Terms and Conditions

MyNiiU LLC.

BY INSTALLING, HAVING INSTALLED, COPYING, ACCESSING OR OTHERWISE USING THE SERVICE OR SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE ("AGREEMENT"). IF YOU DO NOT AGREE, DO NOT INSTALL, ACCESS OR USE THE SERVICE OR SOFTWARE. IF YOU ACCESS OR USE THE SERVICE OR SOFTWARE AS AN EMPLOYEE, CONTRACTOR OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT.

This Agreement is entered into by and between MyNiiU LLC ("MyNiiU") and the entity or person placing an order or accessing any Service ("Customer" or "you"). This Agreement consists of the terms and conditions set forth below and any attachments, addenda or exhibits referenced in the Agreement, and any order forms and statement of work ("SOW") that reference this Agreement. The "Effective Date" of this Agreement is the earlier of (a) the date Customer first accesses the Service or (b) the effective date of an Order Form or Reseller Order Form providing the Service.

Modifications to this Agreement: MyNiiU may change, modify and update any Services, Software, Documentation or the terms of the Agreement at any time. Unless otherwise specified by MyNiiU, changes become effective for Customer upon renewal of the thencurrent Subscription Term or by entering a new Order Form after the updated version of this Agreement becomes effective. MyNiiU will use reasonable efforts to notify Customer of changes by communications through Customer's Account, email or other means.
Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form. Continued use of any Service after the updated version of this Agreement becomes effective will constitute.
Customer's acceptance of such updated version.

1.1. Service. MyNiiU will make the Service available to Customer during the Subscription Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement, the Documentation and the Order Form. Customer may permit its Contractors and Affiliates to access and use the Service as Users, provided that any use of the Service by each such Contractor or Affiliate shall be solely for the benefit of Customer or such Affiliate. Customer shall be responsible for ensuring that each User complies with this Agreement.

1.2 Software license.
1.2.1 Software. MyNiiU may make available to Customer certain software for use in conjunction with the Service ("Software"). The Software is provided to Customer under license for the duration of an applicable Subscription Term as set forth in the Order Form.

1.2.2 License. The Software is made available for download solely for use by Customer and its Users in accordance with the terms of this Agreement and in conjunction with use of the Service. Subject to the terms and conditions of this Agreement, MyNiiU grants Customer a limited, non-exclusive, non-transferable license to use the Software in object code form solely for Customer's internal business purposes during the Subscription Term for which Customer has paid the required License Fees. Other than as specifically described herein, no right or license to any of MyNiiU's trademarks, patents, copyrights, trade secrets or other intellectual property rights is granted and MyNiiU retains all rights not granted herein.

1.2.3 End User License Agreements, Third Party Software and Open Source. Certain Software available through the Service may include a separate end user license agreement ("EULA") that accompanies or is included with the Software. In such cases, User shall accept the EULA provided with the Software, which shall prevail to the extent of any conflict with the License set forth in this Section 1 and the EULA. Any third party software provided through the Service is subject to the licenses of the respective owners ("Licensors"). Use of third party software provided by Licensors shall be subject to the terms of any applicable EULA accompanying the third party software. Certain portions of the Software may contain open source software ("Open Source Components") that are licensed under the terms of the applicable open source licenses. The terms of the applicable Open Source Components licenses take precedence over the terms of the License set forth in this Section 1, only to the extent that the terms of this License are not permitted by the applicable Open Source Components licenses.


1.3. Affiliates. Affiliate Customers may purchase services from MyNiiU or a MyNiiU Affiliate by executing an Order Form or SOW that is governed by the terms of this Agreement. This will establish a new and separate agreement between the Affiliate Customer and the MyNiiU entity signing such Order Form. If the Affiliate Customer resides in a different country than the Customer, then the Order Form may include modifications to the terms applicable to the transaction, including but not limited to terms related to taxes and applicable law.


1.4. Compliance with applicable legislation. MyNiiU will provide the Service in accordance with its obligations under laws and regulations applicable to MyNiiU's provision of the Services to its customers generally, including, without limitation, those relating to privacy and data transfer, without regard to Customer's particular use of the Services.

1.5. Restrictions. Customer shall not and shall not permit any third party to: (a) sell, rent, lease, license, distribute, access, sublicense or make available to a third party any Service, or Deliverables, if any; (b) use any Service to provide a service, such as a service bureau, or incorporate any Service into any Customer product; (c) reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code or non-public APIs of any Software or Service; (d) remove or obscure any proprietary or other notices contained in any Service; or (e) use the Service in violation of the Agreement.

1.6. Use of the test. Software products and services, features and functionality, which are not generally available, may be made available to Customer by MyNiiU for evaluation purposes and trial use, whether described as a "trial", "preview", "pre-release" or "beta" (collectively, "Trials"). Customer may access and use the Tests solely for its internal evaluation purposes and in accordance with the Terms of the Tests. The Tests may be cancelled at any time by either party. In the event of any conflict between this Agreement and the Testing Terms, the Testing Terms shall govern and control solely with respect to the Testing.

2.1. Rights over customer data. Customer retains all right, title and interest, including all intellectual property rights, in and to the Customer Data and any modifications made in the course of operating the Service.
Subject to the terms of this Agreement, Customer grants MyNiiU and its Affiliates a non-exclusive, worldwide, royalty-free right to process Customer Data solely to the extent necessary to provide the Services to Customer, to prevent or address technical or service problems with the Services, or as otherwise required by law.

2.2. Customer obligations. Customer's use of the Service and all Customer Data will comply with applicable laws and regulations, including, but not limited to, any data localization or data sovereignty laws or regulations. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants that it has and will have sufficient rights in the Customer Data to grant MyNiiU rights under this Agreement and that MyNiiU's processing of the Customer Data, if any, will not violate any law or the rights of any third party.

2.3. Data privacy. The parties shall comply with all applicable privacy laws and regulations and, if applicable, any DPA entered into between MyNiiU and Customer.

The parties shall comply with the Security Annex, as applicable.

4.1. Pattern technology. Customer agrees that MyNiiU or its suppliers retain all right, title and interest, including all patents, copyrights, trademarks, trade secrets and other intellectual property rights, in and to the Service, the Software, the Documentation, any Deliverables, and any related and underlying technology and documentation; and any derivative works, modifications or enhancements to any of the foregoing, including any Feedback that may be incorporated (collectively, "MyNiiU Technology"). Except for the express limited rights set forth in this Agreement, Customer is not granted any right, title or interest in any Pattern Technology. Further, Customer acknowledges that the Service is provided as an online hosted solution, and that Customer is not entitled to obtain a copy of the underlying computer code for any Service, except for Software in object code format that may be provided by MyNiiU. Notwithstanding anything to the contrary, MyNiiU may freely use and incorporate into MyNiiU products and services any suggestions, enhancement requests, recommendations, corrections or other feedback provided by Customer or any User of the Services relating to MyNiiU products or services ("Feedback").

4.2. Usage data. MyNiiU may collect and use Usage Data to develop, improve, support and operate its products and services. MyNiiU will not share any Usage Data that includes Customer'sConfidential Information with a third party, except (i) in accordance with Section 5 (Confidentiality) of this Agreement, or (ii) to the extent that the Usage Data is aggregated and anonymized so that Customer and Customer's Users cannot be identified.

4.3. Marketing. MyNiiU may use and display Customer's name, logo, trademarks and service marks on MyNiiU's website and in MyNiiU's marketing materials in connection with identifying Customer as a MyNiiU customer. Upon Customer's written request, MyNiiU will promptly remove such marks from MyNiiU's website and, to the extent commercially feasible, MyNiiU's marketing materials.

The party receiving Confidential Information ("Receiving Party") from the other party (the "Disclosing Party") shall (i) use the same degree of care to protect the Disclosing Party's Confidential Information from unauthorized disclosure as it uses to protect the confidentiality of its own Confidential Information of the same type, but never less than reasonable care, (ii) not use any Confidential Information of the other party for any purpose outside the scope of this Agreement, and (iii) not disclose the Confidential Information to a third party, unless authorized in writing by the Disclosing Party, and limit access to the Disclosing Party's Confidential Information to employees and contractors of the Receiving Party who have a need to access the Confidential Information for purposes consistent with the Agreement. The Receiving Party shall ensure that its employees and contractors who access Confidential Information have entered into confidentiality agreements with the Receiving Party that contain protections that are not substantially less protective of the Confidential Information than those herein. If the Receiving Party is required by law or court order to disclose Confidential Information, the Receiving Party shall, to the extent permitted by law, provide the Disclosing Party with prior written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of the Confidential Information would cause substantial harm for which damages would not be sufficient, and therefore agrees that the Disclosing Party shall be entitled to seek equitable relief in addition to any remedies it may have at law and waives any requirement that the Disclosing Party post a bond or undertaking in connection therewith.

6.1. Fees and payments. All fees and payment terms are as set forth on the applicable order form. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable and Fees are non-refundable. If Customer issues a purchase order upon execution of an Order Form, such purchase order shall be deemed for Customer's internal purposes only and shall have no effect on the terms of this Agreement or the Order Form.

6.2. Taxes. Rates do not include taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder. If MyNiiU has a legal obligation to pay or collect Taxes for which Customer is responsible under this section, MyNiiU will invoice Customer and Customer will pay that amount, unless Customer provides MyNiiU with a valid tax exemption certificate authorized by the taxing authority. applicable. Taxes may not be deducted by Client from payments due to MyNiiU, except as required by applicable law, in which case Client will increase the amount due as necessary for MyNiiU to receive and withhold an amount of Fees equal to the amount it would have received had no such deductions or withholdings been made. Upon MyNiiU's request, Client will provide MyNiiU with its proof of remission of taxes withheld to the respective tax authority. Where applicable, Customer will provide its VAT/GST registration number(s) on the order form to confirm the business use of the services ordered.

6.3. Reseller orders.
6.3.1 Reseller Purchase. Customer may obtain use of the Service from a reseller, distributor or referral partner, authorized by MyNiiU ("Reseller"), pursuant to a separate Reseller Order Form referenced in this Agreement. Customer's use of any Service purchased through a Reseller shall be subject to the terms of this Agreement and all fees payable for such use shall be paid in accordance with the payment terms set forth in the Reseller Order Form.

6.3.2 Reseller Terms. If Customer has purchased the Service, support or Technical Services through a Reseller, different terms regarding billing, payment and taxes may apply as specified between Customer and Reseller. Customer acknowledges that: (a) MyNiiU may share information with Reseller relating to Customer's use and consumption of the Service, support or Technical Services; (b) the termination provisions set forth in the Agreement will also apply if Customer's Reseller fails to pay the applicable fees; and (c) Reseller is not authorized to make any changes to this Agreement or to make any warranties, representations, promises or undertakings on behalf of MyNiiU or in any way relating to the Service, support or Technical Services.

7.1. Deadline. This Agreement is effective as of the Effective Date and shall remain in effect until terminated in accordance with its terms. If there is no SOW or Order Form in effect, either party may terminate this Agreement by giving written notice to the other party. Each Order Form shall terminate upon expiration of the applicable Subscription Term, unless otherwise expressly stated therein or in this Agreement.

7.2. Termination for cause. Either party may terminate this Agreement, including all related Order Forms, if the other party: (a) fails to cure any material breach of this Agreement, including non-payment of Fees, within thirty (30) days of written notice; (b) ceases to operate without successor; or (c) seeks protection under any bankruptcy, receivership or similar proceeding, or if any such proceeding is commenced against such party and is not dismissed within 60 days. Except where an exclusive remedy is specified, the exercise by either party of any remedy under this Agreement, including termination, shall be without prejudice to any other remedy it may have under this Agreement, at law or otherwise. In the event of termination of this Agreement by Customer for cause pursuant to Section 7.2(a), Customer shall be entitled to a refund of any unused fees paid in advance for Service purchased hereunder.

7.3. Effect of termination; recovery of customer data. Upon written notice to MyNiiU or Reseller, Customer shall have up to thirty (30) calendar days from the termination or expiration of this Agreement to access the Service solely to the extent necessary to retrieve Customer Data ("Retrieval Right"). If Customer exercises its Retrieval Right, this Agreement and the applicable Order Form shall continue in full force and effect for the duration of the Retrieval Right. Employers shall have no further obligation to make Customer Data available after the termination of this Agreement and shall thereafter immediately delete Customer Data. After the Right of Retrieval period, Customer shall have no further access to the Customer Data and shall cease using and accessing the Service, including any related MyNiiU Technology, and shall delete all copies of the Software, the Documentation, any Service passwords or access codes, and any other MyNiiU Confidential Information in its possession.

7.4. Survival. The following sections shall survive the expiration or termination of this Agreement: 1.5 (Restrictions), 4 (Intellectual Property), 5 (Confidentiality), 6.1 (Fees and Payments), 6.2 (Taxes), 7 (Term and Termination), 8.3 (Disclaimer of Warranty), 11 (Indemnification), 12 (Limitation of Liability and Exclusion of Damages), 13 (General Conditions) and 14 (Definitions).

7.5. Suspension of service. MyNiiU reserves the right to suspend provision of the Service (a) if Customer (or Customer's Reseller, if applicable) is thirty (30) days or more past due on a payment; (b) if MyNiiU believes that such suspension is necessary as a result of Customer's failure tocomply with Sections 1.5 (Restrictions) or 2.2 (Customer Obligations); (c) if MyNiiU reasonably determines that suspension is necessary to prevent material harm to MyNiiU or its other customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions beyond MyNiiU's control; or (d) as required by law or at the request of governmental entities.

8.1. Service guarantee. MyNiiU warrants that: (a) the Service will operate in substantial conformance with the applicable Documentation and (b) the Technical Services and Deliverables will be provided in a workmanlike and professional manner and substantially in accordance with the specifications in the applicable SOW. If MyNiiU is unable to correct any reported nonconformance with this warranty, either party may terminate the Order Form or the applicable Statement of Work. Customer's sole remedy for breach of this warranty shall be to receive a refund of any unused fees Customer has paid in advance for the applicable Service or Technical Services purchased hereunder. This warranty shall not apply if the error or nonconformity was caused by misuse of the Service or Products, modifications to the Service or Products by Customer or a third party, or by third party hardware, software or services used in connection with the Service. In the case of Technical Services and Products, this warranty shall not apply unless Customer gives written notice of a claim within thirty (30) days after the expiration of the applicable Statement of Work.

8.2. Mutual guarantee. Each party warrants that it has validly executed this Agreement and that has the legal capacity to do so.

8.3. Warranty disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH SERVICE, THE SOFTWARE, AND ALL TECHNICAL SERVICES AND SUPPORT SHALL BE PROVIDED ON AN "AS IS" BASIS. PROVIDED "AS IS" AND PATTRONES MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MyNiiU DOES NOT WARRANT THAT USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

During the subscription period, MyNiiU will provide the customer with the level of support for the service specified in the applicable order form, in accordance with the support policy.

10.1. Provision of technical services. MyNiiU will perform the Technical Services for Customer as set forth in each applicable Statement of Work, subject to the terms and conditions of this Agreement. MyNiiU personnel assigned to perform the Technical Services shall be professional and qualified in the performance of the applicable Technical Services. If Customer, in its reasonable judgment, believes that MyNiiU personnel assigned to a project do not meet the requirements of this section, MyNiiU will discuss in good faith alternatives and replace MyNiiU personnel as reasonably necessary. When expressly stated in an SOW, MyNiiU will not remove personnel expressly named in the SOW without Client's prior written permission.

10.2. Attendance. Customer acknowledges that timely access to Customer's materials (defined below), resources, personnel, equipment or facilities is necessary for the provision of Technical Services. Customer agrees to provide such access and to reasonably cooperate with MyNiiU during a Technical Services project. MyNiiU shall have no liability for any delay or deficiency to the extent resulting from Customer's failure to comply with its obligations
under this Section 10.

10.3. Customer materials. Customer hereby grants MyNiiU a limited right to use any materials provided to MyNiiU in connection with the Technical Services projects (the "Customer Materials") solely for the purpose of providing Technical Services to Customer. Customer shall retain any of its rights (including all intellectual property rights) in and to the Customer Materials. Employers shall treat Client Materials subject to the confidentiality obligations under Section 5 (Confidentiality). Client warrants that it has and will have sufficient rights in the Client Materials to grant rights to MyNiiU under this Agreement and that the Client Materials will not infringe the rights of any third party.

10.4. Access to customer data within the framework of a SOW. With respect to access to any Customer Data under an SOW, Customer is solely responsible for ensuring that both the duration and scope of access are strictly limited to the access required under the specific SOW. Client agrees that it will not grant Patrons access to Customer Data unless specifically required and stated in a SOW, and only for the duration of the applicable Technical Services project. Unless otherwise specified in an SOW, Customer shall ensure that (a) any access to Customer Data it grants is limited to read-only access in Customer's development environment for the Patterns Service (and Customer shall not grant access to any other environment, such as its test, production or disaster recovery) and (b) Customer shall not grant access to any Customer Data that is not encrypted or contains personal data. To the extent access to Customer Data is granted, Customer will provide Patrons with (i) secure Customer workstations and networks to access Customer Data that are monitored, managed, configured, supported  and maintained by Customer and (ii) unique user IDs/passwords for each MyNiiU resource requiring access to Customer Data, and these credentials will be managed solely by Customer.

10.5. Product licensing. The Technical Services that MyNiiU performs (e.g., providing guidance on configuring the MyNiiU Service), and the resulting Deliverables are generally applicable to MyNiiU's business and are part of the MyNiiU Technology. Subject to the terms and conditions of this Agreement, including the restrictions in Section 1.5, MyNiiU grants to Customer a limited, non-exclusive, royalty-free, non-transferable, worldwide license to use the Deliverables internally solely in connection with such Customer's use of the Service.

10.6. Change orders. Customer may submit written requests to MyNiiU to change the scope of the Technical Services under an existing Statement of Work. MyNiiU will promptly notify Customer if it believes that the requested change requires an adjustment to the fees, schedule, assumptions or scope of performance of the Technical Services. Neither party is bound by a change request unless agreed to in writing by both parties pursuant to a mutually executed amendment or change order (each, a "Change Order"). MyNiiU shall continue to perform the Technical Services in accordance with the existing Statement of Work unless the parties mutually agree to such amendment or change order. MyNiiU may use subcontractors to perform the Technical Services, but shall remain responsible for its performance of such Technical Services under the applicable terms and conditions of this Agreement.

11.1. Indemnification by the Employers. MyNiiU will defend Customer against any claim by a third party alleging that any Service or Deliverable, when used in accordance with this Agreement, infringes any intellectual property rights of such third party, and will indemnify Customer from and against any damages and costs awarded against Customer or agreed to in settlement by MyNiiU, including reasonable attorneys' fees, resulting from such claim. If Customer's use of the Service or Deliverable gives rise, or in MyNiiU's opinion is likely to give rise, to a claim of infringement, MyNiiU may: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using the Service or Deliverable; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement, or the applicable Order Form or SOW and refund to Customer any unused Fees Customer has paid in advance for the applicable Service or Deliverable. MyNiiU's foregoing indemnification obligation shall not apply to the extent the applicable claim is attributable to (1) modification of the Service or Deliverable by any party other than MyNiiU or based on Customer's specifications or requirements; (2) combination of the Service or Deliverable with products or processes not provided by MyNiiU; (3) any use of the Service or Deliverable that is not in accordancewith this Agreement; or (4) any action arising as a result of Customer Data, or any deliverable or component not provided by MyNiiU. This section sets forth Customer's sole remedy with respect to any claim of intellectual property infringement.

11.2. Indemnification by the customer. Customer shall defend MyNiiU against any third party claim arising out of or relating to the Customer Data, Customer Materials or any product or service offered by Customer that is used in connection with the Service, and shall indemnify and hold MyNiiU harmless from any damages and costs awarded to MyNiiU or agreed to in a settlement by the Customer, including reasonable attorneys' fees, resulting from such claim.

11.3. Compensation procedures. In the event of a potential indemnification obligation under Section 11, the indemnified party shall (i) promptly notify the indemnifying party in writing of the claim, (ii) grant the indemnifying party the right to control the investigation, defense and settlement of such claim at the indemnifying party's sole expense, and (iii) at the request of the indemnifying party, provide all necessary cooperation at the indemnifying party's expense. The failure of the indemnified party to notify the indemnifying party of a claim under Section 11 shall not relieve the indemnifying party of its obligations under Section 11. However, the indemnifying party shall not be liable for litigation expenses incurred by the indemnified party prior to the time notice was given, nor for damages and/or costs resulting from any material prejudice caused by the delay or failure to notify the indemnifying party in accordance with this section. The indemnifying party may not enter into an agreement binding the indemnified party to any obligation, other than payment covered by the indemnifying party or cessation of use of the infringing materials, or requiring an admission of fault on the part of the indemnified party, without the indemnified party's prior written consent, which consent may not be unreasonably withheld, conditioned or delayed. Any indemnification obligation under Section 11 shall not apply if the indemnified party settles or admits a claim without the prior written consent of the indemnifying party.

(A) NEITHER MyNiiU NOR ANY MyNiiU AFFILIATE SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR MISSING DATA, BUSINESS INTERRUPTION, DELAY COSTS, LOST PROFITS OR ANY INDIRECT DAMAGES, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;(B) The aggregate liability of MyNiiU and its affiliates to the other party and its affiliates, and any person claiming through the other party or its affiliates, for all claims in the aggregate and for damages or liability of any kind, SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO MyNiiU IN THE PREVIOUS 12 MONTHS ACCORDING TO THE ORDER FORM OR APPLICABLE SOW TO WHICH SUCH LIABILITY REFERRED ("General Liability Limit"); (C) THE PARTIES AGREE THAT THIS SECTION 12 SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE; AND (D) THE APPLICABLE MONETARY LIMITS SET FORTH IN THIS SECTION 12 SHALL APPLY TO THIS AGREEMENT AND ALL SEPARATE AGREEMENTS IN THE AGGREGATE, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL AFFILIATE OF THE CUSTOMER HAS EXECUTED A SEPARATE AGREEMENT PURSUANT TO SECTION 1.2 (AFFILIATES).

13.1. Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each party. Neither party may assign this Agreement. Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities to its successor; and the Employers may assign this Agreement in its entirety to any Affiliate. Each party shall give prompt notice of any such assignment. Any attempt to transfer or assign this Agreement, except as expressly authorized in this section, shall be null and void and of no effect.

13.2. Divisibility; Interpretation. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision shall be limited to the minimum necessary for this Agreement to remain in effect. Section headings are inserted for convenience only and shall not affect the interpretation of the Agreement.

13.3. Applicable law, jurisdiction and venue. This Agreement shall be governed by the laws of the State of California and the United States, without regard to the conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods; and jurisdiction and venue for actions relating to the subject matter hereof shall be the state and federal courts located in San Francisco, California, and both parties submit to the personal jurisdiction ofsuch courts.

13.4. Notice. Any notice or communication required or permitted to be given under this Agreement shall be in writing and delivered to the parties at the addresses set forth in this Agreement or at such other address as either party may provide in writing to the other in accordance with this Section. Notices shall be deemed received by the addressee: (i) if delivered by hand, immediately upon receipt; (ii) if delivered by overnight courier service, on the first business day after mailing; (iii) if delivered by certified or registered mail, postage prepaid and return receipt requested, on the second business day after such notice is deposited in the mail; or (iv) if delivered by electronic mail, immediately upon receipt. Notwithstanding the foregoing, except for notices relating to non-payment and except as otherwise expressly permitted in this Agreement or on an Order Form, notices relating to termination of this Agreement or any claim (including, without limitation, breach, warranty or indemnity) may not be sent by email. Email notices to MyNiiU will be sent to notices@MyNiiU.app.

13.5. Modifications; exemptions. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by a duly authorized representative of each party to this Agreement, except as expressly set forth herein. The conduct or failure to enforce or exercise any rights under this Agreement shall not imply any waiver, nor shall any waiver be effective unless in writing and signed by a duly authorized representative on behalf of the party claimed to have waived. No term or condition set forth in a Customer purchase order, in Supplier's onboarding process or web portal, or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form part of this Agreement, and all such terms or conditions shall be null and void and of no effect, notwithstanding any language to the contrary therein, whether signed prior to or after this Agreement.

13.6. Complete agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all prior agreements and communications, both written and oral, relating to the subject matter of this Agreement.

13.7. Third-party beneficiaries. There are no third party beneficiaries under this Agreement.

13.8. Force majeure. Neither party shall be liable to the other for delay or failure to perform any obligation under this Agreement, except for non-payment of fees, if the delay or failure is due to a cause beyond such party's reasonable control, including but not limited to force majeure, labor disputes or other industrial disturbances, systemic failures of electricity, telecommunications or other utilities, earthquakes, storms or other elements of nature, blockades, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism or war.

13.9. Independent contractors. The parties to this Agreement are independent contractors. There is no partnership, joint venture, employment, franchise or agency relationship hereby created between the parties. Neither party shall have the power to bind the other or incur obligations on its behalf without the prior written consent of the other party and neither party's employees are eligible for any form or type of benefits, including, but not limited to, health, life or disability insurance, offered by the other party to its employees.

13.10. Export control. Customer shall comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Notwithstanding the foregoing, (i) Customer represents and warrants that it is not on any U.S. government list of prohibited or restricted parties, nor is it located in, or a national of, a country subject to a U.S. government embargo, or designated by the U.S. government as a "terrorist supporting" country. (ii) Customer will not access or permit any third party to access or use any Service in violation of any U.S. embargo, ban or export restriction, and (iii) Customer will not access or permit any Service in violation of any U.S. embargo, ban or export restriction. (iii) Customer will not submit to any Service any information that is controlled under the U.S. International Traffic in Arms Regulations.

13.11. U.S. Government terms. (a) Federal Government End Use. MyNiiU provides the Service, including all related software and, to the extent applicable, MyNiiU Technology, for federal government end use only in accordance with the following: Government technical data and software rights related to the Service include only those rights that are customarily provided to the public, as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software), and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).

13.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same agreement.

Customer may obtain the Service directly from Reseller pursuant to a separate agreement that includes the Reseller Order Form and other commercial terms (each a "Reseller Agreement"). MyNiiU shall have no obligation to provide the Service to Customer under a  Reseller Agreement if it has not received a Reseller Order Form for Customer. Reseller is  not authorized to make any changes to this Agreement or to make any warranties, representations, promises or undertakings on behalf of MyNiiU or in any way related to the Service. If Customer purchased the Service through a Reseller Agreement, then Customer agrees that MyNiiU may share certain Service Data with Reseller related to Customer's consumption of the Service.

• "Acceptable Use Policy" means MyNiiU's acceptable use policy.
• "Account" means Customer's account on the applicable Service in which Customer stores and processes Customer Data.
• "Affiliate" means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party. As used herein, "control" means the power to direct the management or affairs of an entity and "ownership" means the beneficial ownership of more than fifty percent (50%) of the voting securities or other equivalent voting interests of an entity.
• "Confidential Information" shall mean all information that is identified as confidential at the time of disclosure by the Disclosing Party or that should reasonably be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Customer Data shall be considered Customer Confidential Information without any additional markings or designations. All MyNiiU Technology and the terms and conditions of this Agreement shall be considered MyNiiU Confidential Information without any additional markings or designations. Confidential Information shall not include information that the Receiving Party can demonstrate that: (i) was lawfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become publicly known through no fault of the Receiving Party; (iii) has been lawfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) has been developed independently by employees of the Receiving Party who did not have access to such information.
• "Contractor" means the independent contractors and consultants authorized by Customer to serve as Service Users.
• "Customer Data" means any data or data file of any kind that is uploaded by or on behalf of Customer to the Service.
• "Deliverables" means configurations, code or other deliverables that MyNiiU provides to Customer in connection with the Technical Services. For clarity, MyNiiU may use compilers, assemblers, interpreters and similar tools to develop Deliverables. "Deliverables" does not include such tools. "Documentation" means MyNiiU's technical documentation and user guides for the applicable Service, available at http: or through the Service.
• "DPA" means the Customer Data Processing Addendum.
• "Feedback" is defined in section  4.1.
• "Fees" means the fees payable by Customer for the applicable Technical Service(s) as set forth in an Order Form or Statement of Work. In the case of Technical Services, the term Fees also includes travel, lodging, meals and other expenses incurred in the course of providing the Technical Services, but only if the applicable SOW specifies that the expenses are reimbursable.
• "Order Form" means the MyNiiU order document (and/or an SOW, if applicable) executed by Customer and MyNiiU that specifies the services being provided by MyNiiU and governed by this Agreement.
• "Security Addendum" means the Security Addendum of the Employers.
• "Service" means a software-as-a-service offering of MyNiiU made generally available and ordered by Customer as set forth in an Order Form. "MyNiiU" means MyNiiU LLC. or its Affiliate executing an Order Form that is governed by this Agreement. Unless otherwise specified in the Order Form or this Agreement.
• "Pattern technology" is defined in section 4.1.
• "SOW" means a Statement of Work entered into between the parties and governed by this Agreement.
• "Subscription Term" means the stated term designated on an Order Form.
• "Support Policy" means the Employer Support Policy.
• "Taxes" means taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, GST, value added, withholding or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on the net income, property or employees of the Employers. "Technical Services "8 refers to consulting, configuration or other services. professional services provided by MyNiiU to Customer under an Order Form or Statement of Work.
• "Third Party Applications" means stand-alone or third-party data, services or applications (and other related consulting services) made available to or for Customer that interoperate with the Service and are subject to a separate agreement or terms supplemental to this Agreement.
• "Testing Terms" means the terms and conditions applicable to Testing. "Usage Data" means usage and transaction data in connection with Customer's use of the Service, including query logs and metadata (e.g., object definitions and properties).
• "User" means persons designated and given access to the Service by or on behalf of Customer, including its contractors and those of its affiliates.
• "VAT/GST registration number" means the VAT/GST registration number of the business location(s) where the Customer is legally registered, and the requested services are used for business use.