Terms of Service

This Software-as-a-Service Agreement (this “Agreement”) is between the customer identified on the Order (“Customer”) and Definable Solutions®, Inc. (dba Munetrix and School Data Solutions) (“Company”) as of the Effective Date (as defined herein). This Agreement shall govern Customer’s initial purchase as well as any future purchases made by Customer. Company provides the products and services listed on an Order on a subscription basis (each, a "Subscription"). The term of each Subscription is designated in the applicable Order (each, a "Subscription Term").

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BY ACCESSING THE SERVICES, EXECUTING AN ORDER INCORPORATING THESE TERMS, OR CLICKING “ACCEPT” TO THESE TERMS, CUSTOMER IS EXPRESSLY ACCEPTING AND AGREEING TO THIS AGREEMENT. IF CUSTOMER IS AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS CUSTOMER’S EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES EITHER YOURSELF OR ON BEHALF OF THE ENTITY. COMPANY MAY MODIFY THESE TERMS FROM TIME TO TIME WITH NOTICE TO CUSTOMER OR BY POSTING THE MODIFIED TERMS ON THE COMPANY WEBSITE. TOGETHER WITH SUCH MODIFIED TERMS, COMPANY WILL IDENTIFY THE EFFECTIVE DATE OF THE MODIFICATIONS BY INDICATING WHEN THE AGREEMENT WAS LAST UPDATED. Notwithstanding the foregoing, any evaluation or trial license shall be subject to Section 10 of this Software-as-a-Service Agreement.

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1. DEFINITIONS. Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

1. “Confidential Information” means any information disclosed by one party (“Discloser”) to the other (“Recipient”), directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as confidential, proprietary, or similar designation, or learned by the Recipient when such information would reasonably be understood to be confidential. Customer Data shall be considered Customer’s Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain through no act or omission of Recipient; (b) known to the Recipient, without restriction, at the time of disclosure as shown by the files of Recipient in existence at the time of disclosure; (c) rightfully obtained by the Recipient on a non-confidential basis from a third party; or (d) independently developed by the Recipient without any use of Discloser’s Confidential Information.
2. “Customer Data” means all information, data, and other content that is submitted or otherwise transmitted by Customer to Company via the Services. For avoidance of doubt, Customer Data does not include data and information related to Customer’s use of the Services that is used by Company in an aggregate and/or anonymized manner, including to compile statistical and performance information related to the Services, or any other information reflecting Customer’s access and use of the Services (“Anonymized Usage Data”)
3. “Documentation” means the Services specifications, user guides, and other related documentation relating to the Services made available to Customer by Company.
4. “Order” means the digital or physical ordering document or webpage identifying the Services and related fees as applicable for Customer’s purchases from Company.
5. “Services” means the software-as-a-service subscription and support services provided by Company to Customer under this Agreement as further described in the applicable Order. Services excludes any Third-Party Products.
6. “Third-Party Products” means materials and information, in any form or medium, including any software, open source software, content, products, or components of or relating to the Services that are not proprietary to Company.
7. “User” means an individual authorized by Customer to access or use the Services for Customer’s internal business purposes in accordance with the terms of this Agreement and the applicable Order. Users may include but are not limited to employees, consultants, contractors, students, parents of students, administrators, and agents of Customer or its affiliates subject at all times to the restrictions set forth in this Agreement.

2. ‍USE OF SERVICES ‍
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   1. License and Access. During an applicable Subscription Term, Company and subject to the terms and conditions contained herein, Company grants Customer a non-transferable, non-sublicensable, non-exclusive, limited license for Customer and its Users to access and use the Services, but only in accordance with (a) this Agreement, (b) the Documentation, and (c) the applicable Order.
   2. ‍Support. During an applicable Subscription Term, Company will provide support services in accordance with the Service Level Agreement available at definable.com/service-level-agreement, as applicable to the products and support purchased via an Order.
3. ‍GENERAL RESTRICTIONS.
   
   1. Customer agrees that (a) Customer is responsible for (i) assigning User accounts, (ii) managing User access, (iii) deactivating Users that no longer need or should no longer have access to the Services, (iv) assigning and managing appropriate User access levels, User roles, and User permissions; (b) Customer is responsible for Customer’s and its Users’ conduct while accessing or using the Services and for any consequences thereof; and (c) Customer shall use the Services only for purposes that are legal, proper and in accordance with this Agreement, the Order, and any applicable laws or regulations.
   2. Customer shall not, and shall not encourage or permit any User or third party to: (a) modify, adapt, alter, translate, or create derivative works of the Services; (b) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Services, in whole or in part, except to the extent that such activities are permitted under applicable law; (c) distribute, license, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party; (d) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Company or its licensors or suppliers contained on or within any copies of the Services; (e) use the Services for the purpose of creating a product or service competitive with the Services; (f) remove, minimize, block or modify any notices of Company or its licensors or suppliers in the Services; or (g) use the Services other than as described in the applicable Documentation or for any unlawful purpose. Customer is responsible for: (i) ensuring that its usage of the Services does not exceed any limits set forth in the Documentation or applicable Order; (ii) maintaining the security of Customer’s account and passwords. Company reserves the right to suspend Customer’s access to the Services if Company determines Customer is in violation of these restrictions.
4. ‍INTELLECTUAL PROPERTY ‍
   
   1. Ownership of Services. Customer acknowledges and agrees that (a) this Agreement does not transfer to Customer any Company or third-party intellectual property rights; (b) as between Company and Customer, Company owns all right, title, and interest in and to the Services and Documentation; (c) Company shall, notwithstanding any other term of this Agreement, remain the owner of the Services and Documentation; (d) Company owns the Anonymized Usage Data. Nothing herein will be construed as restricting or prohibiting Company from utilizing the Anonymized Usage Data in any way, including to optimize and improve the Services so long as the Anonymized Usage Data remains aggregated and de-identified, or to enforce this Agreement.
   2. ‍Third-Party Products With respect to Third-Party Products, the applicable third-party provider owns all right, title, and interest in the Third-Party Products, and any part of the Services that contains or utilizes Third-Party Products is distributed and made available under the terms of their applicable license agreements. Unless otherwise expressly provided in this Agreement, Customer shall not acquire any proprietary right, title or interest in or to any intellectual property rights in the Services, Documentation, or Third-Party Products. All rights not expressly granted by Company are reserved. ‍
   3. ‍Open Source Software. Certain items of software used in the Services are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 2.1 or 2.2. Instead, each item of Open Source Software is licensed under the terms of the end- user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software; provided, however, that Company represents and warrants that no such Open Source Software license terms are: (i) materially inconsistent with terms herein, or (ii) restricts or prevents the intended use of the Services.
   4. ‍Feedback. Customer may submit to Company bug reports, comments, feedback or ideas about the Services, including without limitation about how to improve the Services (“Feedback”). By submitting any such Feedback, Customer hereby assigns to Company all right, title, and interest in and to the Feedback, if any.
   5. ‍Customer Data. Customer hereby grants to Company a non-exclusive, worldwide, royalty-free, sublicensable and non-transferable (except in accordance with Section 13 of this Agreement) license to copy, display, distribute, modify and otherwise use the Customer Data and Customer’s trademarks, service marks, tradenames and logos (collectively, “Customer Marks”) as solely as required to provide the Services in accordance with the terms of this Agreement and in accordance with Customer’s use guidelines as provided to Company from time to time. As between the parties, Customer owns all right, title and interest in the Customer Data and Customer Marks.‍
5. FEES
   Customer shall pay Company the fees set forth in the Order (the “Fees”). Company shall invoice Customer for such Fees on the schedule set forth on the Order and the amounts set forth in such invoices shall be due from Customer within thirty (30) days of receipt. To the extent permitted by applicable law, Customer shall pay interest on any overdue balance at the rate of 1 ½% per month or the maximum permitted by law, whichever is less. All taxes and other governmental charges (except for income taxes), if any, imposed on Customer payments hereunder shall be deemed to be in addition to the Fees charged, and borne solely by Customer. If Company has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. In addition to any of Company’s other rights or remedies, Company reserves the right to disable or suspend Customer’s and its User’s access to the Company Platform for any failure by Customer to pay due invoices in accordance herein. Except as otherwise expressly set forth in this Agreement, all payments by Customer hereunder are non-refundable.
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6. ‍REPRESENTATIONS AND WARRANTIES
   
   1. Each party represents and warrants that: (a) it has the full power and authority necessary to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a valid and binding obligation; (c) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations; (d) its performance of its obligations under this Agreement will not violate any provision of any agreement to which it is a party or by which it is bound; (e) it has all rights, licenses and permits necessary to perform its obligations under this Agreement.
   2. Customer represents and warrants that (a) the Customer Data shall not (i) to Customer’s knowledge, infringe any copyright, trademark, or patent right, (ii) shall not be deceptive, libelous, obscene, pornographic or unlawful, (iii) contain any viruses, worms or other malicious computer programming codes intended to damage Company’s system or data or (vi) otherwise violate any privacy or other right of any third party; (b) Company’s use of the Customer Data as permitted hereunder will not violate any rights of any person; (c) Customer has all rights necessary to provide the license to Customer Data in Section 4.5; and (d) in the event that any Customer Data is inaccurate, Company shall not be responsible for such inaccuracy or otherwise in connection with the inaccuracy of the Services due to such inaccurate Customer Data.
7. ‍DISCLAIMER AND LIMITATION OF LIABILITY. ‍
   
   1. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” AND COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. COMPANY DOES NOT WARRANT ANY THIRD-PARTY PRODUCTS OR SERVICES.
   2. ‍Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) EXCEPT FOR DAMAGES ARISING FROM A PARTY’S INDEMNITY OBLIGATIONS IN SECTION 9, BREACH OF CONFIDENTIALITY OBLIGATIONS IN SECTION 8.1, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, OR INTERRUPTION OF BUSINESS) ARISING FROM THIS AGREEMENT.
   3. Liability Cap. EXCEPT FOR DAMAGES ARISING FROM A PARTY’S INDEMNITY OBLIGATIONS IN SECTION 9, BREACH OF CONFIDENTIALITY OBLIGATIONS IN SECTION 8.1, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL A PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID AND PAYABLE BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION.
   4. FOR A PARTY’S INDEMNITY OBLIGATIONS IN SECTION 9 OR A BREACH OF CONFIDENTIALITY OBLIGATIONS IN SECTION 8.1, IN NO CASE SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY EXCEED THREE TIMES (3X) THE AMOUNTS PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION.
8. ‍CONFIDENTIALITY; PRIVACY; DATA SECURITY ‍
   
   1. Confidentiality. Each party (“Discloser”) may provide the other party (“Recipient”) with Confidential Information. Recipient shall not disclose the Discloser's Confidential Information to any person or entity, except to the Recipient 's employees or representatives who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, If Recipient is compelled by a court or other competent authority or applicable law to disclose Confidential Information of Discloser, it shall, to the extent permitted by applicable law, give Discloser prompt written notice and shall provide Discloser with reasonable cooperation at Discloser’s expense so that Discloser may take steps to oppose such disclosure or obtain a protective order. Recipient shall not be in breach of its obligations in this Section 8.1 if it makes any legally compelled disclosure provided that Recipient meets the foregoing notice and cooperation requirements. On the expiration or termination of the Agreement, Recipient shall promptly return to Discloser all copies, whether in written, electronic, or other form or media, of the Discloser's Confidential Information, or delete or destroy all such copies and, upon request, certify in writing to Discloser that such Confidential Information has been deleted or destroyed.
   2. ‍Data Security and Privacy Policy. Company agrees that shall implement and maintain commercially reasonable administrative, technical and physical security measures designed to protect Confidential Information from unauthorized access, disclosure and use. Company will conduct periodic risk assessments and remediate identified material security vulnerabilities in a commercially reasonable manner. Company will promptly notify Customer once it becomes aware of a data breach known to involve Customer Confidential Information. Company shall provide such other information, including a written report, as reasonably requested by Customer. Company will cooperate with Customer to comply with any applicable data breach notification laws. Company shall also comply with the terms of its Privacy Policy, located at definable.com/privacy-policy.
9. ‍INDEMNIFICATION
   
   1. By Company. Subject to the limitation of liability set forth in Section 7.4, Company shall indemnify, defend and hold harmless Customer against any third-party claims that the use of the Services as permitted hereunder infringes any copyright, U.S. patent or other intellectual property right of a third party, and Company shall pay any losses, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Company. If any portion of the Services becomes, or in Company’s opinion is likely to become, the subject of a claim of infringement, Company may, at Company’s option, and as Customer’s sole and exclusive remedy therefor in addition to the above indemnity: (a) procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (c) modify the Services so that the Services become non- infringing without loss of functionality; or (d) terminate this Agreement and refund any fees paid by Customer to Company for the remainder of the term then in effect and for loss of use, and upon such termination, Customer will immediately cease all access and use of the Documentation and Services. Notwithstanding the foregoing, Company shall have no obligation under this Section 9.1 or otherwise with respect to any third-party claim based upon (i) any use of the Services not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Services in combination with other products, equipment, software, or services where the Company Platform by itself would not be infringing; (iii) any unauthorized modification of the Services by any person other than Company or its authorized agents; or (iv) the continued use of the allegedly infringing Company Platform after being notified of the infringement claim or after being provided a modified version of the Company Platform by Company to address any alleged infringement. This Section 9.1 states the sole and exclusive remedy of Customer and the entire liability of Company, and any of the officers, directors, employees, shareholders, contractors or representatives of Company, for claims and actions described in this Section 9.1.
   2. ‍By Customer. In the manner and only to the extent permitted by law, without waiver of sovereign immunity (to the extent Customer is a public entity), Customer shall indemnify defend and hold harmless Company against any third-party claims arising out of (a) any failure by Customer or any User to comply with applicable laws, rules and regulations in connection with its provision and Company’s authorized use or display of Customer Data (including student and mentor information provided by Customer) hereunder solely (in each case) to provide Services to Customer, (b) Customer’s unauthorized access or use of Services hereunder; and/or (c) any breach of the Use Restrictions set forth in Section 3.2 and/or representations, warranties and covenants set forth in Section 6, and Customer shall pay any losses, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Customer.
   3. ‍Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit, provided, however, that failure to give prompt notice will not relieve the indemnifying party of any liability hereunder (except to the extent the indemnifying party has suffered actual material prejudice by such failure); (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall (at the indemnifying party’s expense) reasonably cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. The indemnifying party will not settle or compromise any claim or suit involving indemnified party without indemnified party’s written consent, which will not be unreasonably withheld, conditioned or delayed.
10. ‍Evaluation or Trial License.
    THIS SECTION 10 APPLIES TO EVALUATION OR TRIAL LICENSES OF THE SERVICES ONLY AND SUPERSEDES ANY CONFLICTING PROVISIONS OF THIS AGREEMENT AS APPLIED TO SUCH EVALUATION OR TRIAL LICENSES. BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE EVALUATION LICENSE REGISTRATION PROCESS, EXECUTING AN ORDER FOR SUCH EVALUATION OR TRIAL SERVICES, OR USING THE SERVICES FOR A TRIAL OR EVALUATION, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTED THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THIS SECTION 10. Subject to the terms of this Agreement, Company grants to Customer a personal, non-exclusive, non-transferable, non-sublicensable, limited, internal license to access and use the Services the Services and Documentation for a time-limited period, determined solely by Company (“Evaluation Period”), solely to evaluate the features, functionality and performance of the Services and Documentation, but only in accordance with (i) the Documentation, (ii) this Agreement, and (iii) any applicable Order (“Evaluation License”). This Evaluation License is strictly limited to internal evaluation and testing or other non-production purposes only. Any other use of Services is prohibited. At the end of the Evaluation Period, the Services may cease to function. Company does not provide any support or subscription services for the Services under the Evaluation. Customer has no rights to any updates, upgrades or extensions or enhancements to the Services developed by Company, unless it separately purchases Company subscription services. The term of this Agreement will begin on the date of Customer’s acceptance of this Agreement pursuant to this Section 10 and end on the last day of the Evaluation Period. Unless stated otherwise on the specific Evaluation License registration form completed to get access to Customer’s Evaluation License, the default term duration is fourteen (14) days. This Agreement may be terminated at any time by either party upon written notice to the other party. Upon termination or expiration of this Agreement, Customer will cease all use of the Services and Documentation and, upon Company’s request, certify to Company that the Services and Documentation are no longer in use by or on behalf of Customer. Termination will not affect any claim, liability or right arising prior to termination.
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11. ‍TERM AND TERMINATION ‍
    
    1. Term. This Software-as-a-Service Agreement commences on the Effective Date and shall continue until terminated in accordance with Section 11.2 or by written agreement of the parties.
    2. ‍Termination. Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within (30) days after its receipt of written notice of such breach. If there are no outstanding Orders, upon thirty (30) days written notice to the other party, either party may terminate this Software-as-a-Service Agreement as of the date specified in such notice of termination.
    3. ‍Effect of Termination. Immediately upon termination of this Agreement, (a) the licenses granted to either party shall immediately terminate; (b) Company shall cease to make available and Customer shall cease to access and use the Services. Termination shall not relieve Customer’s obligation to pay all charges for the period before the effective date of termination. Sections 3.2, 4, 5, 6, 7, 8.1, 9, 11.3, 12,13, and 14 will survive the expiration or termination of this Agreement.
12. ‍GOVERNING LAW AND VENUE‍
    This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without reference to conflicts of laws principles. Both parties expressly agree that any action relating to this Agreement shall exclusively be brought in the State of Delaware, and both parties irrevocably consent to the jurisdiction of the state courts located in the State of Delaware. Each party expressly waives any objection that it may have based on improper venue or forum non-conveniens to the conduct of any such suit or action in any such court. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its use of the Services hereunder.
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13. ‍AI FEATURES 
    Company may make available as part of the Services certain artificial intelligence-enabled features (“AI Features”), that allow authorized Users to submit natural-language questions or prompts and receive outputs generated from Customer Data.   Without limiting Company’s intellectual property rights in this Agreement, including as set forth in Section 4, as between the parties, Customer owns all right, title, and interest in and to the output from Customer’s use of AI Features including resulting statistical data because they are derived in all cases from Customer Data.  
    
    Customer acknowledges that responses from AI Features are generated automatically based on Customer Data and system instructions, may be incomplete or inaccurate, and must be independently reviewed before being relied upon for important or consequential decisions.  THE OUTPUT OF AI FEATURES IS PROVIDED “AS IS” AND IS SUBJECT TO THE LIABILITY LIMITS SET FORTH IN THESE TERMS OF USE, INCLUDING THOSE SET FORTH IN SECTION 7.
    
    Customer remains responsible for its and its Users’ use of AI Features, including configuring and enforcing appropriate role-based access User permissions.  Company and its providers of Third-Party Products will not use Customer Data, prompts, or outputs from AI Features to train or fine-tune generalized artificial intelligence or machine learning models, except as necessary on a transient basis to provide the AI Features requested by Customer within the Services.

14. MISCELLANEOUS.
    ‍The parties are independent contractors and nothing in this Agreement shall be deemed to create the relationship of partners, joint venturers, employer-employee or franchisor-franchisee between the parties. Neither party is, or will hold itself out to be, an agent of the other party. Neither party is authorized to enter into any contractual commitment on behalf of the other party. This Software-as-a-Service Agreement, together the applicable Order(s), contains the entire agreement of the parties and supersedes any prior or present understanding or communications regarding its subject matter, and may only be amended in a writing signed by both parties. In the event of a conflict between the terms in the Order and this Software-as-a-Service Agreement, the terms contained in the Order shall control to the extent that they expressly amend this Software-as-a-Service Agreement. In the event any provision of this Agreement is held by a court of law or other governmental agency to be void or unenforceable, the remaining provisions shall remain in full force and effect. Neither party shall assign this Agreement without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to its successor pursuant to a corporate reorganization, merger, consolidation, acquisition or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance (other than payment of Fees due hereunder) caused by reasons beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, failure of suppliers, fires, floods or earthquakes. The use of the Services is subject to U.S. export control laws and may be subject to similar regulations in other countries. Customer agrees to comply with all such laws. Any notice given under this Agreement shall be in writing and shall be sent via overnight mail by a nationally recognized express delivery service addressed to the address and the signatory set forth above. There are no third-party beneficiaries to this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which shall be taken together and deemed one instrument.