Provider and Customer as governed by these Terms.
‍“Applicable Data Protection Laws” means the Applicable Laws that govern how the Cloud Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
‍“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
‍“Beta Product” means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
‍“Cloud Service” means the product described in the Order Form.
‍“Confidential Information” means information in any form disclosed by or on behalf of a Discloser, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product.
‍“Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
‍“Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
‍“Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
‍“Effective Date” means the date listed in the Order Form that constitutes the date this Agreement becomes effective.
‍“Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
‍“Feedback” means suggestions, feedback, or comments about the Product or related offerings.
‍“Fees” means the applicable amounts described in an Order Form.
‍“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
‍“GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
‍“OFAC” means the United States Department of Treasury’s Office of Foreign Assets Control.
‍“Order Form” means any order form entered into by Workhelix and Customer that incorporates these Terms.
‍“Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
‍“Product” means the Cloud Service, Software, and Documentation.
‍“Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
‍“Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
‍“Software” means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product or as a service or tool related to the Product.
‍“Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.
‍“User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.

II. Service
1. Access and Use. During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes only. If a Customer Affiliate enters a separate Order Form with Provider, the Customer’s Affiliate creates a separate agreement between Provider and that Affiliate, where Provider’s responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ agreement. Customer’s Affiliates are not permitted to use the Product or any of the rights granted herein without entering into a separate Order Form with Workhelix.
2. Support. During the Subscription Period, Provider will provide Customer with its standard technical support services during regular business hours (9:00 AM to 5:00 PM Pacific Time, Monday through Friday, excluding Company holidays). Provider will use commercially reasonable efforts to respond to support requests within one (1) business day and to resolve issues based on their severity level.
3. User Accounts. Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will immediately notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
4. Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider’s products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.
5. Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide, maintain, improve, develop, and enhance the Product and related offerings. Customer is solely responsible for the accuracy and content of Customer Content.
6. Machine Learning. No Customer Data, except for aggregated and anonymized Customer Data, will be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider’s products and services. Nothing in this section will reduce or limit Provider’s obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate.

III. Restrictions & Obligations
1. Restrictions on Customer.
a. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (ix) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
b. Use of the Product must comply with all Documentation.
2. Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 10 days; (b) breaches Section III.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product, Workhelix, or others, then Provider may temporarily suspend Customer’s access to the Product after the provision of written notice to Customer. In addition, Provider may suspend Customer’s access immediately, without prior notice, if necessary to prevent an imminent security threat or a material violation of Section III. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.

IV. Privacy & Security
1. Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.
2. Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product.
3. Data Security. Provider maintains an information security program designed to protect the confidentiality, integrity, and availability of Customer Content. Such program includes administrative, technical, and physical safeguards appropriate to the nature of the data processed. Provider maintains SOC 2 Type II certification (or a substantially equivalent successor certification) and will, upon Customer’s written request and under a duty of confidentiality, provide a summary of its most recent audit report or equivalent evidence of certification.
4. Breach Notification. In the event of a confirmed security incident resulting in unauthorized access to or disclosure of Customer Content, Provider will notify Customer without undue delay, and in any event within 72 hours of confirming the incident. Such notification will include: (a) a description of the nature of the incident; (b) the categories and approximate volume of Customer Content affected; and (c) the measures taken or proposed to address the incident. Notification obligations under this Section apply only to confirmed incidents resulting in unauthorized access to Customer Content.

V. Payment & Taxes
1. Fees. Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars, must be paid in U.S. Dollars, and are exclusive of taxes. Fees are non-refundable and shall be paid by Customer in accordance with the terms contained herein.
2. Invoicing. Provider will send invoices for all Fees in advance. All invoices shall be due Net 30 from receipt.
3. Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding. However, Customer is not responsible for Provider’s income taxes.
4. Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
5. Late Payment. Undisputed amounts not paid by Customer when due will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until the date of actual payment. Provider’s right to receive interest does not limit any other rights or remedies available to Provider for late payment. In addition Customer shall be responsible for all costs of collection, including, but not limited to, court costs and reasonable attorneys’ fees. In addition, Workhelix shall have the right to suspend access to the Product and the continuance of any of its obligations hereunder in the event Customer has a past due balance.

VI. Term & Termination
1. Order Form and Agreement. For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional periods of time equal to the Subscription Period unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.
2. Term. These Terms will start on the Effective Date and continue to be in effect until there is no active Order Form between the parties.
3. Termination. Either party may terminate an Order Form immediately:
a. if the other party fails to cure a material breach of the Terms or an Order Form following 30 days notice;
b. upon notice if the other party (i) materially breaches the Terms or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 30 days.
4. Force Majeure. Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from operating for 30 or more consecutive days. In such an event,  Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to termination.
5. Effect of Termination. Termination of the Terms will automatically terminate all Order Forms governed by the Terms. Upon any expiration or termination of an Order Form:
a. Customer will no longer have any right to use the applicable Product(s).
b. Upon Customer’s request submitted within 14 days of expiration or termination, Provider will make Customer Content available for export in a standard machine-readable format (CSV or JSON). After such 14-day window, upon Customer’s written request, Provider will delete Customer Content within 60 days.
c. Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control upon request.
d. Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section V (Payment & Taxes).
e. For the avoidance of doubt and notwithstanding anything to the contrary, there is no termination for convenience permitted hereunder. If Customer (i) terminates this Agreement for convenience; (ii) is in anticipatory breach of this Agreement; or (iii) Workhelix terminates this Agreement based on its express termination rights hereunder, Customer shall be immediately required to pay the remainder of the Fees in any Order Form that have not been paid and will not be entitled to any refund of Fees already paid.
6. Survival.
a. The following sections will survive expiration or termination of the Agreement: Section I (Definitions), Section II.4 (Feedback and Usage Data), Section II.6 (Machine Learning), Section III.1 (Restrictions on Customer), Section V (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section VI.5 (Effect of Termination), Section VI.6 (Survival), Section 6=VII (Representations & Warranties), Section VIII (Disclaimer of Warranties), Section IX (Limitation of Liability), Section X (Indemnification), Section XI (Confidentiality), Section XII (Reservation of Rights), Section XIII (General Terms), , and the portions of an Order Form referenced by these sections.
b. Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.

VII. Representations & Warranties
1. Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.
2. From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
3. From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.
4. Provider Warranty Remedy. If Provider breaches the warranty in Section VII.3 (Representations & Warranties from Provider), Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider’s restoration obligation, and Customer’s termination right, are Customer’s only remedies if Provider does not meet the warranty in Section 6.3 (Representations & Warranties from Provider).

VIII. Disclaimer of Warranties
1. Provider makes no guarantees that the Product will always be safe, secure, accurate, error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section VII (Representations & Warranties), Provider disclaims all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

IX. Limitation of Liability
1. Limitation. IN NO EVENT SHALL PROVIDER BE LIABLE FOR (I) LOST PROFITS OR REVENUES (WHETHER DIRECT OR INDIRECT), OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES RELATING TO THIS AGREEMENT, EVEN IF THE PARTY IS INFORMED OF THE POSSIBILITY OF THIS TYPE OF DAMAGE IN ADVANCE; AND (II) ANY AMOUNTS IN EXCESS OF THE FEES ACTUALLY PAID TO WORKHELIX IN THE TWELVE (12) MONTHS PRECEDING A CLAIM.
2. Applicability. The limitations contained in Sections IX.1 (Limitation) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
3. Exception. Notwithstanding Section IX.1 above, nothing in this Agreement will limit, exclude, or restrict a party’s liability to the extent prohibited by Applicable Laws.

X. Indemnification
1. Protection by Customer. Customer will indemnify, defend, and hold harmless Provider and its owners, directors, shareholders, employees, representatives, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of third party claims relating to (i) Customer’s breach of any of its representations or warranties hereunder; (ii) Provider’s use of the Customer Content as permitted herein; or (iii) Customer’s breach of Section III (Restrictions) or Customer’s misuse or modification of the Product.
2. Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of third party claims relating to a breach by Provider of a third party’s U.S. intellectual property rights with respect to the Product.
3. Procedure. The indemnifying party’s obligations in this Section are contingent upon the protected party: (a) promptly notifying the indemnifying party of each claim for which it seeks protection; (b) providing reasonable assistance to the indemnifying party at the indemnifying party’s expense; and (c) giving the indemnifying party sole control over the defense and settlement of each claim. An indemnified party may participate in a claim for which it seeks protection with its own attorneys only at its own expense. The indemnifying party may not agree to any settlement of a claim that contains a protected party’s admission of fault without the prior written consent of the protected party.
4. Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a third party intellectual property claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.
5. Exclusions. Provider’s obligations as an indemnifying party will not apply to claims that result from (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the claim.
6. Exclusive Remedy. This Section X (Indemnification), together with any express termination rights, describes Customer’s exclusive remedy and Workhelix’s entire liability with respect to intellectual property claims made with respect to intellectual property infringement claims relating to the Product.

XI. Confidentiality
1. Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
2. Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
3. Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.
4. Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at similar to those in this Section XI (Confidentiality) and Recipient remains responsible for everyone’s compliance with the terms of this Section XI (Confidentiality).

XII. Reservation of Rights
1. Except for the limited licenses granted herein, Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights expressly granted herein, Customer retains all right, title, and interest in and to the Customer Content. All analyses, insights, reports, recommendations, and other outputs generated by the Product based on Customer Content or Usage Data (collectively, “Outputs”) are part of the Product and are owned by Provider. Customer receives a limited, non-exclusive, non-transferable license to use Outputs during the Subscription Period solely for its internal business purposes. Customer acquires no ownership rights in Outputs.

XIII. General Terms
1. Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer’s use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.
2. Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
3. Governing Law. The laws of the State of Delaware, USA, will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. In the event Section XIII.4 (Arbitration) is found to be unenforceable, the parties will exclusively bring any legal suit, action, or proceeding about this Agreement in the courts of the State of Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts.
4. Arbitration. Any controversy or claim relating to this Agreement, except for claims made by Workhelix relating to a breach of contract for Customer’s failure to pay the Fees, or any part thereof, shall be settled by final and binding arbitration including threshold questions of arbitrability of the dispute. All disputes shall be conducted in English with JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules“) then in effect. Arbitration will be administered in Delaware by a sole arbitrator in accordance with the JAMS Rules applying the governing law specified in these Terms. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. Each party hereby waives the right to trial by jury or to participate in a class action or class arbitration, except as expressly permitted herein. Notwithstanding the foregoing, the parties will have the right to (i) bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator and (ii) the parties may instead assert a claim in “small claims” court, but only if the claim qualifies, the claim remains in such court and the claim remains on an individual, non-representative and non-class basis. The parties shall each bear their own costs of arbitration, including, but not limited to, JAMS fees and attorneys’ fees.
5. Injunctive Relief. Despite Section XII.3 (Governing Law) and Section XII.4 (Arbitration), a breach of Section XI (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section X (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
6. Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
7. Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Notwithstanding the foregoing, Provider may terminate this Agreement upon 10 days’ written notice if Customer undergoes a change of control to a direct competitor of Provider.
8. Beta Products. If Provider gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 6.3 (Representations & Warranty From Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider’s discretion with or without notice.
9. Logo Rights. Each party may list the other party's name and logo alongside its other partners and customers on its website and in its marketing materials. Additionally, each party agrees to reasonably participate in a mutually agreed-upon business case study initiated by the other party, which may include the use of non-confidential, aggregated, and/or anonymized performance metrics and a quote regarding the Referenced Party's experience with the relationship. Any such business case study, use of the Referenced Party's logo in a context will be subject to the Referenced Party's prior written approval. For the avoidance of doubt, inclusion of either party's name and logo on a standard customer, partner, or vendor list does not require additional approval beyond execution of this Agreement.
10. Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
11. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
12. No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
13. Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider’s sole discretion, with applicable export controls and sanctions laws and regulations.
14. Government Rights. The Cloud Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
15. Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
16. Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.