Terms of Service

For purposes of this Agreement:

(a) “Authorized User” means an employee, contractor, or temporary worker of Subscriber (or its Affiliates, as applicable) that Subscriber authorizes to access or use the Services on Subscriber’s behalf;

(b) “Affiliate” means an entity controlling, controlled by, or under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of such entity;

(c) “Subscriber Data” means data, content, records, files, or other information submitted to, imported into, stored in, transmitted through, or otherwise made available to the Services by or for Subscriber, excluding Service Data and De-Identified Data;

(d) “De-Identified Data” means data and information derived from Subscriber Data or Subscriber’s use of the Services that has been aggregated and/or de-identified so that it does not identify Subscriber, any individual, or any specific project as the source;

(e) “Documentation” means Inertia’s standard user manuals, online help, technical documentation, and policies for the Services made generally available to licensees by Inertia;

(f) “Order Form” means a written ordering document, order form, or renewal form with respect to the Services that is in a form prescribed by Inertia, that references this Agreement and that is executed by both parties;

(g) “Professional Services” means any consulting, migration, integration, or other services that Inertia may agree to provide under a separate mutually executed professional services agreement, professional services order, or statement of work (for clarity, Implementation and Training Services and Support are not Professional Services for the purposes of this Agreement);

(h) “Service Data” means operational, diagnostic, telemetry, usage, support, and technical data relating to the performance, operation, support, security, and use of the Services, including metadata, log data, clicks, session records, feature utilization, error reports, and performance statistics, but excluding Subscriber Data in identifiable form;

(i) “Implementation and Training Services” means the services described at inertiablade.ai/legalCF/implementationoverview;

(j) “Subscription Term” means the initial subscription term and any renewal term stated in the applicable Order Form;

(k) “Sensitive Data” means (1) any data (A) that is “sensitive personal information”, falls within a “special category of personal data”, or is otherwise so identified under statute, including without limitation protected health information under HIPAA, cardholder data subject to PCI DSS, criminal justice data, export-controlled technical data, biometric identifiers used for unique identification, government-issued identification numbers, and financial account credentials, or (B) that Subscriber identifies in writing to Inertia as Sensitive Data, and (2) any other data type designated by Inertia in writing as prohibited absent Inertia’s prior written approval;

(l) “Contributor” means each entity that has executed a Joinder to this Agreement in the form prescribed by Inertia from time to time;

(m) “Project” means each project identified by Subscriber on the Joinder referred to in clause (m) above; and

(n) “Support” means the support services described at inertiablade.ai/legalCF/supportoverview.

(a) Subject to the terms of this Agreement and Subscriber’s timely payment of all fees, Inertia grants to Subscriber during the applicable Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable subscription license to access and use the Services and Documentation solely for Subscriber’s internal business operations and solely in accordance with this Agreement, the Documentation, and the applicable Order Form. Without limiting the generality of the foregoing, Subscriber may access and use the Services to generate the Reports described in Section 6.1 below. Subscriber’s access to and use of the Services is account-based and credentialed, and Subscriber is responsible for all access to and use of the Services through its account and those credentials.

(b) Subscriber grants Inertia and its subcontractors a worldwide, royalty-free, fully-paid and non-exclusive right to host, copy, transmit, display, adapt, process, export, and otherwise use Subscriber Data as necessary to provide, secure, monitor, troubleshoot, support, maintain, improve, and enforce the Services and this Agreement, to create and use De-Identified Data and Service Data, and to comply with applicable law.

(c) Subscriber may invite one or more Contributors to join in this Agreement as respects one or more Projects. Each Contributor shall be deemed a “Subscriber” for the purposes of this Agreement, and the obligations of each Contributor and Subscriber hereunder shall be several and not joint. Upon the execution by each Contributor of a Joinder to this Agreement in the form prescribed by Inertia from time to time, Subscriber agrees that

(i) The license granted to Inertia under clause (b) above shall include the right of Inertia to share Subscriber Data with each Contributor and among Contributors with respect to the Project that is the subject of the Joinder,

(ii) each Contributor may access, use, share and export Subscriber Data for the purposes of performing its obligations with respect to the Project that is the subject of the Joinder and in compliance with all terms and conditions of this Agreement, including without limitation those of confidentiality, and

(iii) the data, content, records, files, or other information submitted to, imported into, stored in, transmitted through, or otherwise made available to the Services by or for a Contributor, excluding Service Data and De-Identified Data, will be deemed “Subscriber Data” for the purposes of this Agreement and the Joinder and will be shared and sharable to and by Subscriber, that Contributor and other Contributors, but otherwise owned by the Contributor making any of the foregoing available to the Services.

(d) As defined in FAR § 2.101, the Services, their associated software, and the Documentation are “commercial items” and, according to DFAR § 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR § 227.7202 and FAR § 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Subscriber’s Authorized Users may access and use the Services under Subscriber’s subscription license to the Services. Subscriber Affiliates and their Authorized Users may access and use the Services under Subscriber’s subscription license to the Services only if expressly so authorized in an Order Form. Subscriber is responsible for all acts and omissions of its Affiliates and Authorized Users using the Services through Subscriber’s accounts or credentials.

Inertia does not provide Professional Services under this Agreement. If Subscriber requests Professional Services and Inertia agrees to provide them, such Professional Services may be provided under Inertia’s then-current rates and terms as set forth in a separate written agreement in a form prescribed by Inertia and executed by the parties.

Inertia may update, enhance, modify, or replace the Services from time to time, provided the Services continue to perform in all material respects as described in the then-current Service Level Agreement. Inertia is not obligated to deliver any future functionality unless expressly stated in an executed Order Form.

The Services may interoperate with third-party products, applications, data sources, hosting environments, or services. Subscriber’s use of any third-party offerings is governed solely by the applicable third-party terms, and Inertia is not responsible for third-party services except to the extent expressly stated in an Order Form or Professional Services Agreement.

Any beta, evaluation, pilot, preview, or free-of-charge feature or service is provided “AS IS,” may be modified or discontinued at any time, may be subject to additional terms, and is excluded from any and all warranties, service commitments, and indemnities, whether or not set forth in this Agreement, to the maximum extent permitted by law.

Subscriber is responsible for:

(a) all activity occurring under Subscriber’s accounts, and without limiting the generality of the foregoing, shall be responsible for entering its Subscriber Data into the Services and the maintenance of the Subscriber Data supplied by it, and for transmission of any Subscriber Data that contains viruses, Trojan horses, and comparable elements with the intent to harm the Services and any infrastructure used by Inertia and its subcontractors to provide the Services;

(b) maintaining the confidentiality of account credentials;

(c) ensuring that Subscriber Data and Subscriber’s use of the Services comply with this Agreement and applicable law;

(d) obtaining all rights, notices, consents, and permissions necessary for Inertia to process Subscriber Data as contemplated by this Agreement;

(e) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”), for maintaining the security of the Equipment, and for all uses of the Equipment; and

(f) using commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notifying Inertia of any such unauthorized access or use.

Subscriber will not, and will not permit any third party to:

(a) sell, resell, rent, lease, license, sublicense, distribute, or otherwise make the Services available to any third party except as expressly permitted by this Agreement;

(b) use the Services to provide a service bureau, outsourcing, timesharing, or managed-service offering for third parties;

(c) reverse engineer, decompile, disassemble, decode, translate, or otherwise attempt to derive source code, trade secrets, or underlying ideas from the Services;

(d) modify, copy, or create derivative works of the Services or any documentation applicable thereto;

(e) access the Services for purposes of competitive analysis or to build a competing product or service;

(f) remove or obscure any proprietary notices contained in or displayed by the Services or any documentation applicable thereto;

(g) interfere with or disrupt the integrity, performance, or security of the Services;

(h) circumvent usage limits, technical restrictions, or security controls; or

(i) use the Services in a manner prohibited by this Agreement or applicable law.

Subscriber will not publish any benchmark, performance, security test, or comparative analysis regarding the Services without Inertia’s prior written consent, which may be withheld, delayed or conditioned in Inertia’s sole discretion. Subscriber will not issue any press release or public statement specifically naming Inertia or the Services without Inertia’s prior written approval, except as required by law.

Subscriber will pay all fees set forth in each Order Form when due. Except as expressly stated otherwise in this Agreement, all fees are non-cancellable and non-refundable, and all committed subscription and other fees under an Order Form remain payable for the applicable Subscription Term. Unless otherwise stated in an Order Form, Inertia may invoice subscription fees annually in advance, and Subscriber will pay undisputed invoices within thirty (30) days after receipt.

Fees are exclusive of all sales, use, value-added, goods and services, withholding, excise, gross receipts, transaction, and similar taxes, duties, and levies. Subscriber is solely responsible for, and will pay, all such taxes arising from or relating to its purchase of subscriptions to the Services or other offerings under this Agreement and any Order Form, other than taxes imposed on Inertia based on its net income, franchise taxes, property taxes, or employment taxes. If Inertia is required to collect or remit any such taxes, Inertia may invoice Subscriber for those amounts and Subscriber will pay them unless Subscriber provides a valid exemption certificate authorized by the applicable taxing authority.

Overdue undisputed amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. If any undisputed amount remains unpaid more than ten (10) days after written notice of delinquency, Inertia may suspend access to the Services until all past-due amounts are paid in full.

Any Subscriber purchase order, Inertia onboarding form, portal click-through, or similar Subscriber procurement document is for Subscriber’s administrative convenience only. No terms contained in any such document will modify this Agreement, and any additional or inconsistent terms are void unless expressly accepted by Inertia in a writing signed by an authorized representative of Inertia that specifically references this Section 4.3.

Unless otherwise stated in the applicable Order Form, Inertia may increase recurring fees for any renewal term by providing written notice at least forty-five (45) days before the renewal start date.

As between the parties, Inertia and its licensors own all right, title, and interest in and to the Services, Documentation, Service Data, De-Identified Data, the Reports defined in Section 6.1 below, usage methodologies, visualizations, templates, workflows, know-how, software, algorithms, models, interfaces, and all improvements, modifications, updates, and derivative works thereof, together with all related intellectual property rights. No rights are granted to Subscriber other than the limited access and use license expressly set forth in this Agreement.

As between the parties, Subscriber retains all right, title, and interest in and to Subscriber Data, subject to the rights granted to Inertia in this Agreement.

If Subscriber, a Subscriber Affiliate, or any Authorized User provides ideas, suggestions, enhancement requests, recommendations, corrections, or other feedback relating to the Services or Professional Services (all of the foregoing, “Feedback”), such Feedback and all rights thereto are hereby assigned, transferred and conveyed to Inertia and Inertia may use, disclose, reproduce, license, and otherwise exploit such Feedback without restriction or obligation, monetary or otherwise.

Inertia may process Subscriber Data for the following purposes:

(a) to provide, host, operate, secure, maintain, support, and improve the Services;

(b) to prevent fraud, abuse, misuse, and security incidents;

(c) to verify compliance with this Agreement;

(d) to generate analytics, reports, and insights requested by or made available to Subscriber in connection with the license granted to Subscriber hereunder (all, “Reports”);

(e) to develop, train, tune, test, validate, and improve features, automation, analytics, and machine-learning or artificial-intelligence capabilities using Service Data and De-Identified Data; and

(f) to comply with law, legal process, or lawful governmental request.

Inertia will not disclose Subscriber Data to third parties except as permitted by this Agreement, as necessary to provide the Services, as set forth in its Privacy Policy found at https://go.inertiasystems.com/privacy-policy or as required by law.

Inertia may collect, generate, and use Service Data and De-Identified Data during and after the Subscription Term for any lawful business purpose, including service administration, security, product development, analytics, benchmarking, capacity planning, feature adoption analysis, industry trend reporting, quality assurance, and the development, training, tuning, and improvement of algorithms, machine-learning systems, and artificial-intelligence tools; provided that De-Identified Data will not identify Subscriber, any individual, or any specific project as the source.

Subscriber authorizes Inertia to use subcontractors, cloud providers, and other subprocessors in connection with the Services, provided Inertia remains responsible for their performance to the same extent as if performed by Inertia. Subscriber acknowledges that the Services may be hosted by third-party infrastructure providers and that Subscriber Data may be processed in the United States and other jurisdictions where Inertia or its subprocessors maintain operations.

Inertia will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Subscriber Data against unauthorized access, use, alteration, or disclosure. Such safeguards may include access controls, authentication controls, logging, encryption in transit, reasonable backup procedures, and employee confidentiality obligations. Subscriber acknowledges that no system is perfectly secure and that Inertia does not guarantee absolute security.

If Inertia becomes aware of a confirmed unauthorized acquisition of Subscriber Data in Inertia’s possession or control that materially compromises the security, confidentiality, or integrity of Subscriber Data (a “Security Incident”), Inertia will notify Subscriber without undue delay and in accordance with applicable law. Inertia’s notice may be provided in phases as information becomes available and will describe the nature of the Security Incident, to the extent known, and the remediation steps Inertia is taking. Inertia’s notification of or response to a Security Incident is not an admission of fault or liability.

For a period of thirty (30) days after the expiration or termination of this Agreement, Subscriber may request export of Subscriber Data in Inertia’s then-standard format, provided Subscriber has paid all amounts due and pays Inertia’s applicable data export fee, which will be determined by Inertia at the time of the request based on the scope, format, volume, and complexity of the export. Following that period, Inertia may delete Subscriber Data from production systems in accordance with its standard retention practices, except for archived or backup copies maintained in the ordinary course, data retained for legal or compliance purposes, and De-Identified Data and Service Data, each of which Inertia shall continue to own and may retain and use in accordance with this Agreement. Handling and retention of Subscriber Data other than as described in this Section is available at Inertia’s then-current terms and conditions, including fees.

Unless expressly approved in writing by Inertia in a separate written addendum to this Agreement, Subscriber will not submit to the Services any Sensitive Data. Before submitting, publishing, uploading, storing, or otherwise making Subscriber Data available through the Services, Subscriber must identify in writing to Inertia any Subscriber Data that Subscriber considers to be Sensitive Data so that Inertia may evaluate the data, determine whether additional safeguards, configurations, limitations, fees, or contract terms are required, and apply commercially reasonable protective measures as agreed by the parties. Inertia has no obligation to monitor for or otherwise identify Sensitive Data, and if Subscriber submits Sensitive Data without prior written identification and approval of Inertia, Inertia shall have no responsibility or liability with respect to such Sensitive Data, Subscriber does so at its own risk and remains responsible for such submission and all consequences resulting therefrom.

If and to the extent required by applicable data protection law for Subscriber’s authorized use of the Services, the parties will negotiate in good faith a mutually acceptable data processing addendum.

Each party (the “Receiving Party”) may receive non-public information disclosed by the other party (the “Disclosing Party”) that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Subscriber Data is Subscriber’s Confidential Information. The Services, Documentation, Service Data, non-public pricing, product roadmaps, security information, and technical information relating to the Services are Inertia’s Confidential Information.

The Receiving Party will: (a) use the Disclosing Party’s Confidential Information only to perform or exercise its rights and licenses under this Agreement; (b) protect such Confidential Information using at least reasonable care and no less than the care it uses to protect its own similar information; and (c) disclose such Confidential Information only to its employees, contractors, professional advisers, subcontractors who have a need to know it and are bound by confidentiality obligations no less protective than those in this Agreement. Without limiting the generality of the foregoing, Inertia may disclose Subscriber’s Confidential Information to Contributors, and vice versa, in connection with the provision of the Services.

Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the Receiving Party without confidentiality obligation before disclosure; (iii) is lawfully received from a third party without breach of any confidentiality obligation; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives the Disclosing Party prompt notice (to the extent legally permitted) and reasonable cooperation, at the Disclosing Party’s expense, to seek confidential treatment or limit disclosure.

(a) Each party represents that it has the authority to enter into this Agreement.

(b) Inertia warrants during the applicable Subscription Term that it will use commercially reasonable efforts to make the Services available at all times under normal authorized use. Subscriber’s exclusive remedy and Inertia’s sole obligation for breach of this Section will be, at Inertia’s option, to use commercially reasonable efforts to correct the unavailability within a reasonable period of time following notice of unavailability.

The warranties in this Section do not apply to nonconformities or unavailability caused by: (i) Subscriber Data; (ii) misuse of the Services; (iii) use contrary to the Documentation or this Agreement; (iv) Subscriber systems, third-party products, or integrations not supplied by Inertia; (v) unauthorized modifications; (vi) beta, pilot, or free features; or (vii) scheduled downtime for updating.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” INERTIA AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY OF RESULTS, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

This Section sets forth each party’s sole obligations and exclusive remedies for third-party claims covered by this Agreement.

Inertia will defend Subscriber against any third-party claim alleging that Subscriber’s authorized use of the Services infringes or misappropriates such third party’s patent, copyright, trademark, or trade secret rights, and Inertia will pay any damages, costs, and reasonable attorneys’ fees finally awarded against Subscriber or agreed in settlement by Inertia in connection with such claim, provided Subscriber:

(a) promptly notifies Inertia in writing of the claim;

(b) grants Inertia sole control of the defense and settlement; and

(c) reasonably cooperates with Inertia at Inertia’s expense.

Inertia will have no obligation under this Section to the extent a claim arises from (i) Subscriber Data, (ii) modifications not made by Inertia, (iii) combinations with products, services, or processes not provided by Inertia, (iv) use of the Services after Inertia has provided a non-infringing alternative, or (v) Subscriber’s use of the Services in breach of this Agreement or the Documentation.

If the Services are, or in Inertia’s opinion are likely to be, subject to such an infringement or misappropriation claim, Inertia may, at its option and expense:

(a) procure for Subscriber a license to continue using the affected Services;

(b) modify or replace the affected Services so they become non-infringing without materially reducing core functionality; or

(c) terminate the affected Services and refund on a prorated basis any prepaid fees for the terminated portion of the affected Subscription Term. This Section states Inertia’s entire liability and Subscriber’s exclusive remedy for any infringement or misappropriation claim.

Subscriber will defend, indemnify, and hold harmless Inertia and Inertia’s Affiliates, and their respective officers, directors, employees, and subcontractors from and against any third-party claim, demand, investigation, or proceeding, and any resulting damages, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) Subscriber Data; (b) Subscriber’s, Subscriber’s Affiliate’s, or any Authorized User’s use of the Services in violation of this Agreement, the Documentation, or applicable law; (c) Subscriber’s or a Subscriber’s Affiliate’s breach of Section 6.7 (Prohibited Data); or (d) any third-party product, content, or instruction supplied by or on behalf of Subscriber or a Subscriber Affiliate for use with the Services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS LICENSORS OR SUBCONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR LOSS, CORRUPTION, OR INACCURACY OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INERTIA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY LICENSEE TO INERTIA UNDER THE APPLICABLE ORDER FORM FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF THE CLAIM ARISES DURING THE FIRST TWELVE (12) MONTHS OF THE SUBSCRIPTION TERM, THE CAP WILL BE THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM DURING SUCH PERIOD.

The limitations in Section 10.1 do not apply to: (a) Subscriber’s payment obligations; (b) either party’s breach of the other party’s confidentiality obligations, except for breaches caused by a party’s willful misconduct; (c) Subscriber’s breach of any of the terms of Section 3; or (d) either party’s indemnification obligations.

This Agreement begins on the Effective Date and continues until all Subscription Terms have expired or been terminated. Each Order Form will remain in effect for the Subscription Term stated therein. Unless an Order Form states otherwise, each Subscription Term will automatically renew for successive one-year renewal terms unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term.

Either party may terminate this Agreement or an affected Order Form for the other party’s material breach if the breaching party fails to cure such breach within thirty (30) days after written notice, except that Inertia may terminate this Agreement and/or any and all Order Forms immediately for Subscriber’s breach of Section 3 or for nonpayment that remains uncured ten (10) days after written notice.

Inertia may suspend Subscriber’s access to the Services immediately if Inertia reasonably believes: (a) Subscriber’s or an Authorized User’s use of the Services poses a security risk to the Services or any third party; (b) Subscriber is using the Services in violation of law or Section 3.1; (c) continued provision of the Services could subject Inertia or its subcontractors to liability; or (d) Subscriber is delinquent in payment as described in Section 4.2. Inertia will provide as much advance notice as is feasible or permitted under the circumstances and use reasonable efforts to limit any suspension to the minimum extent and duration reasonably necessary under the circumstances.

Upon expiration or termination of this Agreement or the applicable Order Form: (a) Subscriber’s and all Contributors’ rights to access and use the Services will immediately cease; (b) Subscriber will cease all use of the Documentation and any applicable software or credentials provided by Inertia; (c) all accrued payment obligations become immediately due; and (d) if Subscriber terminates an Order Form or this Agreement other than for Inertia’s uncured material breach, Subscriber remains responsible for all fees committed for the remainder of all then-current Subscription Terms. Except as expressly stated in this Agreement, no termination will relieve Subscriber of its obligation to pay fees accrued or payable for the applicable Subscription Term.

Sections 3.1, 4, 5, 6.2, 6.6, 7, 8.2, 9, 10, 11.3, 11.4, 12, 13, and 14 will survive expiration or termination of this Agreement.

Subscriber will comply with all laws applicable to its use of the Services, including export control, sanctions, anti-corruption, and privacy laws. Subscriber will not use or permit use of the Services in connection with any unlawful, fraudulent, harmful, infringing, threatening, abusive, or deceptive activity, nor in any manner that would cause Inertia to violate applicable law or third-party obligations.

Subscriber acknowledges that the Services, software, and related technical information may be subject to export control and sanctions laws of the United States and other jurisdictions. Subscriber will not export, re-export, transfer, or make available the Services or any related technology in violation of such laws.

Unless otherwise stated in an Order Form, Inertia may identify Subscriber by name and logo as a Subscriber of Inertia in customer lists, investor materials, and ordinary-course marketing materials, provided Inertia does not disclose Subscriber’s Confidential Information. Subscriber may opt out of this Section by providing written notice to Inertia at any time, in which case Inertia will cease new use of Subscriber’s name and logo within a commercially reasonable period.

In the event of a conflict, the following order of precedence applies: (a) the applicable Order Form, but only with respect to the specific Services ordered thereunder; (b) any mutually executed Statement of Work that expressly references this Agreement; and (c) this Agreement. No preprinted or electronic terms in any Subscriber procurement document will apply unless expressly accepted by Inertia in writing as described in Section 4.3.

Subscriber may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder, whether by operation of law, change in control or otherwise, without Inertia’s prior written consent, which consent shall not be unreasonably withheld. Inertia may assign this Agreement without Subscriber’s consent but with notice to Subscriber to an Inertia Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its business or assets.

This Agreement and all disputes arising out of or relating to it are governed by the laws of the State of California, excluding its conflicts of law principles. The state and federal courts located in California will have exclusive jurisdiction and venue, and each party irrevocably submits to such jurisdiction and venue.

Legal notices under this Agreement must be in writing and delivered by personal delivery, recognized overnight courier, or email with confirmation of transmission to the notice addresses set forth in the applicable Order Form or to such other address as a party may designate by notice.

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, labor disputes, utility failures, internet outages, acts of government, war, terrorism, civil unrest, epidemics, pandemics, transportation disruptions, or failures of hosting providers or telecommunications networks, except that Subscriber’s payment obligations are not excused by this Section.

The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, fiduciary, employment, or agency relationship between the parties.

This Agreement, together with all incorporated Order Forms and Statements of Work, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, communications, and agreements relating to such subject matter. Any amendment, waiver, or modification must be in writing and signed by both parties. A failure to enforce any provision is not a waiver of future enforcement.

If any provision of this Agreement is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

This Agreement and any Order Form may be executed in counterparts, including by electronic signature or PDF exchange, each of which is deemed an original and all of which together constitute one instrument.