Terms of Use

These Terms of Use (the "Terms") are between you (“You” or “Customer”) and Totem Systems Inc. DBA Humanitru (“Humanitru”) and govern your access to and use of the Humanitru Services (the “Services”). Humanitru and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

Please read these Terms carefully before you start using the Services. By signing a quote or other ordering document (an “Order”) presented by Humanitru for the Humanitru Services, you accept and agree to be bound and abide by these Terms in addition to all terms set forth on any Order(s) effective between Customer and Humanitru.

1. Definitions.
   
   1. "Authorized User" means Customer's employees, or contractors acting on Customer’s behalf, (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder pursuant to an Order.
   2. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services or otherwise provided to Humanitru.
   3. “Derived Data” is defined in Section 6(b).
   4. “Effective Date” means the date on which you sign the Order for the Services, or if earlier, the date you begin using the Services.
   5. "Humanitru IP" means the Services, all software, documentation, related services, and other materials developed by or on behalf of Humanitru, and any and all items or deliverables provided to Customer or any Authorized User in connection with an Order, including all enhancements, modifications, and derivatives thereof, but excluding Customer Data.
   6. "Services" means all services provided by Humanitru to Customer and/or to an Authorized User pursuant to the Parties’ relationship under an Order, including but not limited to a license to use software platforms owned by Humanitru as provided herein.
   7. “Third-Party Products” means third-party software, applications, or other products, not owned by Humanitru and licensed by Customer from the third party that are integrated with, or are necessary for the use of, the Services.
   8. “Usage Data” is defined in Section 6(b).
2. Access and Use.
   
   1. Provision of Access. Subject to and conditioned on Customer's payment of Fees (as defined in Section 4 hereof) and compliance with these Terms, Humanitru hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use as further described in paragraph (b) below. Humanitru shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. Humanitru is not responsible for Customer’s access to, use of, or performance of any Third-Party Products, whether or not integrated with or used in conjunction with the Services.
      
      In the event of any claim, suit, action, or proceeding, or reasonable threat thereof by a third party that the Services infringes or misappropriates a third party's United States patent, copyright, or trade secret, ("Third-Party Claim"), Humanitru may, in its sole discretion (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue using the Services. If Humanitru determines that neither alternative is reasonably available, Humanitru may terminate the affected Order in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, and shall have no further obligation or liability to Customer therefor.
   2. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in these Terms. Customer shall not at any time, directly or indirectly, or permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any person or entity other than an Authorized User in accordance with the terms hereof; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, including but not limited to Humanitru, or that violates any applicable law.
   3. Reservation of Rights. Humanitru reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Humanitru IP.
   4. Suspension. Notwithstanding anything to the contrary in these Terms, Humanitru may temporarily or permanently suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Humanitru reasonably determines that (A) there is a threat or attack on any of the Humanitru IP; (B) Customer's or any Authorized User's use of the Humanitru IP disrupts or poses a security risk to the Humanitru IP or to any other customer or vendor of Humanitru; (C) Customer, or any Authorized User, is using the Humanitru IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Humanitru's provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (ii) any vendor of Humanitru has suspended or terminated Humanitru's access to or use of any Third-Party Products required to enable Customer to access the Services; or (iii) in accordance with Section 4 below (any such suspension described in subclause (i), (ii), or (iii) constitutes a “Service Suspension”). Humanitru shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension.  Humanitru shall  use  commercially reasonable efforts to resume providing access to the Services as soon as practicable after the event giving rise to the Service Suspension is resolved. Humanitru will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
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3. Customer Responsibilities. Customer is responsible and liable for all uses of the Services resulting from access thereto provided to Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of the provisions of these Terms that apply to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.
   
   Customer shall in a timely manner provide Humanitru with information relating to Customer’s accounting data, products data, data design, and all other information or data required by Humanitru to effectively implement the Services.
   
   Customer shall be responsible for complying with all laws applicable to the implementation of the Services, securing and paying for all required governmental licenses, permits, and inspections, and paying all taxes that may be implemented by the federal, state, or local government agency in Customer’s jurisdiction, except such filing and payments on Fees paid to Humanitru.
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4. Fees and Payment. Customer shall pay Humanitru the fees as set forth in the Order ("Fees") without offset or deduction.  Any Fees not paid when due shall accrue interest at the rate of 1.5% per month from the date due until paid.  In the event of Customer’s failure to pay Fees pursuant to these Terms and pursuant to any Order, Humanitru reserves the right to suspend the Services pursuant to Section 2(d).  Customer may not withhold payment of any Fees based on any dispute or claim against Humanitru.
   
   Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Order. Humanitru has the right to modify Fees in a renewal term of the Order by providing written notice to Customer 60 days prior to expiration of any then-current term. If Customer allows an Order for the Services to expire (including a subscription lapse due to nonpayment), and the Parties later agree to a subsequent Order for Services, such Order may be subject, in Humanitru’s sole discretion, to a reactivation fee. 
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5. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) 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 the receiving Party's advisors or attorneys, who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder, without prior written consent of the other Party.  Any third party to whom Confidential Information is disclosed shall be advised of the restrictions contained herein, and shall be obligated to protect any such Confidential Information disclosed as if a party hereto. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party (if legally permitted to do so) and allowed the disclosing Party a reasonable opportunity to obtain a protective order; or (ii) to establish or enforce a Party's rights under these Terms, including to make required court filings. On the expiration or termination of the Agreement, at the receiving Party’s option, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and upon disclosing Party’s request, certify in writing to the disclosing Party that such Confidential Information has been destroyed. Notwithstanding the foregoing, the receiving Party is not obligated to return, destroy, or delete archive copies of the Confidential Information made in connection with automatic backup procedures so long as such copies are destroyed upon the normal expiration of backup files. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and shall survive termination or expiration of these Terms.
6. Intellectual Property Ownership; Feedback.
   
   1. Humanitru IP. Customer acknowledges that, as between Customer and Humanitru, Humanitru owns all right, title, and interest, including all intellectual property rights, in and to the Humanitru IP, including all developments and future updates thereto and, with respect to Third-Party Products, the applicable third party owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
   2. Customer Data. Humanitru acknowledges that, as between Humanitru and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Humanitru a non-exclusive, royalty-free, worldwide license to reproduce, distribute, use, display, store, modify, and otherwise process the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Humanitru to provide the Services as described in these Terms, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, store, use and display and otherwise process Customer Data that constitutes Usage Data as provided herein. Humanitru collects certain technical and analytics data and information from Customer’s use of the Software (“Usage Data”) to analyze, support, maintain, improve, enhance, and modify Services delivery and Services performance. Usage Data includes input, output, user analytics and quantitative metrics, feedback, and other statistical information about Customer’s use of the Services. Humanitru uses Usage Data to (i) enhance service delivery; (ii) analyze feature adoption, usage patterns, and feedback, (iii) improve the Services, and (iv) diagnose, troubleshoot, and resolve technical issues affecting the
      Services. Humanitru may derive anonymous data and statistics from Usage Data or other Customer Data (“Derived Data”) and may compile, aggregate, use, and disclose such Derived Data for its own legitimate business purposes, provided that no Derived Data identifies (and cannot reasonably be used or reverse engineered to identify or attribute to) Customer or Authorized Users. Humanitru owns all right, title, and interest in the Derived Data and any Humanitru products or services that incorporate, use, or rely on the Derived Data.  Customer hereby expressly authorizes Humanitru to collect and use such Usage Data and Derived Data.
   3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Humanitru by mail, email, telephone, or otherwise, suggesting or recommending changes to the Humanitru IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), such Feedback constitutes Humanitru IP, and Humanitru is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
   4. Customer Name and Mark.  Customer hereby grants to Humanitru a non-exclusive, royalty-free, worldwide license to use and display Customer’s name and logo or other mark in public-facing materials produced or reproduced by or on behalf of Humanitru for marketing or other business purposes.
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7. Data Privacy.
   
   1. Recording Communications.  Customer hereby acknowledges and consents to Humanitru recording, monitoring, and storing communications between Customer and Humanitru, including but not limited to telephone calls, video conferences, electronic communications, and other audio or audiovisual interactions.  Customer further consents to the use of automated technologies, including artificial intelligence-based tools, for purposes of transcription, analysis, quality assurance, training, compliance, and recordkeeping.  Customer represents that it has obtained all necessary consents from its representatives, employees, agents, and any other participants to permit such recording and processing and agrees to indemnify Humanitru for any claims arising from a failure to do so.
   2. Personally Identifiable Information. To the extent Humanitru receives any information or data from Customer that could potentially be used to identify a particular person (“PII”), Customer represents and warrants that it has obtained all necessary consents and authorizations, and complied with all applicable legal and regulatory requirements, necessary to permit Humanitru to receive, use, and process the PII as described in these Terms. Humanitru shall take commercially reasonable steps to secure and protect such PII in its possession or control. In addition, if Humanitru receives a request from any individual whose PII has been transmitted to Humanitru to delete the PII of such individual, Humanitru shall remove any PII of such individual from any software or systems under its control within thirty (30) days of receipt of that request.
   3. Data Breach. In the event Humanitru becomes aware of any unlawful disclosure, theft, access, copying, loss, or misuse of any PII provided by Customer that is in Humanitru’s possession or control, Humanitru shall promptly notify Customer of such breach, and take all reasonable steps to cooperate with Customer in remedying such breach.
   4. Subcontractors and Independent Service Providers. Customer acknowledges and agrees that Humanitru may use third party service providers to verify the accuracy of the PII provided to Humanitru, and/or append other data to the PII, solely for legitimate business purposes. Such service providers may include but are not limited to those who provide address verification or deceased suppression services. Humanitru shall take reasonable steps to ensure that any contractor or service provider with access to PII provided by Customer has entered into an agreement which includes confidentiality restrictions for such PII.
8. Warranty Disclaimer.
   
   1. THE HUMANITRU IP IS PROVIDED "AS IS" AND HUMANITRU HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HUMANITRU SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HUMANITRU MAKES NO WARRANTY OF ANY KIND THAT THE HUMANITRU IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
9. Indemnification.
   
   1. Humanitru Indemnification.
      
      1. Humanitru shall defend Customer from any third-party claim, suit, action, or proceeding by a third party against Customer alleging that the unmodified Services, when used in accordance with this Agreement, infringes or misappropriates a third party's United States patent, copyright, or trade secret, ("Third-Party Claim"), and shall indemnify and hold harmless Customer from and against any direct damages incurred by Customer as a result of said Third-Party Claim ("Losses") finally awarded to such third party, provided that Customer promptly notifies Humanitru in writing of the Third-Party Claim, cooperates with Humanitru in its defense thereto, and allows Humanitru sole authority to control the defense and settlement of such Third-Party Claim.
      2. Humanitru shall have no obligation under this Section unless it is permitted to control the defense and/or settlement of the Third-Party Claim.  Humanitru may settle any such claim in its sole discretion, provided the settlement does not impose any admission of liability or obligation on Customer without Customer’s prior written consent.
      3. If such a claim is made or, in Humanitru’s reasonable opinion appears likely, Humanitru may, in its sole discretion and at its sole expense (A) modify or replace the Services, or any component thereof, to make it non-infringing, or (B) obtain the right for Customer to continue using the Services. If Humanitru determines that neither alternative is commercially reasonable, Humanitru may terminate the affected Order, in whole or in part, effective immediately on written notice to Customer, and refund any prepaid fees for the terminated portion of the Services covering the remainder of the then-current term.  Thereafter, Humanitru shall have no further obligation to Customer hereunder or for such Order(s) so terminated.
      4. This Section 9(a) shall not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, technology, products, or services not provided by Humanitru; (B) modifications to the Services not made by Humanitru; (C) Customer Data; (D) Third-Party Products; or (E) use of the Services in violation of this Agreement or applicable law.
      5. This Section 9(a) states Customer’s sole and exclusive remedy, and Humanitru’s entire liability, for any intellectual property infringement or misappropriation claim related to the Services.
         
   2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Humanitru's option, defend Humanitru from any Third-Party Claim arising out of or alleging that (i) the Customer Data, or any use of the Customer Data in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights; (ii) Customer failed to obtain the proper authorization to provide PII or other Customer Data to Humanitru; and/or (iii) Customer or any Authorized User (A) acted with negligence or willful misconduct; (B) used the Services in a manner not authorized by these Terms; (C) used the Services in combination with data, software, hardware, equipment or technology not provided by Humanitru or authorized by Humanitru in writing; or (D) made modifications to the Services not authorized by Humanitru. Customer may not settle any Third-Party Claim against Humanitru unless Humanitru consents to such settlement, and Humanitru will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice, at Customer’s expense.
10. Default
    
    1. Each of the following constitutes a “Default” by Customer hereunder: (a) Customer’s failure to pay any Fees when due; (b) Customer’s breach of Section 2(b) (Use Restrictions), Section 5 (Confidential Information), or any other material provision of these Terms; (c) Customer’s use of the Services in violation of applicable law; or (d) any material misrepresentation made by Customer in connection with these Terms or any Order.
    2. Upon the occurrence of a Default, and in addition to any other rights or remedies available at law or in equity, Humanitru may, in its sole discretion and without limiting any other remedy: (i) suspend Customer’s and any Authorized User’s access to the Services; (ii) terminate any applicable Order or these Terms in accordance with Section 12; (iii) accelerate and declare immediately due and payable all amounts owed by Customer under any Order; and/or (iv) pursue any other remedies available to Humanitru.
    3. Attorneys’ Fees and Costs. Customer agrees that if Humanitru is required to take any action to enforce these Terms or an Order, or to defend against any claim arising out of or relating to Customer’s breach of these Terms, Customer shall reimburse Humanitru for all reasonable attorneys’ fees, court costs, collection costs, and other expenses incurred by Humanitru in connection therewith, whether or not litigation is commenced and including any appeal or post-judgment enforcement proceedings.
    4. All rights and remedies of Humanitru under these Terms are cumulative and not exclusive, and the exercise of one right or remedy will not preclude the exercise of any other right or remedy.
    5. Customer acknowledges and agrees that Humanitru’s breach of Section 5 or Section 2(b), may cause irreparable harm to Humanitru for which monetary damages would not be an adequate remedy and in the event of such breach or threatened breach, the Humanitru will be entitled to seek equitable relief, including a restraining order, temporary or permanent injunctive relief, 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.

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11. Limitations of Liability. IN NO EVENT WILL HUMANITRU BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS 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 GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HUMANITRU WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL HUMANITRU'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO HUMANITRU UNDER ALL ORDERS IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
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12. Term and Termination.
    
    1. Term. The term of these Terms begins on the Effective Date and will continue in effect as long as an Order for the Services is in effect. The term of each Order will be stated in the Order. Unless otherwise stated therein, each Order will automatically renew for successive one-year terms unless (i) either Party provides written notice to the Other party of non-renewal at least 45 days prior to expiration of the then-current Term, or (ii) the Parties agree in writing to a longer renewal term.
       
       1. Renewal.  Renewal of any Order, whether automatic or upon agreement of the Parties, shall be subject to the current version of these Terms, as may have been modified by Humanitru, in effect as of the date of renewal.
       2. Termination. These Terms do not terminate or expire unless and until all Orders for Services have terminated or expired. In addition to any other express termination right set forth in these Terms, Humanitru may terminate an Order (or in its sole discretion, suspend access to the Humanitru IP), effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Humanitru’s delivery of written notice thereof to Customer; or (B) breaches any of its obligations under Section 2(b) or Section 5;
       3. either Party may terminate an Order and these Terms, except such provisions hereof which survive termination, effective on written notice to the other Party, if the other Party materially breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
       4. either Party may terminate these and Order and these Terms, except such provisions hereof which survive termination, 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.
    2. Effect of Expiration or Termination. Upon expiration, non-renewal, or earlier termination of an Order, Customer shall immediately discontinue use of the Humanitru IP and the Services, and without limiting Customer's obligations under Section 5, Customer shall delete, destroy, or return all copies of the Humanitru IP and certify in writing to the Humanitru that all Humanitru IP in Customer’s possession, custody, or control has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees outlined in an Order that may have become due before such expiration or termination, or entitle Customer to any refund.
    3. Survival. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12, along with all other provisions intended to survive the termination or expiration of an Order, shall so survive.
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13. Miscellaneous.
    
    1. Entire Agreement. These Terms, together with any other documents incorporated herein by reference and all Orders, constitute the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms, the Orders, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms, excluding its Exhibits; (ii) second, the Orders; and (iii) third, any other documents incorporated herein by reference.
       
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications related to these Terms or an Order (each, a "Notice") must be in writing and addressed to the Parties at the email and physical addresses set forth on the applicable Order (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices to a physical address must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, pandemic, epidemic, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. These Terms may be modified from time to time by Humanitru. Customer will be notified by email of the modifications, and the modifications will be effective for Orders placed (or renewed) after the date of modification. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the remaining Terms will continue in full force and effect to the extent reasonably necessary to effect the Parties’ intent.
    6. Governing Law; Submission to Jurisdiction. These Terms and Customer’s use of the Services are governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia. Any legal suit, action, or proceeding arising out of or related to these Terms or the use of the Services will be instituted exclusively in the courts of the Commonwealth of Virginia in each case located in the city of City of Richmond or the United States District Court for the Eastern District of Virginia, Richmond Division, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. For the avoidance of doubt, the Uniform Computer Information Transactions Act (UCITA) does not apply to the Services or any Order.
    7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Humanitru, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void ab initio. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
    8. Export Regulation. 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 Services or any Customer Data outside the US.

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