Please read these Terms and Conditions carefully. All contracts and Services Order Forms that the Provider may enter into from time to time with Customer for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions. 1. Definitions 1. Except to the extent expressly provided otherwise, in these Terms and Conditions: "Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts; "Agreement" means all contracts and Services Order Forms made under these Terms and Conditions between the Provider and the Customer; "Business Day" means any weekday other than a bank or public holiday in The United States Of America; "Business Hours" means the hours of 09:00 to 17:00 CST on a Business Day; "Charges" means the pricing amounts specified in a Customer executed Services Order Form or via the self-service signup form located at https://lab.alpineiq.com/signup from time to time; "Customer" means the person or entity identified as such in the Services Order Form; "Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding anonymized customer data where no personal identifiable information is available to the viewer, analytics data and anything relating to the use of the Platform and server log files); "Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement; “Sensitive Personal Information” means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”), or other financial account numbers or credentials; (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); (iii) social security numbers, driver’s license numbers or other government ID numbers; (iv) any information deemed to be “special categories of data” of an EU resident (as defined in European Union Regulation 2016/679); or (v) other personal or sensitive information subject to regulation or protection under the Gramm-Leach-Bliley Act, Children’s Online Privacy Protection Act or similar foreign or domestic Laws. "Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data; "Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer; "Effective Date" means the date specified in the Services Order Form or in the event of self-service the date upon which the Provider sends to the Customer an order confirmation "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars); "Hosted Services" means the Alpine IQ web based portal, which will be made available by the Provider to each Customer as a service via the internet in accordance with these Terms and Conditions; "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, or otherwise hereafter in existence under or related to any patent, copyright, trademark, business names, trade names, know-how, trade secret, database protection or other intellectual property laws, and all similar or equivalent rights or forms of protection, including but not limited to any application or right of application for such rights; "Mobile App" means the mobile application known as Alpine IQ when and as made available by the Provider through mobile app stores; "Personal Data" has the meaning given to it in the Data Protection Laws; "Platform" means the platform managed by the Provider and used by the Provider or Customer to provide the Hosted Services; "Provider" means Alpine IQ Inc., a Corporation incorporated in Delaware (registration number 5954475) having its principle office at 15012 Stargazer Drive, Aledo TX 76008. Registered Agent/Address: Harvard Business Services 16192 Coastal HWY, Lewes, DE 19958; "Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions; "Services Order Form" means an online order form published by the Provider and completed and submitted by the Customer incorporating these Terms and Conditions by reference; "Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services; "Supported Web Browser" means the current release from time to time of Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported; "Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and "Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely Schedule A (these Terms and Conditions) and Schedule B (Acceptable Use Policy), including any amendments to that documentation from time to time. 2. Term 1. The Agreement shall come into force upon the Effective Date. 2. The Agreement shall continue in force during the Term length specified in the Services Order Form, subject to termination in accordance with Clause 15. 3. Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions. 3. Hosted Services 4. The Provider hereby grants to the Customer a non-exclusive license to use the Hosted Services by means of a Supported Web Browser for during the Term. 5. The license granted by the Provider to the Customer under Clause 3.1 is subject to the following limitations: (a) the Hosted Services may only be used by the named users identified in the Platform settings page, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein; 6. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the license granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions: (a) the Customer must not sub-license its right to access and use the Hosted Services; (b) the Customer must not permit any unauthorized person to access or use the Hosted Services; (c) the Customer must not use the Hosted Services to provide services to third parties; (d) the Customer must not republish or redistribute any content or material from the Hosted Services; (e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; (f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services; and (g) the Customer must not reverse engineer the Platform technology. 7. The Customer shall use reasonable endeavors, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using an administrator Account. 8. The Provider shall use reasonable endeavors to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability. 9. The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with Schedule 1 (Acceptable Use Policy). 10. The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. 11. The Customer must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. 12. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term. 13. The Provider may suspend or terminate the provision of the Hosted Services if Customer’s payment is past due and Provider has given Customer at least 7 days prior written notice of past due payment and its intention to suspend or terminate service. 4. Customer Data 1. Provider and others acting under the authority of the Provider shall process Customer Data, including Customer Personal Data, in strict compliance with documented instructions from Customer, solely for the purpose of providing the Services in accordance with these Terms and Conditions, and not for any other purpose (commercial or otherwise), or in any other manner, unless specifically instructed by Customer in writing or by the Customer creating a digital request to transfer or send data via the Hosted Services to any outside party or connected integration vendor, or unless required to do so by applicable law, including Data Protection Laws, to which the Provider is subject. In such case, the Provider shall notify the Customer of that legal requirement before processing, unless that law prohibits such notification. The Provider may process Customer Data and Customer Personal Data for internal use and security, but may not sell any Customer Data or Customer Personal Data. 2. The Customer warrants to the Provider that, the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law. 3. The Customer warrants to the Provider that, the Customer, if required by any law to be HIPAA compliant, will sign a Business Associates Agreement with The Provider alongside this document on the Effective Date. 4. No Implied Rights. Except for the limited license provided in Section 4.1, nothing in this Agreement shall be construed as granting Provider or any third party any right, title, or interest in Customer Data. 5. Confidentiality. Each party has made and will continue to make available to the other party information that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confidential information of the disclosing party (“Confidential Information”). Confidential Information may be disclosed in oral, written, visual, electronic or other form. Customer’s Confidential Information includes Customer’s (a) business plans, strategies, forecasts, projects, and analyses; (b) financial information and fee structures; (c) business processes, methods, and models; (d) director, member, manager officer, employee, customer, and company information (whether past, current or prospective); (e) Personal Data; (f) product and service specifications; and (g) manufacturing, purchasing, logistics, sales and marketing information. The receiving party will use the same care and discretion to prevent disclosure, publication or dissemination of any Confidential Information received from the disclosing party as the receiving party uses with its own similar Confidential Information that it does not wish to disclose, publish or disseminate (but in no event, not less than a reasonable degree of care). The Provider will ensure that its personnel use Customer Confidential Information only to the extent necessary to perform its obligations under these Terms and Conditions. The receiving party will be liable for any unauthorized disclosure or use of Confidential Information by any of its personnel, agents, advisors, or affiliates. Confidential Information shall be returned or deleted with 7 days upon a party’s request. 5. Support Services 1. The Provider shall provide the Support Services to the Customer during the Term during Business Hours. 2. The Provider may make available to the Customer an email-based help-desk. 3. The Provider shall provide the Support Services with reasonable skill and care. 4. The Customer may use the help-desk for the purposes of requesting and, where applicable, receiving the Support Services; 5. The Provider shall respond promptly to all requests for Support Services made by the Customer through the help-desk. 6. The Provider may suspend or terminate the provision of the Supported Services if Customer’s payment is past due. 6. Mobile App 1. The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities. 7. No assignment of Intellectual Property Rights 1. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider. 8. Charges 1. The Customer shall pay the Charges to the Provider in accordance with the Customer’s executed Services Order Form. 2. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added and sales taxes, which will be added to those amounts and payable by the Customer to the Provider. 3. The Provider may elect to vary any element of the Charges by giving to the Customer not less than 10 days written notice of the variation. In the event that the Customer does not wish to pay increased Charges, the Customer may immediately Terminate this agreement. 4. When you send or receive an SMS/MMS message over 153 characters the message will be split. Large messages are segmented into 153 character segments and sent individually then, rebuilt by the recipients device. For example, a 161 character message will be sent as two messages, one with 153 characters and the second with 8 characters. SMS messages sent for optin, optout, default responses, per order messages, and SMS or MMS campaigns sent on behalf of the Customer will be charged per message segment plus an additional carrier delivery fee per segment based on the average carrier fee rates as defined by the Provider at any given time. Currently this average across carriers is $0.0040 per segment. 5. The Provider Charges based on the fees detailed in your signed Services Order Form Agreement. These fees and Charges are either based on the number of stores you have in your account, or based on the number of orders processed in the Alpine IQ system on your behalf, plus SMS usage fees. 9. Payments 1. The Customer must pay the Charges to the Provider in advance of the period to which they relate. 2. If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may: (a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the American Central Bank base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or (b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. 10. Data Protection 1. Each party shall comply with any Data Protection Laws with respect to the processing of the Customer Personal Data. 2. The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement. 3. Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law or as necessary to provide Services. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest. 4. Provider shall take reasonable steps to ensure the reliability of any personnel, person, or party authorized to access or process Customer Data and Customer Personal Data. Provider shall ensure that persons authorized to access or process such data have executed confidentiality and/or non-disclosure agreements no less protective of Customer’s Personal Data than these Terms of Service, Data Protection Laws, or are under an appropriate statutory obligation of confidentiality. Provider shall appropriately discipline its agents for failing to comply with those obligations. 5. The Provider and the Customer shall each implement appropriate technical and organizational measures to ensure an appropriate level of security for the Customer Personal Data. 6. IT IS EXPRESSLY AGREED TO BY THE PARTIES THAT THE CUSTOMER IS THE SOLE RESPONSIBLE INITIATOR OF ALL MESSAGING CAMPAIGNS IN ALL CIRCUMSTANCES INCLUDING OBTAINING ANY AND REQUIRED CONSENTS AND FOLLOWING REQUIRED REGULATIONS SUCH AS THE “Telephone Consumer Protection Act” (TCPA) AND ASKING ALPINE IQ TO CREATE AND MANAGE CUSTOMER’S TEXT, SMS, MMS, PUSH, BROWSER, EMAIL AND OR OTHER MESSAGING CHANNEL CAMPAIGNS. FURTHERMORE, CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE PROVIDER FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH ANY MESSAGING CAMPAIGNS. 7. The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organizational measures to assist the Customer with the fulfillment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws. 8. The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of Personal Data breaches to the relevant supervisory authority, the communication of Personal Data breaches to the affected individuals, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 24 hours following the Provider becoming aware of the breach. For the purposes of this section 10.8, “data breach” shall mean any event that compromises the confidentiality, security, integrity, or availability of Customer Personal Data including any (i) unauthorized access, use, disclosure, modification, or destruction of Customer Personal Data; (ii) act that violates any law with respect to such data; (iii) loss or misuse (by any means) of any Customer Personal Data; or (iv) inadvertent, unauthorized and/or unlawful processing of any Customer Personal Data. Provider shall be responsible for all damages, costs, fees, losses and other liabilities [(whether direct, indirect, special, consequential, or otherwise, including any incurred in enforcement of this provision)], incurred by Customer with respect to a breach of Customer Personal Data, including: costs of investigation, third party claims, notifying individuals, entities, or governmental bodies; establishment of call/response centers; and the provision of credit monitoring and/or identity theft protection services to affected individuals (each a “Remedial Action”), to the extent such data breach did not result primarily from Customer’s acts or omissions. Except as required by Data Protection Law and only with respect to Customer Personal Data (or any act that could lead to the identification of an individual customer of Customer), Provider shall not, without Customer’s written consent, notify any third party regarding a data breach, and agrees that Customer has the sole right to determine: (i) whether and to what extent to provide notice and/or other Remedial Action with respect to the data breach to any third party, including individuals, supervisory authorities, regulators, law enforcement agencies or others, as required by law, contract, regulation or otherwise in Customer’s discretion; and (ii) the timing, content and manner of effectuating any Remedial Action. 9. Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. The Provider shall have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein. 10. The Provider shall make available to the Customer all information necessary, including without limitation (i) any report generated in connection with a data breach, (ii) the contact information of the person(s) handling any suspected data breach, and (iii) a description of the measures taken or proposed to be taken to address a data breach, to demonstrate the compliance of the Provider with its obligations under this Clause 10 and the Data Protection Laws. 11. If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavors promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance. 11. Representations and Warranties 1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party: (a) It is a duly organized, validly existing, and in good standing as a corporation or other legal entity under the laws of the jurisdiction of its incorporation or other organization; (b) It is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required. (c) It has the full right, corporate power, and authority to enter into this Agreement, and to grant the rights and licenses set forth herein, and to perform its obligations hereunder. (d) it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions. (e) The execution of this Agreement by each of the individuals whose signatures is set forth at the end of this Agreement and the delivery of this Agreement has been duly authorized by all necessary corporation action on the part of each Party. (f) This Agreement has been executed and delivered by each Party and constitutes a legal, valid, and bind obligation upon that Party. It is in material compliance with all applicable laws and contracts relating to the Agreement, and the operation of its business. 2. Additional Provider Warranties. The Provider represents and warrants to the Customer that: (a) It has the full right, power, and authority (by ownership, license, or otherwise) to use all Intellectual Property used in providing the Hosted Services and embodied in any deliverable, and to grant Customer the rights and licenses set forth herein, on the terms and conditions of this Agreement. (b) Neither Provider’s grant of the rights or licenses hereunder nor its performance of any services, including Hosted Services, or other obligations under this Agreement does or at any time will: (i) conflict with or violate applicable Law, including any Law relating to data privacy, data security, or personal information; (ii) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; (iii) require the provision of any payment of or other consideration by Customer to any third party, and Provider shall notify Customer in writing if it becomes aware of any applicable Law that would preclude Provider’s performance of its material obligations hereunder. (c) The Hosted Services, services, deliverables, or any other materials provided by Provider under this Agreement will not infringe, misappropriate, or otherwise violate any Intellectual Property rights or any other right of any third party. (d) There is no settled, pending, or threatened legal action and Provider has not received any written, oral, or other notice of any legal action (i) alleging that any access to or use of the Hosted Services does or would infringe, misappropriate, or otherwise violate any Intellectual Property right of any third party; (ii) challenging Provider’s ownership of, or right to use or license, any software or other materials used or required to be used in connection with the performance, accessing or use of the services, or alleging any adverse right, title or interest with respect thereto. 3. The Customer represents and warrants to the Provider that: (a) Neither Customer’s use of any services, including Hosted Services, or other obligations under this Agreement does or at any time will: (i) conflict with or violate applicable Law, including any Law relating to data privacy, data security, or personal information; (ii) require the consent, approval, or authorization of any consumer, governmental or regulatory authority or other third party; (iii) require the provision of any payment of or other consideration by Customer to any third party, and Customer shall notify Provider in writing if it becomes aware of any applicable Law that would preclude Customer’s performance of its material obligations hereunder. (b) The deliverables, or any other materials provided by Customer under this Agreement will not infringe, misappropriate, or otherwise violate any Intellectual Property rights or any other right of any third party (c) You represent and warrant that if you record or monitor telephone calls, SMS/ MMS messages, or other communications using the Services, then you will comply with all applicable laws prior to doing so and will secure all required prior consents to record or monitor communications using the Services. We make no representations or warranties with respect to recording or monitoring of telephone calls, SMS/ MMS messages, emails, push notifications, chat, or other communications. You acknowledge that these representations, warranties, and obligations are essential to our ability to provide you with access to recording and monitoring features that are part of the Services, and you further agree to indemnify us and our affiliates for claims arising out of or related to your acts or omissions in connection with providing notice and obtaining consents regarding such recording or monitoring of telephone calls, SMS/ MMS messages, or other communications using the Services. (d) There is no settled, pending, or threatened legal action and Customer has not received any written, oral, or other notice of any legal action (i) alleging that any access to or use of the Hosted Services does or would infringe, misappropriate, or otherwise violate any Intellectual Property right of any third party; (ii) challenging Provider’s ownership of, or right to use or license, any software or other materials used or required to be used in connection with the performance, accessing or use of the services, or alleging any adverse right, title or interest with respect thereto. 4. All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract. 12. Acknowledgements and Warranty Limitations 1. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs. 2. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure. 3. The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems. 4. The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person. 13. Limitations and Exclusions of Liability 1. Nothing in these Terms and Conditions will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law except cannabis; or (d) exclude any liabilities that may not be excluded under applicable law. 2. The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions: (a) are subject to Clause 13.1; and (b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions. 3. The Provider will not be liable to the Customer in respect of any loss of profits or anticipated savings. 4. The Provider will not be liable to the Customer in respect of any loss of revenue or income. 5. The Provider will not be liable to the Customer in respect of any loss of use or production. 6. Customer shall indemnify, defend and hold harmless the Provider from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any Customer Data or breach or alleged breach by Customer of (10.9) Sensitive Personal Information. 7. The Provider will not be liable to the Customer in respect of any loss of business, contracts or opportunities. 8. The Provider will not be liable for the monetary value or securities regulations related to gaming, lottery, raffle, or loyalty points systems and or bookkeeping of such systems via ledgers. 9. Except as specified in Sections 4 and 10, the Provider will not be liable to the Customer in respect of any loss or corruption of any data, database or software. 10. The Provider will not be liable to the Customer in respect of any special, indirect or consequential loss or damage. 11. The liability of the Provider to the Customer under the Agreement in respect of any event or series of related events shall not exceed the greater of: (a) the total amount paid and payable by the Customer to the Provider under the Agreement in the 90 day period preceding the commencement of the event or events. 10. EXCEPT FOR ANY LIABILITY ARISING OUT OF THE INDEMNIFICATION OBLIGATIONS HEREUNDER, the aggregate liability of the Provider to the Customer under the Agreement shall not exceed the greater of: (a) the total amount paid and payable by the Customer to the Provider under the Agreement. 14. Insurance 1. Required Coverage. At all times during the Term Provider shall procure and maintain, at its sole cost and expense, all insurance coverage required by applicable Law, and in any event insurance coverage in the following types and amounts: (a) Commercial General Liability with limits of no less than $3 Million per occurrence and $3 Million in the aggregate, which policy will include contractual liability coverage insuring the activities of Provider under this Agreement; (b) Cyber Liability Insurance, including the first party and third party coverage, with limits of no less than $3 Million per occurrence and $3 Million in the aggregate for all claims each policy year. (c) Worker’s Compensation and employers’ liability insurance with limits no less than the minimum amount required by applicable Law for each accident and occupational illness claim. The coverage limits stated herein above may be met by Provider through combined primary and excess or umbrella coverage. 15. Force Majeure Event 1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. 16. Termination 1. Either party may terminate the Agreement by giving to the other party at least 60 days' written notice before the Term ends (The auto-renew date) or before 90 days has elapsed from the Effective Date. Otherwise the Term will renew for the full Term Length. 2. Either party may terminate the Agreement after providing written notice of a material breach and intent to terminate to the other party if the other party commits a material breach of these Terms and Conditions and the breaching party fails to cure the breach within 7 days thereof. 3. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if: (a) the other party: i. is dissolved; ii. ceases to conduct all (or substantially all) of its business; iii. is or becomes unable to pay its debts as they fall due; iv. is or becomes insolvent or is declared insolvent; or v. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or (d) if that other party is an individual: i. that other party dies; ii. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or iii. that other party is the subject of a bankruptcy petition or order. 17. Effects of Termination 1. Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, except that Terms and Conditions that by their nature should survive termination shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely) including but not limited to Sections and Clauses 1, 3.9, 4.4, 8.1, 9, 10, 11, 12, 13, 17, 18 and 20. 2. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party. 3. Within 10 days following the termination of the Agreement for any reason: (a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and (b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement, without prejudice to the parties' other legal rights. 18. Notices 1. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods: (a) sent by email to the relevant email address specified through the Hosted Services, in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server; or (b) sent using the contractual notice mechanism incorporated into the Hosted Services, in which case the notice shall be deemed to be received upon dispatch, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time. 19. General 1. No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach. 2. If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted). 3. The Provider may vary the Agreement by giving to the Customer at least 10 days written notice of the variation. Subject to this, the Agreement may only be varied by a written document signed by or on behalf of each of the parties. 4. The Customer hereby agrees that the Provider may assign the Provider's contractual rights and obligations under the Agreement to any third party. The Customer must not without the prior written consent of the Provider, which shall not be unreasonably withheld, assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Agreement. 5. The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party. 6. Subject to Clause 13.1, a Services Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Services Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. 7. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Dallas and County of Dallas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. 20. Interpretation 1. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to: (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and (b) any subordinate legislation made under that statute or statutory provision. 2. The Clause headings do not affect the interpretation of these Terms and Conditions. 3. References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided. 4. In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things. 21. Miscellaneous 1. Customer agrees to reasonably cooperate with the Provider to serve as a reference account upon request. 2. The Provider and the Customer can enter a renegotiation (at the Customer’s request) after the Customer has obtained 30 days of operational data from their fourth retail location (that is connected to the system), assuming that the Customer had 3 stores or less prior.
3. Customer agrees to give the Provider a license to use it’s name and logo in marketing material at its discretion. 22. Amendments 1. Providers reserves the right to make changes to these terms and will provide customer (7) days written notice prior to any change. Following such notice, your continued access or use of the Services on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Services. Exceptions: Provider may not be able to provide at least seven (7) days prior written notice of updates to these Terms that result from changes in the law or requirements from telecommunications providers.