Terms of Service

1.1. Parties to the Agreement

This Agreement is between Oregon Coast AI, an Oregon-based entity providing technology solutions, and the Customer. The Customer may be an individual or a business entity.

If an individual accepts this Agreement on behalf of an entity, that individual represents and warrants that they have the legal authority to bind such entity to this Agreement.

1.2. Scope of Agreement

This Agreement applies to all:

• Software products, including but not limited to downloadable software and Software-as-a-Service (SaaS) platforms
• AI-powered services designed to enhance productivity and provide other functionalities
• Professional consulting services

(collectively, the "Services") provided by Oregon Coast AI. The comprehensive definition of "Services" ensures that all offerings are consistently governed by these terms, preventing ambiguity if a Customer avails themselves of multiple service types.

1.3. Binding Effect and Acceptance

Your access to or use of any of the Services constitutes Your unconditional acceptance of and agreement to be bound by:

• This Terms of Service
• Our Privacy Policy (incorporated herein by reference)
• Any applicable Statements of Work (SOWs)

If You do not agree to these terms, You must not access or use the Services.

The formation of this contract through electronic means, including Your affirmative act of using the Services or clicking to accept these terms where such an option is provided, is valid and enforceable under laws such as the Oregon Uniform Electronic Transactions Act.

1.4. Updates to Terms

The Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement at any time. We will provide notice of significant changes through:

• Posting a notification on Our website
• Sending an email to the address associated with Your account
• Other reasonable means

Revised terms will become effective upon posting or as otherwise stated in the notice. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

It is Your responsibility to check this Agreement periodically for changes.

To ensure clarity and common understanding throughout this Agreement, the following terms shall have the meanings ascribed to them below:

• "AI Output"
  Any data, information, reports, analyses, content, or other materials generated, provided, or made available to the Customer through the use of the AI Services. This is distinct from Customer Data that may be used to produce such output.
• "AI Services"
  Those Services provided by the Company that utilize or incorporate artificial intelligence, machine learning, or similar technologies to perform tasks, provide insights, or enhance productivity, as further described in applicable Service descriptions or SOWs.
• "Consulting Services"
  Professional advisory, analytical, strategic, implementation, training, or other expert services provided by the Company to the Customer, typically detailed in a Statement of Work.
• "Customer Content" or "Customer Data"
  Any data, information, text, graphics, code, or other materials uploaded, submitted, provided, processed, or made accessible by the Customer or its authorized users to the Company or the Services in connection with the use of the Services, including data provided for AI model training or processing.
• "Documentation"
  Any manuals, instructions, specifications, or other documents or materials that the Company provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Software.
• "Effective Date": The date on which the Customer first accepts this Agreement, either by explicit acknowledgement (e.g., clicking "I Agree"), by executing an Order Form or SOW that incorporates this Agreement, or by otherwise accessing or using the Services.
• "Intellectual Property Rights": All past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patents and industrial property rights; (e) other proprietary rights in intellectual property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
• "Order Form": Any ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Company, including any addenda and supplements thereto.
• "Services": Collectively, the Software, AI Services, Consulting Services, and any other products or services provided by the Company to the Customer under this Agreement or an applicable Order Form or SOW. The broad scope of this definition is intentional to ensure comprehensive coverage of the Company's diverse offerings.
• "Software": The Company's proprietary software applications, whether delivered as a downloadable product, accessed as a cloud-based service (SaaS), or embedded within other offerings, including any updates, upgrades, enhancements, modifications, and associated Documentation. The distinction between "Software" as a product and "AI Services" as a dynamic offering allows for tailored terms in subsequent clauses concerning licensing, support, and data handling.
• "Statement of Work" (SOW): A written document mutually agreed upon by the Company and the Customer that describes the specific Consulting Services or custom AI Services projects to be performed, including deliverables, timelines, fees, and other project-specific terms. Each SOW shall be incorporated into and form a part of this Agreement.
• "Training Data": Customer Data specifically designated or permitted by the Customer, in accordance with this Agreement and the Privacy Policy, to be used by the Company for the purpose of training, developing, or improving its AI models.

This section outlines the general terms applicable to the various categories of Services offered by the Company. Specific details regarding scope, features, deliverables, and fees for particular Services will be further defined in applicable Order Forms or SOWs, which shall be governed by this Agreement.

3.1. Software Products

• License Grant: Subject to Customer's compliance with this Agreement and payment of applicable fees, the Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software specified in an Order Form, solely for Customer's internal business purposes and in accordance with the Documentation. The nature of this license (e.g., subscription-based or, if offered, perpetual) will be detailed in the Order Form. Subscription licenses provide ongoing access for a recurring fee, while perpetual licenses involve a one-time fee for a specific version.
• Access and Delivery: The method of accessing or receiving the Software (e.g., via download, through a web-based platform) will be specified by the Company.
• Usage Restrictions: Customer shall not, and shall not permit others to: (a) copy, modify, create derivative works of, adapt, translate, or otherwise alter the Software or Documentation; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software, except to the extent expressly permitted by applicable law and then only after advance written notice to the Company; (c) sell, resell, license, sublicense, rent, lease, distribute, or otherwise transfer or provide access to the Software to any third party, except as expressly permitted herein or in an Order Form; (d) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Software or Documentation; (e) use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (f) use the Software in any manner that violates this Agreement, the AUP, or any applicable laws.
• Updates and Maintenance: For subscription-based Software (SaaS), updates and maintenance are typically included as part of the subscription and will be provided at the Company's discretion. For any perpetually licensed Software, updates and maintenance may be offered separately, subject to additional fees and terms. The Company reserves the right to modify, enhance, or discontinue features of the Software from time to time.
• Support Services: The Company will provide technical support for the Software in accordance with its then-current support policy, which may be described in an Order Form or a separate support addendum. Support levels, hours of availability, and methods of contact will be specified therein.
• End-of-Life (EOL) / End-of-Support-Life (EOSL) Policy: The Company may, at its discretion, discontinue the sale, development, maintenance, or support for certain Software products or versions thereof ("End-of-Life" or "End-of-Support-Life"). The Company will endeavor to provide reasonable advance notice of such decisions, typically through its website or direct communication. This policy is important for managing Customer expectations regarding long-term support, particularly for any perpetually licensed software, preventing assumptions of indefinite support for outdated versions. Customers are responsible for migrating to supported versions or alternative solutions before the EOSL date.

3.2. AI Services

• Scope of AI Functionalities: The AI Services are designed to provide functionalities such as data analysis, pattern recognition, content generation, automation, or other AI-driven capabilities to enhance Customer productivity or achieve other objectives as described in the applicable Service description or SOW. The Company does not guarantee that the AI Services will achieve any specific outcomes or results for the Customer's business.
• Service Availability & Service Level Agreements (SLAs): Unless otherwise specified in a mutually agreed SOW or Order Form that explicitly includes an SLA, the AI Services are provided on an "as available" basis. The Company will use commercially reasonable efforts to make the AI Services available but does not guarantee any specific level of uptime or performance. The absence of a default SLA means Customers should not expect guaranteed continuous availability unless specifically contracted.
• Data Input Requirements: Customer is responsible for providing or making accessible to the AI Services any necessary Customer Data in the format and manner specified by the Company. Customer warrants that it has all necessary rights, consents, and permissions to provide such Customer Data for use with the AI Services and that such data is accurate, complete, and lawful. The quality and legality of the input data are critical, as AI output is heavily dependent on it; the Company is not responsible for issues arising from deficient Customer Data.
• AI Model Training: If Customer Data is used for the purpose of training, developing, or improving the Company's AI models, this will be explicitly stated in this Agreement (see Sections 8 and 9), the Privacy Policy, or an applicable SOW, and will be subject to the Customer's explicit consent where required by applicable law or agreement.

3.3. Consulting Services

• General Scope: The Company may provide Consulting Services such as strategic advice, systems implementation, custom development, data analysis, training, and other professional services related to the Company's Software, AI Services, or general technology and business productivity. The specific scope, deliverables, timelines, fees, and other details of Consulting Services will be defined in a separate SOW executed by both parties. Each SOW will be incorporated into and governed by this Agreement. This structure allows for flexibility on a project-by-project basis while maintaining a consistent underlying legal framework.
• Deliverables: "Deliverables" shall mean the specific work products, reports, analyses, software code, documentation, or other items that the Company is obligated to create and deliver to the Customer as part of the Consulting Services, as expressly identified in the applicable SOW.
• Client Responsibilities & Cooperation: Customer understands that the successful and timely performance of Consulting Services requires Customer's active cooperation. Customer agrees to provide, in a timely manner, all necessary information, data, resources, access to personnel and systems, and approvals as may be reasonably requested by the Company to perform the Consulting Services. Delays or failures by Customer to fulfill its responsibilities may result in delays in the project timeline and/or additional fees. This provision is essential as consulting success is often a collaborative effort.

This section applies if Customers or their authorized users are required to create or use accounts to access certain Software or AI Services.

4.1. Account Creation

To access certain Services, You may be required to register for an account. You agree to:

• Provide accurate, current, and complete information during the registration process
• Update such information to keep it accurate, current, and complete

The Company reserves the right to suspend or terminate accounts with incomplete or inaccurate information.

4.2. Account Security

The Customer is responsible for:

• Safeguarding the passwords and other credentials used to access its account(s)
• Any activities or actions under such account(s), whether or not Customer has authorized such activities or actions

Customer must immediately notify the Company of any unauthorized use of its account or any other breach of security. The Company will not be liable for any loss or damage arising from Customer's failure to comply with these security obligations.

4.3. User Conduct

Customer and its authorized users shall use the Services in compliance with:

• This Agreement
• The Acceptable Use Policy (Section 5)
• All applicable local, state, national, and international laws, rules, and regulations

If the Customer is a business entity, it is responsible for ensuring that all its employees, contractors, or agents who access the Services on its behalf comply with this Agreement.

Customer's use of the Services is subject to this Acceptable Use Policy. Violation of this AUP may result in suspension or termination of Your access to the Services and other remedies as appropriate.

5.1. Prohibited Uses

You agree not to, and not to allow third parties or Your users to, use the Services:

• For any illegal, fraudulent, or unauthorized purpose, or in any manner that violates any applicable local, state, federal, or international law or regulation, including but not limited to Oregon's Unlawful Trade Practices Act (UTPA) and the Oregon Consumer Privacy Act (OCPA).
• To upload, post, transmit, generate, or otherwise make available any Customer Content or AI Output that infringes upon, misappropriates, or violates any patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy of any third party.
• To create, transmit, or store any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
• To engage in any activity that interferes with or disrupts the Services or the servers and networks connected to the Services, or to disobey any requirements, procedures, policies, or regulations of networks connected to the Services.
• To attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services, through hacking, password mining, or any other means, or to otherwise compromise the security of the Services.
• To transmit any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
• To generate or disseminate false, misleading, or deceptive information, including through the use of AI Services, or to impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity.
• To impose an unreasonable or disproportionately large load on the Company's infrastructure, or to use the Services in a manner that could damage, disable, overburden, or impair any Company server or the network(s) connected to any Company server.

5.2. Specific Restrictions for AI Services

In addition to the general prohibitions above, when using AI Services, You agree not to:

• Input, upload, or provide any personal data, sensitive personal information (as defined by OCPA or other applicable privacy laws), confidential information, or any data for which You do not have all necessary consents and legal rights into the AI Services, unless specifically permitted by the Company for a particular AI Service feature designed for such data and subject to appropriate safeguards and agreements. The nuance here is crucial: general AI tools should not receive sensitive data, but some specialized AI services might be designed for it under stricter terms.
• Use AI Services to make, or as a substantial factor in making, high-risk autonomous decisions in areas such as employment, credit, housing, insurance, healthcare, or other regulated domains without appropriate human oversight, validation, and compliance with all applicable laws, including those related to discrimination (e.g., Oregon Equality Act). This addresses concerns about AI bias and accountability.
• Attempt to reverse-engineer, decompile, or otherwise discover the underlying models, algorithms, or proprietary training data of the AI Services, except as may be permitted by law.
• Use the AI Services to create content that is intended to, or has the effect of, promoting discrimination, hate speech, or violence against individuals or groups based on legally protected characteristics.

5.3. Consequences of Violation

The Company reserves the right, but does not assume the obligation, to investigate any violation of this AUP or misuse of the Services.

The Company may, in its sole discretion:

• Suspend or terminate Customer's access to the Services
• Remove or disable access to any Customer Content or AI Output that violates this AUP
• Take any other action it deems appropriate, without prior notice

Customer agrees to pay all applicable fees for the Services as specified in an Order Form, SOW, or as otherwise posted on the Company's website for the selected Services.

6.1. Payment Terms

Unless otherwise stated in an Order Form or SOW:

• All fees are due upon receipt of invoice or at the time of purchase for online orders
• Accepted payment methods will be specified by the Company
• All fees are payable in U.S. Dollars

6.2. Billing Cycles

For subscription-based Services, fees will be billed in advance on a recurring basis (e.g., monthly, annually) as set forth in the Order Form.

6.3. Late Payment

If any invoiced amount is not received by the Company by the due date, then without limiting the Company's rights or remedies:

• Those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid
• The Company may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the previous Order Form or SOW

The Company also reserves the right to suspend access to the Services if payments become overdue.

6.4. Taxes

All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If the Company has the legal obligation to pay or collect Taxes for which Customer is responsible, the Company will invoice Customer and Customer will pay that amount unless Customer provides the Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, the Company is solely responsible for taxes assessable against it based on its income, property, and employees. Oregon does not have a general sales tax on software or SaaS , so this provision primarily addresses other potential taxes or taxes applicable to out-of-state Customers.

6.5. Subscription Terms (for Software/AI Services)

• Auto-Renewal: Unless otherwise specified in an Order Form, subscriptions for Services will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least [e.g., 30 or 60] days before the end of the relevant subscription term.
• Cancellation Policy: Customer may cancel a subscription in accordance with the terms specified in the Order Form or on the Company's website. Cancellation will typically take effect at the end of the then-current paid billing cycle. Access to the Services will continue for the remainder of the paid term. Section 7 (Refund Policy) governs the non-refundable nature of fees upon cancellation.
• Price Changes: The Company reserves the right to change the fees for its Services upon [e.g., 30 or 60] days' prior notice to the Customer (which may be sent by email or posted on the Company website). Any price changes for subscriptions will take effect at the start of the next renewal term following the notice period.

6.6. Consulting Services Fees

Fees for Consulting Services will be set forth in the applicable SOW and may be based on time and materials, a fixed fee, or other agreed-upon metrics. Payments for Consulting Services may be tied to milestones or deliverables as specified in the SOW. This structure provides the necessary flexibility for project-based work.

The clear stipulation of payment obligations and the consequences of non-payment are essential for revenue assurance and are directly linked to the "No Refund Policy" in Section 7, as payments made secure access or service provision for a defined period and are not refundable once that period commences or the service is delivered.

7.1. NO REFUNDS STATEMENT

ALL FEES AND CHARGES PAID TO OREGON COAST AI ARE NON-REFUNDABLE.

OREGON COAST AI OPERATES UNDER A STRICT NO REFUND POLICY FOR ALL SOFTWARE PRODUCTS, AI SERVICES, AND CONSULTING SERVICES.

Once a purchase is made, a subscription term has commenced, or consulting services have been engaged, no refunds, credits, or exchanges will be issued for any reason, including but not limited to:

• Customer dissatisfaction with the Services
• Cancellation of a subscription by the Customer prior to its expiration date
• Non-use or partial use of Services during a subscription period
• A Customer's change of mind

7.2. Rationale for Policy

• Digital Software Products: Due to the nature of digital software (including SaaS), once access is granted or the software is downloaded, it cannot be "returned" in a traditional sense. The value is derived from access and use, which are immediately available upon purchase.
• AI Services: AI Services involve the provision of access to complex computational resources, proprietary models, and potentially customized processing. Fees are for this access and processing capability during the agreed term, irrespective of the volume of use or specific outcomes.
• Consulting Services: Fees for Consulting Services compensate for the reservation of expert time, intellectual input, and professional effort expended by the Company. These resources are committed upon engagement and are therefore non-refundable.
• Subscription Services: For subscription-based Services, fees entitle the Customer to access and use the Services for the entirety of the chosen subscription term. No refunds or credits will be provided for partial subscription periods or unused time if a Customer cancels before the end of the term.

7.3. Exceptions (Limited and Specific)

This No Refund Policy will apply to the maximum extent permitted by law. The only exception to this policy is if a refund is expressly and mandatorily required by applicable Oregon law. This policy does not seek to override any non-waivable consumer rights granted under such laws.

• Compliance with Oregon UTPA ORS 646.607(2): This No Refund Policy is not intended to contravene ORS 646.607(2) of the Oregon Unlawful Trade Practices Act, which addresses refunds for the failure to deliver goods or services as promised. Oregon Coast AI is committed to delivering the Services as described in this Agreement and any applicable Order Form or SOW. "Delivery" for Software is accomplished by providing access or download capability; for AI Services, by making the platform or tools available; and for Consulting Services, by performing the agreed-upon work or providing deliverables. This No Refund Policy applies when such delivery has occurred, and the Customer subsequently seeks a refund due to dissatisfaction, change of mind, non-use, or other reasons not constituting a complete failure by the Company to provide the core promised Service. The policy must be clearly communicated upfront to be considered fair and not unconscionable under UTPA.

7.4. Acknowledgement

By accepting these Terms of Service and purchasing or subscribing to any Services, Customer acknowledges that they have read, understood, and agree to be bound by this No Refund Policy. This policy should be reiterated or made clearly accessible at the point of purchase or sign-up to reinforce this understanding.

The enforceability of this policy relies on clear, upfront communication and ensuring that the Company fulfills its obligations to deliver the Services as agreed. The distinction between dissatisfaction with a delivered service and a complete non-delivery is critical for compliance with consumer protection principles like those in the Oregon UTPA.

8.1. Company Intellectual Property

The Company and its licensors own and shall retain all right, title, and interest, including all Intellectual Property Rights, in and to the Services (including the Software, AI models, algorithms, underlying technology, know-how, methodologies, and tools), the Documentation, Company trademarks, and any and all modifications, enhancements, derivative works, or developments thereof created by or for the Company, including any pre-existing intellectual property of the Company incorporated into any Deliverables. This Agreement grants Customer a limited license to use the Services as specified herein, not a transfer of ownership.

8.2. Customer Content and Data

Customer (or its licensors) shall retain all right, title, and interest in and to Customer Content and Customer Data provided to the Company. Customer grants the Company and its authorized subcontractors a limited, non-exclusive, worldwide, royalty-free, fully paid-up license to access, use, host, reproduce, modify, display, distribute, and process Customer Content and Customer Data solely as necessary for the Company to: (a) provide, maintain, and improve the Services to Customer; (b) prevent or address service, security, or technical issues; (c) comply with applicable law or legal process; and (d) as otherwise expressly permitted in writing by Customer.

• AI Model Training (Conditional License): If Customer explicitly consents (e.g., via an opt-in mechanism detailed in the Privacy Policy or a specific agreement/SOW), the license granted above for Customer Data shall also extend to its use for the purpose of training, developing, and improving the Company’s AI models ("Training Data"). The Company will use Training Data in accordance with such consent and applicable privacy laws, including the Oregon Consumer Privacy Act (OCPA). The Company may anonymize or aggregate Training Data before using it for general model improvement, and Customer will not acquire any rights in any AI models or algorithms developed or improved using such anonymized or aggregated data.

Customer represents and warrants that it has all necessary rights, consents, and permissions to grant the foregoing licenses and that Customer Content and its provision to the Company as contemplated herein do not and will not infringe, misappropriate, or violate any third-party Intellectual Property Rights or any applicable laws.

8.3. Developed IP / Deliverables (Consulting & Custom AI)

• Unless otherwise expressly agreed in a written SOW, and subject to Customer's full payment of all applicable fees, Customer shall own all Intellectual Property Rights in and to the specific, custom Deliverables created by the Company exclusively for the Customer as part of Consulting Services or custom AI development projects, as identified in the relevant SOW.
• Notwithstanding the foregoing, the Company shall retain ownership of all its pre-existing Intellectual Property Rights, including its underlying tools, methodologies, software, AI models, algorithms, know-how, and generic components utilized or developed in the course of providing such Services ("Company Background IP"). To the extent Company Background IP is incorporated into any Customer-owned Deliverable, Company grants Customer a non-exclusive, perpetual, royalty-free, worldwide license to use such Company Background IP solely as necessary for Customer to use the Deliverable for its intended internal business purposes. This distinction protects the Company’s core assets while giving the client ownership of the bespoke work product.

8.4. AI-Generated Output (AI Output)

Subject to Customer's compliance with this Agreement and any restrictions in an applicable Order Form or SOW:

• If AI Output is generated by the AI Services primarily based on Customer's unique and proprietary Customer Data, and such output is specific to the Customer's instance of the AI Service, Customer may be granted ownership or broad usage rights to that specific AI Output for its internal business purposes, as further detailed in an SOW or Order Form.
• However, the Company retains all Intellectual Property Rights in and to the underlying AI models, algorithms, and any improvements thereto, even if such improvements were informed by processing Customer Data (subject to consent and privacy obligations). Customer acknowledges that AI Output may be similar or identical to output generated for other customers if based on similar inputs or publicly available data, and Customer obtains no rights to such similar output generated for others. The careful delineation here is vital: the customer gets rights to the specific output from their data, but not to the general AI model or its learnings that could benefit other users.

8.5. Feedback

If Customer provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Customer grants the Company a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable license to use, incorporate, and otherwise exploit such Feedback for any purpose without restriction or compensation to Customer.

8.6. Third-Party and Open Source Software

The Services may contain or be distributed with third-party software, including software licensed under open source licenses ("Third-Party Components"). Customer's use of such Third-Party Components is subject to the terms and conditions of their respective licenses. The Company will comply with any material attribution or other obligations required by such open source licenses. To the extent there is a conflict between this Agreement and an applicable open source license, the terms of the open source license will prevail with respect to that specific component. The Company makes no warranties regarding Third-Party Components beyond those, if any, provided by the original licensor and disclaims all liability for them to the extent permitted by law. The Company may, upon request or as part of its Documentation, provide information regarding significant open source components used. Internal diligence in tracking and complying with these licenses is essential to support these ToS provisions. If the Company integrates third-party proprietary tools, it must ensure it has appropriate rights to sublicense or pass through usage rights to its Customers.

9.1. Privacy Policy

The Company's collection, use, disclosure, and protection of personal data provided by or collected from the Customer in connection with the Services is governed by the Company's Privacy Policy, which is available on its website and incorporated into this Agreement by reference. The Privacy Policy details compliance with applicable data protection laws, including the Oregon Consumer Privacy Act (OCPA). It will address key OCPA provisions such as requirements for consent (especially for sensitive data and AI model training), consumer rights (e.g., access, deletion, opt-out of profiling or sale of data), and the Company's obligations regarding Data Protection Assessments for high-risk AI processing activities. The ToS reinforces that the Privacy Policy is the primary document for data handling specifics, ensuring a modular and maintainable approach to legal documentation.

9.2. Confidentiality

• Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Company's Confidential Information includes, without limitation, the non-public aspects of its Services (including Software, AI models, algorithms), technology, business plans, and pricing. Customer's Confidential Information includes, without limitation, non-public Customer Data and Customer Content. Mutual confidentiality builds trust and is crucial given the sensitive nature of data that might be processed, especially by AI services.
• Obligations: The Receiving Party agrees to: (i) use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (ii) not disclose such Confidential Information to any third party, except to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) protect such Confidential Information from unauthorized use or disclosure using at least the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care.
• Exceptions: Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives the Disclosing Party prompt written notice (if legally permissible) and cooperates in seeking a protective order.
• Duration: The obligations of confidentiality shall continue for [e.g., three or five] years from the date of disclosure, or, for information constituting a trade secret under applicable law, for as long as it remains a trade secret.

9.3. AI Data Usage Specifics

As further detailed in the Privacy Policy and subject to Section 8.2, Customer Data may be used to provide and improve the AI Services. Specifically for training, re-training, or enhancing the Company's AI models, the Company will only use Customer Data where explicit consent has been obtained, particularly if such data includes personal information. The Company will employ reasonable measures, such as anonymization or aggregation where appropriate, to protect Customer Data when used for such AI model improvement purposes. Customers will be provided with mechanisms to exercise their rights regarding their personal data used in AI systems, including opt-out rights where applicable under OCPA.

9.4. Data Security

The Company will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data processed by the Services. These measures will be appropriate to the sensitivity of the data. In the event of a security breach involving Customer's personal data, the Company will comply with applicable notification requirements, such as those under the Oregon Consumer Information Protection Act (OCIPA).

10.1. General Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, SOFTWARE, AI OUTPUT, DOCUMENTATION, AND ANY OTHER MATERIALS OR INFORMATION PROVIDED BY THE COMPANY ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OR ERROR-FREE USE OR OPERATION.

The Company does not warrant that:

• The Services will meet Customer's requirements
• The Services will be secure
• The Services will operate without interruption
• The Services will be error-free
• All defects will be corrected

10.2. AI-Specific Disclaimers

Customer acknowledges and agrees to the following inherent limitations and characteristics of AI Services and AI Output:

• No Guarantee of Accuracy or Reliability

  AI-GENERATED OUTPUT IS PROVIDED "AS IS." THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, SUITABILITY, OR USEFULNESS OF ANY AI OUTPUT. AI OUTPUT MAY BE INCOMPLETE, INACCURATE, OR CONTAIN ERRORS.

• Potential for Errors, Bias, and Hallucinations

  CUSTOMER ACKNOWLEDGES THAT AI MODELS, INCLUDING THOSE USED IN THE AI SERVICES, ARE TRAINED ON LARGE DATASETS AND OPERATE PROBABILISTICALLY. AS SUCH, AI OUTPUT MAY CONTAIN INACCURACIES, OMISSIONS, REFLECT BIASES PRESENT IN THE TRAINING DATA OR ALGORITHMS, OR GENERATE INFORMATION THAT IS NOT FACTUALLY CORRECT ("HALLUCINATIONS"). THE COMPANY DOES NOT GUARANTEE THAT AI OUTPUT WILL BE FREE FROM BIAS OR ERROR.

• Not Professional Advice

  AI OUTPUT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE RELIED UPON AS, PROFESSIONAL ADVICE OF ANY KIND (INCLUDING BUT NOT LIMITED TO LEGAL, FINANCIAL, MEDICAL, TECHNICAL, OR OTHER PROFESSIONAL ADVICE). CUSTOMER SHOULD ALWAYS SEEK THE ADVICE OF QUALIFIED PROFESSIONALS FOR ANY SUCH MATTERS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN BY CUSTOMER IN RELIANCE ON AI OUTPUT.

• Customer Responsibility to Verify and Validate

  CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, EVALUATING, VALIDATING, AND VERIFYING THE ACCURACY, APPROPRIATENESS, AND UTILITY OF ANY AI OUTPUT BEFORE USING OR RELYING ON IT FOR ANY PURPOSE. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF AI OUTPUT.

• No Guarantee of Specific Outcomes: The Company makes no representations or warranties that the use of AI Services will result in any specific business outcomes, productivity enhancements, cost savings, or other tangible benefits for the Customer.

10.3. Consulting Services Disclaimer

The Company warrants that Consulting Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards.

Customer's sole and exclusive remedy for a breach of this warranty shall be, at the Company's option:

• Re-performance of the non-conforming Consulting Services
• A refund of the fees paid for such non-conforming Services

Except for this limited warranty, Consulting Services and any Deliverables are provided "AS IS." The Company does not guarantee any specific results or outcomes from Consulting Services, as such outcomes often depend on various factors beyond the Company's direct control, including Customer's implementation and use of recommendations or Deliverables.

11.1. Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY FOR THE SPECIFIC SERVICE(S) GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST CLAIM AROSE.

11.2. Exclusion of Indirect/Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

This includes but is not limited to damages for:

• Loss of profits
• Loss of revenue
• Loss of business opportunities
• Loss or corruption of data
• Business interruption
• Loss of goodwill
• Cost of procurement of substitute goods or services

However caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise), even if the Company has been advised of the possibility of such damages and even if a limited remedy set forth herein is found to have failed of its essential purpose.

11.3. Basis of the Bargain

The parties acknowledge and agree that the limitations of liability, disclaimers of warranties, and exclusions of damages set forth in this Agreement are essential elements of the basis of the bargain between the parties, and that the fees charged for the Services reflect this allocation of risk.

Without these provisions, the fees would be significantly higher.

11.4. Exceptions to Limitations

The limitations and exclusions of liability set forth in Sections 11.1 and 11.2 shall not apply to:

• Liability arising from a party's gross negligence or willful misconduct;
• A party's breach of its confidentiality obligations under Section 9.2 (though such liability may be subject to a separate, potentially higher cap if specified elsewhere or in an SOW, particularly for data breaches );
• A party's indemnification obligations under Section 12 of this Agreement; or
• Any liability that cannot be excluded or limited under applicable law (e.g., liability for death or personal injury caused by negligence, to the extent such exclusion is prohibited).

Including these standard carve-outs maintains fairness and enforceability.

11.5. Customer's Responsibility

Customer acknowledges and agrees that it is responsible for:

• Its use of the Services and any AI Output
• Assessing the risks associated therewith

12.1. Customer Indemnification

Customer shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Company Indemnitees") from and against any and all third-party claims, actions, suits, proceedings, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and litigation costs) (collectively, "Claims") arising out of or relating to:

• (a) Customer's access to or use of the Services in a manner not authorized by or in breach of this Agreement, including the Acceptable Use Policy;
• (b) Customer Content, including any Claim that Customer Content, or the Company's use thereof in accordance with this Agreement, infringes, misappropriates, or violates any third party's Intellectual Property Rights, privacy rights, or any applicable law;
• (c) Customer's breach of any of its representations, warranties, or obligations under this Agreement;
• (d) Any gross negligence or willful misconduct by Customer or its authorized users; or
• (e) Any dispute between Customer and any of its own users or customers related to the Services or AI Output.

12.2. Company Indemnification

The Company shall indemnify, defend, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Customer Indemnitees") from and against any Claims brought by a third party alleging that Customer's authorized use of the core, unmodified Software or AI Services as provided by the Company directly infringes such third party's valid U.S. patent, copyright, or trademark rights.

• Conditions: The Company's indemnification obligations under this Section 12.2 are conditioned upon Customer: (i) promptly notifying the Company in writing of any such Claim; (ii) granting the Company sole control of the defense and settlement of such Claim (provided that the Company shall not settle any Claim in a manner that admits liability or imposes any obligation on Customer without Customer's prior written consent, not to be unreasonably withheld); and (iii) providing the Company with all reasonable assistance, information, and authority necessary for the defense and settlement of such Claim, at the Company's expense.
• Exclusions: The Company shall have no indemnification obligation or liability for any Claim arising from or based on: (i) any use of the Services in combination with other software, hardware, data, or processes not provided or expressly authorized in writing by the Company, if the alleged infringement would not have occurred but for such combination; (ii) any modification of the Services by anyone other than the Company or its authorized representatives; (iii) Customer Content or any third-party data or materials; (iv) Customer's use of the Services in breach of this Agreement or outside the scope of the license granted; (v) Customer's failure to use a current, unaltered version/release of the Software made available by the Company if the infringement claim could have been avoided by use of such current, unaltered version/release and Company provided reasonable notice of its availability; or (vi) any Claim for which Customer has an indemnification obligation under Section 12.1. This careful scoping ensures the Company indemnifies for its own technology, not for issues created by customer actions or third-party integrations.
• Remedies for Infringement: If the Services become, or in the Company's opinion are likely to become, the subject of an infringement Claim, the Company may, at its sole option and expense: (i) procure for Customer the right to continue using the allegedly infringing Services; (ii) replace or modify the allegedly infringing Services so that they become non-infringing while providing substantially equivalent functionality; or (iii) if options (i) and (ii) are not commercially reasonably available in the Company's judgment, terminate Customer's rights and the Company's obligations with respect to such infringing Services and refund to Customer any prepaid, unused fees for the terminated portion of the Services. THIS SECTION 12.2 STATES THE COMPANY'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT. This "sole and exclusive remedy" language is critical for limiting exposure in IP disputes.

12.3. Indemnification Procedure

The party seeking indemnification (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing of any Claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent prejudiced thereby. The Indemnifying Party shall have the right to assume primary control of the defense and settlement of the Claim, with counsel of its choosing, provided that the Indemnified Party may participate in the defense with its own counsel at its own expense. The Indemnified Party shall provide reasonable cooperation in the defense of the Claim. The Indemnifying Party shall not settle any Claim without the Indemnified Party's prior written consent if such settlement imposes any monetary or other obligation or admission of liability on the Indemnified Party, such consent not to be unreasonably withheld, conditioned, or delayed.

13.1. Term

This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated as set forth herein. The initial term for any subscription-based Services ("Initial Subscription Term") and any subsequent renewal terms ("Renewal Subscription Term(s)") shall be as specified in the applicable Order Form or SOW.

13.2. Termination for Convenience

• By Customer: For subscription Services, Customer may terminate a subscription effective at the end of the then-current Initial Subscription Term or any Renewal Subscription Term by providing the Company with written notice of non-renewal in accordance with Section 6.5 (Auto-Renewal). No refunds will be provided for termination for convenience by Customer, in line with Section 7.
• By Company: The Company may, in its discretion, elect not to renew a subscription by providing Customer with written notice of non-renewal at least [e.g., 30 or 60] days prior to the end of the then-current term. The Company may also terminate this Agreement or any Service for convenience upon [e.g., 60 or 90] days' prior written notice for reasons other than non-renewal.

13.3. Termination for Cause

• Either party may terminate this Agreement or an applicable Order Form/SOW, effective upon written notice to the other party, if the other party materially breaches any provision of this Agreement (or the applicable Order Form/SOW) and fails to cure such breach within thirty (30) days after receiving written notice thereof from the non-breaching party.
• Either party may terminate this Agreement immediately upon written notice if the other party: (i) becomes insolvent or makes an assignment for the benefit of creditors; (ii) files or has filed against it a petition in bankruptcy or seeking reorganization, which is not dismissed within sixty (60) days; or (iii) ceases to do business in the ordinary course.
• The Company may terminate this Agreement or suspend access to the Services immediately, without prior notice or cure period, if Customer breaches its payment obligations, violates the Acceptable Use Policy (Section 5), or infringes the Company's Intellectual Property Rights.

13.4. Effect of Termination

Upon any termination or expiration of this Agreement:

• All rights and licenses granted to Customer hereunder shall immediately cease, and Customer shall immediately cease all access to and use of the Services and Documentation.
• Customer shall promptly pay to the Company all outstanding fees accrued up to and including the effective date of termination.
• Each party shall, upon request of the other party, return or destroy (and certify such destruction) all Confidential Information of the other party in its possession or control, subject to any data retention obligations under applicable law or standard backup procedures (which shall remain subject to confidentiality obligations).
• The handling of Customer Data upon termination, including any rights to export or request deletion, will be governed by the Company's Privacy Policy and applicable law (e.g., OCPA data erasure rights ). Customer is generally responsible for exporting its data prior to termination or expiration if such functionality is provided.
• Survival: The following provisions shall survive any termination or expiration of this Agreement: Section 2 (Definitions), Section 6 (Fees, Payment, and Subscriptions, for amounts accrued prior to termination), Section 7 (Refund Policy), Section 8 (Intellectual Property Rights), Section 9 (Data Privacy and Confidentiality, for its stated duration), Section 10 (Warranties and Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13.4 (Effect of Termination), Section 14 (Governing Law and Dispute Resolution), Section 15 (General Provisions), and Section 16 (Contact Information). The survival of these clauses is critical to ensure ongoing protection for the Company regarding key legal and financial aspects even after the service relationship ends.

13.5. Suspension of Services

In addition to its termination rights, the Company reserves the right to suspend Customer's access to or use of the Services, in whole or in part, without prior notice, if: (a) Customer fails to pay any undisputed fees when due; (b) Customer violates the Acceptable Use Policy or any material term of this Agreement; or (c) the Company reasonably believes that Customer's use of the Services poses a security risk, may adversely impact the Services or other customers, or may subject the Company or any third party to liability. The Company will use commercially reasonable efforts to provide notice of suspension and to restore access promptly once the issue is resolved.

14.1. Governing Law

This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be governed by and construed in accordance with the laws of the State of Oregon, United States of America, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction. This choice of Oregon law provides predictability for the Oregon-based Company.

14.2. Dispute Resolution Process

• Informal Negotiation: The parties agree to use their best efforts to resolve any dispute arising out of or relating to this Agreement through good faith informal negotiations. Either party may initiate negotiations by providing written notice to the other party describing the subject of the dispute. The parties shall have [e.g., thirty (30) or sixty (60)] days from the date of such notice to attempt to resolve the dispute. This initial step encourages amicable resolution before more formal proceedings.
• Binding Arbitration: If the dispute cannot be resolved through informal negotiation within the specified period, then such dispute, claim, or controversy shall be resolved exclusively and finally by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services, Inc.) in accordance with its Comprehensive Arbitration Rules and Procedures then in effect (the "JAMS Rules").
  • The arbitration shall be conducted by a single neutral arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within fifteen (15) days of the demand for arbitration, the arbitrator shall be appointed in accordance with the JAMS Rules.
  • The place of arbitration shall be Portland, Oregon.
  • The language of the arbitration shall be English.
  • The arbitrator shall have the authority to award any remedy or relief that a court of the State of Oregon could award, but shall not have the authority to award punitive or exemplary damages unless expressly permitted by statute.
  • The arbitrator's award shall be final and binding upon the parties, and judgment on the award may be entered in any court having jurisdiction thereof.
• Arbitration Fees and Costs: The fees and expenses of the arbitration, including the arbitrator's fees, shall be shared equally by the parties, unless the arbitrator determines that a different allocation is appropriate in the final award. Each party shall bear its own attorneys' fees and costs incurred in connection with the arbitration, provided, however, that the arbitrator may award reasonable attorneys' fees and costs to the prevailing party as permitted by applicable law or this Agreement.
• Exceptions to Arbitration: Notwithstanding the foregoing, either party shall have the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its Intellectual Property Rights or confidentiality obligations, or to enforce payment obligations.

14.3. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND THE COMPANY AGREE THAT ANY ARBITRATION OR OTHER LEGAL PROCEEDING SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION. EACH PARTY WAIVES ANY RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION AGAINST THE OTHER. This waiver is a significant protection against costly collective litigation.

14.4. Venue for Court Proceedings

If arbitration is determined not to apply to a particular dispute, or for the purpose of enforcing an arbitration award or seeking equitable relief as permitted above, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Multnomah County, Oregon.

15.1. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the Order Form or SOW (or to such other address that may be designated by the receiving party from time to time in accordance with this section). Notices shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid).

15.2. Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.

15.3. Entire Agreement

This Agreement, together with any applicable Order Forms, SOWs, and the Privacy Policy (all of which are incorporated herein by reference), constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This clause is important to prevent claims based on side agreements or verbal promises.

15.4. Amendments

No amendment to or modification of this Agreement shall be effective unless it is in writing, identifies itself as an amendment to this Agreement, and is signed by an authorized representative of each party, except that the Company may update this ToS as provided in Section 1.4.

15.5. Assignment

Customer may not assign or transfer any of its rights or delegate any of its obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company. Any purported assignment or delegation in violation of this section shall be null and void. The Company may assign this Agreement in its entirety (including all Order Forms and SOWs), without Customer's consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

15.6. Force Majeure

Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency (including pandemics); (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; (i) shortage of adequate power or transportation facilities; and (j) material and widespread interruption of the Internet or telecommunication services not caused by the obligated party. The impacted party shall give notice promptly of the force majeure event to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and ensure the effects of such event are minimized.

15.7. Waiver

No waiver by either party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15.8. Relationship of Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15.9. Headings

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

15.10. Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its performance under this Agreement.

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