This Master SaaS Agreement, including the attached Schedules, which are hereby incorporated (this “Agreement”) is entered into on _______________, 2024 (the “Effective Date”) by and between Usable Machines, Inc. (“Usable Machines” “we,” “our,” or “us”), and _________________ (“Customer” “you,” or “your”).  Usable Machines and Customer may each be referred to individually as a “Party” and collectively as the “Parties.”

NOW, THEREFORE, for consideration of these promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

1.1. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2. “Applicable Law” means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.

1.3. “Authorized User” means Customer’s employees, contractors, or agents authorized by Customer to access and use the Platform pursuant to the terms and conditions of this Agreement; provided, however, that any contractors’ or agents’ access to and use of the Platform will be limited to their provision of services to Customer. You are responsible for all acts and omissions of Authorized Users and any other person who accesses and uses the Platform using any of your or any Authorized Users’ login credentials.    

1.4. “Confidential Information” means:  (i) with respect to Usable Machines, the Platform, and any and all source code relating thereto, the Usage Data, the Aggregate Data, the Documentation, pricing and fees related to the Platform provided hereunder, and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to you, the Customer Data, and any other non-public information or material regarding your legal or business affairs, financing, Authorized Users, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which:  (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party. 

1.5. “Customer Data” means any data and information that you or your Authorized Users submit to the Platform and/or provide to Usable Machines through the Platform, including, without limitation, the personal information (such as name, email address, and other identifying information) of Authorized Users. 

1.6. “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Platform as provided or made available by Usable Machines to Customer whether in a written or electronic form.

1.7. Fees” means the fees set forth on the applicable Order Form.

1.8. “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Platform, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Platform to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Platform.

1.9. “Order Form” means an order that is signed by authorized representatives of both Parties and that sets forth: (i) any applicable Usage Limitations (as defined below); (ii) the applicable Fees; and (iii) other mutually-agreed upon terms and conditions relating to such order.  The Parties’ initial Order Form is set forth as Schedule A. The Parties may subsequently elect to enter into additional Order Forms using a substantially similar form.

1.10. “Platform” means Usable Machines proprietary core platform of AI powered workflows and enterprise search that is described on the Order Form, and any Updates that Usable Machines makes available to Customer pursuant to this Agreement, together with all Documentation. 

1.11. “Subscription Term” means the duration of the subscription for access to the Platform as set forth in the applicable Order Form.

1.12. “Updates” means any corrections, fixes, patches, workarounds, and minor modifications denominated by version changes to the right of the decimal point (e.g., v3.0 to v3.1) to the Platform that Usable Machines provides to Customer under this Agreement.  All version numbers shall be reasonably determined by Usable Machines in accordance with normal industry practice.

1.13. “Usage Data” means the data that we collect in connection with our monitoring of the performance and use of the Platform by you and your Authorized Users, including, without limitation, date and time that you access the Platform, the portions of the Platform visited, the frequency and number of times such pages are accessed, the number of times the Platform is used in a given time period and other usage and performance data.

2. ORDERS. The access to the Platform to be made available under this Agreement will be as set forth in one or more Order Forms.  Each Order Form is deemed incorporated into and made a part of this Agreement.  To the extent any provision set forth in an Order Form conflicts with any provision set forth elsewhere in this Agreement, the provision set forth in this Agreement shall govern, unless such Order Form includes the section numbers of this Agreement that the Parties agree no longer govern or are modified for the matters covered thereby.

3. ACCESS TO THE PLATFORM.

3.1. Right to Access the Platform.  Subject to the terms and conditions of this Agreement and the applicable Order Form, we hereby grant you during the Subscription Term a limited, non-exclusive, non-transferable (except as permitted under Section 12.1), non-sublicensable, revocable right and license to permit your Authorized Users to access and use the Platform, solely for your internal business purposes.  Usable Machines will be responsible for hosting the Platform in accordance with the applicable Order Form, and Customer and Authorized Users will be responsible for obtaining Internet connections and other third-party software and services necessary for it to access the Platform.  

3.2. Usage Limitations. The subscription to the Platform will be subject to any usage limitations that are set forth in the applicable Order Form (“Usage Limitations”).

3.3. Modifications. We reserve the right to modify the Platform, from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Platform at any time during the Term at our sole and reasonable discretion. Any such modification or discontinuance will not materially decrease the overall functionality of the Platform.

3.4. Beta Features. From time to time, we may invite Customer to try “beta” features or functionalities of the Platform which are not generally available to our customers for use at no charge. Customer may accept or decline any such trial in its sole discretion. Such beta features are for evaluation purposes only and not for use, are not considered part of the Platform under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise expressly agreed to by us, any beta feature trial period will expire upon the date that a version of the beta feature becomes generally available to all of our customers for use or upon the date that we elect to discontinue such beta feature. We may discontinue beta features at any time in our sole discretion and may never make them generally available as part of the Platform. We will have no liability to Customer or any third party for any harm or damage arising out of or in connection with any use of a beta feature, and Customer’s use of any beta feature is at Customer’s own risk.

3.5. Restrictions on Use. You shall not (and shall not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to use the Platform; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform; (iii) modify, adapt, or translate the Platform, or any portion or component thereof; (iv) make any copies of the Platform, or any portion or component thereof; (v) resell, distribute, or sublicense the Platform, or any portion or component thereof, or use any of the foregoing for the benefit of anyone other than Customer; (vi) remove or modify any proprietary markings or restrictive legends placed on the Platform; (vii) use the Platform, or any portion or component thereof in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (viii) introduce, post, or upload to the Platform any Harmful Code; (ix) use the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Platform for the benefit of a third party; or (xi) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.    

3.6. Documentation.  Customer may copy and use (and permit the Authorized Users to copy and use) the Documentation solely in connection with the use of the Platform under this Agreement.  

3.7. Third-Party Items. The Platform may include, or be dependent on, certain third-party data, device graphs, software components, blockchains, application programming interfaces, and other items (the “Third-Party Items”). Usable Machines agrees that throughout the Subscription Term, Usable Machines will ensure that it at all times maintains all rights and licenses in and to the Third-Party Items that are necessary to ensure that Customer and its Authorized Users can use the Platform in the manner contemplated in this Agreement.  Usable Machines will provide support for the Third-Party Items in the same manner and scope for which it provides support for the Platform hereunder.  USABLE MACHINES, NOT BEING THE OWNER, OPERATOR, SUPPLIER, OR PRODUCER OF THE THIRD-PARTY ITEMS NOR THEIR AGENT, DOES NOT ENDORSE ANY THIRD-PARTY ITEMS, AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD-PARTY ITEMS AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.

3.8. Onboarding of Authorized Users.  Each Authorized User will be required to create an account, which includes a username, a password, and certain additional information, including a valid email address, that will assist in authenticating the Authorized User’s identity when he or she logs into the Software in the future (collectively, “Log-in Credentials”).  When creating an account, an Authorized User must provide true, accurate, current, and complete information.  You are solely responsible for the confidentiality and use of Authorized Users’ Log-in Credentials, as well as for any use, misuse, or communications entered through the Software.  You shall promptly inform us of any need to deactivate a username, password, or other Log-in Credential.  We reserve the right to delete or change Authorized Users’ Log-in Credentials at any time and for any reason.  We will not be liable for any unauthorized use of an Authorized User’s account.

3.9. Support Services. Usable Machines shall use commercially reasonable efforts to provide you and your Authorized Users problem resolution and technical support in connection with the Platform during the Subscription Term (the “Support Services”).

3.10. Incorporated Terms.  Your use of the SaaS Software, and any content provided to you by Usable Machines, are governed by this Agreement, as well as the SaaS Software’s privacy policy (the “Privacy Policy”), which may be updated from time to time by us without notice to you.  In addition, each of your Authorized Users will be required to accept our SaaS Software terms of service (the “Terms of Service”) which set forth the terms and conditions of use of the SaaS Software.  The Terms of Service and the Privacy Policy, as amended from time to time (collectively, the “Incorporated Terms”), are incorporated into this Agreement by this reference and made a part hereof.  In the event of any inconsistency or conflict between the Incorporated Terms and the terms of this Agreement, the terms of this Agreement shall prevail.

4. CUSTOMER DATA.

4.1. Customer Data. Subject to the terms and conditions of this Agreement, Customer hereby grants us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data for the purpose of providing the Platform hereunder.  You will have sole responsibility for the accuracy, quality, and legality of your Customer Data.  

4.2. Aggregated Data. Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, the Customer Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our products and services including the Platform. Aggregate Data does not identify Customer or any individual.  You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data. 

4.3. Data Security.  We (and any third-party hosting provider that we may engage) will employ commercially reasonable physical, administrative, and technical safeguards to secure the Customer Data, from unauthorized use or disclosure.

5. INTELLECTUAL PROPERTY. As between the Parties, all right, title, and interest in and to the Platform, the Aggregate Data, and the Usage Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Usable Machines. Subject to Section 4, all right, title, and interest in and to Customer Data, and all intellectual property rights therein, will be and remain Customer’s sole and exclusive property.

6. CONFIDENTIALITY; FEEDBACK.

6.1. Confidentiality Obligations.  At all times, the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement.  The Receiving Party may disclose, distribute, or disseminate the Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its “Representatives”), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein.  The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party.  The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives.  If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section.  If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

6.2. Feedback. During the Term, you and your Authorized Users may elect to provide us with feedback, comments, and suggestions with respect to the Platform (“Feedback”). Customer agrees that Usable Machines will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Customer or any Authorized User.

7. REPRESENTATIONS AND WARRANTIES; OUR DISCLAIMER.

7.1. Representations and Warranties. Each Party represents and warrants to the other Party that: (i) to the extent it is an entity, it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby constitute a valid and binding agreement of such Party; (iii) the individual accepting this Agreement on behalf of a legal entity has the authority to bind such entity to this Agreement; (iv) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (v) it will perform its obligations under this Agreement in compliance with all Applicable Laws. 

7.2. Additional Representations and Warranties of Usable Machines.  In addition to the representations and warranties set forth in Section 7.1, Usable Machines represents and warrants that the Professional Services and Support Services shall be performed in a professional and workmanlike manner. 

7.3. Representations and Warranties of Customer.  In addition to the representations and warranties set forth in Section 7.1, Customer represents and warrants that Customer has all rights and permissions necessary for Customer to provide Usable Machines with or grant Usable Machines access to and use of all Customer Data.

7.4. Our Disclaimer. ALTHOUGH CERTAIN DATA AND MATERIALS THAT MAY BE GENERATED BY THE PLATFORM CAN BE USED AS AN AID TO CUSTOMER AND ITS AUTHORIZED USERS TO MAKE INFORMED BUSINESS DECISIONS, SUCH DATA AND MATERIALS ARE NOT MEANT TO SUBSTITUTE LEGAL OR BUSINESS ADVICE OR CUSTOMER’S OR ANY AUTHORIZED USER’S EXERCISE OF THEIR OWN BUSINESS JUDGMENT.  ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT SUCH PARTY’S SOLE DISCRETION AND ELECTION.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 AND SECTION 7.2,  THE PLATFORM, ANY BETA FEATURES, THEIR COMPONENTS, ANY DOCUMENTATION, ANY THIRD-PARTY ITEMS, AND ANY OTHER MATERIALS AND INFORMATION PROVIDED BY USABLE MACHINES HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER USABLE MACHINES NOR OUR SUPPLIERS OR SERVICE PROVIDERS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND USABLE MACHINES HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

8. LIMITATION OF LIABILITY.

8.1. Liability Exclusion.  SUBJECT TO SECTION 8.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY'S RIGHTS) FOR CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF USE, OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT, OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.  

8.2. Limitation of Damages.  SUBJECT TO SECTION 8.3, EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO USABLE MACHINES BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES. 

8.3. Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 8.1 AND SECTION 8.2 SHALL NOT APPLY TO: (i) A PARTY’S INDEMNIFICATION OBLIGATIONS; (ii) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (iii) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (iv) CUSTOMER’S FAILURE TO PAY ANY UNDISPUTED SUMS DUE HEREUNDER OR BREACH OF SECTION 3.5 (RESTRICTIONS ON USE).

9. INDEMNIFICATION.

9.1. Indemnification by Customer. You will indemnify, defend, and hold
Usable Machines, our Affiliates, our suppliers and service providers, and our and their respective Representatives harmless from and against any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by any of such parties in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from your or any of your Authorized Users’ (i) breach or violation of this Agreement, including any of your representations and warranties hereunder; (ii) alleging that the use of the Customer Data in accordance with this Agreement infringes, violates, or misappropriates any third-party intellectual property or privacy rights; or (iii) gross negligence or willful misconduct.

9.2. Indemnification by Usable Machines.  Usable Machines will indemnify, defend, and hold Customer and its Representatives harmless from and against any and Losses incurred by any such parties in connection with any Claim (i) arising from Usable Machines’s gross negligence or willful misconduct, or (ii) alleging that the Platform or your use thereof in accordance with this Agreement infringes or misappropriates any third-party intellectual property rights (an “Infringement Claim”). In the event that we reasonably determine that any Platform is likely to be the subject of a third-party Claim, we will have the right (but not the obligation), at our own expense, to: (a) procure for you the right to continue to use the Platform as provided in this Agreement; (b) replace the infringing components of Platform with other components with equivalent functionality; or (c) suitably modify the Platform so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate this Agreement and provide you a pro-rate refund of unused portion of any Fees that you have prepaid. Notwithstanding the foregoing, we are not obligated to indemnify, defend, or hold Customer or its Representatives harmless with respect to any Infringement Claim to the extent the Infringement Claim arises from or is based upon (w) your or your Authorized Users’ use of the Platform not in accordance with the Documentation or this Agreement; (x) any unauthorized modifications, alterations, or implementations of the Platform made by or on behalf of Customer (other than by Usable Machines); (y) use of the Platform in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or expressly permitted in writing by us; or (z) use of the Platform in a manner or for a purpose for which it was not designed. This Section 10.2 states Customer’s sole and exclusive remedy, and our sole and exclusive liability, regarding any Infringement Claim.

9.3. Procedure. The indemnification obligations set forth in Section 9.1 and Section 9.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim (provided that failure to provide prompt written notice to of such Claim will not alleviate the indemnifying Party of its obligations under this Section 9 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party’s approval.

10. FEES AND PAYMENT.  

10.1. Fees and Taxes. All Fees are due and payable as set forth below.  Fees are in addition to and do not include any federal, provincial, or local sales, PST, GST, HST, VAT, foreign withholding, use, property, excise, service, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which will be for your account.  Any applicable direct pay permits or valid tax-exempt certificates must be provided to us prior to the execution of this Agreement.  If we are required to collect and remit Taxes on your behalf, we will invoice you for such Taxes, and you will pay us for such Taxes in accordance with Section 11.2.  You hereby agree to defend, indemnify, and hold harmless us, our suppliers, our hosting providers, and our and their respective officers, directors, managers, employees, contractors and agents from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any Taxes and related costs, interest, and penalties paid or payable by us on your behalf.  For the avoidance of doubt, we will only be responsible for any taxes related to our income, property, franchise, or employees.

10.2. Payments.  We will invoice you for the Fees and any applicable Taxes. All amounts are due and payable to us within thirty (30) days from your receipt of the invoice without setoff or deduction. All amounts due under this Agreement shall be paid  by credit card, ACH or wire transfer, or other payment method agreed to by us in writing. If you choose to pay by credit card, you hereby authorize us to charge your credit card on file for the Fees, Expenses and applicable Taxes in accordance with this Section. You further authorize us  to use a third party to process such payments, and hereby consent to the disclosure of your billing  information to such third party. You shall promptly provide us with updated credit card information in  the event that your credit card on file is no longer valid. If the credit card information on file with us is not valid at any time during the Term, or if your credit card cannot be processed on any payment date, (i) you hereby authorize us to continue to attempt to charge the amounts due until such  amounts are paid in full; and (ii) we reserve the right to immediately terminate this Agreement, or  suspend Authorized User(s) access to the Platform, in whole or in part, at our sole discretion. 

10.3. Expenses. You will reimburse us for any reasonable, documented, out-of-pocket expenses (“Expenses”) actually incurred by us in connection with the performance of the Services that you have approved in advance, that are set forth in the applicable Statement of Work.  

10.4. Late Payments.  In the event that any invoiced amount is not received by us by the due date as set forth in Section 10.2, then without limiting our rights and remedies, we may:  (i) charge interest on the outstanding balance (at a rate not to exceed the lesser of one percent (1%) per month or the maximum rate permitted by law); (ii) condition future provision of Platform on payment terms shorter than those specified in Section 10.2; (iii) suspend the access to the Platform pursuant to Section 10.3; and/or (iv) terminate this Agreement in accordance with and pursuant to Section 10.2.

10.5. Non-Refundable.  Unless otherwise expressly provided for in this Agreement, all Fees paid under this Agreement are non-refundable.

10.6. No Contingency for Future Commitments.  You agree that payment of the Fees under this Agreement is not contingent on the delivery of any future functionalities, or features, or any other future commitments for the Platform.

11. TERM AND TERMINATION.

11.1. Term.  The initial term of this Agreement commences on the Effective Date and continues in full force and effect for a period of ______ years, unless earlier terminated pursuant to Section 11.2 (the “Initial Term”). Upon expiration of the Initial Term, this Agreement will automatically renew for a successive one (1) year renewal terms (each, a “Renewal Term” and collectively, with the Initial Term, the “Term”), unless either Party notifies the other Party of its intent to not renew at least thirty (30) days prior to the expiration of the then-current Term. The term of each Statement of Work will be for the term set forth therein. The term of each Order Form will be for the applicable Order Term.

11.2. Termination. 

11.2.1. Either Party may terminate this Agreement, any Order Forms and/or any Statements of Work: (i) upon thirty (30) days’ notice to the other Party if the other Party breaches a material term of this Agreement, any Order Form and/or any Statement of Work, and the breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.  

11.2.2. We may terminate this Agremeent upon written notice to you under the limited circumstances set forth in Section 9.2.  

11.3. Suspension for Non-Payment.  We may suspend your access to the Platform upon written notice to you if any undisputed invoiced amount due to us is past due.  We will not suspend your access to the Platform while you are disputing any invoiced amount due to us reasonably and in good faith and are cooperating diligently to resolve the dispute.  If your access to the Platform is suspended for non-payment, we may charge a re-activation fee to reinstate the access.  You will promptly reimburse us for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees we incur, to the extent necessitated by your refusal to pay any invoiced amounts that you are not disputing in good faith. 

11.4. Effect of Termination. Upon termination of this Agreement: (i) we will stop providing the Platform, and you will stop all access to and use of the Platform; (ii) you will promptly pay all unpaid Fees and applicable Taxes due through the end of the Term; and (iii) each Party will either return to the Disclosing Party (or, at such Disclosing Party’s instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party’s Confidential Information that are in the Receiving Party’s possession or control.

11.5. Survival. The following provisions will survive termination of this Agreement: Section 1 (“Definitions”), Section 4 (“Customer Data”), Section 5 (“Intellectual Property”), Section 6 (“Confidentiality; Feedback”), Section 7.4 (“Our Disclaimer”), Section 8 (“Limitation of Liability”), Section 9 (“Indemnification”), Section 10 (“Fees and Payment”); Section 11.4 (“Effect of Termination”), this Section 11.5 (“Survival”), and Section 12 (“General Provisions”).

12. GENERAL PROVISIONS.

12.1. Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that Usable Machines may, upon written notice to you, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise). Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

12.2. Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.

12.3. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to conflict of law principles.  Each Party hereby irrevocably and unconditionally agrees that any legal action or suit related to this Agreement may be brought in any state or federal court of competent jurisdiction sitting in the State of California.  

12.4. Notices. All notices that we are required to give you under this Agreement may be given via your dashboard on the Platform, and will be effective as of the date we post such notice. All notices that you are required to give us under this Agreement must be in writing and will be delivered either personally or by e-mail, national overnight courier. Notices from you will be effective upon actual delivery to and receipt by us.

12.5. Independent Contractors. The Parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other Party for any purpose, and neither Party will have any right, power, or authority to obligate the other Party.

12.6. Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

12.7. Force Majeure. Neither Party will be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, COVID-19, quanrantine restrictions, freight embargoes, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers (collectively, “Force Majeure Event”). When such Force Majeure Event arises, either Party shall notify the other immediately in writing of its failure to perform, describing the cause of failure and how it affects performance, and the anticipated duration of the inability to perform. For the avoidance of doubt, nothing in this Section 12.7 shall be construed to excuse any payment obligations hereunder.

12.8. Third-Party Beneficiaries. The Parties agree that there are no third-party beneficiaries under this Agreement.

12.9. Complete Understanding. This Agreement together with all attached Schedules, constitutes the final and complete agreement between you and us regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements.