Software as a service agreement

THIS SOFTWARE AS A SERVICE AGREEMENT (“AGREEMENT”) GOVERNS CUSTOMER’S ACQUISITION  AND USE OF WAREHOUSEQUOTE TECHNOLOGIES, LLC, DBA WAREHQ LABS’ (“PROVIDER”) SERVICES. 

CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. 

IF CUSTOMER REGISTERS FOR A FREE TRIAL OF SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDERFORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. 

The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. WareHQ Labs’ direct competitors are prohibited from accessing the Services, except with Provider’s prior written consent. This Agreement was last updated on April 1, 2024. It is effective between Customer and WarehouseQuote Technologies,  LLC, dba WareHQ Labs, and its assigns, a Missouri limited liability company, with its offices located at 3315 N Oak  Trafficway, Kansas City, Mo 64116, ("Provider"), Labs as of the date of Customer’s accepting this Agreement (the  “Effective Date”). 

‍WHEREAS, Provider provides access to the below referenced Services to its customers; and 
‍WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the  Services, subject to the terms and conditions of this Agreement. 

‍NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other  good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as  follows: 

‍1. DEFINITIONS. 

"Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. 

‍"Authorized User" means the Customer as identified above, through Customer's employees and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder, or (iii) if beyond the scope of 1(b)(1), of whom Provider authorizes in writing. 

‍"Customer Data" means (other than Aggregated Statistics,) all information, data, items as authorized by this Agreement, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer, a Customer affiliate or related third-party, or an Authorized User through the Services.  

‍"Documentation" means, to the extent available or in existence, Provider's user manuals, handbooks, terms of service, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services, as provided or made available from time to time. WareHQ Labs dba briefli | Software as a Service Agreement | |04.22.2024 

‍"Provider IP" means the Services, the Documentation, source code, copyrights, trademarks, Provider good will, Provider’s “Confidential Information” (as further defined in Section 6, trade secrets (as then defined by applicable law,) business know-how, client and vendor list, software, websites, programming, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services but does not include Customer Data. Provider’s trade name for its proprietary software is known as “briefli” or other variations as Provider may determine from time to time.  

‍"Services" as defined and set forth in this Agreement, and further means the software-as-a-service offering more specifically described in Paragraph 4, the SLA’s.  

‍"Third-Party Products or Third-Party Provider" means any third-party products, including, but not limited to, AWS and Stripe, which are provided with or incorporated into the Services, or which supplement, manage, or host the same. 

‍2. ACCESS AND USE.  

2.1. Provision of Access. Subject to and expressly conditioned on Customer's timely payment of Fees and compliance with all other/the terms and conditions of this Agreement, Provider hereby grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use, and instances, including, but not limited to, the sharing of passwords and account access to unauthorized Parties shall be a material breach of this Agreement. Provider shall provide to Customer the necessary permissions, passwords, and/or network links or connections to allow Customer to access the Services.  Only Authorized Users, as defined above, may have access to and use the services provided for herein.  

‍2.2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12), revocable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. 

‍2.3. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized  Users to: (i) copy, modify, reverse engineer or create derivative works of the Services, IP, or Documentation, in  whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise  make available the Services, IP, or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt,  or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv)  remove any proprietary notices from the Services or Documentation; or (v) use the Services, IP or  Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any  intellectual property right or other right of any person, of Provider, or that violates any applicable law. Failure to comply with the above, shall be a material breach of the Agreement.  

‍2.4. Reservation of Rights. Provider, to the broadest extent allowable under law, reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this  Agreement, nothing in this Agreement expressly grants, or by implication, waiver, estoppel, or otherwise, to  Customer, or Customer’s employees, agents, affiliates, assigns (or any third party of any kind) any intellectual  property rights or other right, title, license, or interest in or to the Provider IP, the Confidential Information, the  Services, or access to the same. 

‍2.5. Suspension. Notwithstanding anything in this Agreement to the contrary, Provider, in its sole discretion, may  immediately suspend Customer's and any Authorized User's access to any portion or all of the Services if  Provider reasonably determines that: (A) there is a threat, disruption, potential breach or infringement upon, or  attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses  a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized  User, is using the Provider IP for fraudulent, unauthorized, or illegal activities; (D) subject to applicable law,  Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of WareHQ Labs dba briefli | Software as a Service Agreement | |04.22.2024 creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation,  dissolution, or similar proceeding, whether on an voluntary or involuntary basis; (E) Provider's provision of the  Services to Customer or any Authorized User is prohibited by applicable law; (F) any vendor of Provider has  suspended or terminated Provider's access to or use of any third-party services or products required to enable  Customer to access the Services; or (G) any actual or anticipated breach in accordance with Section 5, known as  a (“Service Suspension”) or (H) for issues arising out of a Force Majeure issue as defined in this Agreement.  Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to  Customer and to provide updates regarding resumption of access to the Services following any Service  Suspension, but should the matter require urgency, such Notice is not required. Provider shall use commercially  reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event  giving rise to the Service Suspension is cured. Customer affirms that Provider will have no liability for any  damage, liabilities, or losses (including any loss of data or profits, or any business expectancy type damages) of  any kind or nature, or any other consequences that Customer or any Authorized User may incur as a result of a  Service Suspension, and Customer waives and releases bringing such claims incidental to the above.  

‍2.6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider, in its sole  discretion, may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As  between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property  rights therein or incidental thereto, belong to and are retained solely by Provider. Customer acknowledges that  Provider may compile Aggregated Statistics based on Customer Data input into the Services.  

‍2.7. Free Trial. If Customer registers on Provider’s or an Affiliate’s website for a free trial, Provider will make the  applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the  free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any  Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by Provider in its  sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL MAY BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.  NOTWITHSTANDING THE “LIMITATIONS OF PROVIDER’S LIABILITY” SECTION AND “INDEMNIFICATION” SECTION, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND PROVIDER SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW.  WITHOUT LIMITING THE FOREGOING, PROVIDER’S AND ITS AFFILIATES AND ITS LICENSORS  DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE  SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B)  CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE  UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED  DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO PROVIDER AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.  CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE. 

‍3. CUSTOMER RESPONSIBILITIES AND ACKNOWLEDGMENTS.WareHQ Labs dba briefli | Software as a Service Agreement | |04.22.2024 

‍3.1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer acknowledges that it is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.  Customer shall use best efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.  Customer acknowledges that Third-Party Providers, such as AWS, and never Provider, are the Party who is hosting and processing Customer data. While remaining subject to the limitations and obligations as set forth in  Sections 8, 9, and 10 of this Agreement, Customer does agree to a) forever waive, release, and discharge Provider  from any claims, actions, suits, damages, or fees arising out of, or incidental to, the Customer acknowledgements  found within this Section 3(a)-(c), as well as the “Third-Party Provider Issues” and “Customer Data Issues” as  further defined below.  

‍3.2. Third-Party Providers. Provider, in its sole discretion, may from time to time make Third-Party Products available to Customer, or incorporate in Third-Party Products to supplement and support the services contemplated by this Agreement. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions, and Provider’s liability is limited related to the same, as further set forth within this Agreement. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By executing this Agreement, Customer affirms that they intend to abide by the terms of Third-Party Products. Notwithstanding and superseding anything in this  Agreement to the contrary, Customer acknowledges and agrees that: a) Provider shall be using Third-Party  Products as defined in this Agreement, including, but not limited to, the Amazon Web Services (“AWS”) cloud  platform(and other services provided by Amazon,) or other provider platforms similar to the same, as well as  the (“Stripe”) third-party payment processor service, and; b) that Provider has no control over the up-time,  operation, performance, security, price, and functionality of said Third-Party Providers, and; c) Provider in no  way represents or warrants (and fully disclaims the same to the maximum extent allowable under then applicable  law) as to the functionality, uptime, accuracy, security, fitness, merchantability, or any other performance (or  lack thereof, including short or long term failures or data breach) issues incidental to Third-Party Products which  in anyway impact the services provided for in this Agreement; and d) should a Third-Party Provider charge a  fee, penalty, or other expense to Provider incidental to the services provided, said amount may be passed through  on a Customer invoice; all hereinafter a (“Third-Party Provider Issue.”) In the event that the services provided  incidental to this Agreement becomes interrupted, delayed, inaccurate, subject to a security issue, unable to be  performed (in whole or in part,) or any other non-desirable issue suffered (including economic issues, damages,  or loss of any kind) with respect to the service provided, and said issue(s) are incidental to a Third-Party Provider  Issue, or through any interruption, loss, or suspension of service from any utility company or third-party provider  of which the Provider’s service’s rely upon, (i.e. including, but not limited to, electrical outages, power, or  internet outages,) Customer does forever waive, release, and discharge bringing claims of any kind, in law or in  equity, against Provider. 

‍3.3. Customer acknowledges that Customer, (or a Customer affiliate, or a Third-Party) is the Party providing the data,  information, and documents to Provider, and that Provider makes no representations or warranties of any kind  as to the accuracy, validity, or veracity of the data, information, and documents provided to it, nor is Provider  under any obligation to review, investigate, and/or verify the same, before incorporating it into the services. The  obligation to review, validate, investigate, and approve data prior to it being sent to Provider and prior to it  being used by the Customer in any way, is solely that of Customer, and never that of Provider, and Provider shall  bear no liability or fault of any kind, including for damages, losses, actions, or any other claims incidental to, or  arising out of issues relating to inaccurate, fraudulent, duplicative, misrepresented, omitted, partial, confidential,  unauthorized, misappropriated, or otherwise faulty or incorrect data, information, or documentation, to the broadest extent possible, hereinafter a (“Customer Data Issue.”) When Customer sends the Provider data, upon  receipt of the same, Provider may rely upon a presumption that the data has been validated by Customer, and is  accurate, true, and meets with Customer’s satisfaction, upon Provider’s receipt of the same. Once Customer  provided data, information, and/or documents have been incorporated into Provider’s services, and services  provided, Customer agrees to pay for said Services as invoiced, irrespective of if Customer later comes to find  out that a Customer Data Issue exists. Customer acknowledges and understands that, despite the reasonably WareHQ Labs dba briefli | Software as a Service Agreement | |04.22.2024 diligent efforts of Provider, no services and software are impervious to errors, glitches, or other fault, and  Customer agrees to pay all Provider invoices, irrespective of a Customer contention that Provider’s service was  subject to error, or did not otherwise meet Customer’s satisfaction. Such a Customer contention shall not form a  basis to withhold, abate, or offset invoiced fees, when due. Additionally, should such an instance arise, Customer  agrees that it forever waives and releases Provider to the maximum extent allowable under law, from any and all  claims, causes of actions, suits, damages, fees, judgments, fines, penalties, or other amounts (including, but not  limited to, seeking credits, offsets, abatements, or any other form of compensation or reimbursement for services  provided) arising out of, or incidental to, any issue set forth above. Customer agrees to promptly notify Provider if an error is suspected, so the same can be investigated, and if necessary, reconciled, for subsequent services. 

‍3.3.1. Prior to Customer sending certain data, information, processed information, and/or documentation into their internal systems or exporting to CSV, or other similar format (“Processed Data”), an approval prompt may appear, requesting Customer click to confirm validation of the accuracy of the same. Should Customer ask Provider to opt out of being provided the approval prompt, Provider, as a courtesy, may agree to do so, but the lack of an approval prompt shall in no way alleviate Customer’s representations, warranties, and obligations as set forth in the Customer Data Issues above, and Provider may rely upon the same. Customer further understands and agrees that Provider shall bear no liability or fault of any kind, monetary or otherwise, including, but not limited to, for any claims, causes of action, suits, damages, losses, fees, judgments, fines, penalties, or any other claims incidental to, or arising out of issues relating to a Customer Data Issue, and/or from the approval prompt, or lack thereof.  

‍4. SERVICES. 

4.1. Service Levels. Subject to the terms and conditions of this Agreement and the Order Sheet, highly summarized, Provider shall provide the following services to Customer: 

‍4.1.1. Provide access to, and use of, a subscription-based software that facilitates data workflow management, and handles warehouse document processing; and 

‍4.1.2. Shall incorporate in certain Third-Party Providers, such as AWS, to handle hosting and processing of data, and  the Provider’s application, which also will incorporate in certain optical character recognition “OCR”  technology; and  

‍4.1.3. Any additional services which may be requested by the Customer and agreed to by the Provider in writing. 

‍5. FEES AND PAYMENT.  

5.1. Fees. Customer shall promptly pay Provider the fees ("Fees") as set forth in the Order Sheet, when due, always without offset, delay, abatement, or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth therein. If Customer fails to make any payment when due, without limiting Provider's  other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month,  calculated daily and compounded monthly or, upon the highest rate permitted under applicable law, the greater  of; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any outstanding  payments, including Provider’s reasonable attorneys' fees, court costs, and collection agency fees; and (iii) upon  Customer’s payment being late, Provider, in its sole discretion, may immediately suspend Customer's and its  Authorized Users' access to any portion or all of the Services until such amounts are paid in full, and may require  Customer to post advanced deposits moving forward. Customer waives any and all claims against Provider  arising out of or incidental to said suspension, if said suspension is incidental to the above. Notwithstanding  anything in this Agreement to the contrary, Customer acknowledges and agrees that that fees initially set forth  in the Order Sheet are not firm, and may, in Provider’s sole discretion, and without requiring Customer’s  approval, become subject to immediate increase in response to then applicable commercial factors. Should fees  increase, Customer agrees to pay for same, due when invoiced, without offset, delay, or abatement.  

‍5.2. Taxes. All Fees and other amounts payable by Customer to Provider under this Agreement, are exclusive of  taxes, and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar  taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority  on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.WareHQ Labs dba briefli | Software as a Service Agreement | |04.22.2024 

‍5.3. Confidential Information. While remaining subject and subordinate to applicable restrictions and covenants as  found within this Agreement, the Parties acknowledge that from time to time during the Term, it may become  requisite that either Party may disclose or make available to the other Party information about its business affairs,  products, customers and contacts lists, pricing, confidential intellectual property, trademarks and copyrights  (whether registered or unregistered,) trade secrets, third-party confidential information, business know-how,  good-will, software (including any derivative or reverse engineered works thereof) and other sensitive or  proprietary information, which shall include this Agreement, (and the software, services, prices, contacts, and  data associated therewith,) whether orally or in written, electronic, or other form or media/in written or electronic  form or media, regardless of whether or not marked, designated, or otherwise identified as "confidential"  (collectively, "Confidential Information"). Confidential Information does not include information that, at the  time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c)  rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently  developed by the receiving Party without the use of Provider’s services, software, or incidental to being made  privy to Provider’s Confidential Information as defined above. The receiving Party shall not disclose the  disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees  who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform  its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to  the limited extent required (i) in order to comply with the order of a court or other governmental body, or as  otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to  the order shall first have given immediate written notice to the other Party and made a reasonable effort to obtain  a protective order, or to provide such advanced notice that the other Party has opportunity to quash the request;  or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the  expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all  copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information,  or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has  been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective  as of the Effective Date and will expire (50) months from the date first disclosed to the receiving Party; provided,  however, with respect to any Confidential Information that constitutes a trade secret (as determined under  applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement  for as long as such Confidential Information remains subject to trade secret protection under applicable law.  Additionally, while remaining subject to the above covenants, and absent the written consent of the other Party, the Parties agree that they shall not share or disseminate the Confidential Information of the other for any unlawful or other commercial purpose. For the avoidance of doubt, the Customer agrees not to share Provider’s Confidential Information and the Services subsequent to this Agreement, with a Third-Party whom could reasonably be deemed to be a competitor of Provider.  

‍6. INTELLECTUAL PROPERTY OWNERSHIP. 

6.1. Provider IP. Customer acknowledges that, as between Customer and Provider, Provider wholly owns and  forever retains all right, title, license, and interest, including all intellectual property rights, in and to the Provider  IP, and Provider’s “Confidential Information” including those items as listed in 1(e) and Section 6, and, with  respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including  all intellectual property rights, in and to the Third-Party Products. The Parties acknowledge that Provider is  making certain services, and access to the same, available to Customer exclusively on a subscription basis, and  that Customer is not being provided any license, ownership, right, or interest of any kind, over the software or  data, nor over any subsequent product, invention, product, derivative work, or any other item of value which  may arise subsequent and incidental to the same. Customer forever waives and releases making any claims to the contrary.  

‍6.2. Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the “Customer Data.” Customer hereby grants to  Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display  the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to  provide the Services to Customer, which includes a non-exclusive, perpetual, irrevocable, royalty-free,  worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated  within the Aggregated Statistics related to same. WareHQ Labs dba briefli | Software as a Service Agreement | |04.22.2024 

‍6.3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or  materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the  Provider IP, including without limitation, new features or functionality relating thereto, or any comments,  questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other  obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on  Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, ownership,  copyrights, and interest in, and Provider is free to use, without any attribution or compensation to any party, any  ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any  purpose whatsoever, of which Customer hereby relinquishes all claims over, although Provider is not required  to use any Feedback. 

‍7. PROVIDER’S WARRANTY DISCLAIMER.  

7.1. Warranty. Provider does not make any representations, warranties, or guarantees, and disclaims the same to the maximum extent allowable under law, regarding uptime, performance, security, or availability of the Services unless specifically and expressly set forth in Section 4. Customer acknowledges that Provider’s liability, in the cumulative, is limited in the manner as set forth in Section 10. The Customer acknowledges and accepts the below Provider Disclaimer and believes the same to be fair and reasonable.  THE PROVIDER IP AND SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" BASIS AND THE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP OR SERVICES, OR ANY THIRD-PARTY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.  CUSTOMER ACKNOWLEDGES THAT NO IP, SOFTWARE, AND SERVICES ARE IMPENETRABLE, AND MAY BE SUBJECT TO HACKING, BUGS, MALWARE, FAILURE, OR OTHER INFILTRATION, HARDSHIP, OR DISRUPTION, ALL KNOWN IN THE CUMULATIVE AS THE (“PROVIDER DISCLAIMER.”) 

‍8. INDEMNIFICATION. 

8.1. Provider Indemnification. With respect to an infringement, if a Third Party-Claim is made, alleged, or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.  This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Customer Data; or (D) Third-Party Products]. 
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‍8.2. Customer Indemnification of Provider. Customer, effective immediately upon being provided written notice  from Provider, agrees that it shall fully indemnify, hold harmless, and, at Provider's option, defend Provider (by  paying the cost of Provider’s attorney’s fees, from a counsel of Provider’s choosing) from and against any suits,  claims, actions, judgments, fees, damages, or loss resulting from any claim brought by an agent, employee, or  affiliate of Customer, or by any Third-Party incidental to Customer’s business, or arising out of the use of the  services or this Agreement, that: a) arises out of an issue incidental to Section 2(c); Section 3(a)-(c)(i); and  Sections 6, 7, and 8, 10, and 11; b) arises out of an issue the Customer Data, or any use of the Customer Data in  accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, and  any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii)  use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with WareHQ Labs dba briefli | Software as a Service Agreement | |04.22.2024 data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in  writing; or (iv) modifications to the Services not made by Provider, provided that Customer may not settle any  Third-Party Claim against Provider unless Provider consents in writing to such settlement, and further provided  that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate  in the defense thereof by counsel of its own choice. 
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‍9. LIABILITY 

9.1. Limitations of Provider’s Liability. NOTWITHSTANDING AND SUPERSEDING ANYTHING IN THIS  AGREEMENT TO THE CONTRARY, IN NO EVENT WILL PROVIDER BE LIABLE TO CUSTOMER, OR  ANY THIRD-PARTY USER, AFFILIATE, AGENT, OR EMPLOYEE OF CUSTOMER, FOR CLAIMS IN  LAW OR EQUITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING  NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL,  INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b)  INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR  PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS,  INTERRUPTION, DELAY, FAILURE, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR  SYSTEM SECURITY; (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE  REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES  OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; OR FOR (f)  ANY CLAIM INCIDENTAL TO A “THIRD-PARTY PROVIDER ISSUE” OR A “CUSTOMER DATA ISSUE,”  AND OTHER ACKNOWLEDGMENTS AND WAIVERS AS SET FORTH IN SECTION 3. IN NO EVENT WILL PROVIDER'S AGGREGATE FINANCIAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE SERVICES PROVIDED INCIDENTAL THERETO, EXCEED $10,000.00, OR THE ACTUAL AMOUNT OF DAMAGES, THE LESSER OF. FURTHER, CUSTOMER ACKNOWLEDGES THE PROVIDER DISCLAIMER, AND HEREBY AFFIRMATIVELY WAIVES AND RELEASES BRINGING ANY CLAIMS, ACTIONS, OR SUITS, ARISING OUT OF OR INCIDENTAL TO THE SAME.  

‍10. TERM AND TERMINATION. 

10.1. Term of Agreement. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for a month-to-month basis, unless renewed pursuant to this Agreement (the “Term"). This Agreement shall automatically renew for an additional month, on a go-forward basis, unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least (30) days prior to the expiration of the then current term. Notwithstanding the above, the Provider shall owe no notice to terminate, nor obligation to renew, if otherwise provided for in this Agreement, or if Customer has defaulted with any terms found within this Agreement. 

‍10.2. Termination. In addition to any other express termination right set forth in this Agreement: 

‍10.2.1. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach is: (A) incapable of cure; or (B) despite being capable of cure, remains uncured (10) days after the non-breaching Party provides the breaching Party with written notice of such breach; or 

‍10.2.2. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the  other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;  (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy (or similar liquidation or  receivership proceeding) or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under  any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the  benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent  appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its  property or business. 

‍10.2.3. Payment Upon Termination. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges that regardless of the reason for the termination of the Agreement, Customer shall promptly pay WareHQ Labs dba briefli | Software as a Service Agreement | |04.22.2024 Provider in full, without offset, abatement, or delay, within (5) days from the date of termination, for all costs and fees incurred up until the date of termination.  

‍10.3. Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider Services and IP, and, without limiting Customer's obligations under Section 6 and 7, Customer shall delete, destroy, or return all copies of the Provider’s Confidential Information and IP, further certifying in writing to the Provider that the Provider IP has been deleted or destroyed.  Notwithstanding any provision in this Agreement to the contrary, the expiration or termination of the Agreement will not affect Customer's obligation to pay all fees that may have become due before such expiration or termination or entitle Customer to any refund for any unused term for the month in which the services were terminated. 

‍11. Survival. Sections 2,3,5,6,7,8,9,10,11,12 shall survive any termination or expiration of this Agreement. 

This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference. 

‍12. MISCELLANEOUS.  

12.1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference. 

‍12.2. Notices. Subject to the point of contact information provided for on the Order Sheet, all notices, requests,  consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing  and addressed to the Parties at the addresses set forth within the Order Sheet of this Agreement (or to such other  address that may be designated by the Party giving Notice from time to time in accordance with this Section).  All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or by email (with confirmation of transmission). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. 

‍12.3. Force Majeure. In no event shall Provider be found liable to Customer or be deemed to have breached this  Agreement, for any failure or delay in performing its obligations under this Agreement, for any security issue or  data breach, for any failure of a Third-Party Provider, including outages, downtime, or complete loss of data or  access, or for failure or issues with the Provider Services, if and to the extent such issue, failure or delay is caused  by or incidental to any circumstances beyond Provider's reasonable control (which includes, but is not limited  to, those items as identified in Section 3b & 3c,) including, but not limited to: acts of God, flood, fire, earthquake,  and other disasters and catastrophes, including, but not limited to Pandemics, explosion, war, terrorism, invasion,  riot or other civil unrest; as well as strikes, labor stoppages, shortages or slowdowns or other industrial  disturbances, supply chain or logistical issues, or passage of law or any action taken by a governmental or public  authority, including imposing an embargo, all known as (“Force Majeure Events.”) Notwithstanding anything to the contrary, a Force Majeure Event shall never excuse Customer’s payment obligations, or act as a basis to offset, abate, or delay the immediate payment of fees when due.  

‍12.4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.  Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights,  remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and  (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or  further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

‍12.5. Severability. It is the mutual intention and desire of the Parties, that if any provision of this Agreement (or  subpart within a provision) is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, WareHQ Labs dba briefli | Software as a Service Agreement | |04.22.2024 illegality, or unenforceability, shall be severed in the least intrusive manner, but it will not affect any other term  or provision of this Agreement or invalidate or render unenforceable such term or provision in any other  jurisdiction. The balance of the Agreement, less the severed provision, shall carry forward in full force and effect.  

‍12.6. Arbitration Provision; et al. “THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.” Both parties hereby agree that any  controversy, claim or dispute of any sort arising out of or relating to the Agreement and/or the services related  thereto, shall and must be submitted for arbitration, to be administered by the American Arbitration Association  (AAA), in the jurisdiction located within Jackson County, Missouri, and the Western District of Missouri, in  accordance with [its] commercial arbitration rules then in effect. All fees and expenses of arbitration shall be shared equally between the parties. Any award or determination rendered by the arbitrator(s) shall be final and non-appealable and entered as a judgment by a court of competent jurisdiction. For the avoidance of doubt, each party affirms, consents to, and understands the unequivocal intent to arbitrate any and all aforementioned disputes and actions of any kind so related to the above, as opposed to and in waiver of traditional litigation in a State of Federal Court. The Parties agree that This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Missouri. Each Party irrevocably submits to the exclusive jurisdiction of Missouri. The prevailing party of such an arbitration is entitled to a recovery of its costs, fees, and reasonable attorneys’ fees.  

‍12.7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported and/or unauthorized assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.  

‍12.8. Export Regulation. If and when applicable, Customer, at its sole cost and expense and effort thereto, shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.  

‍12.9. US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212.  Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives  those rights with respect to the Services and Documentation as are granted to all other end users, in accordance  with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and  their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors. 

12.10. No Partnership, et al. The Parties represent there is no express or implicit understanding or intention to form a  partnership, joint venture, merger, employer/employee relationship, or consolidation between the Parties of any  kind. The Parties strictly operate on a 1099 basis.  

‍12.11. Counterparts. This Agreement may be executed in counterparts, including those electronic in form, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.