©2025
This Software as a Service Agreement (“Agreement”) is made between Infinity Constellation Inc. (d/b/a Supernal) (“Company”), and the individual making use of the Services, or, the entity represented by such individual (“Client”, and together with Company, individually, a “Party” and collectively, the “Parties”).
The Agreement is comprised of: (a) these terms and conditions; (b) the attached order form confirming scope of services, pricing and other information (“Order Form”); (c) the Company’s Privacy Policy available online: https://www.getsupernal.ai/privacy-policy; and (d) all other documents signed by both Parties with respect to the Services. The individual accessing the Services on behalf of an organization represents that they are entitled to bind their respective organization to the terms of this Agreement.
Services. This Agreement between the Parties pertains to a software platform made available by the Company (the “Platform”), through which the Client can request outputs to be completed by human and/or AI agents (“Task Outputs”). Company makes the Platform available as a service as set out in this Agreement (alongside the Task Outputs and other services described in the Order Form, the “Services”).
End Users. Client is responsible for managing the access to and use of the Platform by the individuals to whom it grants access (the “End Users”). End Users are obliged to access the Services through identifiers either made available by Company or through Client’s own directories (“Credentials”). In no case shall Client or End Users be deemed to be an individual consumer under applicable consumer protection rights statutes.
Hosted Environment. Except as may be provided in any applicable Order Form, the Platform and any Client Data (as defined below) are hosted on servers and facilities owned, controlled, and operated by third parties (“Hosting Provider(s)”) with whom Company has contracted for such facilities. Company may appoint a new Hosting Provider, relocate the Platform (or parts thereof) or otherwise modify the hosting environment, at its discretion at any time in accordance with this Agreement.
Availability. Company will use commercially reasonable efforts to make the Services usable on an uninterrupted basis to Client, other than during any period of scheduled maintenance determined by Company or the Hosting Provider. The availability target set forth above may be varied due to: (i) maintenance by Company of its systems and the Platform; (ii) any circumstance or events beyond the reasonable control of Company; (iii) Client’s (including its End Users’) acts, errors, omissions, or breaches of the terms of this Agreement; (iv) any problems or errors with any computer equipment or network that is the responsibility of Client or third parties, including any issues originating with client systems, computer equipment or networks that are not the responsibility of Company or within its direct control, including public telecommunications services; and (v) unavailability of “tria l” or “beta” features of the Services, or sandbox or test environment use of the Services. Client acknowledges that there may be instances where Company needs to interrupt the Services without notice in order to protect the integrity of the Platform and/or Company's systems (or those of a Hosting Provider) due to security issues, attacks or other unforeseen circumstances.
Quality Framework and Acceptance. The Parties shall agree on a quality framework, setting out how Task Outputs shall be evaluated for acceptance, subject to the agreed upon quality target (together, the “Quality Framework”). Unless otherwise specified in an Order Form, Client shall accept or reject the Task Outputs based on the Quality Framework within three (3) business days (the “Evaluation Period”). If any Task Output is rejected, Client will explain the reason in writing. A Work is deemed accepted if it is not rejected within the Evaluation Period. As Client’s sole and exclusive remedy for any failure to meet the applicable Quality Standard, Supplier will correct and re-deliver the Task Output at no additional cost, under agreed deadlines, and subject to an additional Evaluation Period.
Support Services. Company will use commercially reasonable efforts to correct or eliminate any defect, error, bug or other failure of all or part of the Platform (each, an “Issue”). Company makes no representations as to the timeliness of responses to support requests or to remediate any issues in the delivery of the Services. The foregoing shall be Client's sole and exclusive remedy for resolution of Issues and Company does not guarantee or warrant that all Issues are or will be resolved or eliminated or correctable or that a workaround will be made available. If Company is unable to resolve a reported Issue, Client’s sole remedy is to terminate this Agreement on a going forward basis.
Maintenance and New Versions. The Services include the provision of updates or patches to the Platform intended to correct Issues or that constitute and may include enhancements to the Platform as may be provided by Company from time to time (“Updates”). The Updates are deemed to be part of the Platform and are implemented automatically into the Platform and made available to Client as soon as such Updates are made available by Company to its other customers.
Agents. The Platform connects End Users with artificial intelligence models, artificial intelligence agents or contract agents (“Agents”) in response to queries from End Users. Reliance on Agents by Client and/or End Users is their sole and exclusive responsibility, and, subject to any agreement related to agreed-upon Quality Framework, the Company and Agents make no representations as to the accuracy of the Services (including Task Outputs). While Company takes reasonable steps to confirm a given human Agent’s self-declared expertise, it makes no representations or warranties as to whether such expertise exists (whether generally or in response to any query). Any feature of the Services that ranks, triages, or presents information in response to a query or otherwise does so on a strictly informational basis, with End Users being solely responsible with respect to any engagement with or information provided to Agents.
PERMITTED USE AND CLIENT OBLIGATIONS
Permitted Use.
Subject to Client abiding by the terms and conditions of this Agreement, Client shall have the limited, non-exclusive, non-transferable, and non sub-licensable right to use and access the Platform remotely via the internet solely for Client's internal and professional use (the “Permitted Use”).
Unless specifically provided for in an applicable Order Form, the Permitted Use of the Services does not include use:
In a manner that could be construed as the Services being regulated advice, including legal, financial, investment, accounting, medical, or other regulated advice;
In order to perform mass data gathering in a way that violates any third party right, including intellectual property rights or rights related to personal information (ex. data scraping);
To perform Sensitive Data annotation, classification, gathering or content moderation. “Sensitive Data” means any media (video, text, audio or images) that includes pornography, violence, acts of terror, injured or deceased individuals and other content to which exposure can be harmful;
In any other manner that would cause the Platform to have to be registered with a given authority (ex. SEC).
End Users. Client shall be solely responsible for the use and access to the Services by End Users, as well as ensuring that there is no unauthorized use or access to the Services. Client specifically acknowledges and agrees that it shall: (i) ensure that End Users are bound by and abide by the terms and conditions of this Agreement; (ii) promptly notify Company of any non-compliant or suspected non-compliant access to or use of the Platform by any person (including loss or misuse of the Credentials); and (iii) collaborate with Company where necessary to investigate or monitor compliance with the terms of this Agreement.
Restrictions on Use. Except as otherwise expressly provided herein, Client shall not: (i) provide, disclose, sublicense or otherwise permit any person to access, use, read, disseminate, transmit, download or reproduce any elements of the Platform or related documentation; (ii) adapt, translate, change, customize, enhance, partially delete, alter or otherwise modify the Platform in any manner or to any extent whatsoever; (iii) to the maximum extent permitted by applicable law, disassemble, decompile, reverse engineer, or otherwise investigate all or any part of the Platform; (iv) introduce viruses, worms, trojan horses and other items of a disabling or destructive nature within the Platform or Company's systems (as well as those of Hosting Providers); (v) probe, scan, or test the vulnerability of any of Company's (and/or a Hosting Provider's) system or network, unless expressly authorized in writing by Company; (vi) disclose the results of any software benchmark tests without Company’s prior written consent; (vii) have any right to access or obtain a copy of the object code or source code to the Platform; (viii) forge any IP address information, Credentials or login information or otherwise circumvent the Platform's access mechanisms; (ix) make use of the Services with materials of any kind that will violate or infringe upon the intellectual property rights of any third party or contain libelous, defamatory or otherwise unlawful material; and/or (x) sell, assign, pledge, sublicense, or otherwise transfer its rights under this Agreement (except as otherwise provided in this Agreement).
Client Obligations.
All information and data submitted by Client to the Platform while using the Services is defined as “Client Data”. Client is solely responsible for the accuracy, quality, integrity, legality, and reliability of all data it discloses to Company hereunder, including any Client Data, personal information and Confidential Information (as defined below). Client releases Company from any responsibility or liability in the event of non-compliance of Client or End Users with any applicable law, statute, rules, guideline or public policy, in connection to the collection, use and disclosure of Client Data, Confidential Information or other information in connection with the Services.
Client acknowledges and agrees that Company is in no event responsible or liable for obtaining required consents and authorizations for the collection, use, and disclosure of information under this Agreement or otherwise, nor for the quality, legality and reliability of information provided by Agents.
Client shall adopt and enforce policies to ensure compliance with the terms of this Agreement, including compliance by End Users with the Permitted Use. Nor Client or End Users are entitled to vary the terms of this Agreement with respect to their interactions with Agents or contact Agents outside of the Platform.
Client shall report without delay to Company any issues arising from its use of the Services, including potential contravention of the terms of this Agreement by End Users or any issues arising from its interactions with Agents.
FEES AND PAYMENT
Fees. In consideration for the provision of the Services, Client shall pay to Company the applicable fees resulting from its use of the Services (“Fees”), which shall be charged and invoiced to Client. No reimbursement will be made for any cancellation of the Services or decrease in number of End Users during the Term (if pricing is based on the number of End Users).
Overage Fees. If Client exceeds the limits set out in the subscription package it is subscribed to, Client shall be responsible for the overage fees and shall pay them in accordance with this Agreement.
Payment Terms. Except as set out in any applicable Order Form, all amounts owed to Company shall be paid within 30 days of an invoice. Any unpaid amount shall bear interest from the due date to the date of payment at the rate of 1% per month (being 12% per annum), or, if lower, the highest rate permitted under applicable law, such interest to accrue from day to day and to be compounded on a monthly basis, and default of payment may lead to suspension or termination of the Services. Payment shall be made without any right of set-off, recoupment, counterclaim, deduction, debit or withholding for any reason. Except as provided for herein, all payments made pursuant to this Agreement are non-refundable.
Taxes. The Fees are exclusive of all taxes imposed by applicable law in connection with the Fees, including, sales tax, goods and services tax, use, withholding or excise tax and all other like or similar taxes applicable to the provision of Services, and Client shall be responsible for the payment of all such applicable taxes.
INTELLECTUAL PROPERTY
Ownership of Platform. As between the Parties, all rights, titles, and interests in and to the Platform and the documentation (inclusive of all enhancements, changes, and modifications to the Platform and documentation), including all intellectual property and other proprietary rights therein are owned solely and exclusively by the Company. Nothing in this Agreement shall, or shall be deemed or construed to, assign, transfer, or convey to or vest in Client any title, rights, or interest in or to any intellectual property, including in or to the Platform or the documentation, other than the rights specifically and expressly granted herein. Company reserves all rights not expressly granted to Client hereunder.
Ownership of Task Outputs. As between the Parties, all rights, titles, and interests in and to the Task Outputs, including any applicable intellectual property and other proprietary rights therein are owned solely and exclusively by the Company. The Company will not reuse Task Outputs except as expressly permitted herein.
Client Data. Subject to the limited licenses granted herein, Client represents and warrants that, as between the Parties, all rights, titles, and interests in and to the Client Data including any intellectual property and other proprietary rights therein are owned solely and exclusively by Client. Client shall abide by all laws, policies, procedures, guidelines or other rules applicable to Client Data.
Client Data and Task Outputs. Client acknowledges and agrees that by using the Services it will make available Client Data to the Company. Client hereby grants to the Company a personal, worldwide, royalty free and non-exclusive license to (i) use the Client Data and Task Outputs to provide the Services to the Client; and (ii) for the purpose of improving the Platform and Services, including for the purpose of analytics and product development, subject to the Privacy Policy. Company and Client agree that all Client Data and Task Outputs may be stored on servers located worldwide, including Europe and the United States of America. The Services rely on third-party technology, including large language models, deemed by their providers to be experimental.
CONFIDENTIALITY
“Confidential Information” means any and all data or information including the terms of this Agreement, the Client Data, specifications, documents, correspondence, research, software, web logs, trade secrets, discoveries, ideas, know-how, designs, drawings, product information, technical information, the Credentials and all information concerning the operations, affairs and businesses of a Party, the financial affairs of a Party and the relations of a Party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures and marketing plans) which is disclosed or made available (in any format) by such Party (the “Disclosing Party”) in connection with the Agreement to the other Party (the “Receiving Party”). The terms of the Agreement are deemed Confidential Information (including all Fees).
Confidentiality Obligations. The Receiving Party shall hold in strict confidence any Confidential Information under the same degree of care as it normally applies to its own confidential information, but in no case less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party that was legally in possession thereof and was free to disclose same; (iii) the information was independently acquired by third parties without access to or knowledge of the Confidential Information; or (iv) this disclosure was required by law or a court order, provided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure.
Public Announcements. Company shall be permitted to disclose the fact that Client is a customer of Company in its marketing, promotional or other similar materials and on its website or orally. To this effect, Client hereby grants Company the right to use Client’s name, brands, and trademarks (collectively, the “Trademarks”) in Company’s marketing, promotional or other similar materials; provided however that Company complies with any reasonable guidelines and requirements of which it has notice relating to the use of the Trademarks as Client, from time to time, may institute in its reasonable judgment. Upon Client's prior approval, Company may be authorized to use Client as the basis for published case studies.
REPRESENTATIONS AND WARRANTIES
Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement, grant the licenses set forth herein and to discharge its obligations hereunder; and (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not violate any agreement to which it is a party or by which it is or will be otherwise bound.
Company's Representations and Warranties. Company further represents and warrants that, during the Term, (i) the Services will be performed in accordance with this Agreement; and (ii) it has not received, and has no knowledge, of any claim or allegation that the Platform, or Client's use of the Services infringes or misappropriates any intellectual property right of any third party.
Exclusions. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS OR WARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. CLIENT ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE SOFTWARE OR THE SERVICES PROVIDED HEREIN, AND THAT CLIENT HAS NOT RELIED ON ANY REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. COMPANY MAKES NO WARRANTIES AS TO THE EXPERTS NOR THE QUALITY OR TIMELINESS OF ANY RESPONSE TO A QUERY OR INTERACTION VIA THE SERVICES. CLIENT SPECIFICALLY ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR ENSURING ITS OWN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. ANY INFORMATION PROVIDED BY AGENTS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Without limiting the terms of this Agreement, in no case shall Client or End Users use the Platform or Services to: (i) conduct any illegal activity; or (ii) exchange any information in violation of confidentiality obligations, fiduciary duties or other duty of care to any third party. The Services do not constitute legal, financial or compliance-related advice and do not replace Client’s own professional judgement.
Client's Representations and Warranties. Client further represents and warrants that: (i) it shall at all times comply with any applicable laws (including any applicable securities, privacy or data protection laws) and this Agreement; (ii) the Client Data does not infringe or misappropriate any rights of any third party (including End Users'); and (iii) it has obtained all necessary consents and authorizations for the collection, use, and disclosure of the Client Data to Company hereunder, prior to such Client Data being made available by Client through the Platform.
INDEMNIFICATION AND LIMITATION OF LIABILITY
Indemnification by Client. Client agrees to indemnify, hold harmless, and defend Company from and against all claims, actions, and demands made or threatened against Company from any third party that results from or arise out of any material breach of Client's representations and warranties under this Agreement, including, but not limited to its representations and warranties, any non-compliance of Client with respect to laws applicable to the Client Data, and any claims, actions, and demands resulting from an individual in connection to personal information contained therein.
Indemnification by Company. Company agrees to indemnify, defend, and hold Client harmless from and against any claim that the Services, or the provision, receipt, or use thereof as authorized by this Agreement infringes, misappropriates, or otherwise violates the intellectual property rights of any third party, or that Company has failed to obtain or maintain any permissions, consents, authorizations, rights, or licenses necessary for Company to provide or Client to receive or the Services as authorized herein (an “IP Claim”).
Exclusions. Company’s indemnification obligation shall not apply to any IP Claim to the extent resulting from: (i) Client’s use of the Services in material breach of the applicable use rights or restrictions under this Agreement; (ii) unauthorized modifications to the Services made by Client; (iii) Client’s use of the Services in combination with third-party products or services that are neither supplied nor approved by Company nor reasonably intended or required in order to access or use the Services, where the IP Claim is predominantly directed to infringing aspects of such third-party products or services and would not have arisen but for such combination; or (iv) Client’s instructions.
Indemnification Procedure. A Party invoking the indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing upon knowledge of any claim for which it may be entitled to indemnification under this Agreement. The Indemnified Party must permit the Indemnifying Party to have the sole right to control the defense and settlement of any such lawsuit (provided that the Indemnified Party may opt to participate in the defense at its own expense). The Indemnified Party must provide assistance to the Indemnifying Party in the defense of such a lawsuit, at the Indemnifying Party's cost and expense. The Indemnifying Party must not enter into any settlement agreement or otherwise settle any such claim or lawsuit that does not contain a full and final release of all claims against the Indemnified Party without its express prior consent or request. Where Client invokes its rights as a result of a third party claim or allegation that the Services infringes any intellectual property right of any third party, Company may, at its own expense and at its sole discretion, (a) replace or modify the Services so as to be non-infringing, (b) obtain for Client a license to continue using the Services, or (c) if neither (a) nor (b) is feasible, terminate the Agreement.
Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST OF PROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO CASE SHALL COMPANY'S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED IN THE AGGREGATE THE FEES PAID BY CLIENT HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY. IT IS AGREED THAT THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CLIENT OF THE OBLIGATION TO PAY FEES AND THE OTHER AMOUNTS PAID TO COMPANY, PLUS ANY APPLICABLE TAXES.
TERM AND TERMINATION
Term. The Services shall commence on the Effective Date and continue for the period of time specified in the Order Form (“Term”), unless otherwise terminated in accordance with this Section 8.
Termination.
Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party (A) commits a material breach of this Agreement, and either fails within 30 days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion; or (B) becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed, or a petition in bankruptcy is filed with respect to the Party and is not dismissed within 30 days. Company may, at its sole discretion, elect to suspend the Services during the 30-day cure period.
Company may elect to terminate this Agreement upon a one month prior notice to Client. In the event of such termination, Client shall only be responsible for the Fees due through to the effective date of termination and Client will not be required to make any further payment of Fees and such relief from payment of Fees shall be Client’s sole and exclusive remedy in such circumstances. Client agrees that any termination under this Subsection (b) or failure to find a replacement hosting service shall not be a breach of this Agreement by Company.
Effects of Expiration or Termination.
Upon expiration or termination of this Agreement: (i) Company shall cease providing the Services; (ii) Client and End Users shall cease all use of the Platform and documentation and return the documentation, and all copies thereof, in their possession or under their control to Company (or at Company's direction, destroy it); and (iii) each Party shall return to the other Party, or at the direction of the other Party destroy (and provide an officer’s certificate attesting to the destruction as is satisfactory to the other Party, acting reasonably), within 30 calendar days of the termination date, all Confidential Information of the other Party.
Upon expiration or termination of this Agreement, Company shall discontinue the Services to prevent further use by End Users, however, limited access will be provided for not more than 15 days to allow Client's administrators to participate in the winding down of the site(s) and assist in the migration of Client Data. Company may invoice Client for wind down services as agreed upon in advance or where such wind down is beyond the ordinary course of Company's business. After such 60 days, Company is under no obligation to retain or provide access to Client to Client Data under this Agreement. Notwithstanding the foregoing, the Parties agree that some Confidential Information may be retained for archival purposes, provided it is not otherwise accessible in the ordinary course of business. Any such Confidential Information held by a Party will remain subject to the terms hereof.
Survival. The provisions of Sections 2, 3, 4-9 (as well as the definitions of terms related thereto) shall survive the termination or expiration of this Agreement, so as any other provisions which by their meaning are intended to survive such expiration or termination.
General Provisions
Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to all the matters herein and supersedes all prior agreements, proposals, understandings, letters of intent, negotiations and discussions between the Parties, whether oral or written. This Agreement may be amended or modified in whole or in part by Company by publishing updated terms on its website, and Client’s continued use of the Services shall be deemed acceptance of such changes. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then such provisions shall be read down so as to not be invalid or enforceable. The remaining provisions of this Agreement shall remain unaffected.
Notice. All notices or approvals required or permitted under this Agreement will be in writing and delivered by email transmission, overnight delivery service, or certified mail, and in each instance, will be deemed given upon receipt. All notices or approvals will be sent: (i) to Company at either support@getsupernal.ai or the address specified on the Order Form and (ii) to Client at the physical or electronic email address provided on the Order Form. For notices sent by email, the date of receipt will be deemed the date on which such notice is transmitted.
Jurisdiction. This Agreement shall be exclusively governed by the laws of the State of California (and all federal laws applicable therein). The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the County of Santa Clara in respect of all matters and disputes arising hereunder.
Assignment and Delegation. This Agreement shall be binding upon and shall ensure to the benefit of and be enforceable by each of the Parties, their respective successors and permitted assigns. Client may not assign all or any part of this Agreement without the prior written consent of Company, which consent will not be unreasonably withheld, except to an Affiliate. Where Client's business undergoes a change of control through the purchase by a third party of a substantial part of Client's assets for which the Services were provided, the third party acquirer of such assets shall be required to separately enter into an agreement with Company for the Services, and Company may invoice Client and/or such third party acquirer for the migration and separation of Client Data, as agreed upon. Company may assign this Agreement without the consent of Client at any time. Company may subcontract the performance of its obligations hereunder to any person without the prior written consent of Client.
Independent Contractor. It is expressly understood and agreed that each Party shall be acting as an independent contractor in performing its obligations hereunder and shall not be considered or deemed to be an agent, employee, joint venture or partner of the other Party. Nothing in this Agreement shall prevent Company from providing any services to any other person.
Waiver and Remedies. No delay or omission by a Party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other Party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the Party waiving its rights. Certain breaches of this Agreement result in irreparable harm and that monetary damages would be an inadequate remedy for such breach, namely with respect to Confidential Information and Company's intellectual property rights to the Platform and Services.
Force Majeure. Neither Party shall be liable for delays in or for failures to perform hereunder due to causes beyond reasonable control, including acts of God, service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power, surges or outages, epidemics, flood, earthquakes, riot, or war (each, a “Force Majeure Event”). Each Party shall use commercially reasonable efforts to provide the other Party with notice of any such events. If Company is unable to perform for a period of more than 30 days due to any such delay, Client may terminate this Agreement without liability to Company (other than fees and charges payable through the effective date of the Force Majeure Event).
Counterparts. This Agreement may be executed in one or more counterparts, including by email, each of which when executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement.
