a. “Add-Ons” means advanced functionality of the Software not included in the original Order Form, which Customer may request pursuant to section 5;

b. “Affiliate” means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party.

c. “Applications” means software programs provided by Customer that run on, run through, or are connected to the Software;

d. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Software under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Software has been purchased hereunder.

e. “Customer Data” means Personal Data and all other text, files, images, graphics, illustrations, information, data (including audio, video, photographs, and other content and material), in any format, provided by or on behalf of Customer that are uploaded, reside in, run on or run through, the Software;

f. “Documentation” means Enboarder’s user manuals, handbooks, guides, Enboarder FAQs, Enboarder Academy, and other material describing the functional processes, assumptions, specifications, and principal operations of the Software;

g. “Feedback” means all suggestions comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by Customer (whether in oral, electronic, or written form) to Enboarder related to the Online Services;

h. “Intellectual Property Rights” means all intellectual property rights, including but not limited to: copyright (including copyrights, copyright registration and copy rights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notification, drawings specifications and databases); moral rights, trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, technical information, and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing;

i. “Log-In Credentials” means sign-in identification and password or other method of access that Enboarder provides to Customer in order to access the Software;

j. “Malicious Code” means, without limitation, code, files, scripts, agents or programs intended to do harm, including, without limitation, viruses, worms, bombs and trojan horses;

k. “Online Services” means any and all of the professional services, Software, and other offerings provided by Enboarder pursuant to the Agreement, including the offerings provided through the Website, any mobile applications and APIs provided by Enboarder, and all such services and software labelled as alpha, beta, pre-release, trial, preview or otherwise;

l. “Order Form” means an order for the Online Services signed by the Customer and accepted by Enboarder, which specifies the features of the Software and/or Services, the Subscription Period, the Subscription Fees, number of Authorized Users, and any additional terms applicable to Customer’s access to and use of the Software;

m. “Personal Data” means any information relating to an identified or identifiable natural person which is uploaded to the Software by or on behalf of the Customer in connection with Customer’s use of the Online Services;

n. “Software” means the software-as-a-service offering by Enboarder, available through https://enboarder.com/ and related services located in the https://enboarder.com/ domain and subdomains, including Add-Ons, software, code, algorithms, hosted services, mobile applications, APIs, and web interfaces that are comprised of the web-based authoring environment to create and monitor workflows. Software includes any enhancements, updates, upgrades, derivatives, or bug fixes to such Software, and any add-ons, templates and sample data sets;

o. “Subscription Fees” means the monthly or annual fee for the Software as set out in the Order Form, or in the case of Add-Ons, as agreed upon by the Parties in writing (email is sufficient);

p. “Subscription Period” means the period specified in the applicable Order Form, as extended under Section 15(a);

q. “Website” means www.enboarder.com

a. License Grant. Subject to and conditioned on Customer’s payment of Subscription Fees and compliance with all other terms and conditions of this Agreement, Enboarder hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 16(b)) right to access and use the Software during the Subscription Period, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Additionally, subject to the terms and conditions contained in this Agreement, Enboarder hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 16(b)) license to use the Documentation during the Subscription Period solely for Customer’s internal business purposes in connection with its use of the Software.

b. Use Restrictions. Customer shall not, and shall not permit any third party to: (i) copy, modify, or create derivative works of the Software or Documentation; (ii) reverse-engineer, decompile, or otherwise attempt to derive the Software’s source code, algorithms, or methods; (iii) rent, resell, sublicense, or use the Software to provide services to third parties; (iv) use the Software for competitive analysis, benchmarking, or to build a similar or competing product; (v) remove or alter any proprietary or copyright notices; (vi) use the Software to transmit Malicious Code or for any illegal or unauthorized purpose; (vii) interfere with the security or integrity of the servers or networks hosting the Software ; or (viii) attempt to download the Software or provide Website access to unauthorized third parties.

c. Reservation of Rights. Enboarder reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Online Services.

d. Suspension. Enboarder may temporarily suspend access to the Online Services if: (i) Enboarder reasonably determines that (A) there is a threat or attack on the Online Services; (B) Customer's or any Authorized User's use poses a security risk to the Online Services or to any other Enboarder customer or vendor; (C) Customer or any Authorized User is using the Online Services for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or become subject to any bankruptcy, reorganization, liquidation, or similar proceeding; or (E) Enboarder's provision of the Online Services is prohibited by applicable law; (ii) any vendor of Enboarder has suspended Enboarder's access to third-party services required to enable Customer to access the Online Services; or (iii) in accordance with Section 6.2 (each, a "Service Suspension"). Enboarder will use commercially reasonable efforts to notify Customer of any Service Suspension and to restore access promptly after the cause is resolved. Enboarder is not liable for any damages or losses arising from a Service Suspension.

e. Support. Subject to payment of the corresponding fees, Enboarder will provide its standard support and maintenance services and associated service level agreements specified in the applicable Order Form subject to the terms and conditions of the Enboarder Service Level agreement available on the Enboarder website as updated from time to time by Enboarder at its sole discretion.

f. Artificial Intelligence. Where Enboarder makes AI Features available to Customer, such AI Features shall be governed by the AI Additional Terms of Use ("AI Terms"), available at enboarder.com/legal/ai-terms/ and incorporated herein by reference. In the event of a conflict between these Terms and the AI Terms with respect to AI Features, the AI Terms shall control.

g. Usage Data. Notwithstanding anything to the contrary in this Agreement, Enboarder may collect metrics, analytics, statistics, or other data related to Customer’s use of the Online Services (“Usage Data”) (a) to provide the Online Services and Software to and for the benefit of Customer, including for security purposes, and (b) to analyze, maintain, and improve the Online Services and Software or create new service offerings or products (provided that in relation to (b) the data collected shall not include personal data, Customer’s Confidential Information, or Customer Data).

a. Customer is responsible for all uses of the Online Services and Documentation resulting from access it provides, directly or indirectly, whether or not such use is permitted under this Agreement. Customer is responsible for all acts and omissions of Authorized Users, and any breach by an Authorized User is deemed a breach by Customer. Customer shall use reasonable efforts to ensure Authorized Users are aware of and comply with the applicable provisions of this Agreement.

b. Customer must: (i) use the Log-In Credentials to access the Software; (ii) provide Enboarder access to Customer's Applications and a right to use, process, and transmit Customer Data as necessary to provide the Online Services and for any other purposes specified in the Agreement; and (iii) follow operating procedures and use any third-party software as specified in the Documentation or as notified by Enboarder.

c. Customer represents, warrants, and covenants that it and its Authorized Users will comply at all times during the Subscription Period with the Acceptable Use Policy, available at http://enboarder.com/acceptable-use as updated from time to time on the Website and incorporated by reference into the Agreement (“Acceptable Use Policy”).

d. Customer acknowledges that Customer is responsible for all hardware, software, and telecommunications services used to access and use the Online Services.

e. Customer must remain within the scope limitations as outlined in the Order Form including for the number of licenses provided.

f. Any violation of this Section 3 by the Customer will be considered a material breach of this Agreement and Enboarder may immediately terminate the Agreement without notice in the event of such breach.

Customer may, during the Subscription Period, request the provision of Add-Ons to be included in its Order Form. If the request for Add-Ons is agreed by Enboarder, Customer must pay Enboarder the Add-On fees at the then-current prices as outlined in the updated Order Form at the time of Customer’s request prior to the Add-On being enabled in Customer’s account.

a. Fees The Subscription Fees will be payable by Customer on or before the Effective Date and on each subsequent payment date as specified in the applicable Order Form(s) without setoff or deduction. All payments must be made in the currency set out in the Order Form via electronic funds transfer, as per Enboarder’s instructions. If applicable, Enboarder will issue an electronic tax invoice upon registration and then prior to each payment date. In the event Enboarder purchases any third-party services or tools on behalf of Customer, with Customer’s prior written consent, Enboarder will pass through such costs to Customer in the month after expense was incurred, except as otherwise outlined in an Order Form.

b. Late Payments. If Customer fails to pay any past due invoice, Enboarder may revoke or suspend the Online Services until such time as Customer pays any undisputed outstanding amounts. Enboarder may charge interest on all past due undisputed invoices at a rate of 1.5% per month, or the highest rate allowed under applicable law, whichever is lower.

c. Taxes. All Subscription Fees are exclusive of applicable taxes (except withholding taxes and taxes on Enboarder's net income), duties, levies, and other governmental impositions, including Australian Goods and Services Taxes ("Taxes"). Customer is responsible for all such Taxes and any related penalties and interest. If Customer is legally required to withhold any amounts payable to Enboarder, Customer may deduct such taxes from the amount owed and remit them to the appropriate taxing authority and must promptly provide Enboarder with properly executed certificates or receipts evidencing such payment. Customer must also provide reasonable assistance to Enboarder in connection with any application to qualify for a reduced withholding rate under an applicable tax treaty.

d. Auditing Rights and Required Records. During the Subscription Period and for two years after, Customer shall maintain accurate records regarding its use of the Software and payment obligations. Upon reasonable notice and at Enboarder’s expense, Enboarder may audit these records to verify compliance with this Agreement. If an audit reveals an underpayment, Customer shall promptly pay the deficiency together with interest in accordance with section 5(b). If the underpayment exceeds 5% for any quarter, Customer shall also reimburse Enboarder for the costs of the audit.

a. Online Services. Customer acknowledges that, as between Customer and Enboarder, Enboarder owns all right, title, and interest, including all intellectual property rights, in and to the Online Services and Usage Data and, Enboarder may use, publish, share, distribute, or disclose such Usage Data for any and all purposes. With respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

b. Customer Data. Enboarder acknowledges that, as between Enboarder and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Enboarder a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Enboarder to provide the Online Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to create deidentified and/or aggregated Usage Data from Customer Data.

c. Feedback. If Customer or any of its employees or contractors provides any suggestions, comments, ideas, or other feedback to Enboarder regarding the Online Services ("Feedback"), Enboarder is free to use such Feedback without restriction. Customer assigns to Enboarder, on behalf of itself and its employees, contractors, and agents, all right, title, and interest in any intellectual property contained in the Feedback, for any purpose, without attribution or compensation.

a. Linked Sites. The Website or Software may contain links to third-party websites ("Linked Sites"), provided for Customer's convenience only. Enboarder does not endorse or take responsibility for the content of any Linked Sites. Customer acknowledges that Linked Sites may have different terms of use and privacy policies, and Customer's use of any Linked Site is governed by that site's applicable terms and policies.

b. Link to the Website. Customer may include a link to the Website, but permission is restricted to making a link without any alteration of the relevant Website content. Customer may not reproduce, frame or reformat the files, pages, images, information and materials from the Website on any other website of Enboarder unless express prior written permission has been obtained from Enboarder. In no event is Customer permitted to use the Website to sell a product or service, or to increase traffic to Customer’s website for commercial reasons, such as advertising sales. Notwithstanding the foregoing, Enboarder reserves the right to prevent linking to the Website at any time.

c. Third-party Tools and Customer Third Parties.

i. Third Party Tools. Enboarder may from time to time make third-party tools or services available to Customer on the Website or in connection with Customer’s use of the Online Services (such as for form capture) (“Third Party Tools”). Enboarder does not control such Third Party Tools providers, and, for purposes of this Agreement, such Third Party Tools are subject to their own terms and conditions and the applicable flow-through provisions provided in Exhibit A. If Customer does not agree to abide by the applicable terms for any such Third-Party Tools, then Customer should not use such Third Party Tools.

ii. Customer Third Parties. The Software may allow Customer to connect with third-party service providers (“Customer Third Parties”). Customer is solely responsible for its agreements with such third parties. Customer authorizes Enboarder to receive, transmit, and provide access to Customer Data as necessary to facilitate these interactions. Enboarder does not control, and is not responsible for, the acts, omissions, security practices, or data treatment of Customer Third Parties. Enboarder specifically disclaims all liability for any loss, modification, or deletion of Customer Data resulting from access by Customer Third Parties.

a. Data Processing. Enboarder will process and use any Personal Data in accordance with Enboarder’s Privacy Policy available at http://enboarder.com/privacy, as updated from time to time on the Website, and the Data Protection Addendum located at https://enboarder.com/legal/global-dpa/ unless otherwise negotiated by the parties (the “DPA”), the terms of where are hereby incorporated into this Agreement. In the event of a conflict between any provisions in these Terms of Service and the DPA, the provisions of the DPA will govern and control with regard to the processing of Personal Data. Enboarder will maintain a security program materially in accordance with industry standards that is designed to protect the security, confidentiality, and integrity of the Personal Data.

b. Consents. Customer represents and warrants and agrees that Customer has made any disclosures to and obtained any consents from the relevant data subjects which are required under applicable Data Protection Laws, as defined in the DPA, in order for the Personal Data to be lawfully uploaded to the Software and Enboarder to process that Personal Data as contemplated by this Agreement.

a. Customer Data Warranty and Obligations. Customer represents and warrants that it owns or has all necessary rights and consents to provide Customer Data to Enboarder without infringing any third-party rights or violating any laws. Customer is solely responsible for the accuracy, content, and use of Customer Data, for maintaining its own backups, and for protecting the confidentiality of all content in its possession or control. Enboarder is not liable for any errors, omissions, deletions, or damages resulting from Customer’s use or management of Customer Data.

a. Information Security. Enboarder will employ security measures in accordance with Enboarder’s data privacy and security procedures as described in the DPA.

b. Data Breach Procedures. Enboarder maintains a data breach plan in accordance with the DPA and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).

c. Customer Control and Responsibility. Customer retains sole responsibility for: (a) all Customer Data, including its content and use; (b) all information and materials provided by or on behalf of Customer or any Authorized User in connection with the Online Services; (c) Customer's IT infrastructure, including computers, software, databases, and networks, whether operated directly or through third-party services ("Customer Systems"); (d) the security and use of all Log-In Credentials; and (e) all access to and use of the Online Services through Customer Systems or Log-In Credentials, with or without Customer's knowledge, including all results obtained from and decisions based on such access or use

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

a. No Warranty Regarding Website. No representation or warranty (express or implied) is made as to the currency, completeness, accuracy, reliability, suitability, and/or availability of any information on the Website.

b. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) 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; (ii) it has, and throughout the Subscription Period will retain, the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; (iii) 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 (iv) 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.

c. Warranties by Enboarder. Subject to sections 11(d), 11(e), and 11(f), during the Subscription Period, Enboarder represents and warrants that (i) the Software will operate in accordance with the applicable Documentation; (ii) any professional services provided as part of the Online Services will be provided in a professional and workmanlike manner; (iii) it has and will continue to use standards and technologies consistent with industry standard prevent the introduction and proliferation of malicious or disabling code through the Online Services.

d. Remedies. In the event of a breach of the warranties offered in Section 11(c) during the Subscription Period and Customer notifies Enboarder in writing of this failure, Enboarder, at its cost, will correct the failure or, if Enboarder cannot correct such failure in a commercially reasonable manner, Enboarder will inform Customer and Customer may terminate this Agreement and recover a pro-rata portion of any pre-paid Subscription Fees associated with the portion of the Subscription Period after the effective date of such termination. This section 11(d) states Enboarder’s sole liability and Customer’s exclusive remedy for any breach of section 11(c).

e. The warranty in section 11(c) will not apply if the failure of the Software resulted from use of the Software by Customer or its Authorized Users not in conformance with the Documentation or this Agreement, Customer’s combination of the Software with any other software, or a defect in or failure of any device, communications link or software used to access the Software.

f. DISCLAIMER. EXCEPT AS SET FORTH IN SECTIONS 11(b) AND 11(c), THE ONLINE SERVICES ARE PROVIDED “AS IS” AND ENBOARDER DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR BY STATUTE OR IN LAW. ENBOARDER SPECIFICALLY DOES NOT WARRANT THAT THE ONLINE SERVICES OR ANY RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S REQUIREMENTS, THE OPERATION OR OUTPUT OF THE SOFTWARE WILL BE ERROR-FREE, VIRUS-FREE, SECURE, FREE OF HARMFUL CODE, ACCURATE, RELIABLE, COMPLETE, OR UNINTERRUPTED.

a. Claims Against Customer. Enboarder will defend, indemnify, and hold Customer harmless against any claim, suit or action brought against Customer by a third party to the extent that such claim, suit or action arises from an allegation that the Online Services, when used as expressly permitted by this Agreement, infringes the Intellectual Property Rights of such third party (“Customer Claim”), and Enboarder will indemnify Customer for any amounts awarded against Customer in judgment or settlement of such Customer Claim. If Enboarder receives prompt notice of a Customer Claim that, in Enboarder’s reasonable opinion, is likely to result in an adverse ruling, then Enboarder may: (i) obtain a right for Customer to continue using the Online Services at issue; (ii) modify such Online Services to make it non-infringing; (iii) replace such Online Services with a non-infringing version; or (iv) terminate this Agreement and/or provide a reasonable depreciated or pro-rata refund of amounts prepaid for the allegedly infringing Online Services.

b. Enboarder Indemnity Limits. Notwithstanding the foregoing, Enboarder will have no obligation under section 14.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Online Services and/or Documentation not expressly permitted under this Agreement or contrary to the instructions given to Customer by Enboarder; (ii) any use of the Online Services in combination with products, equipment, software, or data not made available by Enboarder if such infringement would have been avoided without the combination with such other products, equipment, software, or data; (iii) Customer’s use of the Online Services or Documentation after notice of the alleged or actual infringement from Enboarder or any appropriate authority; (iv) any modification of the Online Services or Documentation by any person other than Enboarder or its authorized agents or subcontractors; or (v) any third-party tools, links, or websites (collectively, “Excluded Claims”). Enboarder will have no obligation under section 14.1 or otherwise with respect to any claim based upon the use by Customer of any Customer Data uploaded or accessed through the Online Services to the extent such claim is not based on the Online Services itself. Sections 14.1 and 16(b) state Enboarder’s sole obligation and liability and Customer’s exclusive remedy for all third-party claims.

c. Claims Against Enboarder. Customer will defend, indemnify, and hold Enboarder harmless against any claim, suit, proceedings, or losses against or damages, expenses, and costs (including without limitation court costs and reasonable legal fees) incurred by Enboarder brought by a third party to the extent that such claim, suit or action arises from: (i) Customer’s failure to comply with or violation of any applicable law or regulation; (ii) Customer’s infringement of any third party’s Intellectual Property Right; (iii) Customer’s provision of or Enboarder’s receipt or use of any Customer Data in accordance with this Agreement; (iv) Customer’s products or services; or (v) Excluded Claims (each, an “Enboarder Claim”).

d. Procedure. The foregoing obligations are conditioned on the party seeking indemnification: (i) promptly notifying the other party in writing of such claim; (ii) giving the other party sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating and, at the other party’s request and expense, assisting in such defense. Neither party may make any public announcement of any claim, defense, or settlement without the other party’s prior written approval. The indemnifying party may not settle, compromise, or resolve a claim without the consent of the indemnified party, if such settlement, compromise, or resolution causes or requires an admission or finding of guilt against the indemnified party, imposes any monetary damages against the indemnified party, or does not fully release the indemnified party from liability with respect to the claim.

From time to time during the Subscription Term, either Party may disclose to the other Party information about its business affairs, products, intellectual property, trade secrets, and other sensitive or proprietary information, whether orally or in written or electronic form, and whether or not marked as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that: (a) is in the public domain; (b) was known to the receiving Party at the time of disclosure; (c) was rightfully obtained from a third party without restriction; or (d) was independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to employees who have a need to know it to exercise rights or perform obligations under this Agreement. Each Party may disclose Confidential Information only to the extent required (i) to comply with a court order or applicable law, provided that the disclosing Party first gives written notice to the other Party and makes reasonable efforts to obtain a protective order; or (ii) to establish its rights under this Agreement. Upon termination, each receiving Party must promptly return or destroy the other Party's Confidential Information and certify that destruction in writing upon request. Non-disclosure obligations survive for five years after disclosure, except that obligations with respect to trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT PRODUCTS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO A PARTY’S FRAUD OR WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE, A PARTY’S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION) OR, WITH RESPECT TO CUSTOMER, CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ENBOARDER UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM (“ORDINARY CAP”), PROVIDED THAT ANY CLAIM ARISING UNDER A PARTY’S OBLIGATIONS UNDER SECTION 13 (CONFIDENTIALITY) OR UNDER THE DPA SHALL BE SUBJECT TO TWO TIMES THE ORDINARY CAP. The parties agree that the limitations on liabilities set forth herein are agreed allocations of risk and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy.

a. Subscription Period. Unless earlier terminated in accordance with this Agreement, the Subscription Period will commence on the Effective Date set forth in the applicable Order Form and will automatically renew for additional periods of 12 months, unless a Party provides written notice to the other Party of its intention not to renew at least 30 days prior to expiration of the then-current Subscription Period. Upon renewal, Enboarder reserves the right to increase the subscription fees outlined in the current Order Form by seven percent (7%) for the same subscription and pricing structure. Discounts or promotional offers applied previously may not apply at renewal.

b. Enboarder Termination Rights. Enboarder may terminate this Agreement with immediate effect upon written notice if: (i) Customer fails to comply with the Acceptable Use Policy; (ii) Customer commits a material breach that is not capable of remedy; or (iii) Customer fails to remedy any other breach within 14 days of receiving notice. Enboarder will have no liability upon such termination, and Customer is not entitled to any refund of Subscription Fees previously paid.

c. Customer Termination Rights. Customer may terminate this Agreement with immediate effect upon written notice if Enboarder commits a material breach that is not capable of remedy, or fails to remedy any other breach within 30 days of receiving notice. If terminated under this Section 15(c), Enboarder will refund a prorated portion of any prepaid Subscription Fees for the period following the effective date of termination.

d. Termination for Insolvency. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) 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; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) 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.

e. Effect of Termination. Upon termination of this Agreement:

i. all Order Forms and licenses terminate immediately and Customer must cease all use of the Software;

ii. each Party must destroy or return the other Party's Confidential Information in its possession or control, and certify such destruction or return in writing upon request

iii. Customer is responsible for any pre-approved, non-cancelable third-party costs committed to by Enboarder on Customer's behalf prior to termination; and; and

iv. except as provided in Section 15(c), all of Customer's payment obligations under each Order Form become immediately due and payable.

f. Survival. Sections 1, 2, 5, 6, 9, 10, 12 - 16 will survive termination of this Agreement.

a. Compliance with Laws. Each Party must comply with all applicable laws in the performance of this Agreement. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Online Services outside the US. Customer represents and warrants that Customer is not located in, or a resident or national of, a restricted country or on any of the relevant U.S. Government lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List.

b. Subcontract; Assignment. Enboarder may subcontract some or all of the Online Services to an Affiliate. Neither Party may assign, delegate or transfer any of its rights or delegate any of its obligations hereunder to another individual or entity, in whole or in part without the prior written consent of the other Party. Any attempt to assign this Agreement other than as permitted herein will be null and void. Notwithstanding the foregoing, either Party may assign, subcontract, or delegate any of its rights or obligations under this Agreement, in whole or in part, without the other Party’s consent, (i) to an Affiliate or (ii) in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all of its assets, or any other change of control transaction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.

c. Entire Agreement. This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter. In the event of a conflict between the terms in an Order Form and these Terms, the terms in the Order Form will control with respect to the Online Services provided under such Order Form solely with respect to the conflicting provision(s). These Terms govern over any linked governing terms of service in an Order Form.

d. Severability. This Agreement is declared to be severable. If a court of competent jurisdiction holds any part of this Agreement void, invalid, or unenforceable, it is severed and will be deemed to be omitted to the extent that it is void, invalid, or unenforceable, and the remainder of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

e. Waiver. A waiver by either party in respect to a breach of a term of this Agreement by the other party will not be taken to be a waiver in respect of any other breach. The failure to enforce any term of this Agreement will not be interpreted as a waiver of that term.

f. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 13 (Confidentiality) or, in the case of Customer, Section 2 (Access and Use), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek 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.

g. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each Party consents to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

h. Conflicting Terms. Enboarder’s clicking any buttons or any similar action, such as clicking “I Agree” or “Confirm,” to utilize Customer’s software or webpage for the receipt of orders or submission of invoices, is NOT an agreement to Customer’s terms and conditions. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF ENBOARDER HAS THE AUTHORITY TO BIND ENBOARDER BY THE ACT OF CLICKING ANY BUTTON OR SIMILAR ACTION ON CUSTOMER’S WEBSITE OR PORTAL. Enboarder’s acceptance of Customer’s purchase order or other invoicing documentation does not constitute Enboarder’s acceptance any terms and conditions presented by Customer.

The Online Services include a feature allowing Customer to enable Authorized Users to receive notifications via email, phone calls, and SMS messages ("Software Alerts"). By enabling Software Alerts, Customer expressly consents on behalf of itself and its Authorized Users to being contacted by Enboarder and its representatives via automated dialing technology at any telephone number or address provided in connection with the Online Services, for any purpose arising out of or relating to the Online Services. Message and data rates may apply. Customer must promptly notify Enboarder whenever it stops using a particular telephone number or remove such number from the Software. Enboarder may record customer service calls as permitted by applicable law, including for quality monitoring purposes. Customer may opt out of call recording at any time.

These Third-Party Tools Pass-Through Terms apply to certain technologies or features licensed from third-parties that are provided with, or utilized by, the Software, as established in the Terms.

Customer’s use of the Third Party Tools is subject to the following pass-through terms: