These Terms and Conditions (the “Terms”), effective as of the date listed as Effective Date in the initial Order Form, govern your access to and use of any software-as-a-service application, website, or software operated by SurePoint Technologies, Inc. (“SurePoint Technologies”), or any of its affiliates, including Leopard Solutions, LLC (“Leopard Solutions”) (collectively, “SurePoint,” “We,” “Us,” or “Our”). By accessing or using any SurePoint Application, you (“Client,” “You,” or “Your”) agree to be bound by these Terms, our Privacy Policy, and any applicable Order Form or subscription agreement (collectively, the “Agreement”). If You do not agree to these Terms, You may not access or use any of the Products (as defined below) or Services (as defined below). When You access Legal Insights, Your relationship is with Leopard Solutions. When You access any other SurePoint Application, Your relationship is with SurePoint Technologies.

A. DEFINITIONS.

1. “Affiliate” means with respect to SurePoint, any other entity that is directly or indirectly Controlling, Controlled by, or under common Control with SurePoint, where “Control” and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

2. “AI Features” means any functionality within the SurePoint Applications that uses machine learning, generative AI, large language models, or similar techniques to generate, transform, summarize, predict, classify, or otherwise process text, documents, data, or other content, including any such functionality provided by an Integration Partner through an API or other authorized integration.

3. “AI Output” means results produced by AI Features based on Client Data, prompts, or other inputs.

4. “API” means any application programming interface, software development kit (SDK), web service, or related tool, functionality, or documentation made available by SurePoint that enables Client or an Integration Partner to access, exchange, or transmit data to or from the SurePoint Applications, or to interoperate with the SurePoint Technology, subject to SurePoint’s API Terms of Use and applicable technical requirements.

5. “API Terms of Use” means the terms and conditions published by SurePoint (as updated from time to time) that govern access to and use of any API made available by SurePoint or its Affiliates in connection with the SurePoint Applications or SurePoint Technology. The API Terms of Use apply to any person or entity that accesses or utilizes a SurePoint API, whether or not such person or entity is a Client, Authorized User, or Integration Partner, and are incorporated into this Agreement by reference.

6.“Application Account” means the account in the SurePoint Application belonging to an Authorized User.

7. “Authorized Users” means all persons that a Client permits to access their SurePoint Application Account.

8. “Claim(s)” shall mean, individually or collectively, any allegations, suit, actions, proceedings, liabilities, damages, fines, penalties, taxes, costs, losses and expenses, including reasonable attorneys’ fees and costs of settlement, and including by reason of bodily injury (including death) or damage to tangible property

9. “Client Data” means any data, information or material, in any form or medium, that is submitted, posted, or otherwise transmitted, collected, downloaded or otherwise received, including through Data Migration Services, directly or indirectly, from You or any User that is input into Your SurePoint Application Account.

10. “Cloud Platform Services” means access to multi-tenant, cloud-based SurePoint Applications where multiple clients share common infrastructure and software instances with logical segregation of Client Data.

11. “Cloud Services” means Hosting Services and Cloud Platform Services.

12. “Contributed Content” means any documents, spreadsheets, presentations, templates, or other information in any format that is provided by an Authorized User or a third party that is added to the Shared Knowledge Library.

13. “Data Migration” has the meaning described in Section C(3).

14. “Data Migration Services” has the meaning described in Section C(3).

15. “Designated Consultant” means an employee, contractor, or consultant engaged by Client to assist Client in implementing, configuring, or optimizing the SurePoint Applications. Such services may include, without limitation, Data Migration Services, workflow analysis, user training, template or form creation, and other technical or advisory services intended to support Client’s utilization of the SurePoint Applications.

16. “De-identified” means data or information that neither identifies nor provides a reasonable basis to identify a company or an individual, where, without limitation, the following identifiers have been removed: company names and the names of individuals, addresses, account numbers, other identification numbers, phone numbers, e-mail address(es) and any other information which could reasonably be anticipated to identify, when taken in the aggregate, a specific company, organization or individual.

17. “Documentation” means any user manuals, handbooks, and guides relating to the Products and Services provided by SurePoint to Client either electronically or in hard copy form.

18. “Finance Core” means the accounting application formerly known as Coyote Analytics.

19. “Finance Enterprise” means the accounting application formerly known as Legal Management System or LMS.

20. “Finance Pro” means the accounting application contained within the application formerly known as ZenCase, now known as Practice Pro.

21. “Hosting Services” means single-tenant hosting, management, and operation of a SurePoint Application for Client.

22. “Initial Term” shall mean the time period provided in the Order Form as the initial term of the Client’s subscription to utilize a SurePoint Application.

23. “Integration Partner” means a third-party entity (other than Client or its Authorized Users) that accesses or interfaces with a SurePoint Application or SurePoint Technology through an API or other authorized technical integration for the purpose of exchanging data, enabling interoperability, or providing complementary functionality.

24. “Order Form” means the writing which identifies the Products and/or Services ordered by Client from SurePoint pursuant to the Agreement, including, but not limited to cost, time, schedule and any other terms and conditions agreed to by the Parties, as may be amended by the Parties from time to time pursuant to its terms. The Parties may from time to time enter into additional Order Forms memorializing subsequent business arrangements. Each such Order Form, once executed and delivered by both Parties, shall be incorporated into and form part of the Agreement between SurePoint and the Client. In the event of a conflict between the Terms and any Order Form, the terms of the Order Form shall prevail.

25. “Practice Pro” means the application formerly known as ZenCase.

26. “Products” means the products provided by SurePoint and its Affiliates, as specified on one or more Order Forms, including but not limited to the SurePoint Applications, together with other products under this Agreement provided by SurePoint to Client pursuant to this Agreement.

27. “Renewal Term” shall mean each additional time period following the Initial Term during which the Client is permitted to access a SurePoint Application.

28. “Services” means the services provided by SurePoint and its Affiliates, as specified on one or more Order Forms, together with other services under this Agreement provided by SurePoint to Client pursuant to this Agreement.

29. “Shared Knowledge Library” means the library of shared documents, forms, ZenKM knowledge templates, and other information, documents, spreadsheets, PowerPoint presentations or data that is made available for Authorized Users on any SurePoint Application.

30. “Subscribed Applications” means those certain SurePoint Applications that the Client has subscribed to utilize pursuant to an executed Order Form.

31. “SurePoint Applications” means Finance Pro, Finance Enterprise, Practice Pro, SurePoint Pro, Finance Core, SurePoint CRM, and Legal Insights, collectively, and any other SurePoint or Leopard Solutions applications that may be added in the future.

32. “SurePoint CRM” means the application formerly known as Contact Ease.

33. “SurePoint Pro” means the Practice Pro and Finance Pro applications.

34. “SurePoint Technology” means all technology and/or other intellectual property (including software, hardware, data, products, processes, algorithms, user interfaces, know-how, techniques, designs, content and other tangible or intangible technical material or information) made available to Client by SurePoint in connection with providing the Products, Services and all improvements, innovations, updates, upgrades, modifications and derivative works pertaining to the foregoing.

35. “Third Party Claim” means any Claim brought by any party other than You or Your affiliates.

36. “Third Party Products” means any third-party products that are provided with or incorporated into the Products or Services.

37. “Trial Account” means a temporary, free Application Account that is provided to allow a Trial User to utilize the Subscribed Application(s) on a temporary basis.

38. “Trial Account Holder” means Authorized User that has an agreement with SurePoint for the use of a Trial Account.

39. “Trial User” means an Authorized User that is utilizing a Trial Account of the SurePoint Application(s).

B. GRANT OF RIGHTS.

1. License Grant and Restrictions. Subject to the terms and conditions of this Agreement, SurePoint hereby grants to Client and Client’s Authorized Users, for the duration of the Term (as defined below), a limited, non-exclusive, non-transferrable and non-sublicensable right to: (i) access and use Subscribed Applications for Client’s own internal business purposes; (ii) access the Subscribed Applications and/or Cloud Services solely for Client’s internal business purposes; and (iii) use any Documentation, including the creation of a reasonable number of copies of the Documentation as may be necessary for Client’s internal business purposes in connection with its use of the Subscribed Applications. In addition, SurePoint agrees to provide certain additional Products and Services as specified in the Order Form(s). The license(s) granted by SurePoint to Client in this Section B(1) will not include any right by Client or its Authorized Users to access any object code or source code included in the Products or Services. Client shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make available to any third party the SurePoint Technology, Products or Services or any portion thereof, other than making the SurePoint Technology available to Authorized Users who are authorized to use such Products and Services as strictly required for Client’s performance of its obligations hereunder.

2. Intellectual Property Ownership. As between SurePoint and Client, the SurePoint Technology and all intellectual property rights therein or related thereto SurePoint Technology, including any modifications, improvements, enhancements or upgrades thereto, and all derivative works therefrom, are and shall remain the exclusive property of SurePoint or its third-party licensors as applicable. 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. Client shall not remove any copyright notices or other proprietary notices from the Products, Services or Documentation.

3. Client Data. We acknowledge that, as between Us and You, You own the Client Data and reserve all rights in the Client Data not expressly granted to Us under this Agreement. You grant to Us a non-exclusive, perpetual, royalty-free, irrevocable, fully paid-up, worldwide license to copy and use the Client Data as necessary to: (a) provide the Services and for Us to otherwise exercise Our rights and discharge Our obligations under this Agreement, including sublicensing such Contributed Content to any Authorized Users and third parties as SurePoint may choose in its sole discretion; (b) to improve and enhance the Services, Products and/or SurePoint Technology, subject to and in accordance with all applicable laws relating to data privacy and security, and, (c) use the Client Data to collect, compile and use information collected by SurePoint, provided it is De-identified (including, without limitation, Client Data) collected in the performance of Services (“Aggregate Data”), for the purpose of analyzing and reporting the effectiveness of any trends in the Services or for other uses as SurePoint may decide, including, but not limited to disclosing, displaying, and commercializing the Aggregate Data and for no other purpose. For the avoidance of doubt, no consideration was (or shall be) asked for or received with respect to any Client Data provided by You to Us hereunder. You represent, warrant and covenant to Us that: (i) You have the requisite rights with respect to the Client Data to grant to Us the license and other rights with respect to the Client Data set forth in this Section B(3); (ii) Client Data was not obtained through an act of misappropriation or unlawful means, and the collection of Client Data and the disclosure of Client Data to Us do not violate any terms of service, applicable privacy policy, or any obligation of confidentiality or other duty owed to the source of the Client Data; and (iii) the Client Data does not infringe upon any Intellectual Property rights of any third party.

4. Integration Partner Access. Client may, at its option, connect certain Integration Partners to the SurePoint Applications through SurePoint’s published APIs, subject to SurePoint’s API Terms of Use and applicable technical documentation. Client is solely responsible for (a) any data transmitted to or from such Integration Partners, (b) the configuration and security of any integrations it enables, and (c) ensuring that such Integration Partners comply with all applicable laws and these Terms. SurePoint may monitor API usage and may suspend or revoke an Integration Partner’s access at any time if SurePoint determines, in its reasonable discretion, that such Integration Partner (i) compromises system security or performance, (ii) violates the API Terms of Use, or (iii) otherwise poses a risk to the SurePoint Applications or to other clients. For clarity, SurePoint is not responsible or liable for any acts, omissions, or processing activities of any Integration Partner, unless expressly agreed in writing.

5. Contributed Content. You are under no obligation to provide Contributed Content to SurePoint; but if You do elect to provide Contributed Content, You represent and warrant that any Contributed Content provided to SurePoint for inclusion in any Shared Knowledge Library is owned or lawfully controlled by You and does not infringe, misappropriate, or otherwise violate the intellectual property, confidentiality, or privacy rights of any third party. You further represent and warrant that no Contributed Content contains information subject to attorney–client privilege, work product protection, or any other confidentiality obligation that would restrict its disclosure or reuse. All Contributed Content must be accurate, lawful, and compliant with applicable professional conduct rules and free from any defamatory, obscene, or otherwise unlawful material. By submitting Contributed Content, You grant to SurePoint a perpetual, irrevocable, worldwide, royalty-free license to host, reproduce, distribute, and display such Contributed Content within the Shared Knowledge Library for use by other authorized users in accordance with these Terms.

6. Use of the Shared Knowledge Library. SurePoint accepts Contributed Content to the Shared Knowledge Library from Authorized Users, as well as third parties. All content that is provided in the Shared Knowledge Library is for the limited use of Client and its Authorized Users. The redistribution, reselling, relicensing, or other commercial use or distribution of any content from the Shared Knowledge Library is prohibited; provided, however, that content from the Shared Knowledge Library may be used in the ordinary course of business in the practice of law by an Authorized User, subject to the limitations provided in this Agreement. Client and each Authorized User expressly acknowledge and understand that the content in the Shared Knowledge Library has been contributed from numerous authors and sources, and SurePoint is not responsible for any such content in the Shared Knowledge Library. Specifically, SurePoint does not guarantee that such content from the Shared Knowledge Library does not infringe upon any Intellectual Property rights of any third party. SurePoint cannot ensure that the quality of any content within the Shared Knowledge Library is either accurate or meets the appropriate legal standard, as each Authorized User that utilizes any content from the Shared Knowledge Library must independently verify the accuracy, appropriateness and quality of any such Shared Knowledge Library content.

7. Updates and Upgrades. You acknowledge that We will from time to time develop updates and that We may incorporate updates in the Products and Services, and We reserve the right to make such updates without prior notice. We may, from time to time, offer to include optional updates as part of the Products and Services, either for a fee or at no additional charge. With respect to updates for which additional Fees apply, You shall not be charged for such updates and correspondingly shall not be provided access to such updates, unless and until You so agree with Us in writing. We reserve the right to modify and discontinue features and functionality in the Products in connection with the evolution of our Products to meet the needs of our customers. If You feel that our discontinuation of a feature or functionality of a Product materially adversely impairs your use of the Product, then please provide written notice to Us and We will use a good faith effort to restore such feature or functionality that has been discontinued or removed to the extent reasonably practicable.

C. USE OF THE SERVICES.

1. Use of the Services in Compliance with Applicable Law. You represent, warrant, and covenant that: (i) You will use the Products and Services only in compliance with these Terms and all applicable law, including (without limitation) privacy laws, such as the Can-Spam Act and the National Do Not Call Registry, laws associated with the collection and dissemination of Client Data and laws associated with the disclosure of applicable fees to consumers. All data and information You, or Your employees, contractors, consultants, or agents provide to SurePoint in connection with the Products and Services, including, without limitation, any data or information SurePoint obtains in connection with providing the Products and Services, is true, current, and accurate, and compliant with applicable law. You remain solely responsible for reviewing, approving, and ensuring the accuracy and legality of such information, and We disclaim all liability arising from Your use of or reliance on such information.

2. Use Restrictions. You represent, warrant, and covenant that You shall not use, nor shall You permit others to: (a) whether directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Products and Services or any software, documentation or data related to the Products and Services (“Software”); (b) modify, translate, or create derivative works based on the Products, Services or any Software; (c) use the Products, Services or any Software for the benefit of a third party; (d) remove any proprietary notices or labels; (e) use the Software, Products or Services for any unlawful, infringing, defamatory, or fraudulent purpose or to transmit obscene, harassing or otherwise objectionable material, whether or not such material is constitutionally protected; (f) use the Products, Software or Services to send any virus, worm, trojan horse, or harmful code or attachment; (g) use the Products, Software or Services to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network, (h) use the Products, Software or Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, or (i) engage in web scraping or data scraping on or related to the Software, Products or Services including without limitation collection of information through any Software that simulates human activity or any bot or web crawler (the items set forth in (a)-(i) above, collectively, the “Use Restrictions”). Client and its Authorized Users are prohibited from developing, supporting or utilizing Software, devices, scripts, robots, bots, metaspiders, crawlers or any other means or processes to: (i) override or bypass any security feature or access controls or use limitation in the Products, Services or SurePoint Technology; (ii) crawl or scrape the Services or SurePoint Technology or otherwise copy SurePoint Technology or other data from SurePoint through electronic or automated means; (iii) bypass SurePoint’s user interface in order to access the Services and SurePoint Technology; (iv) probe, scan, test the vulnerability of, or breach the security of SurePoint’s systems, devices or networks, or breach or circumvent any security or authentication measures of SurePoint; or (v) otherwise interfere with the operation of, or place an excessive demand or load on the Services or SurePoint Technology. If SurePoint determines, in its sole discretion based on reasonable evidence, that You are in breach of any of the Use Restrictions and any restrictions detailed in this Section C(2), You agree that, upon notice from Us, We may immediately take corrective action which includes, but is not limited to: (i) suspending the Services and/or Your use of Products; and/or, (ii) terminating this Agreement or any part thereof. Such corrective action is in addition to any other rights We may have under this Agreement or under law.

3. Data Migration Responsibility. Client is solely responsible for preparing, formatting, validating, and migrating its own data, files, and other Client Data into the applicable SurePoint Application (“Data Migration”). Client may complete Data Migration independently, through a Designated Consultant engaged by Client, or by engaging SurePoint to perform such Data Migration (collectively, the “Data Migration Services”) pursuant to an applicable Order Form or Statement of Work. Client acknowledges and agrees that SurePoint does not assume responsibility for the accuracy, completeness, or integrity of Client Data migrated or imported into the SurePoint Applications, regardless of the migration method selected. Client remains solely responsible for verifying the accuracy and suitability of all migrated data and for maintaining backup copies of all Client Data. If SurePoint provides any Data Migration Services, such services shall constitute a separate and distinct performance obligation from Client’s subscription to the SurePoint Applications. Fees for Data Migration Services shall be separately stated in the applicable Order Form and recognized as such Services are performed, and SurePoint shall be entitled to commence recognition of subscription revenue as of the Effective Date, whether or not Client has completed or elected to complete its data migration activities. If You request Us to correct a Data Migration problem that was not created by Us, then You acknowledge that We may charge you our standard hourly rates to correct such Data Migration problem.

4. Trial Accounts. We may make available from time-to-time Trial Accounts to a Trial Account Holder so that such person or entity may test out Subscribed Application(s) to determine if its features and functionality would be suitable for the Trial Account Holder. Each Trial Account Holder and each Trial User understands that we may terminate access to any Trial Account at any time in our sole discretion, and each Trial Account Holder and each Trial User expressly recognizes that any information or data that they input into a Trial Account will be deleted by us when the Trial Account Holder and/or its Trial Users’ access to the Trial Account is terminated. Under no circumstances should any Trial Account Holder and/or any Trial User input any sensitive, proprietary, confidential, or personal information into any Trial Account, as Trial Accounts may have shared databases as well as shared document management systems with other Trial Accounts.

5. Competition. Client will not use the SurePoint Technology, Products or Services to develop, distribute, market, sell, license or otherwise offer to any third party any product or service that are similar to, and in competition with, the Products and/or Services, including but not limited to, any attorney or legal database, job searching, or legal or business intelligence services, or materials that are similar to, and in competition with, the Products, Services and/or SurePoint Technology. Client acknowledges that if it engages in any of the foregoing prohibited activity, SurePoint shall, in addition to all other rights available under applicable law, have the right, at its sole option, to do any or all of the following: (i) immediately terminate the Agreement and all duties and obligations of SurePoint hereunder; (ii) declare all amounts due and thereafter to become due to be immediately due and payable in full; and (iii) discontinue Client’s access to and use of all Products, Services and SurePoint Technology.

D. TERM, TERMINATION AND FEES.

1. Term; Renewal. This Agreement shall commence on the Effective Date and shall remain in effect for the duration of any applicable Initial Term, and any Renewal Term(s) as set forth in the relevant Order Form(s) (collectively, the “Term”) unless terminated pursuant to this Agreement. If the Order Form does not contain Renewal Terms, then our Agreement will automatically renew unless either party provides written notice to the other party no less than 60 days prior to the end of the then effective Term for a one year Renewal Term at the renewal subscription rate of the subscription rate immediately prior to the Renewal Term plus the greater of: (a) seven and one-half percent (7.5%); or (b) the percentage increase of the Consumer Price Index published by the United States Bureau of Labor Statistics for the 12 months immediately prior to the beginning of the Renewal Term.

2. Termination. Either party (the “Non-Defaulting Party”) may terminate this Agreement upon written notice to the other party (the “Defaulting Party”) in the event that: (a) the Defaulting Party commits a material breach of this Agreement that is incapable of being remedied or, if the material breach is capable of being remedied, fails to cure such default to the Non-Defaulting Party’s reasonable satisfaction within thirty (30) days after receipt of notice; or (b) the Defaulting Party ceases to carry on its business, is declared insolvent, bankrupt or enters into suspension of payments, or makes any arrangement with its creditors, enters into liquidation whether compulsorily or voluntarily, seeking, consenting to, or acquiescing in any reorganization, arrangement, composition, liquidation, dissolution or similar relief under any bankruptcy code or insolvency statute, or consents to or acquiesces in the appointment of any trustee, receiver, custodian, liquidator or similar official in respect of its business, or allows any execution to be levied over its assets.

3. Suspension or Termination of Services. SurePoint may, directly or indirectly, suspend, terminate or otherwise deny Client’s or any other person’s access to or use of all or any part of the Products and Services, without incurring any resulting obligation or liability, if: (a) SurePoint receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires SurePoint to do so; or (b) SurePoint believes, in its good faith and reasonable discretion, that Client is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Products and Services. This Section D(3) does not limit any of SurePoint’s other rights or remedies, whether at law, in equity or under this Agreement.

4. Effects of Termination; Survival. Upon termination of this Agreement for any reason, all rights granted and obligations of the Parties hereunder, shall (except as otherwise expressly provided herein or therein) immediately terminate, including (i) all licenses granted hereunder will immediately terminate, and the respective Parties shall cease all activities, including in the case of Client, all use of, the expired or terminated Cloud Services and related SurePoint materials, and in the case of SurePoint, the Client Data; and (ii) Client shall forthwith return to SurePoint Documentation and other related material provided by SurePoint. No expiration or termination will affect Client’s obligation to pay all Fees and expenses that may have become due before such expiration or termination, or entitle Client to any refund. The termination or expiration of this Agreement shall not affect any provisions which by their nature are intended to survive such termination or expiration, including without limitation: confidentiality obligations, information security obligations, intellectual property rights, payment obligations, warranty disclaimers, indemnification obligations, and limitations of liability. All such provisions shall survive and remain in full force and effect in accordance with their terms.

5. Fees. You will pay Us the then-applicable fees and expenses set forth in the applicable Order Form, in accordance with its terms (the “Fees”). in accordance with the pricing structure agreed upon in the Order Form for the Products and/or a subscription to the Products and Services in the configuration and for the Term detailed in the Order Form without any offset or deduction. You agree to pay SurePoint in accordance with SurePoint’s Fees in effect when such Order Form is placed or as otherwise agreed to by the Parties and as set forth in the Order Form. Unless otherwise provided in an Order Form, SurePoint shall invoice all Fees annually in advance. Professional services (i.e., planning, training, installation, and set-up services) beyond that specified in an Order Form can be discussed upon written request from You and added to an Order Form at SurePoint’s hourly rates then in effect, plus normal and reasonable travel and living expenses, if reasonably necessary. Fees are subject to adjustments as set forth in the Order Forms. The Fees shall be due and payable to SurePoint as indicated in the applicable Order Form. You shall make all payments hereunder in US dollars on or before the due date. All payments shall be made by electronic transfer of funds unless an alternate method of payment is mutually agreed upon by the Parties in the applicable Order Form including the right for SurePoint to charge a fee for such alternate method of payment. If You fail to make any payment when due, without limiting SurePoint’s other rights and remedies: (i) SurePoint may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You shall reimburse SurePoint for all reasonable costs incurred by SurePoint in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, SurePoint may suspend or terminate Yours and Your Authorized Users’ access to any portion or all of the Products and Services until such amounts are paid in full. In the event that a user audit conducted by SurePoint reveals that the assumptions regarding Your usage of the Products and Services as set forth in the Order Form have been exceeded, SurePoint shall have the right, within thirty (30) days following the completion of such audit, to make an adjustment to the Fees. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or any Renewal Term. We will provide You with notice of any such changes in Fees at least sixty (60) days prior to the then-scheduled renewal date.

6. Taxes, Other Expenses. All Fees set forth in this Agreement are exclusive of any state, provincial or local sales or use taxes, or any duties or assessments in the nature of sales or use taxes, all of which shall be the sole liability of and shall be the responsibility of You, unless otherwise required by applicable law. Without derogating the foregoing, SurePoint may elect to invoice and collect sales or use taxes on behalf of You and remit such taxes to the appropriate state authority.

E. OBLIGATIONS.

1. Representations and Warranties.

a) SurePoint Rep and Warranties.

i. SurePoint represents and warrants to Client during the Term: (i) all Services will be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services; and (ii) that SurePoint will devote adequate resources to meet its obligations under this Agreement.

ii. SurePoint will make available to Client Third Party Products.

b) Client Reps and Warranties.

i. Client represents and warrants to SurePoint that: (a) Client owns or otherwise has and will have the necessary rights and consents in and relating to the Client Data so that, as received by SurePoint and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law; and (b) at the time of delivery or upload, the Client Data does not contain any virus or other malicious code.

ii. Client is responsible and liable for all uses of the Services and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing. Client 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 Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Products and Services, and shall cause Authorized Users to comply with such provisions.

iii. Client will obtain, and maintain, at its sole expense, equipment and appropriate telephone service or internet service provider, including server software, telecommunication software, security software and any other software or hardware that are necessary to operate and maintain Client’s connection with the SurePoint Site and to operate interactively with the Cloud Services.

iv. Client is responsible for the accuracy and adequacy of the data which it submits or transmits for processing or storage, for the use of the output which it obtains, and for maintaining procedures external to the Cloud Services and the Third-Party Products for reconstruction of lost data, and for satisfying Client’s requirements for the accuracy of the output of the Cloud Services or any Third-Party Products.

2. Indemnification.

2.1 Indemnification by SurePoint.
a) SurePoint shall indemnify, defend, and hold harmless Client and each of Client’s affiliates, and their respective officers, directors, employees, agents, contractors, permitted successors and assigns (Client and each of the foregoing a “Client Indemnitee”) at all times against any and all losses incurred by the Client Indemnitee to the extent arising out of any Third Party Claims arising out of, as a result of, or in connection with (i) any gross negligence or more culpable act or omission, including recklessness and willful misconduct in connection with the Products and/or the performance or nonperformance of any Services, or (ii) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party relating to the Cloud Services, Documentation, or Your authorized use thereof.

b) If a Claim pursuant to Section E(2.1)(a) is made or appears possible, You agree to permit SurePoint, at SurePoint’s sole discretion, to (i) modify or replace the Product, Services or Documentation, or component or part thereof, to make it non-infringing, or (ii) obtain the right for You to continue use. If SurePoint determines that neither alternative is reasonably available, SurePoint may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to You, provided that if such termination occurs prior to three (3) years after the Effective Date, You will be entitled to a refund of the fees paid by You for the prior six (6) month period with respect to such affected component or part that is terminated. Section E(2.1)(a) will not apply to the extent that the alleged infringement arises from: (w) use of the Products, Services or Documentation in combination with data, software, hardware, equipment, or technology not provided by SurePoint or authorized by SurePoint in writing; (x) modifications to the Products, Services or Documentation not made by SurePoint; (y) Client Data; (z) Third-Party Products or Integration Partners.

2.2 Indemnification by Client.
Client shall defend, indemnify, and hold harmless SurePoint and each of SurePoint’s Affiliates, and their respective officers, directors, employees, agents, contractors, permitted successors and assigns (SurePoint and each of the foregoing an “SurePoint Indemnitee”) at all times against any and all losses incurred by the SurePoint Indemnitee to the extent arising out of any Third Party Claim relating to: (a) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party relating to the Client Data, or any use of the Client Data in accordance with this Agreement; (b) any gross negligence or more culpable act or omission, including recklessness and willful misconduct of Client or its Authorized Users; (c) use of the Products and Services in a manner not authorized by this Agreement; (d) claims that Client or its Authorized User’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising, or (e) modifications to the Products and/or Services not made by SurePoint; provided that Client may not settle any Claim against SurePoint unless SurePoint consents to such settlement, and further provided that SurePoint will have the right, at its option, to defend itself against any such Action or to participate in the defense thereof by counsel of its own choice.

2.3 Sole Remedy. SECTION E(2) SETS FORTH CLIENT’S SOLE REMEDIES AND SUREPOINT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PRODUCTS AND SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

3. Publicity. SurePoint shall have the right to use, and You consent to such use of Your trade name, service marks, logos or trademarks, or refer to You directly in any media release, public announcement or public disclosure except as required by law, including in any marketing materials, web sites, company brochures, offering documents, presentations, reports, public customer lists, public referral lists or public business presentations or other marketing materials in printed or electronic form; provided that in each such case We will obtain Your prior consent, which will not be unreasonably withheld.

4. Force Majeure. If either party is unable to perform any of its obligations under this Agreement, including the Service Level Agreement (“SLA”), because of circumstances beyond the reasonable control of the party despite its best efforts, such as an act of God, fire, casualty, flood, pandemic, war, terrorist act, failure of public utilities, injunction, assertion or requirement of any governmental authority, epidemic, or destruction of production facilities (a “Force Majeure Event”), the party who has been so affected shall immediately give notice to the other party and shall use commercially reasonable efforts to resume performance. Upon receipt of such notice, all obligations of any affected party under this Agreement shall be immediately suspended for the period of such Force Majeure Event. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may give written notice to terminate this Agreement. This Section shall not excuse Client from its obligation to pay Fees hereunder.

5. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER SUREPOINT NOR ITS EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, THIRD PARTY DATA PROVIDERS, MERCHANTS, LICENSORS, NOR THE LIKE, MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND EACH DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PROVIDED UNDER THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SUREPOINT DOES NOT REPRESENT OR WARRANT THAT THE SUREPOINT TECHNOLOGY, PRODUCTS, OR SERVICES WILL BE ERROR-FREE OR THAT THEY WILL NOT BE INTERRUPTED, NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SUREPOINT TECHNOLOGY, PRODUCTS OR SERVICES, INCLUDING AI FEATURES AND AI OUTPUTS, OR AS TO THE ACCURACY OR RELIABILITY OF ANY DATA GENERATED THROUGH THE USE OF THE SUREPOINT TECHNOLOGY, PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, DATA GENERATED OR DERIVED FROM INFORMATION THAT YOU PROVIDE TO US, INCLUDING THROUGH DATA MIGRATION, UPLOAD TO OUR SYSTEMS OR AI FEATURES AND AI OUTPUTS. WITHOUT LIMITING THE FOREGOING, SUREPOINT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR LEGAL COMPLIANCE OF ANY INFORMATION THAT IS POPULATED, PREFILLED, SUGGESTED OR MADE AVAILABLE THROUGH THE SERVICES BASED ON CLIENT DATA, AND CLIENT REMAINS SOLELY RESPONSIBLE FOR REVIEWING AND CONFIRMING SUCH INFORMATION. CLIENT ACKNOWLEDGES AND AGREES THAT (A) BY USING THE SUREPOINT TECHNOLOGY, PRODUCTS, AND/OR THE SERVICES, IT IS NOT ASSURED OF ANY PARTICULAR LEVEL OF REVENUES, PROFITS, RESULTS, OR SUCCESS, AND (B) NO CLAIMS OR ASSURANCES OF GUARANTEED LEVELS OF PERFORMANCE THAT MIGHT RESULT FROM ITS EFFORTS HAVE BEEN MADE BY SUREPOINT OR ANY OTHER ENTITY OR PERSON AUTHORIZED TO COMMUNICATE ON BEHALF OF SUREPOINT.

6. Exclusion and Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, HOWSOEVER ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE CLOUD SERVICES, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF SUREPOINT TO ANY CLIENT INDEMNITEE UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CLIENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CAUSE OF ACTION.

7. Irreparable Harm.  Client recognizes that due to the unique nature of the Products and Services, irreparable damage to SurePoint may result from any breach of Sections C, E(1)(b), D(3) and F(2) of this Agreement. Client agrees, therefore, that in addition to and not in lieu of any other remedies to which SurePoint may be entitled, SurePoint may enjoin Client from any violation of Sections C, E(1)(b). D(3), and F(2), and may further enjoin the continued use of the Products and Services by Client, through proper action filed in a court of competent jurisdiction. Due to the unique and privileged nature of the Client Data, SurePoint agrees that in addition to and not in lieu of any other remedies to which Client may be entitled as limited by Section E(2.1) above, Client may enjoin SurePoint from any violation of Section D(3).

F. CONFIDENTIALITY, SECURITY, SLA, PRIVACY, AND DATA USE.

1. Confidentiality Agreement. Each party understands that the other party will from time to time disclose or may disclose Confidential Information. Each Receiving Party (as defined below) agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information (as defined below). The foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party (as defined below); (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Confidential Information of the Disclosing Party; or, (e) is required to be disclosed by law.

As used herein, “Confidential Information” means information of one party (the “Disclosing Party”) that the other party (the “Receiving Party”) receives (whether or not from the Disclosing Party) or gains access to (whether or not by the Disclosing Party), whether orally, visually, in writing or otherwise, that is designated as confidential, either marked in writing, or identified as such and confirmed in writing, or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, receipt or gaining access. Confidential Information of each party includes its trade secrets, business and marketing plans, technology and technical information, product plans and designs, and business processes of such party. Confidential Information of SurePoint includes the Services, the SurePoint Technology, together with all Documentation, and all intellectual property associated therewith or embodied therein, and the terms and conditions of this Agreement and any Order Form. Confidential Information of Client includes the Client Data. Notwithstanding the foregoing, Confidential Information shall not include any information of the Disclosing Party that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed or lawfully discovered by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.

2. Return or Destruction of Client’s Confidential Information. During the Term and within thirty (30) days after Client’s written request at any time and subject to any contrary obligations under applicable law, SurePoint shall, at Client’s cost and direction, return or destroy and erase from all systems it directly or indirectly uses or controls: (i) all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on Client’s Confidential Information, in whole or in part; or (ii) solely such specific Client Data, databases, or other collections or articles of Client’s Confidential Information as Client may request, and provide a written statement to Client certifying that it has complied with the requirements of this Section. In addition to the above, upon termination or expiration of this Agreement, SurePoint may dispose of the Client’s information and existing data in a confidential manner it deems appropriate unless Client provides written instructions to SurePoint prior to such expiration or termination, for the disposition of such data at Client’s expense and has paid all amounts due SurePoint.  Costs and timing of all back up, conversion and transfer of such data will be subject to a separate agreement by the Parties. Notwithstanding the foregoing, SurePoint may retain copies of Confidential Information: (a) that are stored on SurePoint’s or its cloud hosting provider’s IT backup and disaster recovery systems until the ordinary course deletion thereof; or (b) as required by applicable law or SurePoint’s or its cloud hosting provider’s document retention policies.

3. Feedback. SurePoint has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that the Client or its Authorized Users provide to SurePoint, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict SurePoint’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Client or its Authorized Users. Notwithstanding the foregoing, Feedback will not be considered Confidential Information. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of SurePoint’s Products or Services.

4. Information Security. SurePoint will use generally accepted information security practices for transmitting and storing Client Data in compliance with applicable laws. Throughout the Term, SurePoint shall implement and maintain an information security program as required by PCI-DSS 3.2.1 (or its equivalent standard) and the controls promulgated thereunder to the extent required by applicable law. SurePoint represents and warrants that such program shall include appropriate administrative, technical and physical safeguards reasonably designed to: (i) meet prevailing standards to safeguard Client Data; (ii) ensure compliance with applicable data security and privacy laws; (iii) protect against the destruction, loss, access, disclosure, or alteration of Confidential Information, including Client Data, in SurePoint’s possession that could result in substantial harm or inconvenience to Client; and (iv) ensure disposal of the Confidential Information in its possession in a secure manner. SurePoint will furnish copies of applicable PCI-DSS reports (or its equivalent) it has in its control to Client upon written request.

5. Data Breach Policy. Upon becoming aware of any unlawful access to any Confidential Information, any unauthorized access to facilities or equipment resulting in loss, disclosure or alteration of any Confidential Information, or any actual loss of Confidential Information (including any physical trespass on a secure facility, computing systems intrusion/hacking, loss/theft of a computing device, storage media or printed materials, or other unauthorized access) (each a “Security Incident”), SurePoint will promptly notify Client of the Security Incident (and in all circumstances at least as soon as it reports to similarly situated customers of SurePoint as Client, but in no event more than twenty-four (24) hours after discovery has been verified), and will investigate or perform required assistance in the investigation of the Security Incident and provide Client with detailed information about the Security Incident. SurePoint will take all commercially reasonable steps to mitigate the effects of the Security Incident or assist Client in doing so; and will provide prior notice to Client of communications to third parties related to a Security Incident involving Personal Information, defined below. If Client becomes aware of a Security Incident including, without limitation a Security Incident within Client’s Systems, defined below, Client shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the Security Incident and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Products, Services and Documentation and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) promptly notify SurePoint of any such Security Incident.

6. Data Privacy. In connection with its collection, storage, transfer (including without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective customers, employees and/or other third parties (collectively, “Personal Information”), SurePoint will maintain compliance with all applicable laws in all relevant jurisdictions, and SurePoint’s Privacy Policy.  SurePoint has commercially reasonable physical, technical, organizational, and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure.

7. Client Control. Client has and will retain sole responsibility for: (a) all Client Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Client or any Authorized User in connection with the Services; (c) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services (“Client’s Systems”); (d) the security and use of Client’s and its Authorized Users’ passwords and access credentials; (e) all access to and use of the Services and Documentation directly or indirectly by or through the Client’s Systems or its Authorized Users’ access credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; (f) compliance with Client’s own data breach and disaster recovery policies and procedures; and (g) immediate notice of a Security Incident to SurePoint involving Client’s Systems no later than twenty-four (24) hours after validation or verification of the Security Incident.

8. Changes. SurePoint reserves the right, in its sole discretion, to make any changes to the Products and Services that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of SurePoint’s Services to its Clients, (ii) the competitive strength of or market for SurePoint’s Services or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law. Moreover, SurePoint reserves the right to routinely update, amend or change these Terms. At least thirty (30) days prior to the Effective Date, SurePoint will notify Client by e-mail of such changes, and new Terms will be posted at  https://surepoint.com/terms-and-conditions. Client’s continued use of the Products and Services after the thirty (30) days will serve as Client’s agreement and consent to the changed terms.

9. Privacy Policy and Data Use. SurePoint acknowledges and agrees to the terms and conditions set forth in the Privacy Policy with respect to providing the Products and Services to Client.

10. Artificial Intelligence/ Machine Learning. AI Features may be provided by SurePoint and/or one or more third-party providers (including Integration Partners). SurePoint may modify, suspend, or discontinue any AI Feature at any time. Use of AI Features supplied by such third-party providers, including Integration Partners, is also subject to that provider’s terms, policies, and models. Client acknowledges that AI Output generated by such AI Features may be inaccurate, incomplete, untested, non-authoritative, biased, or otherwise unreliable, may hallucinate facts or citations, and is not legal advice. Client must not rely on AI Output without independent human review and verification appropriate to Client’s use case, risk profile, and professional obligations (including ethics rules, confidentiality, and privilege). Client and its Authorized Users are also subject to the terms of Our AI Terms of Service.

G. MISCELLANEOUS.

1. Service Levels. Subject to the terms and conditions of this Agreement, SurePoint shall use commercially reasonable efforts to make the Cloud Services available in accordance with SurePoint’s standard SLA set forth at https://surepoint.com/service-level-agreement/. SurePoint acknowledges and agrees to the terms and conditions set forth in the SLA with respect to providing the Services to Client.

2. Export Regulation. The Services utilize software and technology that may be subject to export control laws, including the US Export Administration Act and its associated regulations and GDPR and other EU regulations. Client shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Client shall comply with all applicable federal or EU laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

3. Amendment. No Amendment to this Agreement is effective unless it is in writing, identified as an Amendment to this Agreement, and signed by an authorized representative of each party. Notwithstanding the foregoing, We reserve the right to amend these Terms upon written notice to You should We, in Our discretion, deem such amendment necessarily or advisable in connection with either (i) a change in any applicable law or governmental regulation impacting the Products or Services; or (ii) the release of any new Products or Services which shall be added to this Agreement via an Order Form (“New Terms”). You will have thirty (30) days upon receipt of such written notice to object to the New Terms. You will be deemed to have accepted the New Terms unless a written rejection is received by Us within such thirty (30) day period.

4. Assignment. Client shall not assign, give, delegate or otherwise transfer any of the duties, obligations, or rights under this Agreement, the licenses herein or the Services to any person, firm, corporation, or other third party, including by operation of law or order of any court, without SurePoint’s prior and express written consent, and any assignment made without any such consent will be void and of no effect as between the Parties; provided that, notwithstanding the foregoing, SurePoint may assign this Agreement without Client’s consent to SurePoint’s Affiliate or any person or entity that acquires all or a majority of the assets and/or capital stock of SurePoint by merger, purchase, or otherwise. Any assignment to which either party consents shall be deemed conditioned upon performance by the assignee in accordance with the terms and conditions of this Agreement.

5. Subcontracting. SurePoint may from time to time in its discretion engage third parties to perform Services (including any subcontractor of an SurePoint subcontractor, each a “Subcontractor”). SurePoint will be responsible for any breach of the terms of this Agreement by its Subcontractors and all acts and omissions of its Subcontractors.

6. Authority and Counterparts. Each party warrants that it, and any person executing an Order Form on such party’s behalf, has the authority to enter into this Agreement and to lawfully make the disclosures contemplated hereunder. This Agreement may be executed in one or more counterparts, each of which is an original, and all of which together constitute one single Agreement between parties.

7. Construction; Waiver. Each party has participated in negotiating this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the Parties had drafted it jointly, as opposed to being construed against a party because it was solely responsible for drafting one or more provisions of this Agreement. The headings used in this Agreement are for the convenience of the Parties only and shall not be deemed a part of, or referenced in, the construction of this Agreement. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement will survive termination or expiration of this Agreement and continue in full force and effect. If any term or provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, such provision shall be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable Law and shall not affect the remainder of this Agreement. No waiver to this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and signed by both Parties. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. A delay or omission by either party to exercise any right or power under this Agreement will not be construed to be a waiver thereof. Client acknowledges and agrees that in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, warranty, or understanding (whether written or oral, express or implied) made by or on behalf of SurePoint, its Affiliates, or their respective employees, contractors, or agents that is not expressly set forth in this Agreement. Any representations or warranties not expressly contained herein are excluded to the maximum extent permitted by law.

8. Delivery and Execution. Delivery of an executed Agreement by electronic mail, in portable document format (.pdf), or by any other electronic means shall constitute effective execution and delivery of this Agreement and may be used in lieu of the paper Agreement for all purposes. Electronic Signatures of the Parties shall be deemed to be their original signatures for all purposes, and shall have the same force and effect as manual signatures. As used herein, “Electronic Signature” means any electronic sound, symbol, or process attached to or logically associated with a record, whether digital or encrypted, including, but not limited to, clicking on an agree button, and executed and adopted by a party with the intent to sign such record.

9. Entire Agreement. This Agreement, including any Order Forms entered into hereunder, and any appendices, schedules, or exhibits referred to therein and attached thereto, constitutes the entire Agreement between the Parties with respect to the subject matter contained in this Agreement and supersedes all prior agreements, whether written or oral, with respect to such subject matter.

10. Governing Law. This Agreement and the entire relationship between Client and SurePoint—including any dispute, claim, or controversy arising out of or relating to the SurePoint Applications, Services, or any related transaction—shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of Delaware or any other jurisdiction) that would result in the application of the laws of any jurisdiction other than Delaware.

11. Confidential Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Agreement, the SurePoint Applications, or the Services, including the validity, interpretation, breach, or termination thereof (each, a “Dispute”), shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (“Rules”) then in effect. The arbitration shall be conducted by a single neutral arbitrator selected in accordance with those Rules, and judgment on the arbitration award may be entered in any court of competent jurisdiction. The place of arbitration shall be Austin, Texas. The arbitration and all related proceedings, filings, and communications shall be strictly confidential, except as may be required to enforce an award or as otherwise required by law.

12. Class-Action Waiver. Each party agrees that any arbitration shall be conducted only in its individual capacity, and not as a class action or other representative proceeding, and expressly waives any right to file or participate in a class action, collective action, or any other proceeding in which any party acts or proposes to act in a representative capacity. The arbitrator shall not have authority to consolidate claims or to preside over any form of representative or class proceeding. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from any court of competent jurisdiction to protect its Confidential Information or intellectual property rights pending completion of the arbitration.

13. Notices. In the interests of speed and convenience, the Parties each agree that they prefer to use electronic mail as the principal method of communication hereunder. Accordingly, by signing this Agreement the Parties agree that notice by electronic mail given at the email address of each party set forth in the applicable Order Form (or to such replacement address as each party shall furnish to the other in writing) shall be sufficient legal notice for purposes of this Agreement. If no electronic mail address shall be so provided, or in the alternative to electronic mail, such notice shall be sent via certified mail, return receipt requested, or sent by overnight courier, to the party to whom it is to be given at the address of such party set forth on the applicable Order Form (or to such other address as the party shall have furnished in writing). For the avoidance of doubt, we are permitted to utilize the address and email address You provide in the last executed Order Form unless we receive a written directive informing us to use a different mailing address and email address.

All notices to SurePoint shall be addressed to the following:

SurePoint Technologies, Inc.
Arboretum Plaza One
9442 N Capital of Texas Hwy, Suite 400
Austin, Texas 78759
Email: notices@surepoint.com

14. Relationship of the Parties. It is understood and agreed that SurePoint will provide services under this Agreement as an independent contractor. During the performance of Services under this Agreement, SurePoint’s employees will not be considered employees of Client for any purpose whatsoever. SurePoint shall be solely responsible for the compensation of its employees and all employee-related taxes. Further, nothing herein shall be construed to entitle either party to be a representative, agent, partner, or joint venture of the other.