SaaS Master Service Agreement

1. Services.

1.1. Definition of Services. "Services" means software-as-a-service or other services the Provider offers to the Subscriber as described on the Order Form.

1.2. Users. Subscriber and its Authorized Users may use the Services as the Order Form permits. "Authorized User" means anyone Subscriber authorizes to access and use the Services under Subscriber's account. Subscriber is responsible for the actions of Authorized Users. Services are for Subscriber's own use and not for the benefit of any third parties.

1.3. Limitation on Access to the Services. Subscriber's access to Services is limited to certain features, volume, and time designated in the Order Form. If Subscriber's usage of the Services exceeds purchased amounts, Subscriber will pay for such excess usage in accordance with the Order Form or, if not identified, at then-current list prices.

1.4. Free and Beta Services. Provider may choose to make certain Services available to Subscriber for free, including as a trial or promotion ("Free Services"), or invite Subscriber to try new features or functionality not generally available to users ("Beta Services"). Free Services and Beta Services are for evaluation purposes only. Provider may discontinue Free Services and Beta Services at any time and may never make Beta Services generally available. FREE SERVICES AND BETA SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY SERVICE LEVEL OR SUPPORT COMMITMENT.

1.5. Third-Party Services. Optional third-party services available through the Services ("Third-Party Services") may be governed by separate terms and conditions. Warranties for Third-Party Services are only available if the third-party provider makes such warranties to Subscriber. Otherwise, Provider is not responsible for such Third-Party Services. By using Third-Party Services, Subscriber authorizes Provider to share its account data and Subscriber Content with the third-party provider to enable Subscriber to access and receive the Third-Party Services.

1.6. Changes to the Services. Provider may enhance, upgrade, or modify certain features of the Services at any time. However, Provider will not materially reduce or discontinue the core functionality of the Services (as described on the Order Form) except as permitted by this Agreement.

2. Rights Related to Content.

2.1. Subscriber Content. "Subscriber Content" means Subscriber's documents, communications, personal information, and other content Subscriber, including Authorized Users, uploads into or uses with the Services. Between Subscriber and Provider, Subscriber owns all rights to Subscriber Content. Subscriber is responsible for ensuring that Subscriber Content complies with the law.

2.2. Provider Content. "Provider Content" means documents, communications, data, including aggregated and anonymized data about the use and performance of the Services, and other content provided by Provider as part of the Services or as part of Provider's business operations. Between Subscriber and Provider, Provider owns all rights to Provider Content. Provider Content is considered Free Services unless it is expressly included as part of the Services in the Order Form (such as Provider's proprietary document templates). Provider Content does not become Subscriber Content even if Subscriber subscribes to it or downloads it. All rights not expressly granted in this Agreement are reserved by Provider. No rights are granted by implication, waiver, or estoppel.

2.3. Third-Party Content. "Third-Party Content" means content owned by someone other than Subscriber or Provider. Third parties or Provider may post or refer to Third-Party Content on the Services. For example, as part of Free Services, the Services may include a reference, including preview or snippet, to a publicly available document found on a third-party website. Further, as part of Free Services, Provider may index and categorize publicly available documents to make it easier for Subscriber to search for them. Such referenced or indexed content remains Third-Party Content. THIRD-PARTY CONTENT IS PROVIDED "AS IS" AND WITHOUT ANY SERVICE LEVEL OR SUPPORT COMMITMENT.

2.4. Feedback. If Subscriber provides an idea, suggestion, information, or feedback relating to the Services ("Feedback"), including new features or functionality, by this Agreement Subscriber assigns to Provider all rights, including all copyright, patent, and other intellectual property rights in all of Feedback to Provider. This includes Feedback submitted to Provider via support tickets, email, chat, survey, product review, or community forum. Where assignment is prohibited by law, Subscriber grants Provider and its affiliates an exclusive (even as to Subscriber), transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use all Feedback. Feedback will not include any Subscriber Confidential Information.

3. License.

3.1. License by Provider. Subject to Subscriber's compliance with this Agreement, Provider grants to Subscriber a worldwide, limited, non-exclusive, non-transferable (except as permitted by this Agreement) license to use the Services solely internally and only for Subscriber's personal or internal business use. If Subscriber is licensing the API as part of the Services (as indicated in the Order Form), the license also includes the right to incorporate the API into Subscriber's products and services as permitted by the Order Form. Provider reserves all rights not expressly granted to Subscriber in this Agreement.

3.2. License By Subscriber. Subscriber grants to Provider a worldwide, limited, non-exclusive, non-transferable (except as permitted by this Agreement) license to use, display, perform, reproduce, manipulate, create derivative works of, and store Subscriber Content in the course of and for the purpose of performing this Agreement. Any rights related to Subscriber Content not expressly granted to Provider in this paragraph are reserved to Subscriber.

3.3. Acceptable Use. Subscriber will not do any of the following (directly or indirectly):

(i) distribute, copy, modify, resell, lease, or make the Services available to anyone except as expressly allowed by the Agreement or the Order Form with respect to making the functionality of the Services available to third parties through Provider's APIs;

(ii) reverse engineer, disassemble, or decompile the Services or any software that is used to provide the Services;

(iii) tamper with any notices or technological restrictions in the Services;

(iv) allow Authorized Users to share login credentials with anyone or use any automated system, including robots, spiders, or offline readers, to access or operate the Services;

(v) use the Services to host, transmit, or otherwise aid illegal, abusive (including unsolicited), fraudulent, deceptive, threatening, explicit, obscene, hateful, or harmful content or behavior or malicious code;

(vi) use the Services for the benefit of a competitive offering;

(vii) materially overload, disrupt, overburden, or impair the Services;

(viii) misrepresent information about Subscriber;

(ix) violate any law or anyone's rights (including intellectual property rights); or

(x) attempt any of the above.

3.4. Protective Actions. If Provider reasonably determines that Subscriber violated any of the use restrictions above, Provider may suspend or terminate Subscriber's access to the Services or utilize other mechanisms available to Provider to prevent violations, including removing violating content and deactivating URLs or links provided by the Services. Provider will exercise commercially reasonable efforts to give Subscriber reasonably prior notice or, if not practicable, give Subscriber notice without unreasonable delay after taking protective action.

4. Confidentiality.

4.1. Definition of Confidential Information. All information disclosed by the disclosing party to the receiving party is "Confidential Information" except for the information which: (a) becomes publicly available through no fault of the receiving party; (b) is known by the receiving party at the time of receiving such information without confidentiality obligations; (c) is obtained by the receiving party on a non-confidential basis from a third party that was not restricted from disclosing such information; or (d) is independently developed by the receiving party without use of Confidential Information.

4.2. General Confidentiality Obligations. The receiving party will safeguard the Confidential Information from unauthorized disclosure using a commercially reasonable degree of care. The receiving party will not use the Confidential Information other than in connection with the purpose of this Agreement. The receiving party will promptly notify the disclosing party of any unauthorized use or disclosure of Confidential Information and take commercially reasonable steps to prevent further use or disclosure.

4.3. Representatives. The receiving party will disclose Confidential Information only to its representatives who (a) need to know such information in connection with the purpose of this Agreement and (b) are legally obligated to maintain the confidentiality of the Confidential Information on terms no less restrictive than the terms of this Agreement. Each Party will be responsible for any breach by its representatives.

4.4. Required Disclosure. If the receiving party believes in good faith that it is required to disclose Confidential Information by law, government request, or court order, the receiving party will, unless prohibited, first make commercially reasonable efforts to provide the disclosing party with (a) prompt written notice of such requirement; and (b) if requested, reasonable assistance at the disclosing party's cost in opposing or limiting such disclosure. If the receiving party is still required to disclose any Confidential Information after providing such notice and assistance, the receiving party will disclose no more than required.

4.5. Return of Confidential Information. On request of the disclosing party, the receiving party will return or destroy all copies of Confidential Information. However, the receiving party will not be obligated to delete any copies that are (a) needed to comply with a legal obligation or (b) stored in its automated data backup systems.

5. Representations and Warranties.

5.1. Mutual Warranties. Each Party represents and warrants to the other Party that: (a) the person executing this Agreement on its behalf has full power and authority to bind their respective entities; (b) it will comply with all applicable laws and regulations in the performance of this Agreement; and (c) its performance or entry of this Agreement will not violate the terms and conditions of any other agreement to which it is a party or by which it is bound.

5.2. Provider Warranties. Provider warrants to you that the Services (excluding Free Services, Beta Services, Third-Party Content, and Third-Party Services) will: (i) operate substantially in conformance with the Order Form, (ii) not, to Provider's knowledge, infringe any United States patent, registered trademark, copyright, or trade secret; and (iii) be provided via an infrastructure that employs security practices that Provider has determined in good faith to be commercially reasonable. If Subscriber notifies Provider of a breach of the foregoing warranty, Provider's entire liability and Subscriber's sole and exclusive remedy will be, at Provider's election, to either: (A) reperform, modify, or replace the Services so that it so conforms to such warranty; or (B) provide a refund of the prepaid, unearned fees paid for the affected Services, and solely as to the refunded Services, this Agreement, and Subscriber's right to access such Services will immediately terminate. Provider will have no obligation under this Agreement to correct, and Provider makes no warranty with respect to, errors caused by: (1) use of the Services in a manner inconsistent with the documentation or this Agreement; or (2) third-party hardware or software misuse, modification, or malfunction.

5.3. AS-IS; NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND PROVIDER EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, OR QUIET ENJOYMENT, AND THOSE ARISING FROM COURSE OF DEALING AND USAGE OF TRADE.

6. Fees and Payments.

6.1. Fees for the Services. Subscriber will pay Provider the fees for the Services in accordance with Order Form. All fees are non-refundable, even if Subscriber does not use all or any of the Services. Any prepaid, unused Services will expire at the end of Subscriber's subscription period unless the Order Form expressly permits carryover. All fees are due at the time Provider issues the invoice. Past due amounts will bear interest at the rate of 1.5% per month or the highest interest rate allowed by law, whichever is less. In the event amounts are past due, Subscriber will pay Provider for all expenses of recovery (including reasonable attorneys' fees).

6.2. Excess Usage Fees. If Subscriber exceeds any usage limits set in its Order Form, Provider will bill Subscriber for the excess usage described in the Order Form. To the extent Subscriber's Order Form does not specify excess usage terms, the following rules will apply:

(i) Subscriber's per unit price will be the standard list price available on the Services;

(ii) Subscriber's limit will be one hundred (100) units (for example, documents or transactions) per licensed user per month of Services;

(iii) Provider will bill Subscriber for excess usage monthly or in other reasonable increments; and

(iv) Subscriber is responsible for tracking its usage, and Provider is not obligated to notify Subscriber before incurring excess usage fees.

6.3. Taxes. Subscriber agrees to pay all taxes and similar assessments, including sales tax, use tax, value-added tax (VAT), and goods and services tax (GST), imposed by any government on Services. If Provider does not collect taxes at the time of original purchase, Provider reserves the right to collect such taxes later using the same payment method with written notice explaining such charges. The Provider also reserves the right to collect any penalties or interest imposed on the Subscriber's transactions if they result from the Subscriber's actions or lack of action (for example, if the Subscriber provides the Provider with an incorrect address or tax status at the time of purchase).

6.4. Fee Changes. Provider may change its fees for the Services any time, including introducing fees for formerly Free Services. Provider will notify Subscriber of such changes in writing at least thirty (30) days before the expiration of the then-current subscription period. Any changes in fees to Services will be effective as of the Subscriber's next subscription period and will not impact Subscriber's current subscription period.

6.5. Disputed Invoices. If Subscriber has a good faith dispute regarding an invoice, in whole or in part, Subscriber must contact Provider with details of the dispute within thirty (30) days of the date of receipt of the invoice. Subscriber must provide any supporting documentation required by Provider, and Subscriber's relevant contact information. The Parties must work together diligently to resolve the dispute amicably. While the resolution effort is underway, all undisputed amounts must be paid on time. No interest or penalties will apply to the invoice portion in a good-faith dispute. Upon resolution, Subscriber agrees to pay all amounts determined by Provider to be properly due and owing. If needed, Provider may issue a supplemental invoice for any amounts still owed to Provider.

7. Term and Termination.

7.1. Term. The term of this Agreement begins on the start date (“Effective Date”) and extends for the period specified in the Order Form. If not specified in the Order Form, the term will be twelve (12) months from the Effective Date. This Agreement will automatically renew for successive subscription periods equal to the prior subscription period until either Party notifies the other of non-renewal at least thirty (30) days before the end of the then-current subscription period.

7.2. Provider's Right to Terminate Services. Provider may terminate the Services under this Agreement at any time if any of the following occurs: (a) Subscriber violates the acceptable use rules of Section 3.3; (b) Subscriber is past due on payment of undisputed fees and has not cured the failure within thirty (30) business days, or (c) Subscriber enters receivership, makes a general assignment for the benefit of its creditors, or any bankruptcy or insolvency proceedings are commenced that are not dismissed within 30 days, or Subscriber liquidates, dissolves, or ceases to carry on its business or operations in the ordinary course.

7.3. Termination for Material Breach. Each Party may terminate this Agreement if the other Party materially breaches this Agreement and does not cure the breach to the reasonable satisfaction of the notifying Party within thirty (30) days following the written breach notice.

8. Data Security, Insurance, and Data Privacy.

8.1. Security Measures. Provider will exercise commercially reasonable efforts to implement and maintain administrative, physical, and technical measures designed to protect Subscriber's Data described in Schedule B of the DPA (as defined below) (the "Security Measures"). Provider may update the Security Measures from time to time, however, it will not materially diminish the protections provided in this Section. Provider will provide to Subscriber, upon request, Provider's most recent Service Organization Control 2 (SOC 2) audit report. Subscriber acknowledges that, notwithstanding the Security Measures, a data security breach may occur. Therefore, the Provider will have no liability for any security breach or incident not caused by a failure to implement or maintain the Security Measures.

8.2. Insurance. Provider will maintain, at its own cost and expense, the following types and limits of insurance: (a) workers' compensation insurance with statutory limits and employer's liability insurance with limits of $500,000 per accident; (b) commercial general liability insurance providing insurance for bodily injury, property damage, and personal and advertising injury, with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (c) cyber liability and technology errors and omissions insurance, with limits of $5,000,000 per claim and in the aggregate.

8.3. Processing of Personal Information. Provider agrees to make commercially reasonable efforts to: (i) comply with data privacy laws applicable to Provider in its capacity as a service provider; and (ii) provide Subscriber with commercially reasonable assistance, upon Subscriber's request and at Subscriber's expense, to help Subscriber comply with its privacy obligations with respect to lawful data subject/consumer right's requests for Subscriber Content then-stored by Provider. To the extent the Provider has access to any personal data gathered from Subscriber or Authorized Users in connection with the Services, such information will be governed by the provisions of the Provider's Privacy Policy at https://www.airslate.com/privacy-notice which Provider may update from time to time. The Parties agree that the terms of the Data Processing Addendum ("DPA") at https://www.airslate.com/dpa are incorporated into this Agreement to the extent necessary to comply with domestic and/or foreign data protection laws that may apply to each Party.

9. Indemnification Obligations.

9.1. Indemnification by Provider. Provider will defend Subscriber, its affiliates, and their respective officers, directors, and shareholders from any legal claim, legal demand, lawsuit, or legal proceeding (each, a "Claim") brought by a third party and indemnify and hold them harmless from the resulting losses, liabilities, damages, penalties, fines, costs, and expense (including reasonable attorneys' fees) ("Liabilities"), to the extent such Claim alleges that the Services infringe any U.S. patent, registered trademark, or copyright. If a Claim is made, then Provider may, in its sole discretion: (a) procure for Subscriber the right to continue using the Services and/or Provider Content; (b) replace or modify the Services and/or Provider Content so that they are not infringing; or (c) terminate this Agreement with respect to the infringing portion of the Services and refund any prepaid, unused fees for such portion of the Services from the date of termination through the end of the subscription period. THIS SECTION DESCRIBES PROVIDER'S SOLE LIABILITY TO AND SUBSCRIBER'S EXCLUSIVE REMEDY FOR CLAIMS OF ANY KIND IN CONNECTION WITH THE SERVICES AND/OR PROVIDER CONTENT.

9.2. Exclusions. Provider will have no obligation to indemnify Subscriber in connection with a Claim to the extent such Claim is based on or results from any of the following: (i) modifications to the Services or Provider Content made by anyone other than Provider or its authorized agents and/or made by anyone, including Provider, its agents and contractors, to comply with Subscriber's specific requirements or instructions; (ii) the use, combination, or operation of the Services and/or Provider Content with equipment, devices, software, systems, or data, other than as expressly authorized by this Agreement or the Services documentation; (iii) use of the Services and/or Provider Content in violation of the terms of this Agreement; (iv) Subscriber's continued use of the Services or Provider Content after notice of allegedly infringing material or being informed of modifications that would have avoided the alleged infringement in whole or in part; or (v) Subscriber Content, Third-Party Services, or Free Services.

9.3. Indemnification by Subscriber. Subscriber will defend Provider, its affiliates, and their respective officers, directors, and shareholders from any Claim brought by a third party and indemnify and hold them harmless from the resulting Liabilities, to the extent such Claim alleges that: (i) Subscriber Content infringes any U.S. patent, registered trademark, or copyright; or (ii) Subscriber's breach of acceptable use rules in Section 3.3, above.

9.4. Indemnification Procedure. The indemnified party will promptly provide notice of any Claim for which indemnification is or may be sought. Failure to provide timely notice will excuse the defense obligations only to the extent that the indemnifying Party is materially prejudiced by the delay. The indemnifying party will have the sole right to control the defense and settlement of the Claim. The indemnified party may employ counsel at its own expense in connection with the Claim to monitor the defense effort. The indemnified party will reasonably cooperate with the indemnifying party in the defense and settlement efforts. The indemnifying party may settle any Claim without the indemnified Party's consent if the settlement does not admit liability on the part of the indemnified Party and imposes no separate payment obligations on the indemnified party.

10. LIMITATION OF LIABILITY.

10.1. WAIVER OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OR SUBSCRIBER'S VIOLATION OF ACCEPTABLE USE RULES IN SECTION 3.3, IN NO EVENT WILL EITHER PARTY, ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, OR AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUES, OR GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DATA, OR CONTENT, LOSS OF CUSTOMERS, OR REPLACEMENT SERVICES OR FROM SUBSCRIBER'S USE OR INABILITY TO USE THE SERVICES, OR ANY OTHER PECUNIARY LOSS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), WHETHER OR NOT SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE REMEDIES PROVIDED FOR HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

10.2. LIABILITY CAP. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, SUBSCRIBER'S VIOLATION OF ACCEPTABLE USE RULES IN SECTION 3.3, AND SUBSCRIBER'S EXPRESS PAYMENT OBLIGATIONS, THE MAXIMUM AGGREGATE LIABILITY OF A PARTY AND THE MAXIMUM AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY THE OTHER PARTY WITH RESPECT TO CLAIMS ARISING UNDER THIS AGREEMENT WILL NOT EXCEED FEES PAID FOR SERVICES UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM FIRST AROSE. WITH RESPECT TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND THE MAXIMUM AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY THE OTHER PARTY WITH RESPECT TO CLAIMS ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THREE TIMES (3X) FEES PAID FOR SERVICES UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM FIRST AROSE.

10.3. LEGAL LIMITATIONS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL TYPES OF DAMAGES BE WAIVED OR LIABILITY LIMITED WITH RESPECT TO ANY MATTER FOR WHICH APPLICABLE LAW DOES NOT ALLOW A LIMITATION OF LIABILITY OR WAIVER OF DAMAGES.

11. Compliance with Certain Laws.

11.1. Export Control Laws. Subscriber acknowledges that the Services are subject to U.S. export control laws and regulations and the Subscriber must comply with them. Under U.S. export control laws and regulations, unless authorized by the U.S. government, the Services may not be downloaded or otherwise exported, re-exported, or transferred to sanctioned countries or parties listed on a U.S. government-restricted party list or for prohibited uses. Subscriber represents and warrants that neither Subscriber nor Subscriber's personnel nor Subscriber's Authorized Users: (a) are located in, or a resident or a national of, a sanctioned country; (b) are on any U.S. government list of restricted parties; and (c) will, unless otherwise authorized under U.S. export control regulations, use the software for any prohibited end use, including design, analysis, simulation, estimation, testing or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicle applications. Subscriber understands that the requirements and restrictions of U.S. law as applicable to Subscriber may change over time, and to determine the precise controls applicable to the Services, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Asset Control sanction regulations.

11.2. Anti-Corruption Laws and Conflicts of Interest. Each Party will comply with all applicable anti-corruption laws and regulations, including the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010. Each Party must promptly report any known or reasonably suspected conflicts of interest that may arise between the Parties.

12. Miscellaneous.

12.1. Survival. Sections 2, 4, 5.2, 7, 9, 10, and 12 will survive termination or expiration of this Agreement.

12.2. Choice of Law; Venue. The law that governs all matters arising out of this Agreement and the venue where legal disputes will be resolved is identified on the Contracting Entity Table at https://www.airslate.com/contracting-entity-chart. The body of law controlling conflicts of law does not apply. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

12.3. Electronic Communications. The Parties consent to receive electronic communications from each other, including notices, agreements, disclosures, or other communications (collectively, "Communications") as may be described in this Agreement and agree that electronic submission of Communications will satisfy any legal communication requirements, including that such communications be in writing, provided that any communication is sent to the email addresses provided below. Electronic communications may include, without limitation, notices from Provider about the Services, invoices or payments, reports of security violations or violations of this Agreement, suspension of Subscriber's use of the Services, termination of the Agreement, changes to Services, and availability of new products and services. Provider may also provide electronic communications to Subscriber through its third-party service provider. Subscriber expressly consents to receiving such communications from such third parties. Notices to Provider will be provided to legal@airslate.com, and notices to Subscriber will be provided to the email address on the Order Form. The Parties agree to use electronic signatures.

12.4. Force Majeure. Provider will not be liable for any delay, interruption, or failure to perform any obligation under this Agreement where the delay or failure results from a reason, event, cause, or circumstance beyond its reasonable control, but for only so long as such condition persists. Force Majeure includes but is not limited to, natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, embargos, orders of government, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; epidemics, pandemics, public health emergencies, strikes, and labor disputes; governmental decrees; and any other reason, event, cause or circumstance beyond the reasonable control of Provider, whether or not similar to the foregoing.

12.5. Unenforceable Provisions. If any part of the Agreement is found unenforceable by a court of competent jurisdiction, the rest of the Agreement will nonetheless continue in effect, and both Parties agree that the unenforceable provisions will be modified to best accomplish the objectives of the Agreement within the limits of applicable law.

12.6. Assignment. Neither Party may assign any of its rights or obligations hereunder, except to an affiliate or in connection with a merger or acquisition of a Party or the sale of all or substantially all of such Party's assets. Provider may also assign the right to receive payment to a third party. The Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of the parties thereto. Any attempted assignment in violation of this Section is void.

12.7. Subscriber’s Mark. Provider may use Subscriber’s name and logo for the limited purpose of identifying Subscriber as a customer, including by listing Subscriber’s name and logo on Provider’s website. Neither party will otherwise refer to the identity of the other party in its public marketing communications unless the other party gives prior written consent.

12.8. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties with respect to Subscriber's access to and use of the Services and Provider Content. It supersedes and replaces all prior or contemporaneous understandings, writings, or agreements, whether written or oral, regarding the subject matter hereof and prevails over any conflicting terms contained in any documents, including communications or discussions. The Parties may amend this Agreement only by a written agreement signed by each Party that identifies itself as an amendment to this Agreement.