Terms
Software as a Service Agreement
This Software as a Service Agreement (this “Agreement”) is a binding contract between you (“Customer”, “you”, or “your”) and Techneto Corp., a Nevada corporation d/b/a Neto (“Provider”). This Agreement governs your access to and use of the Services (as defined below). Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Definitions.
(a) “Agent” means the artificial intelligence-powered virtual engagement agent deployed by Provider on behalf of Customer through the Services, configured to interact with Customer’s clients, prospective clients, leads, or other external parties (collectively, “External Contacts”) via voice, SMS, MMS, webchat, email, or other supported communication channels. The terms “clients,” “prospective clients,” and “leads” are used interchangeably throughout this Agreement to refer to External Contacts and shall have the same meaning for all purposes herein.
(b) “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
(c) “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
(d) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
(e) “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form.
(f) “Provider IP” means the Services, the Documentation, and any and all intellectual property provided, licensed, or sublicensed to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
(g) “Representatives” means a party’s employees, affiliates, contractors, advisors, outside counsel, auditors, and consultants.
(h) “Neto Customer Portal” means the online platform through which Customer selects, configures, and manages its subscription to the Services, views pricing, purchases usage credits, and accesses billing history, order confirmations, and receipts.
(i) “Order” means Customer’s selection of Services, Agents, usage credits, and onboarding plan completed through the Neto Customer Portal and confirmed at checkout. Each Order is binding upon checkout confirmation and constitutes Customer’s agreement to pay the Fees displayed at the time of such Order.
(j) “Services” means the software-as-a-service offerings selected by Customer through the Neto Customer Portal at the time of Order, as confirmed in Customer’s Order summary and order confirmation.
(k) “Third-Party Products” means any third-party products described in Exhibit A provided with or incorporated into the Services.
(l) “Go Live” means the date on which Neto delivers the Agent to Customer and makes it available in a functional state within the designated environment for the purpose of Customer testing and validation. At Go Live, the Agent is accessible to Customer for review, configuration verification, and testing prior to the routing of live inbound calls.
(m) “In Production” means the date on which Customer begins routing or forwarding live inbound calls to the Agent for interaction with Customer’s clients, prospective clients, or other external callers in the ordinary course of business. The Hyper-Care Period provided by Neto shall commence on the date the Agent enters In Production.
(n) “Hyper-Care Period” means the two (2) week period commencing on the In Production date during which Provider delivers enhanced onboarding support to Customer, consisting of the following: (i) real-time chat support through the Neto Customer Portal during standard business hours (9:00 AM to 5:00 PM Mountain Standard Time, Monday through Friday, excluding federal holidays); (ii) active monitoring by Provider of Agent calls to identify and address performance issues; (iii) priority support with a target response time of four (4) business hours for critical issues and one (1) business day for non-critical issues, where “critical” means any issue that materially impairs the Agent’s ability to handle live inbound calls; and (iv) unlimited reasonable Agent modifications as requested by Customer to optimize Agent performance during the Hyper-Care Period. Reasonable Agent modifications during the Hyper-Care Period include, without limitation: adjustments to Agent scripts, greetings, and conversational responses; changes to call routing and transfer logic; tuning of qualification criteria based on live call performance; correction of integration mapping errors discovered post-deployment; and voice, tone, and phrasing adjustments. The following are outside the scope of Hyper-Care and constitute new onboarding work requiring a separate agreement and additional fees: adding integrations not included in the original Order; building new Agent workflows not configured during onboarding; material changes to intake logic that constitute a new onboarding scope; and changes requiring new third-party API connections not established during onboarding. The Hyper-Care Period support described herein is included in Customer’s onboarding package and does not require a separate agreement. The full scope of onboarding deliverables, including the deliverables associated with each onboarding tier, is described at https://neto.ci/onboarding-scope. Following the expiration of the Hyper-Care Period, standard support terms apply as set forth in Section 4(b).
2. Access and Use.
(a) Provision of Access.
Subject to and conditioned on Customer’s payment of Fees and compliance with all terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13(h)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use and for the purposes explicitly contemplated in the Documentation. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services through the Neto Customer Portal or by any other means utilized from time to time.
(b) Documentation License.
Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13(h)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
(c) Use Restrictions.
Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(d) Reservation of Rights.
Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
(e) Suspension.
Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Provider reasonably determines that: (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(c)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated Statistics.
Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider 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, solely for product improvement, performance analysis, and operational purposes. Notwithstanding the foregoing, Aggregated Statistics derived from Customer Data shall not include any information that could reasonably identify Customer, its clients, or the nature of any specific legal, medical, or other professional matters handled by Customer.
3. Customer Responsibilities.
(a) General.
Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use commercially reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions. Customer shall be solely responsible for collecting, inputting, and updating all Customer Data and for ensuring that such Customer Data does not infringe upon the intellectual property rights of any third party or contain anything obscene, defamatory, harassing, offensive, or malicious.
(b) Third-Party Products.
Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in Exhibit A. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. To the extent the Services are not functional without the use of any Third-Party Products incorporated in the future and Customer does not agree to abide by the applicable terms thereof, then Customer shall notify Provider in writing within fourteen (14) days of receiving notice of such new Third-Party Product terms. Provider and Customer shall negotiate in good faith for a period of thirty (30) days to identify a commercially reasonable alternative. If no alternative is identified within such period, either Party may terminate this Agreement upon thirty (30) days’ written notice, and Customer shall have no further fee obligations for the period following the effective date of termination.
(c) Appointment of Provider as Attorney-In-Fact.
Customer hereby irrevocably appoints Provider as the true and lawful attorney-in-fact and agent of Customer during the Term, solely and exclusively for the following limited purposes (the “Permitted POA Acts”):
(i) acquiring, porting, and managing phone numbers on Customer’s behalf through telecommunications carriers and number portability administrators;
(ii) executing Application-to-Person (A2P) campaign registrations with The Campaign Registry (TCR) and mobile carriers on Customer’s behalf;
(iii) executing 10DLC (10-Digit Long Code) brand and campaign registrations with applicable registries and carriers on Customer’s behalf;
(iv) registering Calling Name (CNAM) caller ID records with applicable carriers and databases on Customer’s behalf;
(v) utilizing Customer’s employer identification number (EIN) solely to the extent required to complete the registrations described in subclauses (i) through (iv) above; and
(vi) sending messages through acquired phone numbers as directed by Customer through the Neto Customer Portal and as confirmed in Customer’s Order.
The foregoing power of attorney is strictly limited to the Permitted POA Acts. Provider is authorized to make, execute, acknowledge, and deliver only those contracts, registration forms, carrier agreements, and other documents that are directly and specifically required to complete the Permitted POA Acts, and for no other purpose. Provider shall not use the authority granted under this Section to bind Customer to any agreement, obligation, or liability beyond what is reasonably required to complete the Permitted POA Acts.
Notwithstanding the foregoing, all phone numbers acquired by Provider on Customer’s behalf pursuant to this Section 3(c) are and shall remain the sole property of Customer. Upon the termination or expiration of this Agreement for any reason, Provider shall use commercially reasonable efforts to cooperate with Customer to port or transfer such phone numbers to Customer or Customer’s designee. All costs and expenses associated with porting or transferring such phone numbers, including any carrier fees or administrative costs, shall be borne solely by Customer. Provider’s obligation to cooperate with porting shall survive termination of this Agreement for a period of sixty (60) days. The foregoing power of attorney shall be automatically revoked upon the termination of this Agreement for any reason, except to the extent necessary to complete any pending number port or transfer.
(d) Matters Pertaining to Leads.
Customer shall provide lead lists and other commercially reasonable information and assistance to Provider to enable Provider to provide the Services. Any lead lists provided by Customer to Provider must be qualified as being able to receive communications from Customer and/or Provider in compliance with the Telephone Consumer Protection Act (“TCPA”). Provider shall assume no liability for communications with leads provided by Customer that are not TCPA compliant. Customer acknowledges that Provider’s ability to deliver the Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.
(e) HIPAA Compliance; Business Associate Agreement.
Customers who are Covered Entities or Business Associates as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”) must execute a Business Associate Agreement (“BAA”) with Provider prior to using the Services in connection with any Protected Health Information (“PHI”) as defined under HIPAA. Customer shall not transmit, store, or process any PHI through the Services until a BAA has been fully executed by both Parties. Use of the Services in connection with PHI without an executed BAA constitutes a material breach of this Agreement and Provider may terminate this Agreement immediately upon written notice pursuant to Section 12(b)(i). Customer is solely responsible for determining whether it is a Covered Entity or Business Associate under HIPAA and for ensuring compliance with all applicable HIPAA requirements in connection with its use of the Services.
(f) A2P Campaign Registration.
Certain components of the Services, including SMS and MMS messaging, require Application-to-Person (“A2P”) campaign registration with mobile carriers in accordance with industry standards, including The Campaign Registry (“TCR”) requirements. Provider will use commercially reasonable efforts to submit and manage A2P campaign registrations on Customer’s behalf as part of the applicable onboarding package.
Customer acknowledges and agrees that: (i) A2P campaign registration is subject to review and approval by mobile carriers and The Campaign Registry, and approval is not guaranteed; (ii) registration timelines are determined by carriers and TCR and are outside of Provider’s control; (iii) carriers may reject, suspend, or revoke A2P campaign registrations at their sole discretion, including for reasons unrelated to Customer’s conduct; and (iv) SMS and MMS messaging functionality may be unavailable or limited during any period in which A2P registration is pending, rejected, or suspended.
Provider shall not be liable for any delays, service interruptions, or limitations in SMS or MMS functionality arising from carrier or TCR decisions regarding A2P campaign registration. Customer is solely responsible for ensuring that its messaging content, use case descriptions, and campaign information provided to Provider for registration purposes are accurate, complete, and compliant with all applicable carrier guidelines and regulations. Provider will promptly notify Customer of any registration rejection or suspension and will use commercially reasonable efforts to assist Customer in addressing any deficiencies identified by carriers or TCR.
4. Service Level Objective; Support.
(a) Service Level Objective.
Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available in accordance with the service level objective set out in Exhibit B. The Parties acknowledge and agree that the service level objective in Exhibit B is a target only and does not constitute a guarantee of performance. Failure to meet the service level objective in Exhibit B shall not constitute a breach of this Agreement and shall not give rise to any claim, credit, refund, or other remedy in favor of Customer.
(b) Support.
The scope of standard onboarding services included with each onboarding tier, including Hyper-Care Period support, is described at https://neto.ci/onboarding-scope, which is incorporated herein by reference. Additional support services beyond the standard onboarding scope may be available at an additional cost and shall require a separate written agreement between the Parties.
(c) Onboarding Fees; Go Live Timeline; Re-Engagement.
Onboarding Fees. All onboarding fees are non-refundable upon payment, except as expressly provided in the Third-Party Integration Failure paragraph of this Section 4(c). Customer acknowledges that onboarding fees compensate Provider for configuration, integration, and deployment work that commences upon receipt of payment and cannot be recovered upon cancellation.
Go Live Timeline. Provider will use commercially reasonable efforts to achieve Go Live within the following target timelines, measured from the date Provider has received all required information, credentials, system access, and approvals from Customer necessary to begin or continue onboarding work (the “Customer Ready Date”):
(i) Basic Onboarding: two (2) weeks from the Customer Ready Date; and
(ii) Standard Onboarding: four (4) weeks from the Customer Ready Date.
Customer acknowledges that Go Live timelines are targets only and are contingent upon Customer’s timely provision of all required information, access, and approvals. Delays caused by Customer’s failure to provide required items, Customer’s unavailability, or changes to Customer’s requirements after onboarding has commenced will extend the Go Live timeline on a day-for-day basis and shall not constitute a breach by Provider. Provider will notify Customer promptly if it anticipates a material delay in the Go Live timeline.
Customer Obligations During Onboarding. Customer shall: (i) designate a primary point of contact with authority to make decisions on Customer’s behalf during onboarding; (ii) provide all required API credentials, system access, intake scripts, qualification criteria, document templates, and other materials requested by Provider within five (5) business days of request; and (iii) make its designated point of contact reasonably available for calls, reviews, and approvals during the onboarding period.
Re-Engagement Fee. If Customer fails to provide required information or becomes unresponsive for a continuous period of three (3) months or more following the commencement of onboarding, Provider may treat the onboarding as lapsed. If Customer subsequently requests Provider to resume onboarding after such lapse, a re-engagement fee equal to fifty percent (50%) of the original onboarding fee paid by Customer shall be due and payable prior to the resumption of onboarding work. The re-engagement fee is in addition to, and does not replace, the original onboarding fee already paid.
Third-Party Integration Failure. In the event that a specific third-party integration included in Customer’s onboarding scope is technically not possible due to limitations of the applicable third-party system that were not reasonably foreseeable by Provider at the time of Order, Provider will notify Customer promptly and the Parties will negotiate in good faith to identify an alternative integration. If no commercially reasonable alternative is available and the unavailable integration was a material component of the Services ordered, Customer may request a partial refund of the onboarding fee in an amount reasonably proportionate to the undelivered integration work. This provision applies only to integrations that Provider has not previously deployed and does not apply to integrations listed as generally available on the Neto Customer Portal at the time of Order.
5. Fees and Payment.
(a) Fees.
Customer shall pay Provider all fees (“Fees”) as displayed in the Neto Customer Portal at the time of each Order and confirmed in Customer’s order confirmation, without offset or deduction. Fees are denominated in U.S. dollars and are due in accordance with the billing terms confirmed at checkout. The Fees applicable to each Order are locked at the time of checkout and shall not be increased by Provider during the then-current Subscription Term, as applicable. Any additional Orders placed by Customer during the Term shall be subject to the Fees displayed in the Neto Customer Portal at the time of such additional Order.
(b) Usage Fees and Credits.
Certain components of the Services are billed on a usage basis, including but not limited to voice, SMS, MMS, email, and webchat activity (“Usage Fees”). Usage Fees are charged at the per-unit rates displayed in the Neto Customer Portal at the time of Order. Usage Fee rates are locked for the then-current Subscription Term and shall not increase during such Subscription Term. Provider may update usage pricing for future Subscription Terms upon commercially reasonable prior notice to Customer, and such updated rates shall take effect only at the commencement of Customer’s next Subscription Term.
Customer acknowledges and agrees that usage credits must be purchased in advance, and that all usage-based Services will draw down against Customer’s prepaid usage credit balance as such Services are consumed. Once the prepaid usage credits are exhausted, Customer shall either (i) purchase additional usage credits, or (ii) authorize Provider to automatically replenish usage credits in accordance with the auto-replenishment terms selected by Customer in the Neto Customer Portal. Provider shall have no obligation to continue providing usage-based components of the Services if Customer has an insufficient usage credit balance.
(c) Late Payments.
If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies:
(i) Provider may charge interest on the past-due amount at 1.5% per month, calculated daily and compounded monthly, or the highest rate permitted by law, whichever is lower;
(ii) Customer shall reimburse Provider for all reasonable costs incurred in collecting any late payments, including attorneys’ fees, court costs, and collection agency fees; and
(iii) if such failure continues for ten (10) days or more, Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until all outstanding amounts are paid in full.
(d) Payment Method; Automatic Billing.
Customer must maintain a valid payment method on file at all times during the Term. Payment methods are managed through the Stripe billing portal, accessible via the Neto Customer Portal. By providing a payment method, Customer represents and warrants that: (i) it is authorized to use such payment method; (ii) the payment information provided is true, accurate, and complete; and (iii) the payment method is established and used primarily for commercial purposes and not for personal, family, or household use.
Customer authorizes Provider to charge Customer’s payment method on file automatically as follows:
(i) Subscription Fees. Provider will automatically charge Customer’s payment method on the first day of each monthly or annual subscription period, as applicable, for the Fees confirmed at the time of Customer’s Order. Customer authorizes Provider to process such charges as recurring payments for each Subscription Term until this Agreement is terminated in accordance with Section 12.
(ii) Usage Credit Auto-Replenishment. If Customer enables auto-replenishment of usage credits through the Neto Customer Portal, Customer authorizes Provider to automatically charge Customer’s payment method to purchase additional usage credits in the pack size and at the balance threshold selected by Customer in the Neto Customer Portal. Such charges will occur each time Customer’s usage credit balance falls below the configured threshold. Customer may modify or disable auto-replenishment at any time through the Neto Customer Portal; provided that any such modification will take effect on the next replenishment event following the change.
(iii) Failed Payments. If any charge to Customer’s payment method is declined or returned unpaid, Provider, through its payment processor Stripe, will automatically retry the charge in accordance with Stripe’s then-current smart retry schedule. If all retry attempts are unsuccessful, Provider may suspend Customer’s access to the Services in accordance with Section 2(e) until all outstanding amounts are resolved. Customer is solely responsible for maintaining current and valid payment information through the Stripe billing portal accessible via the Neto Customer Portal, and for any interruption in Services resulting from a failed payment.
(e) Taxes.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
(f) Auditing Rights and Required Records.
Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds five percent (5%) for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
6. Confidential Information.
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure (as established by reasonable written evidence); (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without the use of the other Party’s Confidential Information (as established by reasonable written evidence). The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s Representatives who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder, and then only under nondisclosure obligations at least as protective as this Agreement. The receiving Party remains responsible for the use of Confidential Information by its Representatives.
Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made commercially reasonable efforts to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback.
(a) Provider IP.
Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
(b) Customer Data.
Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
(c) Feedback.
If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
(d) Marketing and Publicity Rights.
Customer grants Provider a non-exclusive, royalty-free right to use Customer’s name, logo, and a description of the relationship for marketing and promotional purposes, including on Provider’s website, in sales materials, presentations, and case studies. Provider may reference Customer as a client and describe the Services performed, provided that no Confidential Information is disclosed. All use will be in accordance with any brand guidelines provided by Customer.
8. Privacy Policy.
Provider’s collection, use, disclosure, and protection of personal information in connection with the Services is governed by Provider’s Privacy Policy, available at https://neto.ci/privacy, which is incorporated herein by reference. By accessing or using the Services, Customer acknowledges that it has read and agrees to the Privacy Policy. Provider may update the Privacy Policy from time to time in accordance with its terms. In the event of any conflict between the Privacy Policy and this Agreement with respect to the processing of personal information, the following order of precedence applies: (i) the Data Processing Addendum (Exhibit C) shall control with respect to the processing of Personal Data as defined therein; (ii) this Agreement shall control with respect to all other matters; and (iii) the Privacy Policy shall govern Provider’s general data practices to the extent not addressed by the foregoing.
9. Warranty Disclaimer.
(a) General Warranty Disclaimer.
THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, 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.
(b) AI Output Disclaimer.
NETO IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. THE AGENT IS AN ARTIFICIAL INTELLIGENCE-POWERED TOOL DESIGNED TO ASSIST CUSTOMER’S BUSINESS OPERATIONS AND DOES NOT REPLACE THE JUDGMENT OF A LICENSED PROFESSIONAL. ALL OUTPUTS GENERATED BY THE AGENT, INCLUDING BUT NOT LIMITED TO INTAKE DETERMINATIONS, QUALIFICATION DECISIONS, ENGAGEMENT AGREEMENT DRAFTS, AND CONVERSATIONAL RESPONSES, ARE FOR INFORMATIONAL AND OPERATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE OF ANY KIND.
CUSTOMER IS SOLELY RESPONSIBLE FOR SUPERVISING, REVIEWING, AND INDEPENDENTLY VERIFYING ALL AGENT OUTPUTS BEFORE ACTING UPON THEM. CUSTOMER SHALL NOT RELY ON AGENT OUTPUTS AS A SUBSTITUTE FOR INDEPENDENT PROFESSIONAL JUDGMENT. PROVIDER SHALL HAVE NO LIABILITY FOR ANY DECISIONS MADE BY CUSTOMER OR ITS CLIENTS IN RELIANCE ON AGENT OUTPUTS.
Regulated Industry Supervision. Customers operating in regulated industries, including but not limited to legal services and healthcare, are solely responsible for ensuring that all Agent outputs are reviewed and supervised by a licensed professional with appropriate authority. With respect to legal services specifically: (i) Neto is not a law firm; (ii) the Agent does not engage in the practice of law; (iii) Customer’s licensed attorneys remain solely responsible for all legal judgments, client acceptance decisions, intake determinations, and the review of any engagement agreements or legal documents generated or delivered through the Services; and (iv) no Agent output shall be construed as constituting legal advice or creating an attorney-client relationship between Neto and any person. Customer is responsible for ensuring that its use of the Services complies with all applicable rules of professional conduct, state bar regulations, and unauthorized practice of law statutes in all jurisdictions where Customer operates. Additional AI output requirements applicable to regulated industries are set forth in the Acceptable Use Policy at https://neto.ci/aup, which is incorporated herein by reference.
10. Indemnification.
(a) Provider Indemnification.
(i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of such Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
(ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to: (A) modify or replace the Services, or component or part thereof, to make it non-infringing; or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.
(iv) Provider shall utilize commercially reasonable efforts to train all artificial intelligence utilized in connection with the Services but Provider shall not be responsible for any “hallucinations” or any similar false information provided by such artificial intelligence programs; provided, however, that Provider will endeavor to promptly correct any such identified issues to prevent future occurrences.
(b) Customer Indemnification.
Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s: (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider, as well as for any Third-Party Claims relating to any actions taken by Provider on behalf of Customer as permitted under Section 3(c) above, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy.
THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER’S LIABILITY UNDER THIS SECTION 10 EXCEED $10,000.
11. Limitation of Liability.
EXCEPT FOR (i) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (ii) CUSTOMER’S PAYMENT OBLIGATIONS, (iii) CUSTOMER’S BREACH OF SECTION 2(c), SECTION 3, OR SECTION 6, OR (iv) A PARTY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE FOREGOING EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $10,000, WHICHEVER IS GREATER.
12. Term and Termination.
(a) Term.
This Agreement shall begin on the Effective Date. Customer’s subscription term for the Services shall commence on Go Live and shall continue in effect either: (i) on a month-to-month basis; or (ii) on an annual basis, as selected by Customer through the Neto Customer Portal (the “Subscription Term”).
Month-to-Month Subscriptions. Month-to-month subscriptions automatically renew on the first day of each calendar month without notice. Either Party may terminate a month-to-month subscription by providing not less than seven (7) days’ written notice prior to the end of the then-current monthly billing period.
Annual Subscriptions. Annual subscriptions automatically renew for successive one-year periods on each anniversary of Go Live unless either Party provides not less than thirty (30) days’ written notice of non-renewal prior to the expiration of the then-current annual subscription period. Provider will use commercially reasonable efforts to send Customer a renewal reminder no less than seventy-five (75) days before the annual renewal date. The “Term” means the Subscription Term as defined above, together with any renewal periods. Auto-renewal terms are subject to applicable state law. To the extent that any applicable state automatic renewal law requires additional disclosures, cancellation rights, or other protections beyond those set forth in this Agreement, such requirements are incorporated herein by reference and Provider will honor them. Customers are encouraged to review the automatic renewal laws applicable in their state.
Customer’s routing of live inbound calls to the Agent shall constitute the Agent being placed In Production, at which time the Hyper-Care Period shall commence.
(b) Termination.
In addition to any other express termination right set forth in this Agreement:
(i) Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Provider’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6;
(ii) 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: (A) is not logically capable of cure; or (B) being logically capable of cure, remains uncured for a period of thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach (which notice shall set forth, in reasonable detail, the nature of such breach); or
(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Customer’s provision of written notice to terminate this Agreement shall be effected through the Neto Customer Portal. If the Neto Customer Portal is unavailable or inaccessible at the time Customer seeks to provide notice of termination, Customer may provide such notice by email to legal@neto.ci, with written confirmation sent to Provider’s address set forth in Section 13(b). Such email notice shall be effective upon confirmed delivery. Provider shall not use portal unavailability to prevent or delay a Customer’s exercise of its termination rights.
(c) Effect of Expiration or Termination.
Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination.
If this Agreement is terminated by Provider pursuant to Section 12(b)(i) due to Customer’s failure to pay or material breach, all Fees that would have been owed through the expiration of the then-current Term shall be accelerated and become immediately due and payable upon termination. If this Agreement is terminated by Customer for any reason, or by Provider pursuant to Section 12(b)(ii) or 12(b)(iii), no such acceleration shall apply and Customer shall only be obligated to pay Fees accrued through the effective date of termination.
(d) Refunds.
In the event Customer terminates this Agreement pursuant to Section 12(b)(ii) based on an uncured material breach by Provider, Customer may request a refund in an amount equal to one (1) month’s Fees (calculated on the basis of the immediately preceding calendar month) (the “Refund”) by submitting a written refund request to Provider within thirty (30) days following the effective date of termination. The refund request must include a description, in reasonable detail, of the uncured or incurable default on the part of Provider. If Customer has any unpaid Fees at the time of termination, then unless Provider, in its sole and absolute discretion, permits the Refund to be offset against such outstanding Fees, Customer will not be eligible to receive a Refund and will continue to owe all such past-due Fees in their entirety.
(e) Customer Data Return and Deletion.
Following the expiration or termination of this Agreement for any reason, Provider will make Customer Data available for export by Customer for a period of thirty (30) days (the “Data Return Period”). Customer may request an export of its Customer Data through the Neto Customer Portal during the Data Return Period. Provider reserves the right to charge a data export fee for such export, as displayed in the Neto Customer Portal at the time of the request. Any such fee shall be reasonable and proportionate to the actual cost of export, which Provider defines as the direct third-party and labor costs incurred by Provider in extracting, formatting, and delivering Customer Data.
After the Data Return Period, Provider shall have no obligation to retain Customer Data and may delete all Customer Data from its systems and those of its sub processors in accordance with Provider’s then-current data retention practices and the Privacy Policy. Provider shall have no liability to Customer for the deletion of Customer Data following the Data Return Period. Customer is solely responsible for ensuring it exports all required Customer Data prior to the expiration of the Data Return Period.
(f) Survival.
This Section 12 and Sections 1, 5, 6, 7, 8, 9, 10, 11, 12(e), and 13 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
13. Miscellaneous.
(a) Entire Agreement.
This Agreement, together with any other documents incorporated herein by reference and all related Exhibits (including Exhibits A, B, C, and D), constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Where this Agreement incorporates external documents by reference to a URL, the version of such document in effect at the time of Customer’s Order shall be the binding version for that Order, except that Provider may update incorporated documents prospectively in accordance with Section 13(d). In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
(b) Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”), other than a notice of termination by Customer under Section 12 hereof, to be delivered to Provider hereunder must be in writing and addressed to Provider at the following address (or to such other address that may be designated by Provider from time to time in accordance with this Section):
Techneto Corp. d/b/a Neto
1749 N Lemon, Mesa, AZ 85205
Email: legal@neto.ci
All Notices to Provider must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). All Notices to be made by Provider to Customer may be made by email or message delivered through the Neto Customer Portal. By executing this Agreement and using the Services you consent to receiving electronic communications from Provider. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
Electronic Consent Disclosure. In accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state electronic transactions laws, Customer consents to transact business with Provider electronically, including entering into this Agreement by clicking “I Accept.” Customer has the right to receive a paper copy of this Agreement by contacting Provider at legal@neto.ci. Customer may withdraw its consent to electronic transactions at any time by contacting Provider, provided that such withdrawal will constitute a termination of this Agreement in accordance with Section 12.
(c) Force Majeure.
In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, public health emergency, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver.
Provider has the right, in its sole discretion, to amend or modify this Agreement from time to time, and modified terms become effective on posting. Customer will be notified of modifications through either a direct email notification from Provider, a notification posted to the Neto Customer Portal, or a combination of the foregoing. Customer is responsible for reviewing and becoming familiar with any such amendments and modifications. Customer’s continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least thirty (30) days’ advance notice of any amendment or modification that Provider reasonably anticipates may result in a material reduction in the quality or scope of the Services or a material increase in Customer’s obligations (“Material Adverse Change”). If Customer objects to a Material Adverse Change, Customer may terminate this Agreement without penalty by providing written notice to Provider within thirty (30) days of receiving notice of such Material Adverse Change, provided that Customer must cease use of the Services upon such termination and no fee acceleration under Section 12(c) shall apply. Customer’s continued use of the Services after the thirty (30) day objection period constitutes acceptance of the Material Adverse Change.
No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving (provided, however, that an affirmative email response or confirmation through the Neto Customer Portal shall also suffice). Except as otherwise set forth in this Agreement: (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability.
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will 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 shall negotiate in good faith to modify this Agreement so as to effect their original intent 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.
(f) 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.
(g) Dispute Resolution; Arbitration.
The Parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, a “Dispute”), through good-faith negotiation between senior representatives of the Parties for a period of thirty (30) days following written notice of the Dispute by either Party.
If the Dispute is not resolved through negotiation within such thirty (30) day period, the Dispute shall be submitted to binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties, or if the Parties cannot agree, appointed by JAMS. The seat and place of arbitration shall be Maricopa County, Arizona. The arbitrator shall apply the substantive law of the State of Arizona. The award rendered by the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the foregoing, either Party may seek emergency or interim injunctive or equitable relief from any court of competent jurisdiction in Maricopa County, Arizona to prevent irreparable harm pending the outcome of arbitration, including with respect to breaches of Section 2(c) or Section 6. The Parties irrevocably submit to the jurisdiction of the state and federal courts located in Maricopa County, Arizona for such purpose.
CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CUSTOMER NOR PROVIDER MAY BRING ANY DISPUTE AGAINST THE OTHER AS A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER REPRESENTATIVE CAPACITY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE IN ANY PROCEEDING, THE ARBITRATION AGREEMENT IN THIS SECTION SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING, WHICH SHALL PROCEED IN A COURT OF COMPETENT JURISDICTION IN MARICOPA COUNTY, ARIZONA.
JURY TRIAL WAIVER. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
(h) Assignment.
Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(i) Export Regulation.
Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
(j) US Government Rights.
Each of the Documentation and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. §§ 227.7201 through 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
(k) Equitable Relief.
Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees 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.
(l) Independent Contractors.
The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party has the authority to bind the other Party or to incur any obligation on its behalf, except as expressly set forth in this Agreement (including with respect to the limited power of attorney granted under Section 3(c)).
(m) No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall create any legal or equitable right, benefit, or remedy of any nature whatsoever under this Agreement in favor of any other person or entity.
EXHIBIT A — THIRD-PARTY PRODUCTS
The current list of Third-Party Products incorporated into the Services, including links to their applicable terms of service, is published and maintained at:
https://neto.ci/third-party-products
That page is incorporated herein by reference. Customer is solely responsible for reviewing and complying with the terms of each Third-Party Product listed therein.
EXHIBIT B — SERVICE LEVEL OBJECTIVE
Provider’s Service Level Objective, including the availability target, scheduled maintenance window policy, excused downtime definitions, and reporting procedures, is published and maintained at:
That page is incorporated herein by reference. The SLO is an operational target only and does not constitute a guarantee of performance or give rise to any remedy in favor of Customer.
EXHIBIT C — DATA PROCESSING ADDENDUM
Provider’s Data Processing Addendum, governing the processing of Personal Data by Provider on behalf of Customer in connection with the Services, is published and maintained at:
That page is incorporated herein by reference and forms part of this Agreement.
EXHIBIT D — ACCEPTABLE USE POLICY
Provider’s Acceptable Use Policy, governing Customer’s permitted and prohibited uses of the Services, is published and maintained at:
That page is incorporated herein by reference. Customer’s continued use of the Services constitutes acceptance of the then-current Acceptable Use Policy.