Flatfile Services Agreement

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY ACCESSING OR USING THE SERVICES, CUSTOMER HEREBY AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS

• 1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the ownership of more than 50% of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority.
• 1.2 “Agreement” means this Flatfile Services Agreement, together with all Order Forms, Order Addenda, statements of work, schedules, exhibits, Data Processing Addendum (if applicable), and any other documents expressly incorporated by reference, each as may be amended from time to time by the parties in writing.
• 1.3 “AI Customer Input” means any prompt, data set, instruction or other content submitted to, or otherwise processed by, an AI Feature by or on behalf of Customer or its Authorized Users.
• 1.4 “AI Customer Output” means any content or result generated by an AI Feature in response to AI Customer Input.
• 1.5 “AI Feature(s)” means any optional or embedded functionality of the Services that uses machine-learning models, large-language models or other artificial-intelligence techniques to generate, transform or classify data.
• 1.6 “Anonymized Data” means data and information related to or derived from Customer’s use of the Services that has been de-identified and/or aggregated in a manner that does not identify Customer or any individual and cannot reasonably be used to re-identify Customer or any individual, whether alone or in combination with other data. Anonymized Data may include usage patterns, configuration data, system and technical logs, performance metrics, and other analytical data generated through the operation of the Services.
• 1.7 “Authorized User” means an individual employee, contractor, or agent of Customer or a Permitted Third Party who is authorized by Customer to access and use the Services under Customer’s account.
• 1.8 “Client-Side Software” means any software components provided or delivered by Flatfile to Customer or Authorized Users, including browser-side code, to their computer systems or devices to facilitate use of the Services.
• 1.9 “Confidential Information” has the meaning set forth in Section 6.1.
• 1.10 “Customer” means the individual or legal entity that accepts this Agreement by executing an Order Form that references this Agreement or accessing or using the Services. If an individual is accepting this Agreement on behalf of a legal entity, “Customer” refers to that entity, and such individual represents and warrants that they are authorized to bind the entity to this Agreement.
• 1.11 “Customer Data” means any data, files, metadata, content or other information submitted by or on behalf of Customer or its Authorized Users to the Services.
• 1.12 “Customer-Hosted Deployment” means deployment of the Platform as described in Section 2.2(c). For the avoidance of doubt, Flatfile will have access only to the extent necessary to deploy, update, and support the Services, and Customer will maintain such access for the Subscription Term.
• 1.13 “Data Processing Addendum” or “DPA” means the data processing terms applicable to Flatfile’s processing of Personal Data on behalf of Customer, which are incorporated into this Agreement by reference and made available at https://flatfile.com/data-processing-agreement/ or such other URL as Flatfile may designate from time to time. The DPA forms part of this Agreement when and to the extent required by applicable data protection law. By accepting this Agreement, Customer also accepts the DPA as a binding part of the Agreement. If a separate DPA is included with, or expressly referenced in, an Order Form executed by the Parties, that DPA will govern and supersede the online version in the event of any conflict.
• 1.14 “Deployment Model” means either (a) Flatfile-Hosted Public Cloud Deployment, (b) Flatfile-Hosted Private Cloud Deployment, or (c) Customer-Hosted Deployment, in each case, as specified in the applicable Order Form.
• 1.15 “Documentation” means Flatfile’s user manuals, help files and other written or electronic materials describing the use and operation of the Services.
• 1.16 “Downtime” has the meaning set forth in Section 2.9.
• 1.17 “Downtime Credit” has the meaning set forth in Section 2.9.
• 1.18 “Effective Date” means the date Customer first accepts this Agreement by executing an Order Form or otherwise accessing or using the Services, whichever is earlier.
• 1.19 “Excluded Event” has the meaning set forth in Section 2.9.
• 1.20 “Fees” means the fees for the Services specified in any Order Form.
• 1.21 “Flatfile” means Flatfile, Inc. or other Flatfile entity entering into the Order Form with Customer.
• 1.22 “Flatfile-Hosted Private Deployment” means deployment of the Platform as described in Section 2.2(b).
• 1.23 “Flatfile-Hosted Public Cloud Deployment” means deployment of the Platform as described in Section 2.2(a).
• 1.24 “Minimum Commitment” has the meaning set forth in Section 3.3.
• 1.25 “Order Addendum” means any addendum to an Order Form executed by both Parties that modifies or supplements the terms of the Order Form.
• 1.26 “Order Form” means any ordering document executed by Customer and Flatfile referencing this Flatfile Services Agreement and specifying the Services, pricing, Subscription Term, Deployment Model and other commercial terms.
• 1.27 “Party” means either Flatfile or Customer individually; and “Parties” means Flatfile and Customer collectively.
• 1.28 “Permitted Third Party” means an entity under contract with Customer who needs to access the Service to perform its obligations to Customer and who is not a competitor of Flatfile.
• 1.29 “Personal Data” has the meaning set forth in the DPA. Notwithstanding the foregoing, to the extent permitted by applicable law, in no event shall Personal Data include information that is (a) anonymized, de-identified, or aggregated such that it does not identify and cannot reasonably be used to identify an individual; (b) publicly available information from government records; or (c) information independently derived by Flatfile without use of or reference to Customer Data.
• 1.30 “Platform” means Flatfile’s data transfer platform and any associated developer toolkits and application programming interfaces.
• 1.31 “Professional Services” means any implementation, onboarding assistance, configuration, consulting, training, custom development, design or other professional services provided by Flatfile as specified and described in Section 2.11 of this Flatfile Services Agreement.
• 1.32 “Renewal Term” has the meaning set forth in the definition of Subscription Term.
• 1.33 “Scheduled Maintenance” has the meaning set forth in Section 2.9.
• 1.34 “Services” means Flatfile’s provision of the Platform (including any AI Features), Documentation Client-Side Software or related support, the Support Services, any Professional Services, in each case, provided by Flatfile as described herein and in an Order Form, including, for the avoidance of doubt, solely in connection with the specific Deployment Model selected by Customer.
• 1.35 “SOW” has the meaning set forth in Section 2.11.
• 1.36 “Subscription Term” means the period beginning on the Effective Date and continuing for the initial subscription period specified in the applicable Order Form, including any renewal terms as set forth therein (each, a “Renewal Term”), unless earlier terminated in accordance with this Agreement.
• 1.37 “Service Level Agreement” or “SLA” means Flatfile’s service level objectives, availability targets, and related support commitments for the Services as described in Section 2.9 of this Agreement, and which may be amended by Flatfile from time to time in its discretion; provided, however, that no such amendment will materially reduce the applicable service levels during the then-current Subscription Term. If an Order Form executed by the Parties, expressly references other Flatfile service level objectives, availability targets, and related support commitments for the Services, the terms “Service Level Agreement” or “SLA” shall refer to those commitments and that SLA will govern and supersede the terms agreed in this Flatfile Service Agreement.
• 1.38 “Service Level Commitment” has the meaning set forth in Section 2.9.
• 1.39 “Support Hours” has the meaning set forth in Section 2.10.
• 1.40 “Support Services” means the support and maintenance services provided by Flatfile in connection with the Services, as described in Section 2.10, which may be updated by Flatfile from time to time in its discretion, provided that no such update materially reduces the level of support during the then-current Subscription Term. If separate support and maintenance services are included with, or expressly referenced in, an Order Form executed by the Parties, those support and maintenance services will govern and supersede the online version of such terms set forth in this Flatfile Services Agreement in the event of any conflict.
• 1.41 “Third-Party AI Provider” means a provider of Third-Party AI Services.
• 1.42 “Third-Party AI Services” means artificial intelligence services or models that are made available through or integrated with the Services but operated or owned by third parties and that Flatfile may integrate, embed or otherwise make available as part of an AI Feature.
• 1.43 “Third-Party Product” has the meaning set forth in Section 10.1.
• 1.44 “Usage Unit” means a metered time interval, project-based unit or other usage metric as specified in the Order Form.

2. PROVISION, ACCESS, USE OF THE SERVICES, and SLA

• 2.1 Customer’s Access and Use Rights. Subject to the terms and conditions of this Agreement and Customer’s continued compliance herewith, including its payment obligations, Flatfile hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted herein) right to access and use the Services during the Subscription Term for its internal business operations solely in accordance with this Agreement and applicable Order Forms. All rights not expressly granted to Customer herein are reserved by Flatfile and its licensors.
• 2.2 Deployment Model. Customer may subscribe to the Services under one of the following three Deployment Models, as selected in the applicable Order Form, which shall govern the hosting responsibilities and related obligations for the Services:
  1. Flatfile-Hosted Public Cloud Deployment: Flatfile will provision, control, manage, and maintain the hosting environment in a third-party public cloud infrastructure and be responsible for infrastructure, uptime, and associated security obligations.
  2. Flatfile-Hosted Private Cloud Deployment: Flatfile will provision, control, manage, and maintain the hosting environment in a dedicated and physically isolated infrastructure separated from any public cloud, and be responsible for infrastructure, uptime, and associated security obligations.
  3. Customer-Hosted Deployment: Customer will provision, control and maintain the hosting environment and be responsible for all infrastructure-level configurations, security, and compliance. Flatfile will have access only to the extent necessary to deploy, update, and support the Services, and Customer will maintain such access for the Subscription Term.
• In either case, Customer is solely responsible for establishing and maintaining its internet connectivity, procuring and maintaining any required hardware, software, or network components, and ensuring that such infrastructure is sufficient to access and use the Services. These components are outside the scope of this Agreement.
• 2.3 Enhancements; Modifications. Regardless of the Deployment Model, Flatfile shall retain sole control over the operation, provision and maintenance of the Services, including the any maintenance, upgrades, corrections or repairs to the Service or Flatfile’s underlying Platform. Flatfile reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to improve the quality, performance, cost efficiency or market competitiveness thereof or otherwise to comply with applicable law.
• 2.4 Order Forms and Addenda. The Parties may enter into one or more Order Forms and associated Addenda. Each Order Form shall reference this Agreement and specify the applicable Deployment Model, pricing structure, features, and term. In the event of a conflict, the terms of the applicable Order Addendum shall control, followed by the Order Form, and then this Agreement.
• 2.5 Use of the Service and Documentation. Customer may use the Service and Documentation solely in connection with their internal business operations, subject to the limitations set forth in the Order Form and this Agreement. Customer may reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Service.
• 2.6 Use Restrictions. Customer will not, and will not permit or authorize its Authorized Users or any third parties to:
  1. rent, lease, sell, sublicense, assign, distribute, or otherwise permit third parties to use the Service or Documentation except as explicitly set forth in this Agreement;
  2. use the Service, including by way of use of the AI Features or any AI Customer Output, in any way that violates applicable law;
  3. circumvent, disable, or interfere with any security or other technological features or measures of the Service;
  4. upload or provide for processing any information or material that is illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party;
  5. use the Service to harm, threaten, or harass another person or organization;
  6. send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system;
  7. reverse engineer, decompile, disassemble, or create derivative works of any aspect of the Service including the Platform, the Documentation or any Client-Side Software, except as expressly permitted by law, or otherwise use AI Features or AI Customer Output to develop, train or improve a competing artificial intelligence model or attempt to reverse-engineer or extract any underlying model parameters or source code;
  8. access the Service or AI Features to build a competitive product or service;
  9. allow use of the Service by any third party except as expressly permitted herein;
  10. circumvent or interfere with safety or filtering tools; or
  11. attempt to manipulate or craft prompts inputted into AI Features in such a way that exploit, circumvent, or trick the AI Features into generating outputs that it’s designed to avoid or prohibit, including but not limited to, prompts with the intention to: (i) bypass content restrictions or filters, including but not limited to generating prohibited, harmful, or explicit content; (ii) illicitly extract data, especially personal or sensitive information; (iii) infringe upon or circumvent copyright protections; (iv) produce false, misleading, or deceptive content; or (v) disproportionately consume system resources leading to potential harm or denial of service to the Platform or its users.
• 2.7 Authorized Users and User Controls. Use of the Service is restricted to Authorized Users, up to the number specified in the Order Form. An Authorized User account must not be shared among users. Customer is responsible for maintaining the confidentiality of its login, password, and account and for all activities that occur under its account, including the activities of Authorized Users. Customer is solely responsible for provisioning, managing, and revoking access for Authorized Users and for monitoring and verifying each Authorized User granted access to the Services. Customer remains fully liable for all acts and omissions of its Authorized Users and any breach of the Agreement by an Authorized User.
• 2.8 Protection against Unauthorized Use. Customer will use reasonable efforts to prevent any unauthorized use of the Service or Documentation and will immediately notify Flatfile in writing of any unauthorized use that comes to its attention. Flatfile may, at its expense and no more than once every twelve (12) months with reasonable notice, appoint its own personnel or an independent third party to verify that Customer’s use of the Service complies with the terms of this Agreement. Customer is solely responsible for all access to and use of the Services through its accounts, whether by Authorized Users or any other party, and for all activities conducted under its account credentials.
• 2.9 Service Level Agreement. Flatfile will use commercially reasonable efforts to provide the Services in accordance with the Service Level Commitment described herein. The Services shall be available 99.8% (the “Service Level Commitment”), measured monthly. Any period during which (a) Customer expressly requests or consents to maintenance, or (b) Flatfile performs scheduled maintenance announced to Customer at least forty-eight (48) hours in advance (collectively, “Scheduled Maintenance”), shall be excluded from the Service Level Commitment calculation. Periods of unavailability caused by (i) failures of third-party networks, utilities, equipment or other technology and services, (ii) Customer’s custom configuration of the Services, or any unauthorized or improper use of the Services, or (iii) any event of force majeure or other circumstances outside Flatfile’s control, iincluding internet or hosting infrastructure outages (collectively, “Excluded Events”), shall be also excluded from the Service Level Commitment and any related uptime or Downtime calculation. “Downtime” shall begin to accrue when Customer first becomes aware that the Services are unavailable in material respect and notifies Flatfile in accordance with this Section, and continues until the availability of the Services is restored. In order to receive service credit (“Downtime Credit”), Customer must notify Flatfile in writing within five (5) business days from the time of Downtime, and failure to provide such notice waives all right to receive the applicable Downtime Credit. Subject to the limitations set forth herein, Customer’s sole and exclusive remedy for any failure of the Services to meet the Service Level Commitment, and Flatfile’s entire liability for the same, shall be a Downtime Credit equal to ten percent (10%) of the monthly Fees for the Services for every continuous thirty (30) minute increment of Downtime in excess of the initial sixty (60) minutes of Downtime in any calendar month. Downtime Credits (a) are non-refundable, non-transferable, and may not be exchanged for cash, and (b) shall not exceed, in the aggregate, an amount equal to seven (7) days of Fees for the Services for the calendar month in which the Downtime occurred. Flatfile will only apply a Downtime Credit to the month in which the Downtime occurred. Any suspension or blocking of the Services by Flatfile pursuant to the Agreement or Flatfile’s published policies shall not be deemed Downtime or otherwise constitute a failure to satisfy the Service Level Commitment.
• 2.10 Support Services. Flatfile will provide standard technical support to Customer on weekdays during the hours of 8:00 am through 8:00 pm Eastern Time, with the exclusion of United States Federal Holidays (“Support Hours”). All issues are to be resolved, using commercially reasonable efforts, with a response and resolution aligned to the business expectations of Customer during Support Hours. Customer may initiate a request ticket at any time using support@flatfile.com or a chat form hosted on flatfile.com/docs and within the Platform. Any Support Services obligations do not apply to any unavailability or performance issues due to Scheduled Maintenance or any Excluded Events.
• 2.11 Professional Services. Flatfile will provide standard implementation support as part of the Fees set forth in this Agreement. Any additional Professional Services beyond standard implementation support, including, but not limited to, premium support, custom development, testing, training, design, or other expert services, will be provided only as mutually agreed upon by the parties and as described in an Order Form or a separate Statement of Work (“SOW”). The scope, deliverables, timeline, and fees for such Professional Services will be set forth in the Order Form or SOW executed by both Parties. Unless otherwise specified in the applicable Order Form or SOW, all Professional Services will be provided on a time and materials or fixed-fee basis, as indicated in the Order Form or SOW. Customer acknowledges that any Professional Services provided are separate from the standard Support Service and hosting services and are subject to the terms and conditions of this Agreement and the applicable Order Form or SOW.
• 2.12 AI Features and Use Provisions. The following terms govern the use of AI Features made available by Flatfile:
  1. AI Features. Certain components of the Services may include or rely on AI Features, some of which may be provided by Third-Party AI Providers. Flatfile is not obligated to maintain any specific AI Feature for any minimum period, and Flatfile may replace, enhance, suspend or discontinue any AI Feature at its discretion, provided, however, that no such action shall materially diminish the core functionality of the Platform during any then-current Subscription Term. A list of active Third-Party AI Providers can be found at Third-Party AI Providers.
  2. Customer’s Responsibility. Customer agrees that it is responsible for the information, including all Customer Data, that it uses or inputs as AI Customer Input. Flatfile will not transmit, disclose, or otherwise make available any non-anonymized and de-aggregated AI Customer Input, AI Customer Output, or other Customer Data to any Third-Party AI Provider to train, fine-tune, or otherwise improve any AI Feature. Flatfile does not permit any Third-Party AI Provider to use AI Customer Input or AI Customer Output to train or otherwise improve any model, except where Customer has separately contracted with such provider and directed Flatfile in writing to route data to the provider under Customer’s own account. Flatfile disclaims liability for any processing conducted by such Third-Party AI Provider.
  3. AI Features Limitations. AI Features, and corresponding AI Customer Outputs, are fundamentally based on pattern matching and statistical inferences from the underlying model’s training phase, and as such there are some inherent limitations to be aware of: (i) the quality of the responses that AI Features generate will be dependent upon the availability and relevancy of reference Documentation; (ii) AI Features may still make errors, misinterpret, or oversimplify complex information from the reference materials; (iii) highly specialized knowledge from the reference materials may not always be correctly understood or applied; (iv) while an AI Feature may make relevant inferences based on AI Customer Input, it may still occasionally generate incorrect or unrelated outputs; and (v) in cases of ambiguity in the AI Customer Input, an AI Feature cannot ask clarifying questions and may make assumptions to generate AI Customer Outputs. Customer is solely responsible for evaluating AI Customer Output before use as they may be false, incomplete, misleading or not reflective of recent events or information, and for ensuring it meets applicable standards and legal requirements.
  4. Aggregated Data Use. Flatfile may use aggregated, anonymized system metadata (excluding Customer Data content) to improve its Services and use and implementation of Third-Party AI Services. To the extent agreed in an Order Form, Customer may grant Flatfile the right to use Customer Data provided by Customer via an AI Feature on an aggregated and anonymized basis and solely to train, fine-tune, or otherwise improve any internal AI Feature operated or owned by Flatile in order to enhance the Services provided to Customer.
  5. Customer’s Responsibility for Personal Data. To the extent that Customer submits Personal Data as AI Customer Input, (i) Customer hereby represents and warrants that it has obtained all necessary rights and consents, and (ii) Customer acknowledges and agrees that it remains solely responsible for verifying the accuracy and suitability of all AI Customer Output for Customer’s intended use. AI Features may analyze, read or transform Personal Data, but do not make automated decisions that produce legal or similarly significant effects or decisions as defined under applicable law. Flatfile will not utilize or transmit any AI Customer Input outside of the Flatfile environment, unless otherwise agreed in writing by Customer.
  6. Third-Party AI Provider Use. Flatfile may utilize any Third-Party AI Provider it deems appropriate. Customer acknowledges that Flatfile has no obligation to identify each Third-Party AI Provider by name in the Agreement and that providers may change from time to time. Flatfile does not monitor, control, or assume responsibility for Customer’s use of AI Customer Output or Customer’s implementation of AI Feature-assisted results.
  7. Customer’s Responsibility for Personal Data. Customer acknowledges that it controls whether and how such features are used, and is solely responsible for determining the suitability of any AI Feature for its intended use case, ensuring appropriate inputs and oversight and complying with all applicable laws, including those related to data privacy, intellectual property and automated decision-making. Customer acknowledges that AI Features are optional and may be enabled, disabled or scoped by Customer t its election at any time through configuration settings and administrative controls made available in the Services. Customer remains responsible for preventing further use of the AI Features after an opt-out and acknowledges that Flatfile has no obligation to customize or separately host the Services to accommodate such election.
• 2.13 Suspension for Non-Payment. Flatfile may suspend Customer’s access to the Services if any undisputed amounts owed by Customer under this Agreement or any Order Form are more than fifteen (15) days past due. Prior to suspension, Flatfile will provide Customer with notice of non-payment and an opportunity to cure within that fifteen (15)-day period. Suspension will not relieve Customer of its payment obligations under this Agreement, and Flatfile will have no liability to Customer, its Authorized Users, or any third party for any suspension made in accordance with this Section.

3. FEES AND PAYMENT

• 3.1 Fees and Payment Terms. Customer will pay all Fees in accordance with the invoicing and billing terms set forth in each applicable Order Form. Unless otherwise specified in the applicable Order Form, (a) Fees for the initial Subscription Term will be invoiced upon execution of the Order Form and are due within thirty (30) days of the invoice date, and (b) Fees for any Renewal Term will be invoiced annually in advance at Flatfile’s then-current rates and are due no later than thirty (30) days prior to the start of the applicable Renewal Term. Fees for additional usage or Professional Services ordered mid-term will be invoiced upon order and are payable as specified in the invoice or Order Form. All amounts are payable in U.S. dollars and are non-refundable except as expressly provided in this Agreement. Customer shall pay all undisputed Fees within thirty (30) days of the applicable invoice date. Charges in an invoice will be deemed accepted unless Customer provides written notice of a good faith dispute within fifteen (15) days of the invoice date.
• 3.2 Usage-Based Pricing.
  1. Fees for the Services may be based on the number of Usage Units consumed, as described in the applicable Order Form. Usage Units may be metered time intervals, project-based units, or other metrics as specified in the Order Form. Customer is solely responsible for monitoring and managing its consumption of Usage Units and is responsible for all Fees incurred based on actual usage, regardless of whether usage exceeds any estimated or Minimum Commitment. Usage will be invoiced based on actual use and is not limited to or necessarily capped by the amount of pre-paid Usage Units reflected in the Order Form.
  2. If Customer’s consumption of Usage Units during any Subscription Term exceeds the amount pre-paid under the applicable Order Form, Customer shall be responsible for all overage Fees at a rate equal to 1.0 times the per-Usage Unit rate specified in the Order Form, unless another overage rate is agreed by the Parties in an Order Form. Overage charges shall be invoiced in arrears and payable in accordance with this Section 3.
  3. Any unused, pre-paid Usage Units remaining at the end of a Subscription Term shall automatically roll over and be credited toward the immediately succeeding Renewal Term, provided that (i) the Renewal Term takes effect without lapse, and (ii) the total Fees payable for such Renewal Term are at least equal to the total Fees paid for the expiring term. If the Renewal Term is entered into at a lower aggregate dollar value than the expiring term, any unused, pre-paid Usage Units will expire at the end of the expiring term, without refund or credit.
• 3.3 Minimum Commitment. Customer agrees to pay, at a minimum, the Fees corresponding to the committed Usage Units or subscription amount set forth in the applicable Order Form (the “Minimum Commitment”), regardless of actual usage during the applicable Subscription Term. The Minimum Commitment is non-cancellable and non-refundable once the Subscription Term begins. If Customer’s actual usage exceeds the Minimum Commitment, overage charges shall apply as set forth in Section 3.2. If actual usage falls below the Minimum Commitment, any unused, pre-paid Usage Units may roll over to the immediately succeeding Renewal Term solely in accordance with the rollover conditions described in Section 3.2. No refund or credit shall apply to unused Usage Units that do not qualify for rollover under Section 3.2.
• 3.4 Disputed Amounts. If Customer disputes any invoiced amount in good faith, Customer must notify Flatfile in writing within fifteen (15) days of the invoice date and provide a reasonably detailed description of the nature of the dispute. Customer may withhold only the portion of the invoiced amount actually in dispute; all undisputed amounts must be paid on time. The parties will cooperate in good faith to resolve any such dispute within thirty (30) days of Flatfile’s receipt of notice. If Flatfile determines in good faith that the dispute is not valid or the parties are unable to resolve the dispute within the thirty (30)-day resolution period, the disputed amount will become due and payable upon written notice from Flatfile. Flatfile reserves the right to charge interest on any past due amounts as set forth in this Agreement and to suspend or terminate the Services for continued non-payment in accordance with Section 2.10 (Suspension for Non-Payment).
• 3.5 Taxes. Fees exclude any applicable taxes. Customer is responsible for all taxes, withholdings, duties, and governmental assessments imposed on the Services, excluding those based on Flatfile’s net income. If Flatfile is required to pay or collect taxes for which Customer is responsible, Flatfile will invoice Customer for such taxes and Customer will pay such amounts.
• 3.6 Late Payment. Any amount not paid when due will accrue interest at 1.5% per month (or the maximum lawful rate, if lower), determined and compounded monthly from the date due until the date paid. Customer will reimburse any costs or expenses (including reasonable attorneys’ fees) incurred by Flatfile to collect any amount that is not paid when due.
• 3.7 No Set-Off. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason.
• 3.8 Audit Rights. To verify Customer’s compliance with this Agreement, including any usage restrictions or limitations set forth in any applicable Order Form or Documentation, Flatfile may, upon reasonable prior notice, exercise the following rights:
  1. Flatfile may request that Customer provide, and Customer will promptly deliver, accurate and complete records, system logs or other Documentation reasonably necessary to demonstrate compliance with the terms of this Agreement. This right may be exercised at any time during the Subscription Term and for one (1) year thereafter.
  2. No more than once per twelve (12)-month period, unless a prior audit reveals material non-compliance, Flatfile may conduct an audit of Customer’s use of the Services. Such audit may be conducted remotely or, if necessary, at Customer’s premises during normal business hours, with reasonable prior notice and in a manner that does not unreasonably disrupt Customer’s operations.
• If any review or audit reveals that Customer has exceeded the scope of its authorized use or otherwise materially breached this Agreement, Customer will promptly pay any additional fees due and reimburse Flatfile for the reasonable costs of the audit. Flatfile may also exercise its other rights and remedies under this Agreement, including suspension or termination of access, if Customer fails to cure the non-compliance within a reasonable period.

4. TERM AND TERMINATION

• 4.1 Term. This Agreement commences on the Effective Date and will remain in effect for so long as there is an active Order Form in effect between the parties, unless terminated earlier in accordance with this Agreement. If no Order Form has been in effect for a consecutive period of twelve (12) months, this Agreement will automatically expire without further notice.
• 4.2 Termination for Cause. Either Party may terminate this Agreement if the other Party does not cure its material breach of this Agreement within thirty (30) days of receiving written notice of the material breach from the non-breaching Party. If Customer fails to timely pay any Fees owed in accordance herewith, Flatfile may, without limitation to any of its other rights or remedies, suspend performance of the Services until all amounts due are received, or may terminate this Agreement.
• 4.3 Effect of Termination. Termination or expiration of any individual Order Form will not affect the validity of this Agreement or any other Order Form. Termination of this Agreement will result in the termination of all Order Forms then in effect, unless otherwise expressly agreed in writing by the Parties. Upon termination or expiration of this Agreement:
  1. all rights to access and use the Services will cease;
  2. Customer will immediately pay any accrued but unpaid Fees;
  3. Flatfile will delete or de-identify Customer Data in accordance with its data retention schedule and the DPA, unless otherwise required by law; and
  4. Customer will provide Flatfile with a written certification signed by an authorized representative certifying that all use of the Service and Documentation by Customer, its Authorized Users, and Permitted Third Parties has been discontinued and, to the extent applicable, any Client-Side Software has been de-installed from all systems.
• 4.4 Survival. Any and all liabilities accrued prior to the effective date of termination will survive. 1, Section 2.6, Section 2.7, Section 2.8, Section 3, Section 4.3, Section 4.4, Section 5, 6, 7, 8, 9, 10 and 11 will survive termination.

5. INTELLECTUAL PROPERTY

• 5.1 Reservation of Rights. Except as expressly set forth in this Agreement, neither Party will acquire any right, title or interest in or to the other Party’s intellectual property or proprietary rights, and no rights are granted by implication, estoppel, or otherwise. As between the Parties, and in accordance with Section 5.2 below, Customer retains all right, title and interest in and to Customer Data. Flatfile retains all right, title and interest in and to the Services and the underlying Platform, including all software, technology, tools, algorithms, models, Documentation, and related intellectual property, and all modifications, enhancements, improvements, derivative works, upgrades and new releases thereof, whether developed independently by Flatfile or in response to Customer’s input, feedback, or direction.
• 5.2 Customer Data Ownership. Customer retains all right, title and interest in and to Customer Data. Customer grants Flatfile a non-exclusive, worldwide right and license (with the right to sublicense) to process, use, copy, modify, host, store, and display Customer Data as necessary for Flatfile to perform its obligations and enforce this Agreement.
• 5.3 Anonymized Data. Further to Section 5.3, and for the avoidance of doubt, Customer hereby acknowledges and agrees that Flatfile may collect, aggregate, reproduce, run, create derivative works of, process, use, and analyze Anonymized Data, excluding Customer Data, for the purpose of analyzing, developing, and improving the Services and any other offerings of Flatfile, including for training, testing, and validation of algorithms for machine learning and artificial intelligence; provided, however that Flatfile shall have the right to use Customer Data for such purposes in accordance with Section 2.12(d) upon Customer’s consent, which may be provided in an Order Form or otherwise in writing. Flatfile shall own all right, title and interest in and to the Anonymized Data and may use such data for any purpose, including product development, analytics, benchmarking, machine learning model training and the creation of commercial offerings.
• 5.4 Feedback. Customer grants Flatfile a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, transferable right to use, modify, distribute, and incorporate into the Services any suggestion, enhancement request, or other feedback provided by Customer or any Authorized User related to the Services, without restriction.

6. CONFIDENTIALITY

• 6.1 Definition. “Confidential Information” of a Party means any non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”), in connection with this Agreement, including information about the Disclosing Party’s past, present or future customers, suppliers, technology, or business. Confidential Information does not include information that is: (a) publicly available when it is received by or becomes known to the Receiving Party or that subsequently becomes publicly available other than through a direct or indirect act or omission of the Receiving Party; (b) independently developed by the Receiving Party without any use of or reference to the Confidential Information of the Disclosing Party; or (c) received by the Receiving Party in good faith from a third party free of any confidentiality obligation of confidence of any kind. For the avoidance of doubt, Flatfile’s Confidential Information includes all non-public information relating to the Services, the Platform, the Documentation, the Client-Side Software, and any other software, Documentation, or technical or business information provided by or on behalf of Flatfile in connection with the Services or otherwise under this Agreement.
• 6.2 Obligations. The Receiving Party will protect the Disclosing Party’s Confidential Information with the same degree of care used to protect its own Confidential Information, but not less than reasonable care. Confidential Information may be disclosed to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. The Receiving Party will not use Confidential Information other than as necessary to exercise its rights or perform its obligations under this Agreement.
• 6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law, provided it gives the Disclosing Party prompt notice and cooperates in seeking a protective order or other remedy.
• 6.4 Return or Destruction. Upon written request of the Disclosing Party, or in any event upon any termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy all materials, in any medium, to the extent containing or reflecting any of the Disclosing Party’s Confidential Information, except for automatically generated backup copies maintained in the ordinary course of business, provided that such copies remain subject to the confidentiality obligations herein.
• 6.5 Survival. The obligations in this 6 survive for three (3) years following expiration or termination of this Agreement, except that Confidential Information that constitutes a trade secret will continue to be subject to the terms of this 6 for as long as such information remains a trade secret under applicable law.

7. DATA SECURITY AND DATA PROCESSING

• 7.1 Data Security. Flatfile implements and maintains physical, electronic, and managerial procedures intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of Customer Data. These measures include encryption of Customer Data during transmission and at rest, and compliance with industry standards such as SOC 2 and ISO 27001. Flatfile will notify Customer of any unauthorized access to, or use of, Customer Data that comes to its attention and will cooperate with Customer to investigate and remediate any such incident.
• 7.2 Data Processing Agreement (DPA). The DPA governs the processing of Personal Data under this Agreement and is incorporated by reference. The current version of the DPA is available at https://flatfile.com/data-processing-addendum/, and may be updated by Flatfile from time to time to reflect changes in applicable law or its data processing practices. If a separate DPA is included with, or expressly referenced in, an Order Form executed by the parties, that DPA will govern and supersede the online version in the event of any conflict. In the event of a conflict between the terms of this Agreement and the DPA as they relate to the processing of Personal Data, the DPA shall prevail.
• 7.3 Data Retention and Deletion. Within ninety (90) days after the effective date of termination or expiration of the Agreement, Flatfile will delete all Personal Data in its possession, except as required by law or as necessary for the establishment or exercise of legal claims, in accordance with the DPA. Flatfile may retain de-identified or aggregated data for purposes of improving its products and services, provided such data cannot be used to identify Customer or any individual.

8. INDEMNIFICATION

• 8.1 By Flatfile. Flatfile will, at its expense, defend Customer and their respective officers, directors, employees, and agents (the “Customer Indemnitees”) against any claim, action, suit or proceeding brought by an unaffiliated third party (each, a “Claim”) alleging that the Services, when used by Customer in strict accordance with this Agreement and the Documentation, infringe or misappropriate a third party’s intellectual property rights. Flatfile will indemnify and hold harmless the Customer Indemnitees from and pay: (a) all damages, judgments, settlements, liabilities, and costs (including reasonable attorneys’ fees) finally awarded in connection with a Claim under this Section 8.1; and (b) all amounts agreed by Flatfile to be paid to a third party in settlement of any such Claim. Flatfile shall not be responsible for any settlement it does not pre-approve in writing. Flatfile shall have no obligation to indemnify, defend or hold harmless Customer in connection with any Claim, to the extent the Claim arises out of or relates to: (i) use of the Services in combination with any data, software, hardware or services not provided or authorized in writing by Flatfile, if the Claim would not have arisen but for such combination; (ii) Customer Data, or any instructions, information, designs, or specifications provided by or on behalf of Customer; (iii) use of the Services in a manner not authorized by this Agreement or the Documentation; (iv) modification of the Services not made by Flatfile; or (v) use of a version of the Services other than the most current version made available to Customer, if the Claim would have been avoided by use of such current version. If the Services become, or in Flatfile’s opinion are likely to become, the subject of a Claim covered by this Section 8.1, Flatfile may, at its option and expense: (1) procure the right for Customer to continue using the Services; (2) replace or modify the Services to make them non-infringing without materially reducing functionality; or (3) if neither (1) nor (2) is commercially reasonable, terminate the affected portion of the Services and refund any prepaid, unused Fees for the remainder of the Subscription Term. This Section 8.1 sets forth Flatfile’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any actual or alleged infringement or misappropriation of intellectual property rights by the Services or otherwise licensed by Flatfile to Customer under this Agreement.
• 8.2 By Customer. Customer will, at its expense, defend Flatfile and its Affiliates, and their respective officers, directors, employees, and agents (the “Flatfile Indemnitees”), from and against any Claims (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s or any Authorized User’s breach of Sections 2.1 and 2.6, 6 and Section 11.12 of this Agreement; (b) Customer Data, including any allegation that the provision, use, or processing of Customer Data (i) violates any applicable law or regulation, including data protection or privacy laws, or (ii) violates, infringes or misappropriates any third party right, including any intellectual property right, proprietary right or privacy right of a third party; (c) Customer’s failure to properly manage access controls, including provision of access to unauthorized individuals or misuse of the Services by Customer or its Authorized Users; or (d) (1) Customer’s provision of AI Customer Input or use of AI Customer Output; (2) Customer’s use of the AI Features in violation of this Agreement or applicable law; or (3) any use of AI Customer Output by Customer in regulated or sensitive contexts, including but not limited to legal, medical, or financial advice. Customer will indemnify and hold harmless the Flatfile Indemnitees from and pay: (1) all damages, judgments, settlements, liabilities, and costs (including reasonable attorneys’ fees) finally awarded in connection with a Claim under this Section 8.2; and (2) all amounts agreed by Customer to be paid to a third party in settlement of any such Claim.
• 8.3 Indemnification Procedures. An indemnified Party seeking defense, indemnification or any other protection under this 8 must promptly notify the indemnifying party in writing of any Claim for which it seeks protection and grant the indemnifying Party sole control over the defense and settlement of the Claim, including the selection of legal counsel. The indemnified Party will provide reasonable cooperation and assistance in connection with the defense and settlement of the Claim. The indemnifying party may not settle any Claim without the indemnified Party’s prior written consent unless the settlement: (a) includes a full and unconditional release of the indemnified party from all liability; (b) does not include any admission of liability or fault by the indemnified Party; and (c) does not impose any non-monetary obligations or injunctive relief on the indemnified Party.

9. LIMITATION OF LIABILITY

• 9.1 Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND THE SERVICES, INCLUDING ANY AI FEATURES OR AI-GENERATED OUTPUT, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FLATFILE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WITHOUT LIMITING THE FOREGOING, FLATFILE MAKES NO WARRANTY AS TO THE ACCURACY, RELIABILITY, OR LEGALITY OF ANY AI CUSTOMER OUTPUT OR AI FEATURES. AI CUSTOMER OUTPUT IS PROVIDED “AS IS,” MAY BE INACCURATE, INCOMPLETE, OR NON-UNIQUE, AND MAY NOT BE PROTECTABLE UNDER INTELLECTUAL PROPERTY LAW.
• 9.2 Disclaimer of Indirect Damages. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF REPUTATION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, THE USE OF ANY AI FEATURES OR ANY AI CUSTOMER OUTPUT, INCLUDING ANY CLAIM THAT SUCH AI CUSTOMER OUTPUT IS INACCURATE, OFFENSIVE, INFRINGING, NON-UNIQUE, OR OTHERWISE DEFECTIVE, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
• 9.3 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S OBLIGATION TO PAY ANY FEES UNDER THIS AGREEMENT OR ANY ORDER FORM, OR LIMIT CUSTOMER’S LIABILITY FOR VIOLATION OF THE SERVICE USE RESTRICTIONS OR INFRINGEMENT OF FLATFILE’S INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATION SHALL NOT APPLY TO CUSTOMER’S OBLIGATION TO PAY FEES, CUSTOMER’S (OR ITS AUTHORIZED USERS) BREACH OF 2, CUSTOMER’S INFRINGEMENT OR MISAPPROPRIATION OF FLATFILE’S INTELLECTUAL PROPERTY RIGHTS OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER 8. FOR THE AVOIDANCE OF DOUBT, FLATFILE SHALL HAVE NO LIABILITY FOR ANY CLAIM ARISING FROM CUSTOMER’S FAILURE TO CONFIGURE OR MAINTAIN SECURITY SETTINGS IN A CUSTOMER-HOSTED DEPLOYMENT.
• 9.4 Independent Allocations of Risk. Each limitation of liability, exclusion of damages, and disclaimer of warranties set forth in this Agreement is intended to allocate the commercial and legal risks of this Agreement between the Parties. This allocation is reflected in the pricing and other terms agreed upon by the Parties and is an essential element of the basis of the bargain between the parties.

10. THIRD-PARTY PRODUCTS AND INTEGRATIONS

• 10.1 Third-Party Products. The Services may interoperate with or provide access to certain third-party products, services, or platforms, including certain Third-Party AI Providers (collectively, “Third-Party Product(s)”). Any Third-Party Product provided in connection with the Service is provided pursuant to the terms of the applicable third-party agreement. Flatfile assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Product, and Flatfile makes no representations or warranties with respect to, and does not control and is not responsible for, the performance, functionality, availability or terms of any Third-Party Product. Flatfile disclaims all liability, with respect to any Third-Party Product, including as it relates to any disruption, unavailability, incompatibility, data loss or security issue arising from or related the use of such Third-Party Products. Flatfile is not obligated to provide support for, or maintain compatibility with, any Third-Party Product and may cease enabling integrations with any such product at any time. Flatfile will not provide any refunds, credits, service level remedies or other compensation in connection with the failure of any Third-Party Product or integration to function as intended.
• 10.2 Third-Party Integrations. Customer may choose to configure or enable integration between Third-Party Products with the Services. Flatfile is not responsible for, and expressly disclaims all liability arising from, any data handling, security, processing, storage, transfer, availability or compliance of third-party systems. Customer is solely responsible for:
  1. the selection and enabling any Third-Party Product or integration,
  2. ensuring that it has all necessary rights, licenses and consents to allow such integration and Flatfile’s interaction with the Third-Party Product as part of the Service and
  3. use of any Third-Party Products or integrations and for ensuring that such use complies with applicable law (including data protection and privacy laws) and the terms of this Agreement.
• Flatfile does not control, monitor or assume any responsibility for the actions, omissions or data practices of any third-party Flatfile that Customer chooses to connect to or grant data access to.

11. GENERAL

• 11.1 Assignment. Customer may not assign this Agreement without Flatfile’s prior written consent.
• 11.2 Governing Law. This Agreement will be governed by and construed exclusively under the laws of the State of [Colorado], without reference to any applicable conflict of laws rules. Subject to the arbitration provisions set forth in Section 11.3 of this Agreement, any judicial proceeding permitted under this Agreement shall take place in the state or federal courts located in [Denver County, Colorado], and each Party irrevocably submits to the personal jurisdiction and venue of such courts for that limited purpose.
• 11.3 Arbitration. Each Party waives any right to a jury trial. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be resolved by binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (JAMS) in accordance with its Comprehensive Arbitration Rules. The arbitration will be conducted in [Denver, Colorado], in the English language, before a single arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, Flatfile may bring a claim in any court of competent jurisdiction for injunctive or equitable relief to protect its intellectual property or Confidential Information.
• 11.4 Notices. All notices required or permitted under this Agreement will be effective if in writing and sent by certified or registered mail, or overnight courier, return receipt requested, to the appropriate party at the address set forth in the Order Form.
• 11.5 Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) due to any cause or condition beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic (including government-imposed quarantine or travel restrictions), labor disputes or strikes, war, terrorism, civil unrest, embargoes, denial-of-service attacks or other malicious acts, power or Internet outages, failure of third-party systems or services or actions or omissions of governmental authorities (each, a “Force Majeure Event”). Flatfile will not be liable for any unavailability, delay, or degradation of the Services or failure to provide Support Services caused by a Force Majeure Event affecting Flatfile or its hosting or infrastructure providers. The affected Party will promptly provide notice of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than thirty (30) days, Flatfile may, at its option, suspend or terminate the affected Services or this Agreement without liability, upon written notice to Customer.
• 11.6 Entire Agreement. This Agreement, including all exhibits and Order Forms, constitutes the complete agreement between the parties and supersedes all prior agreements.
• 11.7 Amendment. Flatfile may update this Flatfile Services Agreement from time to time to reflect changes in its offerings, business practices, or applicable law. Flatfile will provide notice of material changes, and the updated terms will become effective upon the start of the next Renewal Term or as otherwise stated in the notice. Continued use of the Services after the effective date of the updated terms will constitute Customer’s acceptance of the changes.
• 11.8 Interpretation. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party. The Parties agree that the rule of contract interpretation that ambiguities are to be construed against the drafter will not apply to this Agreement. As used in this Agreement, the term “including” means “including without limitation” and will not be interpreted to limit the generality of the preceding words.
• 11.9 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions will remain in full force and effect.
• 11.10 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
• 11.11 Subcontractors. Flatfile may use subcontractors in the performance of its obligations under this Agreement, provided that Flatfile remains responsible for the acts and omissions of such subcontractors.
• 11.12 Export Control. Customer acknowledges that the Services, and any software or technology provided in connection therewith, may be subject to U.S. and other applicable export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Export Laws”). Customer represents and warrants that it, and its Authorized Users, are not: (a) located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions (including, as of the Effective Date, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions of Ukraine); (b) identified on any U.S. government restricted party list; or (c) otherwise the subject of any restrictions under Export Laws. Customer agrees not to access, use, export, re-export, transfer, or make available the Services or any related technical data in violation of Export Laws, and shall be solely responsible for compliance with all such laws and regulations. Flatfile shall have no liability for Customer’s or any Authorized User’s failure to comply with Export Laws. Flatfile may suspend or terminate access to the Services if it reasonably determines that continued performance would violate applicable Export Laws.
• 11.13 Publicity. Flatfile may identify Customer as a customer and use Customer’s name and logo in Flatfile’s marketing materials, website, and customer lists, provided that such use is in accordance with Customer’s trademark usage guidelines provided in writing to Flatfile. Customer may revoke this right at any time by providing written notice to Flatfile.
• 11.14 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
• 11.15 Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by an authorized representative of the waiving Party. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power, or remedy.
• 11.16 Counterparts; Electronic Signatures. Order Forms may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument. Electronic signatures and copies of signatures sent by electronic transmission are deemed to be original.