Master Services Agreement

Software Services Agreement

This Software Services Agreement, together with the Privacy Policy (available at: https://www.getsteerco.com/privacy), and the Terms of Service (available at: https://www.getsteerco.com/terms) (collectively, the “Agreement”), is entered into by and between Steerco Analytics, Inc., a Delaware corporation (“Steerco”), and the entity or individual that has executed an Order Form, Statement of Work, or otherwise purchased access to the Steerco platform (“Customer”).

By purchasing, subscribing to, or using the Steerco services, Customer agrees to be bound by this agreement, effective as of the date of such purchase or use (“Effective Date”).

By accessing or using the Steerco Services, Customer acknowledges that they have read, understood, and agree to be bound by this Agreement. If Customer does not agree, they must not access or use the Services.

In the event of any conflict between this Agreement and any separately executed Order Form or Statement of Work, the terms of such order Form or Statement of Work shall control.

WHEREAS, Steerco provides an AI SaaS platform that contextualizes customer relationship data and publicly available information to generate assets and automate tasks for “go to market teams”;

WHEREAS, Customer desires to access Steerco’s data integrations and assets for its SaaS platform, and Steerco desires to provide Customer access to the data integrations and assets, subject to the terms and conditions set forth in this Agreement.

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

1.          Definitions.

“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Authorized Users” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

“Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information collected by Provider reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

“Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

“Documentation” means any manuals, instructions, or other documents or materials that Steerco provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Steerco Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Steerco Systems as intended by this Agreement. Harmful Code does not include any Steerco Disabling Device.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Personal Information” means information that Customer provides or for which Customer provides access to Steerco, or information which Steerco creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers). Customer’s business contact information is not by itself Personal Information.

“Process” means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

“Steerco Disabling Device” means any software, hardware, or other technology, device, or means used by Steerco to disable Customer’s or any Authorized User’s access to or use of the Services.

“Steerco Materials” means the Services, Specifications, Documentation, and Steerco Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Steerco or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Steerco Systems. For the avoidance of doubt, Steerco Materials include Resultant Data and any information, data, or other content derived from Steerco’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.

“Steerco Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Steerco or any Subcontractor.

“Steerco Systems” means the information technology infrastructure used by or on behalf of Steerco in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Steerco or through the use of third-party services.

“Representatives” means, with respect to a party, that party’s employees, officers, directors, agents, independent contractors, service providers, subcontractors, and legal advisors.

“Resultant Data” means data and information related to Customer’s use of the Services that is used by Steerco in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“Services” means providing Customer with asset creations and connections to authorized third-party enterprise platforms and databases, as may be updated in Provider’s sole discretion, from time-to-time, (the “Integrations”) for Authorized Users of Customer and any enhanced support services, if purchased separately by Customer. Deployment, integration assistance, and training services, if any, are specified in individually executed SOWs and engagements.

“Specifications” means the specifications for the Services set forth in individually executed SOWs and engagements.

“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Steerco.

2.          Services.

2.1           Access and Use. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Steerco hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15.8) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Steerco shall provide to Customer the Access Credentials as of the Effective Date. The total number of Authorized Users is currently unlimited, however, Steerco reserves the right to limit access or allocate resources to in Steerco’s sole discretion, including for unreasonably-high or improper use of the Services.

2.2           Documentation License. Steerco hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15.8) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

2.3           Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:

(a)           Steerco has and will retain sole control over the operation, provision, maintenance, and management of Steerco Materials; and

(b)           Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of Steerco Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Steerco; (ii) results obtained from any use of the Services or Steerco Materials; and (iii) conclusions, decisions, or actions based on such use.

2.4           Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Steerco Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, Steerco Materials, and the Third-Party Materials are and will remain with Steerco and the respective rights holders in the Third-Party Materials.

2.5           Changes. Steerco reserves the right, in its sole discretion, to make any changes to the Services and Steerco Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Steerco’s services to its customers; (ii) the competitive strength of or market for Steerco’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services. No requested changes will be effective unless and until memorialized in a written change order signed by both parties.

2.6           Subcontractors. Steerco may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).

2.7           Suspension or Termination of Services. Steerco may, directly or indirectly, and by use of a Steerco Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Steerco Materials, without incurring any resulting obligation or liability, if: (a) Steerco receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Steerco to do so; or (b) Steerco believes, in its good faith and sole discretion, that: (i) Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 2.8 does not limit any of Steerco’s other rights or remedies, whether at law, in equity, or under this Agreement.

2.8           Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Steerco may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Steerco and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Steerco. Customer acknowledges that Steerco may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Steerco may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

3.          Use Restrictions; Service Usage and Data Storage.

3.1           Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Steerco Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, except as this Agreement expressly permits, Customer shall not:

(a)           copy, modify, or create derivative works or improvements of the Services or Steerco Materials;

(b)           rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Steerco Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(c)           reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Steerco Materials, in whole or in part;

(d)           bypass or breach any security device or protection used by the Services or Steerco Materials or access or use the Services or Steerco Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;

(e)           input, upload, transmit, or otherwise provide to or through the Services or Steerco Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

(f)            damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Steerco Systems, or Steerco’s provision of services to any third party, in whole or in part;

(g)           remove, delete, alter, or obscure any trademarks, Specifications, Documentation, EULA, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Steerco Materials, including any copy thereof;

(h)           access or use the Services or Steerco Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Steerco customer), or that violates any applicable Law;

(i)            access or use the Services or Steerco Materials for purposes of competitive analysis of the Services or Steerco Materials, the development, provision, or use of a competing software service or product or any other purpose that is to Steerco’s detriment or commercial disadvantage;

(j)            access or use the Services or Steerco Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or

(k)           otherwise access or use the Services or Steerco Materials beyond the scope of the authorization granted under this Section 3.1.

4.          Customer Obligations.

4.1           Customer Systems and Cooperation. Customer shall provide all reasonable cooperation and assistance as Steerco may reasonably request to enable the Parties to exercise their rights and perform each’s obligations under and in connection with this Agreement.

4.2           Effect of Customer Nonperformance. Steerco is not responsible or liable for any delay or nonperformance caused in whole or in part by Customer not performing or Customer’s delay in performing any of its obligations under this Agreement (each, a “Customer Nonperformance”).

4.3           Corrective Action and Notice. If Customer becomes aware of any actual or the potential of activity prohibited by Section 3.1, Customer shall, and shall cause its Authorized Users to, promptly: (a) take reasonable measures within their respective control that are necessary to stop the activity or to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Steerco Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Steerco of any such actual or potential activity.

5.          Service Levels

5.1           Service Levels. Subject to the terms and conditions of this Agreement, Steerco will use commercially reasonable efforts to make the Services Available at least ninety-nine percent (99%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section 5.1 (the “Availability Requirement”). “Service Level Failure” means a material nonperformance of the Services to meet the Availability Requirement. “Available” means the Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that is due, in whole or in part, to any: (a) act or omission by Customer or any Authorized User; (b) Customer Nonperformance; (c) Customer’s or its Authorized User’s Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Steerco pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to Section 2.7.

5.2           Service Level Failure and Remedies. In the event of a Service Level Failure, Steerco shall issue a credit to Customer in the amount of three percent (3%) of the monthly Fees for the Services due for the Service Period the Service Level Failure occurred (each a “Service Credit”), subject to the following:

(a)           Steerco has no obligation to issue any Service Credit unless: (i) Customer reports the Service Nonperformance to Steerco immediately on becoming aware of it; and (ii) requests such Service Credit in writing within seven days of the Service Level Failure; and

(b)           in no event will a Service Level Credit for any Service Period exceed six percent of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred.

Any Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. This Section 5.2 sets forth Steerco’s sole obligation and liability and Customer’s sole remedy for any Service Level Failure.

5.3           Scheduled Downtime. Steerco will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Services between the hours of 10:00 p.m. . and  2:00 a.m., Pacific Standard Time; and (b) give Customer at least seventy-two hours prior notice of all scheduled outages of the Services (“Scheduled Downtime”).

5.4           Service Support. The Services include Steerco’s standard customer support services as well as priority support via a feedback function in the Services or by contacting [email protected]  (“Support Services”) at the support levels Steerco provides with its free service plans in accordance with the Steerco service support, a current copy of which is available at Exhibit A.  Steerco may amend the Support Services from time to time in its sole discretion.

5.5           Enhanced Support. Customer may purchase enhanced support services (including custom development and professional services). If purchased, enhanced support services may include priority ticket response times, dedicated support email, product road map updates for fixes related to tickets, and professional services.

5.6           Training. Steerco will provide standard that shall include: platform administration, account and organization creation, adjusting platform settings, asset creation, integration management, and best practices. Standard training will be provided to designated administrators. Training for Authorized Users may be provided by recorded video, webcast, or otherwise, at Steerco’s sole discretion.

6.          Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. PROVIDER DOES NOT PROVIDE BACKUPS OF CUSTOMER DATA. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

7.          Security.

7.1           Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Steerco Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7.2           Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.

8.          Fees and Payment.

8.1           Fees. Customer shall pay Steerco the fees set forth in individually executed Order Forms, Statements of Work, or other Purchasing Agreements in accordance with this Section 8.

8.2           Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Steerco’s income.

8.3           Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available:

(a)           Customer shall reimburse Steerco for all reasonable costs incurred by Steerco in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

(b)           if such nonperformance continues for  fifteen days following written notice thereof, Steerco may suspend performance of the Services until all past due amounts have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

8.4           No Deductions or Setoffs. All amounts payable to Steerco under this Agreement shall be paid by Customer to Steerco in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).

8.5           Fee Increases. Steerco may increase Fees for after the first contract year of the Term including any contract year of any Renewal Term, by providing notice to Customer at least 90 calendar days prior to the commencement of that contract year.

9.          Confidentiality.

9.1           Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing: all Steerco Materials and the financial terms of this Agreement are the Confidential Information of Steerco.

9.2           Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.3           Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for a period of five years (or for a trade secret, so long as such Confidential Information remains a trade secret):

(a)           not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(b)           except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 9.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9;

(c)           safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and

(d)           promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and

(e)           ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 9.

(f)            Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

9.4           Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

10.       Intellectual Property Rights.

10.1        Steerco Materials. All right, title, and interest in and to Steerco Materials, including all Intellectual Property Rights therein, are and will remain with Steerco and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of Steerco Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to Steerco Materials are expressly reserved by Steerco. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Steerco an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

10.2        Customer Data. As between Customer and Steerco, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 10.3.

10.3        Consent to Use Customer Data. Customer hereby grants to Steerco a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Steerco to provide the Services to Customer under this Agreement.

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

11.       Representations and Warranties.

11.1        Mutual Representations and Warranties. Each party represents and warrants to the other party that:

(a)           it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

(b)           it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;

(c)           the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and

(d)           when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

11.2        Additional Steerco Representations, Warranties, and Covenants. Steerco represents, warrants, and covenants to Customer that Steerco will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

11.3        Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Steerco that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Steerco and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

11.4        DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND SECTION 11.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

12.       Indemnification.

Steerco Indemnification. Steerco shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise (any of the foregoing, an “Action”) by a third party (other than an Affiliate of Customer) that Customer’s use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party’s US patents, copyrights, or trade secrets. The foregoing obligation does not apply to the extent that the alleged infringement arises from:

(a)           Third-Party Materials or Customer Data;

(b)           access to or use of Steerco Materials in combination with any hardware, system, software, network, or other materials or service not provided by Steerco or specified for Customer’s use in the Documentation, unless otherwise expressly permitted by Steerco in writing;

(c)           modification of Steerco Materials other than: (i) by or on behalf of Steerco; or (ii) with Steerco’s written approval in accordance with Steerco’s written specification;

(d)           failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Steerco; or

(e)           act, omission, or other matter described in Section 12.2(a), Section 12.2(b), Section 12.2(c), or Section 12.2(d), whether or not the same results in any Action against or Losses by any Steerco Indemnitee.

12.2        Customer Indemnification. Customer shall indemnify, defend, and hold harmless Steerco and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Steerco Indemnitee”) from and against any and all Losses incurred by such Steerco Indemnitee resulting from any Action by a third party (other than an Affiliate of a Steerco Indemnitee) that arise out of or result from, or are alleged to arise out of or result from:

(a)           Customer Data, including any Processing of Customer Data by or on behalf of Steerco in accordance with this Agreement;

(b)           any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Steerco’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Steerco;

(c)           allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or

(d)           negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

12.3        Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 0 or Section 12.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

12.4        Mitigation. If any of the Services or Steerco Materials are, or in Steerco’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Services or Steerco Materials is enjoined or has the potential to be enjoined, Steerco may, at its sole discretion choose one of the following options at Steerco’s sole cost and expense:

(a)           obtain the right for Customer to continue to use the Services and Steerco Materials materially as contemplated by this Agreement;

(b)           modify or replace the Services and Steerco Materials, in whole or in part, to seek to make the Services and Steerco Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Steerco Materials, as applicable, under this Agreement; or

(c)           by written notice to Customer, terminate this Agreement with respect to all or part of the Services and Steerco Materials, and require Customer to immediately cease any use of the Services and Steerco Materials or any specified part or feature thereof, and refund based on the percentage of the unused, but prepaid Term remaining.

12.5        Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, POTENTIAL, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

13.       Limitations of Liability.

13.1        EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.3, IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2        CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.3, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.3        Exceptions. The exclusions and limitations in Section 13.1 and Section 13.2 do not apply to Steerco’s gross negligence or willful misconduct.

14.       Term and Termination.

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

(a)           Steerco may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such nonperformance continues more than thirty (30) days after Steerco’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 3.1, Section 7.1, or Section 9;

(b)           either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and

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

(d)           Steerco may terminate this agreement for any reason with 180 days written notice.

14.2        Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

(a)           all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;

(b)           Steerco shall immediately cease all use of any Customer Data or Customer’s Confidential Information and (i) within sixty days return to Customer, or at Customer’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer’s Confidential Information; and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all systems Steerco directly or indirectly controls, provided that, for clarity, Steerco’s obligations under this Section 14.4(b) do not apply to any Aggregated or Resultant Data;

(c)           Customer shall immediately cease all use of any Services or Steerco Materials and (i) promptly (but no later than ten (10) business days) return to Steerco, or at Steerco’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Steerco Materials or Steerco’s Confidential Information; (ii) permanently erase all Steerco Materials and Steerco’s Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to Steerco in a signed written instrument that it has complied with the requirements of this Section 14.4(c);

(d)           notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information; and (ii) Steerco may retain Customer Data; in the case of each of subclause (i) and (ii) in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Steerco may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (iv) all information and materials described in this Section 14.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;

(e)           Steerco may disable all Customer and Authorized User access to Steerco Materials;

(f)            if Customer terminates this Agreement pursuant to Section 14.1(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Steerco will refund a pro-rata percentage of Customer Fees paid in advance for Services that Steerco has not performed as of the effective date of termination;

(g)           if Customer requests in writing at least forty-five days following the effective date of expiration or termination, subject to Section 14.2(d), Steerco shall, within fifteen days following such expiration or termination, deliver to Customer the then most recent version of Customer Data maintained by Steerco, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination, including in transferring such Customer Data.

14.3        Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1, Section 9, Section 11.4, Section 12, Section 13, Section 14.2, this Section 14.3, and Section 15.

15.       Miscellaneous.

15.1        Further Assurances. On a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

15.2        Relationship of the 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.

15.3        Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that either party may, without the other party’s consent, include such party’s name and other indicia in its lists of current or former customers in promotional and marketing materials.

15.4        Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 15.4):

If to Steerco:

101 E Washington St #861Poenix, AZ 85004
Email: [email protected]
Attention:        Will Aja - COO

If to Customer:

Reference individual Order Form, Statement of Work, or other Purchasing Document

Notices sent in accordance with this Section 15.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

15.5        Interpretation. For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

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

15.7        Entire Agreement. This Agreement, together with the Privacy Policy (available at: https://www.getsteerco.com/privacy) and the Terms of Service (available at: https://www.getsteerco.com/terms), constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein) and the Privacy Policy and Terms of Service, the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, attachments, and appendices; (b) second, the exhibits, schedules, attachments, and appendices to this Agreement as of the Effective Date; and (c) third, the Privacy Policy and Terms of Service.

15.8        Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Steerco’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Steerco’s prior written consent is required. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 15.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

15.9        Force Majeure.

(a)           No Breach or Default. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any nonperformance or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such nonperformance or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; and (vi) shortage of adequate power or transportation facilities. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.

(b)           Affected Party Obligations. In the event of any nonperformance or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the nonperformance or delay and minimize the effects of such Force Majeure Event.

15.10     No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

15.11     Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; 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.

15.12     Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, 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 that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.13     Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona in each case located in the city of Phoenix and County of Maricopa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

15.14     Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9 or, in the case of Customer, Section 3.1, Section 4.3, or Section 7.1, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

15.15     Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

15.16     Counterparts; Electronic Execution This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together constitute a single instrument. Execution and delivery of this Agreement, or any related document, by electronic signature (including click-through acceptance, purchase of platform, digital signature, or scanned copy) or electronic transmission (including facsimile or email) will have the same legal effect as delivery of an original signed version.

EXHIBIT A

SUPPORT

1. Standard Support

Customer will have access to the following standard support channels:

·       Support Email: Access to Steerco’s support team via the designated support email address.

·       In-App Feedback Portal: In-app feedback and feature request tools to submit issues and product suggestions.

·       Roadmap Updates: Regular communication on product enhancements, release notes, and roadmap changes.