REDWOOD SAGE TERMS AND CONDITIONS

PLEASE READ THESE REDWOOD SAGE TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW) OFFERED BY NEON REDWOOD LLC (THE “COMPANY”).

By entering into an order form with Company for use of the Services, or by signing up to use the Services on www.redwoodsage.ai, you (“Customer”) agree to be bound by these Terms. These Terms and the Order Form are, collectively, the “Agreement”. In the event of any inconsistency or conflict between the terms of the Terms and the terms of the Order Form, the terms of the Order Form control. If you are agreeing to this Agreement on behalf of a Customer that is an organization or entity, you represent and warrant you are authorized to bind Customer to this Agreement.

1. Definitions.

“Aggregated Anonymous Data” means data submitted to, collected by, or generated by Company in connection with Customer’s use of the Services, but only in aggregate or anonymized form, which cannot identify Customer or a User.

“Customer Data” means any data or information provided by Customer or its Users for use in connection with the Service, or that is generated by Customer in connection with its use of the Services, but not including any AI Content.

“Order Form” means the order form entered into by Company and Customer that references these Terms.

“Services” means the Company’s artificial intelligence (“AI”)-powered chatbot integration or such other software services of Company specified on the Order Form or on the online page hosted by Company where Customer signed up to use such service.

“Users” means users that are authorized by Customer and Company to use the Service on behalf of Customer and in accordance with this Agreement.

2. Provision of Service.

Subject to Customer’s compliance with this Agreement, Company shall provide the Services for use by Customer and Customer’s Users for Customer’s internal business purposes only, and only in accordance with any documentation Company provides regarding the Services. Company shall permit those specific Users of Customer to use the Services (at the limits set forth in any Order Form), and will grant login credentials to such Users as requested by Customer. From time to time, Company may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Company shall have no obligation under this Agreement or otherwise to provide any such Updates.

3. Customer Responsibilities.

3.1. Customer shall use the Service solely for its internal business purposes in accordance with this Agreement. Customer shall not, and shall ensure its Users do not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party; (ii) send spam or otherwise duplicative or unsolicited messages via the Services; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (vi) attempt to gain unauthorized access to the Services or its related systems or networks.

3.2. Customer is responsible for all activities that occur under User accounts. Customer shall (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and AI Content (as defined below); (ii) prevent unauthorized access to, or use of, the Services (including any access or use by individuals other than Users), and notify Company promptly of any such unauthorized use; and (iii) comply with all applicable laws in using the Services.

3.3. Customer agrees to provide all of its Users with a clear, conspicuous and detailed privacy policy disclosing Customer’s privacy and data collection practices and terms that comply with applicable data privacy laws.

4. Fees & Payment.

4.1 Fees. Customer shall pay the fees for the Services as specified in the Order Form or on the checkout page when signing up for the Services online, as applicable (“Fees”). If Company does not receive a payment in full when due, Company may charge interest on the amount of the late payment at the lesser of 1.5% per month or the maximum amount permitted under applicable law. If Customer’s account is fifteen (15) days or more overdue, in addition to any other of its rights or remedies, Company may suspend the Services until such amounts are paid.

4.2 Subscription Payment. If Customer buys or subscribes to the Company’s paid Services, Customer agrees that (i) if Customer purchased a recurring subscription to the Services, the Company may store and continue billing Customer’s payment method (e.g., credit card) to avoid interruption of such Services, and (ii) Company may calculate taxes payable by Customer based on the billing information provided at the time of purchase. Company reserves the right to change its subscription plans or adjust pricing for the Services in any manner and at any time as the Company may determine in its sole and absolute discretion. Except as otherwise provided in the Terms, any price changes or changes in Customer’s subscription plan will take effect following reasonable notice to Customer. All subscriptions are payable in accordance with the payment terms in effect at the time the subscription becomes payable. Payment can be made by credit card, debit card or other means that the Company may make available. Subscriptions will not be processed until payment has been received in full, and any holds on Customer’s account by any other payment processor is solely Customer’s responsibility.

4.3 Subscription Renewals and Cancellations. Customer agrees that if Customer purchases a subscription, Customer’s subscription will automatically renew at the subscription period frequency referenced on the Order Form or on Customer’s subscription page (or if not designated, then monthly) and at the then-current rates, and Customer’s payment method will be automatically charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, Customer must cancel its subscription 30 days before the subscription period renewal date by doing the following: Contact your account manager, or email billing@neonredwood.com, and inform them of your intent to cancel your subscription. Please include the email address and Slack Team name associated with the account you wish to cancel.

4.4 Refunds.Except as expressly set forth in the Terms, payments for any subscriptions to the Services are nonrefundable and there are no credits for partially used periods. Following any cancellation by Customer, however, Customer will continue to have access to the paid Services through the end of the subscription period for which payment has already been made.

4.5 Taxes. Company’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Company’s income. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Proprietary Rights.

5.1 Company Technology. As between the parties, Company owns: (i) the Services (including Updates), the Company name, the Company logo, the domain name where the Services is hosted and all subdomains and content thereon, the product and service names associated with the Services, and other trademarks and service marks; (ii) audio and visual information, documents, software and other works of authorship provided by Company to Customer under this Agreement; and (iii) other technology, including graphical user interfaces, artificial intelligence and machine learning models, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used by Company to provide the Services under this Agreement, including in each case all modifications, enhancements, improvements and derivative works thereof and thereto (collectively, “Company Technology”). Any software which is distributed or otherwise provided to Customer hereunder by Company (including without limitation any software identified on an Order Form) shall be deemed a part of the “Company Technology”. If Customer acquires any right, title or interest in or to the Company Technology other than the limited licenses expressly granted in this Agreement, Customer hereby assigns all such right, title and interest to Company. Other than as expressly set forth herein, no license or other rights in or to the Company Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Company.

5.2 Use Restrictions. Customer shall not, and shall ensure its Users shall not, (i) modify, copy or create derivative works based on the Services or Company Technology; (ii) create Internet “links” to or from the Services, or “frame” or “mirror” any content forming part of the Services, other than on Customer’s own intranets; (iii) disassemble, reverse engineer, or decompile the Services or Company Technology, (iv) access the Services in order to copy any ideas, features, functions or graphics of the Services; (v) integrate the Services with any third party platforms that are not explicitly authorized by the Company, which such third party platforms may be updated from time to time in the Company’s sole discretion; and (vi) use the Services to (a) develop machine learning models or related technology, develop foundational models or other large scale models that compete with the Company or the Services, (b) mislead any person that Output (as defined below) from the Services was solely human generated, (c) generate spam or content for dissemination in electoral campaigns, or (d) in a manner that violates any technical documentation, usage guidelines or parameters.

5.3 Customer Data. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Company shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data. Company is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Company’s gross negligence or willful misconduct. Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Company may (i) internally use and modify (but not disclose, other than as necessary to provide the Services) Customer Data for the purposes of (A) providing the Services to Customer and (B) generating Aggregated Anonymous Data, and (ii) freely use and make available Aggregated Anonymous Data for Company’s business purposes (including without limitation, for purposes of improving, training, testing, operating, promoting and marketing Company’s products and services).

5.4 AI Content. Customer or its Users may provide text, graphics, information or other content to be processed by the Services (“Input”), and receive output generated by the Services based on the Input or based on other content provided by Users (“Output” and together with the input, “AI Content”). As between the parties and to the extent permitted by law, Customer owns AI Content generated by Customer’s or its Users’ Input. Customer hereby grants the Company and its third party providers a worldwide, non-exclusive, perpetual, royalty-free, irrevocable, sublicensable and transferable right to use Customer’s AI Content to provide Customer with the Services. Customer is solely responsible for the development, operation, maintenance and use of Customer’s AI Content, including compliance with applicable laws and the Agreement and Customer will ensure that Customer’s and its Users’ use of the AI Content does not infringe, violate, or misappropriate any of the Company’s rights or the rights of any third party. Customer further acknowledges that due to the nature of machine learning and the technology powering the Services, Output may not be unique and the Services may generate the same or similar output to the Company or a third party. The Company may process and use Customer’s AI Content to further develop, enhance and improve the Services, and Customer consents to the Company’s usage thereof.

5.5 Use of AI Content. AI Content is for informational purposes only and is not intended to be a substitute for medical, safety, legal, financial or other professional advice, nor is it intended to provide a basis for decisions. Customer is solely responsible for verifying and validating any Output generated by the Services, including the AI Content of its Users.  Customer is solely responsible for any and all of its own AI Content and the AI Content of its Users. Because the Company does not control the AI Content, Customer acknowledges and agrees that the Company is not responsible for any AI Content, whether generated by the Customer or its Users. The Company makes no guarantees regarding the accuracy, currency, suitability or quality of any AI Content and does not endorse any AI Content. The Company will not be responsible for any loss or damage incurred as the result of any such interactions or Customer’s or its Users’ use of any AI Content.

5.6 Suggestions. Customer hereby grants to Company a royalty-free, worldwide, irrevocable, perpetual, sublicensable, transferable license to use or incorporate into the Services or Company’s other products and services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the operation of the Services.

6. Confidentiality.

6.1 Definition of Confidential Information. The term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (which are Confidential Information of both parties), and (i) in the case of Customer, the Customer Data, and (ii) in the case of Company, the Services and the Company Technology, and related technology, technical information and product designs. Confidential Information shall not include any information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

6.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party except to perform its obligations or exercise its rights under this Agreement, except with the Disclosing Party’s prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

6.3 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 6, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.

7. Warranties; Disclaimers; Indemnification.

7.1 Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

7.2. Disclaimer. Customer acknowledges and agrees that the Services have not been fully tested. The Services use experimental technology and any AI Content may not meet Customer’s desired use, including, without limitation, that it may be inaccurate, offensive or duplicative content generated by the Services for other users, and in each case, may provide content that does not represent the Company’s views. It is Customer’s responsibility to use discretion before relying on, publishing or otherwise using the Services or the AI Content. The Company makes no representation or warranty regarding the integration or compatibility of the Services with any third party platforms, and the Company has no control or liability for any acts of any third party platforms. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIALS AND/OR DATA OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT CUSTOMER’S SOLE RISK. CUSTOMER SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. OUTPUT THAT APPEARS ACCURATE BECAUSE OF THEIR DETAIL OR SPECIFICITY MAY STILL CONTAIN MATERIAL INACCURACIES. OUTPUT MAY NOT ACCOUNT FOR EVENTS OR CHANGES TO UNDERLYING FACTS OCCURRING AFTER THE SERVICES. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE COMPANY OR THE SERVICES SHALL CREATE ANY WARRANTY OF ANY KIND.

7.3 Limitation of Liability. IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) (A) THE FEES PAID BY CUSTOMER TO COMPANY HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER, (B), IF NO FEES ARE PAID BY CUSTOMER TO COMPANY, $500.

8. INDEMNIFICATION.

8.1 Indemnification by Company. Subject to this Agreement, Company shall at its expense defend Customer and its officers, directors and employees (“Customer Indemnified Parties”) against any claim made or brought against any Customer Indemnified Party by a third party alleging that the Services as provided to Customer hereunder infringes the intellectual property rights of a third party (each, a “Customer Claim”), and shall pay any damages finally awarded by a court or agreed to by Company in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly gives written notice of the Customer Claim to Company; (b) gives Company sole control of the defense and settlement of the Customer Claim (provided that Company may not agree to any settlement that imposes any liability or obligation on Customer); and (c) provides to Company, at Company’s cost, all reasonable assistance. Company shall have no obligation under this Section 8.1 or otherwise regarding claims that arise from or relate to (i) Customer’s use of the Services other than as contemplated by this Agreement, (ii) any modifications to the Services made by any entity other than Company, (iii) any combination of the Services with services or technologies not provided or approved by Company, or (iv) Customer’s use of the Services or portion thereof after Company has terminated this Agreement or such portion of the Services in accordance with this Section 8.1. If in Company’s opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause Company liability, Company may in its discretion (x) obtain a license to enable Customer to continue to use the potentially infringing portion of the Services, (y) modify the Services to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Services and refund the amount of any pre-paid fees applicable to the portion of the terminated Services to be provided after the termination date. This indemnity shall be Customer’s sole and exclusive remedy with respect to any third-party intellectual property infringement claims.

8.2 Indemnification by Customer. Subject to this Agreement, Customer shall at its expense defend Company and its officers, directors and employees (“Company Indemnified Parties”) against any claims made or brought by a third party against any Company Indemnified Party arising from or related to (i) Customer’s or any User’s use of the Services, (ii) the infringement or misappropriation of the rights of any third party resulting from Company's use of any of the Customer’s trademarks or logos in accordance with this Agreement, or (iii) Company’s use of any Customer Data or AI Content in accordance with this Agreement (each, a “Company Claim”) and shall pay any damages finally awarded by a court or agreed to by Customer in a settlement with respect to such Company Claim; provided, that Company (a) promptly gives written notice of the Company Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Company Claim (provided that Customer may not agree to any settlement that imposes any liability or obligation on Company); and (c) provides to Customer, at Customer’s cost, reasonable assistance in connection therewith.

9. TERM & TERMINATION.

9.1 Term of Agreement. This Agreement commences on the date set forth in the Order Form or the date these Terms are agreed to, as applicable, and will continue until the end of the term set forth in an Order Form, or if no term is specified, then for twelve (12) months. Thereafter, this Agreement renews for additional twelve (12) month periods until otherwise terminated in accordance with this Section 9 or unless either party provides the other party a notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

9.2 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed or stayed within ninety (90) days. Termination shall not relieve Customer of the obligation to pay any Fees accrued or payable to Company prior to the effective date of termination. Without limiting the foregoing, Company may suspend or limit Customer’s access to or use of the Services if (a) Customer’s account is more than sixty (60) days past due, or (b) Customer’s use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Company’s ability to provide access to the Services to other customers.

9.3 Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Company shall have no obligation to provide the Services for Customer or to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing or any other provision of this Agreement, Company may use in perpetuity any anonymized data which is derived from Customer Data but does not identify Customer or any specific User. All fees owed but not yet paid shall be payable immediately upon expiration or termination of this Agreement.

9.4 Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 1 and 4-11 (inclusive).

10. GOVERNING LAW; DISPUTE RESOLUTION.

The Parties hereby agree that any disputes under this Agreement will be resolved pursuant to the laws of the State of New York and the United States of America, without giving effect of any conflicts of laws principles. Except as provided below, any dispute, controversy or claim arising out of, or relating to, this Agreement or breach of this Agreement, or the transactions contemplated hereby, shall be settled in accordance with the following procedures: If any dispute arises under this Agreement, the parties will use good faith efforts to promptly resolve the matter informally before resorting to more formal means of resolutions. The parties hereby agree to submit any dispute they cannot resolve informally to final and binding arbitration. The arbitration will be conducted in Los Angeles, using the English language and will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, in front of a sole arbitrator. The arbitrator will follow California law in adjudicating the dispute. Interpretations of this Agreement, including determinations of unconscionability, and the interpretation of this Section 10, will be determined by the arbitrator selected through this provision. The determinations of the arbitrator shall be final and shall not be subject to judicial review; provided, however, that any award or determination rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties shall share equally the costs of arbitration, including the costs of transcribing the arbitration, but each party shall bear its own attorneys’ fees and related costs, unless otherwise provided by law or statute. Except to the extent necessary to confirm an award or as may be required by applicable laws, neither a party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of the other parties. Each party expressly and irrevocably waives any claim or defense in any arbitration or proceeding based on any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar doctrine or theory. Each party irrevocably waives any and all right to trial by jury in any proceeding arising out of or related to this Agreement. Any proceeding to resolve a dispute hereunder will be conducted solely on an individual basis, and neither party will seek to have any dispute heard as a class action or class arbitration. The parties acknowledge and agree that any action for equitable relief or any other action that may not be submitted to arbitration under applicable law, including the enforcement of any arbitration ruling, shall be tried by a court of competent jurisdiction located in Los Angeles, California. To that end the parties hereby submit to the jurisdiction of the State of California for this limited purpose.

11. GENERAL PROVISIONS. This Agreement represents the entire agreement between Customer and Company with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Company with respect thereto. Company may use Customer’s name and logo in Company’s lists of customers provided that such use will comply with Customer’s standard trademark guidelines provided by Customer to Company in writing. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form or the contacts indicated when signing up for the Services online. Either party may update its email address or physical address by giving notice in accordance with this section. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Customer may not assign any of its rights or obligations hereunder without Company’s prior written consent. Any assignment in violation of this Agreement will be null and void. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.