Software as a Service Agreement

2.1 Access and Use. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement and the Authorized Users' compliance with the Terms of Use, WorkStackOS hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15.6) right to access and use the Services during the Term. Such use is limited to Customer's internal use.

2.2 Documentation License. WorkStackOS hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15.6) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

2.3 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties: (1) WorkStackOS has and will retain sole control over the operation, provision, maintenance, and management of the WorkStackOS Materials; and (2) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the WorkStackOS Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or WorkStackOS; (ii) results obtained from any use of the WorkStackOS Materials; and (iii) conclusions, decisions, or actions based on such use.

2.4 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to, the WorkStackOS Materials or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the WorkStackOS Materials and the Third-Party Materials are and will remain with WorkStackOS and the respective rights holders in the Third-Party Materials.

2.5 Suspension or Termination of Services. WorkStackOS may, directly or indirectly, and by any other lawful means, suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other Person's access to or use of all or any part of the WorkStackOS Materials, without incurring any resulting obligation or liability, if: (a) WorkStackOS receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires WorkStackOS to do so; or (b) WorkStackOS believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Documentation; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated. This Section 2.5 does not limit any of WorkStackOS's other rights or remedies, whether at law, in equity, or under this Agreement.

3.1 Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the WorkStackOS Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

(1) copy, modify, or create derivative works or improvements of the WorkStackOS Materials;

(2) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any WorkStackOS Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(3) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code in the WorkStackOS Materials, in whole or in part;

(4) bypass or breach any security device or protection used by the WorkStackOS Materials or access or use the WorkStackOS Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;

(5) input, upload, transmit, or otherwise provide to or through the WorkStackOS Systems any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

(6) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the WorkStackOS Materials or WorkStackOS's provision of services to any third party, in whole or in part;

(7) remove, delete, alter, or obscure any trademarks, Documentation, Terms of Use, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any WorkStackOS Materials, including any copy thereof;

(8) access or use the WorkStackOS Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any applicable Law; or

(9) otherwise access or use the WorkStackOS Materials beyond the scope of the authorization granted under this Section 3.1.

4.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Documentation all Customer Systems on or through which the Services are accessed or used; (b) provide WorkStackOS Personnel with such access to Customer's Customer Systems as is necessary for WorkStackOS to perform the Services; and (c) provide all cooperation and assistance as WorkStackOS may reasonably request to enable WorkStackOS to exercise its rights and perform its obligations under and in connection with this Agreement.

4.2 Effect of Customer Failure or Delay. WorkStackOS is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.

4.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by 3.1, Customer 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 activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and WorkStackOS Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify WorkStackOS of any such actual or threatened activity.

Reserved.

The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. WORKSTACKOS HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

7.1 Information Security. WorkStackOS will employ commercially reasonable security measures in accordance with WorkStackOS's internal data privacy and security policies (as amended from time to time).

7.2 Data Breach Procedures. WorkStackOS maintains a commercially reasonable data breach plan and shall implement the procedures set forth therein on the occurrence of a data breach.

7.3 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of the WorkStackOS Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users' Access Credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7.4 Access and Security. Customer shall employ commercially reasonable physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services.

8.1 Fees. Customer shall pay WorkStackOS the fees set forth in Exhibit A (“Fees”) in accordance with this 8.

8.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on WorkStackOS's income.

8.3 Payment. Customer shall pay all monthly Fees in advance on the first day of each 30-day period of the Term. Fees are non-refundable except as expressly set forth in this Agreement. Customer shall make all payments hereunder in US dollars by the methods provided by WorkStackOS.

8.4 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (1) WorkStackOS 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; (2) Customer shall reimburse WorkStackOS for all reasonable costs incurred by WorkStackOS in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (3) if such failure continues for 30 days following written notice thereof, WorkStackOS may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

8.5 Fee Increases. WorkStackOS may increase Fees for any Renewal Term (as defined below) by providing written notice to Customer at least 90 calendar days prior to the commencement of such Renewal Term. Exhibit A will be deemed amended accordingly.

9.1 Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party reasonably considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential.”

9.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

9.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (1) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (2) except as may be permitted by and subject to its compliance with 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this 9.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this 9; (3) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; (4) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and (5) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this 9.

9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under 9.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this 9.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

10.1 WorkStackOS Materials. All right, title, and interest in and to the WorkStackOS Materials, including all Intellectual Property Rights therein, are and will remain with WorkStackOS and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the WorkStackOS Materials except as expressly set forth in 2.1 or the applicable third-party license, in each case subject to 3.1. All other rights in and to the WorkStackOS Materials are expressly reserved by WorkStackOS. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to WorkStackOS an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

10.2 Customer Data. As between Customer and WorkStackOS, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in 10.3.

10.3 Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to WorkStackOS to enforce this Agreement and to perform its obligations hereunder.

10.4 Feedback. If any party or any of its Representatives provides suggestions, recommendations, or otherwise provides feedback to the other party on their products or services (“Feedback”), the receiving party of such Feedback is free to use such Feedback without obligation to any other party. In furtherance thereof, the party providing the Feedback hereby assigns to the other party, on behalf of itself and its Representatives, all right, title, and interest in and to the Feedback, including all Intellectual Property Rights therein.

11.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (1) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (2) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (3) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (4) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

11.2 Additional WorkStackOS Representations, Warranties, and Covenants. WorkStackOS represents, warrants, and covenants to Customer that (i) to WorkStackOS's knowledge as of the Effective Date, and as accessed and used by Customer or any Authorized User in accordance with this Agreement, the WorkStackOS Materials does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any third party, and (ii) WorkStackOS will not sell or share for commercial purposes any personal information obtained through Customer's use of the Services.

11.3 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to WorkStackOS that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by WorkStackOS and processed in accordance with this Agreement, WorkStackOS or its Affiliates 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 including, without limitation, any European Union or United Kingdom data protection regulations.

11.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES AND WORKSTACKOS MATERIALS ARE PROVIDED “AS IS.” WORKSTACKOS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS SET FORTH IN THIS AGREEMENT, WORKSTACKOS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR WORKSTACKOS MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. WORKSTACKOS DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO CUSTOMER'S USE OF THIRD-PARTY MATERIALS.

12.1 WorkStackOS Indemnification. WorkStackOS shall indemnify, defend, and hold harmless Customer and Customer's officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all Losses caused by (a) WorkStackOS's breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (b) WorkStackOS's gross negligence or more culpable act or omission in connection with this Agreement. With regards to Losses incurred by Customer Indemnitee resulting from an action by a third party asserting that Customer's or an Authorized User's use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement infringes or misappropriates such third party's Intellectual Property Rights, the foregoing indemnification obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Materials or Customer Data; (b) access to or use of the WorkStackOS Materials in combination with any hardware, system, software, network, or other materials or service not provided by WorkStackOS; (c) modification of the WorkStackOS Materials other than: (i) by or on behalf of WorkStackOS; or (ii) with WorkStackOS's written approval in accordance with WorkStackOS's written specification; or (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of WorkStackOS.

12.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless WorkStackOS and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “WorkStackOS Indemnitee”) from and against any and all Losses incurred by such WorkStackOS Indemnitee resulting from any action by a third party caused by: (a) Customer Data, including any processing of Customer Data by WorkStackOS in accordance with this Agreement; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including WorkStackOS's compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by WorkStackOS; (c) Customer's breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (d) gross negligence or more culpable act or omission by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.

12.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any action for which such party believes it is entitled to be indemnified pursuant to 12.1 or 12.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any action without the Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. If the Indemnitor fails or refuses to assume control of the defense of such action, the Indemnitee shall have the right, but no obligation, to defend against such action, including settling such action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

12.4 Mitigation. If any of the WorkStackOS Materials are, or in WorkStackOS's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's or any Authorized User's use of the WorkStackOS Materials is enjoined or threatened to be enjoined, WorkStackOS may, at its option and sole cost and expense: (1) modify or replace the Services and WorkStackOS Materials, in whole or in part, to seek to make the WorkStackOS Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and WorkStackOS Materials, as applicable, under this Agreement; or (2) by written notice to Customer, terminate this Agreement with respect to all or part of the Services and WorkStackOS Materials, and require Customer to immediately cease any use of the Services and WorkStackOS Materials or any specified part or feature thereof. Upon termination hereunder Customer will be entitled to a refund for any pre-paid amounts.

13.1 EXCLUSION OF DAMAGES. EXCEPT FOR OBLIGATIONS UNDER SECTION 9 (CONFIDENTIALITY) OR LIABILITY FOR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) COST OF REPLACEMENT GOODS OR SERVICES; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13.2 CAP ON MONETARY LIABILITY. EXCEPT FOR OBLIGATIONS UNDER SECTION 9 (CONFIDENTIALITY) OR LIABILITY FOR WILLFUL MISCONDUCT, IN NO EVENT WILL THE AGGREGATE LIABILITY OF WORKSTACKOS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO WORKSTACKOS UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.1 Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement's express provisions, will continue in effect for one year from such date (the “Initial Term”).

14.2 Renewal Term. This Agreement will automatically renew for additional successive terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).

14.3 Termination. In addition to any other express termination right set forth elsewhere in this Agreement: (1) WorkStackOS may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than 30 days after WorkStackOS's delivery of written notice thereof; or (ii) breaches any of its obligations under Section 3.1, Section 7.3, or Section 9; (2) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and (3) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, and such involuntary action is not dismissed within 45 days of the filing thereof; (ii) makes or seeks to make a general assignment for the benefit of its creditors; or (iii) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business and such appointment is not discharged or stayed within 45 days after the date of such appointment.

14.4 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (1) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; (2) WorkStackOS shall immediately cease all use of any Customer Data or Customer's Confidential Information and (i) return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from all systems WorkStackOS directly or indirectly controls, provided that, for clarity, WorkStackOS's obligations under this Section 14.4(b) do not apply to any Resultant Data; (3) Customer shall immediately cease all use of any WorkStackOS Materials and: (i) return to WorkStackOS, or at WorkStackOS's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any WorkStackOS Materials or WorkStackOS's Confidential Information; and (ii) permanently erase all WorkStackOS Materials and WorkStackOS's Confidential Information from all systems Customer directly or indirectly controls; (4) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information; (ii) WorkStackOS may retain Customer Data; (iii) Customer may retain WorkStackOS Materials, in the case of each of subclause (i), (ii) and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; (iv) WorkStackOS may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (v) all information and materials described in this Section 14.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (5) WorkStackOS may disable all Customer and Authorized User access to the WorkStackOS Materials; (6) if Customer terminates this Agreement pursuant to 14.3(b), Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and WorkStackOS will refund to Customer Fees paid in advance for Services that WorkStackOS has not performed as of the effective date of termination; and (7) if WorkStackOS terminates this Agreement pursuant to 14.3(a) or 14.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously accrued but not yet paid Fees, on receipt of WorkStackOS's invoice therefor.

14.5 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1, Section 9, Section 11.4, Section 12, Section 13, Section 14.4, this Section 14.5, and Section 15.

15.1 Further Assurances. On a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

15.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15.3 Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that WorkStackOS may, without Customer's consent, include Customer's name and other indicia in its lists of WorkStackOS's current or former customers of WorkStackOS in promotional and marketing materials.

15.4 Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party at the address it designates in accordance with this Section 15.4. Notices sent in accordance with this Section 15.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email (with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

15.5 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

15.6 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without WorkStackOS's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 15.6 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

15.7 Force Majeure. In no event will WorkStackOS be liable or responsible to Customer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond WorkStackOS's reasonable control (a “Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, epidemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power facilities. Customer may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 180 days or more. In the event of any failure or delay caused by a Force Majeure Event, WorkStackOS shall give prompt written notice to Customer stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

15.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

15.9 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15.10 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.11 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona in each case located in the city of Phoenix and County of Maricopa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

15.12 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

15.13 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 9 (Confidentiality) or, in the case of Customer, 3.1, 4.3, or 7.3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

15.14 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.