- My HR Confidant™, Inc.
SOFTWARE AS A SERVICE “SAAS” SUBSCRIPTION AGREEMENT
This Software-as-a-Service Subscription Agreement (“Agreement”) is entered into by and between My HR Confidant, a Delaware Corporation (“Provider”), and the customer identified in an applicable Order Form (“Customer”). This Agreement governs Customer’s access to and use of the Services described below.
1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below.
1.1 “Affiliate”
Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2 “Customer”
The individual, entity, or organization identified in the applicable order form that accesses or uses the Services.
1.3 “Authorized Users”
Individuals, organizations, and entities whom Customer authorizes to access and use the Services, subject to the usage limits defined in the applicable Order Form. Authorized Users may include Customer’s employees, contractors, and consultants acting on Customer’s behalf.
1.4 “Business Day”
Any day other than Saturday, Sunday, or a federal U.S. holiday.
1.5 “Customer Data”
Any data, content, documents, reports, information, or other materials submitted, uploaded, transmitted, or otherwise provided to the Services by Customer or its Authorized Users, including but not limited to incident reports, HR records, survey responses, messages, attachments, and stored documentation.
1.6 “Documentation”
User guides, technical specifications, onboarding materials, and other written or electronic materials provided by Provider about the Services.
1.7 “Order Form”
A written or electronic document executed by Customer that specifies the Services purchased, subscription term, usage limitations, fees, and any additional terms applicable to such purchase. Each Order Form is incorporated into this Agreement by reference.
1.8 “Services”
Provider’s hosted, cloud-based software platform for confidential workplace incident reporting, HR compliance support, workplace conduct documentation, organizational culture assessment, anonymous communication channels, secure documentation storage, and related features. The Services include access to the platform, hosting, maintenance, and standard support.
1.9 “Subscription Term”
The period during which Customer is authorized to access and use the Services, as defined in the applicable Order Form.
1.10 “Usage Data”
Aggregated or anonymized data generated through Customer’s use of the Services, including usage patterns, performance metrics, logs, and statistical information, provided that such data does not identify Customer or any individual.
1.11 “Work Product”
Reports, exports, summaries, templates, or other materials generated by the Services using Customer Data.
1.12 “Support Services”
Technical assistance, troubleshooting, and user support provided during the Subscription Term as described in Section 4.
1.13 “Security Incident”
Any unauthorized access to, or acquisition of, Customer Data stored within the Services that compromises the confidentiality, integrity, or availability of such data.
2. SCOPE AND STRUCTURE OF AGREEMENT
2.1 Agreement Structure
This Agreement sets forth the general terms applicable to Customer’s use of the Services. Specific subscriptions, modules, seat allocations, pricing, and optional services shall be defined in one or more Order Forms executed by the parties.
2.2 Order of Precedence
If there is any conflict among the terms of this Agreement, an Order Form, Documentation, or any SOW, the following order of precedence applies unless expressly stated otherwise in writing:
(a) the Order Form;
(b) any SOW;
(c) this Agreement;
(d) the Documentation.
2.3 Modifications to the Services
Provider may modify the Services from time to time to improve functionality, enhance security, update features, or maintain compliance with applicable laws, provided such modifications do not materially reduce the functionality purchased by Customer.
2.4 Future Features
Nothing in this Agreement obligates Provider to develop, release, or make available new features, enhancements, modules, or integrations.
3. ACCESS RIGHTS AND LICENSE GRANT
3.1 Access to the Services
Subject to Customer’s compliance with this Agreement and payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable right for Authorized Users to access and use the Services during the Subscription Term, solely for Customer’s internal business operations.
3.2 License to Use Documentation
Provider grants Customer a limited, non-exclusive license to use the Documentation for the purpose of accessing and using the Services.
3.3 Reservation of Rights
Unless expressly stated otherwise, Provider retains all rights, title, and interest in and to the Services, Documentation, and all related intellectual property.
3.4 Access Credentials
Customer is responsible for ensuring that Authorized Users keep account credentials confidential and do not share credentials with any unauthorized individuals.
3.5 Suspension of Access
Provider may temporarily suspend access to the Services if:
(a) Customer fails to pay any undisputed fees when due;
(b) Customer’s use poses a security risk to the Services;
(c) Customer violates Section 4 (Use Restrictions); or
(d) suspension is required to comply with applicable law.
Provider will use commercially reasonable efforts to notify Customer before any suspension and will restore access promptly once the cause is resolved.
4. USE RESTRICTIONS
4.1 Prohibited Conduct
Customer, and its Authorized Users shall not, and shall not permit any third party to directly or indirectly:
(a) copy, modify, or create derivative works of the Services;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code;
(c) access the Services for purposes of monitoring availability, performance, or functionality, or for any benchmarking or competitive purposes;
(d) use the Services to transmit unlawful, harassing, defamatory, or discriminatory content;
(e) interfere with or disrupt the integrity or performance of the Services;
(f) upload or transmit viruses, malware, or harmful code;
(g) circumvent or disable security features;
(h) use automated tools (bots, scrapers, crawlers) to extract data from the Services;
(i) permit access to the Services by anyone other than Authorized Users;
(j) sell, distribute, lease, or otherwise make the Services available to third parties.
4.2 No Resale or Sublicense
Customer may not sell, resell, rent, lease, sublicense, or otherwise make the Services available to third parties outside of Customer’s organization.
4.3 Customer Cooperation
Customer agrees to cooperate with Provider’s reasonable requests necessary for delivering the Services, including providing timely access to information, personnel, and systems as needed.
4.4 Usage Limits
Customer’s use of the Services is subject to the usage limits set forth in the applicable Order Form, including limits on seats, modules, and storage capacity. Exceeding usage limits may result in additional fees.
5. CUSTOMER OBLIGATIONS
5.1 Compliance With Laws
Customer is solely responsible for ensuring its access to and use of the Services complies with all applicable laws, including employment laws, anti-harassment and discrimination rules, workplace safety regulations, whistleblower protections, and data privacy regulations applicable to Customer’s industry.
5.2 Employment Decisions
Customer acknowledges that the Services, including dashboards, reports, summaries, and analytics derived from Customer Data, are provided solely for informational and documentation purposes and are not intended to serve as the sole basis for any employment action, including hiring, termination, promotion, discipline, or compensation.
5.3 Customer Data Accuracy
Customer is responsible for the accuracy, quality, and legality of Customer Data submitted to the Services and for obtaining all necessary rights and permissions to use such data.
5.4 Data Entry and Retention Practices
Customer is responsible for implementing internal policies governing what information is entered into the Services, who is authorized to submit information, and how long Customer Data is retained by Customer before or after being uploaded.
5.5 Security Responsibilities of Customer
Customer must maintain industry-standard administrative, physical, and technical safeguards to protect access to the Services, including:
(a) enforcing strong authentication practices;
(b) limiting system access to Authorized Users;
(c) promptly disabling accounts for departing employees;
(d) notifying Provider of any unauthorized use or suspected breach of credentials.
5.6 Cooperation in Investigations
To the extent permitted by applicable law, Customer agrees to cooperate with Provider in investigating any Security Incident involving Customer Data.
5.7 Restrictions on Customer Access to Anonymous Reporting Data
Customer acknowledges and agrees that the Services may include anonymous reporting tools for workplace incidents, and that, to preserve anonymity and comply with anti-retaliation obligations, Provider may restrict access to certain identifying details submitted through such tools.
5.8 Collection of Children’s Data
The Services are not directed to children under the age of 13 and are intended for use by Customers and Authorized Users only.
In certain use cases, personal information relating to children may be collected or submitted through a Customer’s or Authorized User’s use of the Services.
The Customer represents and warrants that it has obtained all notices, consents, and permissions required under applicable law, including any legally required verifiable parental consent, prior to the collection, use, or disclosure of personal information from children in connection with its use of the Services.
The Customer is responsible for ensuring that its use of the Services complies with all applicable laws governing children’s privacy, including the Children’s Online Privacy Protection Act (“COPPA”).
To the extent that personal information of children under the age of 13 is collected or submitted in connection with use of the Services, the Provider and the Customer may each be deemed an “operator” under COPPA depending on the nature, scope, and circumstances of the collection and use of such information, as determined under applicable law.
If the Provider becomes aware that personal data from a child under the age of 13 has been collected or submitted through the Services in violation of applicable law, the Provider will take commercially reasonable steps to address the issue, which may include deletion of such data, restriction of processing, or suspension of the applicable Customer’s access to the Services, as necessary to comply with applicable law.
6. PROVIDER OBLIGATIONS
6.1 Provision of Services
Provider will make the Services available to Customer during the Subscription Term in accordance with the terms of this Agreement and the applicable Order Form.
6.2 Service Level Commitment
Provider will use commercially reasonable efforts to ensure that the Services are available at least 99.5% of the time each calendar month, excluding:
(a) scheduled maintenance;
(b) emergency maintenance;
(c) downtime caused by Customer systems or third-party services;
(d) force majeure events.
6.3 Scheduled Maintenance
Provider may perform scheduled maintenance that may temporarily affect availability of the Services. Provider will use reasonable efforts to schedule such maintenance outside of normal business hours and to provide advance notice to Customer.
6.4 Emergency Maintenance
Provider may perform unscheduled emergency maintenance without prior notice if required to address security vulnerabilities or to maintain system integrity. Provider will notify Customer promptly following any such maintenance.
6.5 Support Services
Provider will provide Support Services during Provider’s standard business hours and will use commercially reasonable efforts to respond to support inquiries within a reasonable amount of time, depending on severity.
7. SECURITY OBLIGATIONS
7.1 Security Measures
Provider will maintain industry-standard administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, including:
(a) encryption of Customer Data in transit;
(b) role-based access controls;
(c) multi-factor authentication for administrative accounts;
(d) regular vulnerability assessment and patch management;
(e) logical data segregation preventing one customer from accessing another’s data.
7.2 Provider’s Employees & Access Controls
Provider will limit access to Customer Data to employees or contractors who require such access for operational purposes and who are bound by confidentiality obligations.
7.3 Data Segregation
Provider will maintain logical segregation of Customer Data to prevent the commingling or unauthorized cross-access of data between customers.
7.4 Backups and Continuity
Provider will maintain regular backups of Customer Data and implement commercially reasonable disaster recovery and business continuity measures designed to minimize service interruption.
8. SECURITY INCIDENT RESPONSE
8.1 Incident Notification
If Provider becomes aware of a Security Incident, Provider will notify Customer without unreasonable delay and no later than five (5) business days after confirming the occurrence of the incident.
Notification will include:
(a) a summary of the nature of the Security Incident;
(b) the types of Customer Data affected;
(c) the steps Provider has taken or will take to address the incident;
(d) recommended actions for Customer, if any.
8.2 Customer Cooperation
Customer agrees to cooperate with Provider as reasonably necessary to investigate, mitigate, and remediate any Security Incident.
8.3 No Admission of Liability
Notification of a Security Incident does not constitute an admission by Provider of fault or liability.
9. DATA HANDLING AND STORAGE
9.1 Data Processing Scope
Provider will process Customer Data solely to provide the Services and in accordance with Customer’s instructions as reasonably contemplated by this Agreement.
9.2 Data Location
Provider may store and process Customer Data in the United States.
9.3 Data Deletion Requests
Customer may request deletion of specific Customer Data during the Subscription Term. Provider will comply unless retention is required for legal, security, or operational reasons.
10. FEES AND PAYMENT TERMS
10.1 Fees
Customer will pay the fees specified in the applicable Order Form. All fees are non-refundable, except as expressly stated in this Agreement or the applicable Order Form.
Fees are charged in consideration of access to the Services and the reservation of Provider resources for the applicable subscription term.
10.2 Billing and Invoicing
Unless otherwise stated in the applicable Order Form, fees are billed annually in advance and automatically renew for successive renewal terms of equal length unless properly canceled in accordance with the Order Form.
Customer authorizes Provider to charge the payment method on file for all fees due under the applicable Order Form. Customer is responsible for maintaining current, complete, and accurate billing information
10.3 Late Payments
Any undisputed amounts not paid when due may accrue interest at 1.5% per month (or the maximum amount allowed by law), and Provider may suspend access to the Services until payment is received.
10.4 Taxes
Fees do not include any taxes, levies, or duties. Customer is responsible for all such amounts, excluding taxes based on Provider’s income.
10.5 Fee Adjustments on Renewal
Provider may adjust fees upon renewal by providing at least 30 days’ prior notice before the renewal date.
11. TERM, TERMINATION, AND SUSPENSION
11.1 Term
The term of this Agreement begins on the Effective Date and continues for the time period set forth in the applicable Order Form. Unless otherwise stated in the applicable Order Form, the term will automatically renew for successive periods of the same length, unless either party provides at least 30 day notice of non-renewal in accordance with this Agreement.
11.2 Termination for Cause
Either party may terminate this Agreement if the other party:
(a) materially breaches this Agreement and fails to cure the breach within 30 days of written notice; or
(b) becomes insolvent or enters bankruptcy.
11.3 Effect of Termination
Upon termination:
(a) Customer must immediately stop using the Services;
(b) all unpaid fees through the end of the Subscription Term become immediately due;
(c) Upon written request made within thirty (30) days after termination, Provider may, in its discretion, make available to Customer a copy of Customer Data in a commercially reasonable format. Any such data export shall be subject to applicable fees, scope limitations, and Provider’s then-current data retrieval procedures.
11.4 Suspension
Provider may suspend Customer’s access to the Services if:
(a) Customer fails to pay undisputed fees;
(b) Customer’s use of the Services poses a security risk;
(c) Customer breaches usage restrictions; or
(d) suspension is required by law.
Provider will restore access promptly once the cause is resolved.
12. CONFIDENTIALITY
12.1 Definition of Confidential Information
“Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential, including business plans, financial information, customer lists, source code, security processes, and Customer Data.
12.2 Obligations
Receiving Party will:
(a) use Confidential Information solely to perform its obligations under this Agreement;
(b) not disclose Confidential Information to any third party except as permitted here; and
(c) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
12.3 Permitted Disclosures
Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and auditors who need to know the information and who are bound by confidentiality obligations.
12.4 Exclusions
Confidential Information does not include information that:
(a) is or becomes public without breach;
(b) was known before receipt;
(c) is received from a third party without breach; or
(d) is independently developed without reference to the Confidential Information.
12.5 Compelled Disclosure
The Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives the Disclosing Party prompt notice so they may seek protective measures.
13. OWNERSHIP OF DATA, SOFTWARE, AND OUTPUTS
13.1 Customer Data
Customer retains all right, title, and interest in and to Customer Data. Provider obtains no rights except to process Customer Data as necessary to provide the Services.
Customer acknowledges and agrees that ownership of Customer Data does not confer any right of access to the Services, platform, or systems outside of an active and authorized account. Access to Customer Data is provided solely through the Services and only during the applicable term, subject to Customer’s compliance with this Agreement.
13.2 Provider Intellectual Property
13.2.1 Ownership.
Provider retains all right, title, and interest in and to the Services and all Provider Intellectual Property, including without limitation all software, platforms, systems, source code, object code, algorithms, models, methodologies, processes, workflows, tools, documentation, interfaces, designs, templates, forms, frameworks, know-how, trade secrets, work product, and other proprietary materials, whether existing as of the Effective Date or developed before, during, or after the Term, together with all modifications, enhancements, updates, improvements, translations, adaptations, and derivative works thereof.
13.2.2 No Transfer of Ownership.
Except for the limited, revocable right to access and use the Services during the applicable Term as expressly set forth in this Agreement, no ownership rights, intellectual property rights, or other proprietary interests in the Services or Provider Intellectual Property are transferred, assigned, licensed, or otherwise conveyed to Customer, whether by implication, estoppel, operation of law, or otherwise.
13.2.3 No Work Made for Hire; No Joint Authorship.
The Services, Provider Intellectual Property, and any deliverables, outputs, materials, or work product created, configured, or generated in connection with the Services are not “works made for hire,” and nothing in this Agreement creates or will be deemed to create any joint ownership, joint authorship, or joint development relationship between the parties unless explicitly written.
13.3 Customizations and Configurations.
To the extent the Services include configurations, customizations, adaptations, or professional services performed for Customer, Provider retains all right, title, and interest in and to all underlying Provider Intellectual Property embodied therein. Customer receives no rights in such materials except to the limited extent necessary to access and use the Services during the applicable Term in accordance with this Agreement.
13.4 Feedback.
Customer may provide suggestions, feedback, or recommendations regarding the Services (“Feedback”). Provider may use, incorporate, modify, and exploit such Feedback for any purpose without restriction or obligation, and without compensation to Customer. Feedback will not be deemed Confidential Information of Customer.
13.5 Reservation of Rights.
All rights not expressly granted to Customer under this Agreement are reserved by Provider.
13.6 Usage Data and Analytics
Provider may collect and use aggregated and de-identified data derived from Customer’s use of the Services for purposes of analytics, product enhancement, security monitoring, and industry benchmarking.
13.7 System Outputs
Any dashboards, analytics, trend analyses, risk models, or other outputs generated by the Services based on Customer Data are deemed part of the Services and owned by Provider, excluding Customer Data itself.
Customer receives a limited right to use outputs during the Subscription Term.
14. ACCEPTABLE USE AND RESTRICTIONS
14.1 Acceptable Use of the Services
Customer and its Authorized Users may use the Services solely for Customer’s internal business purposes and in accordance with this Agreement and all applicable laws.
14.2 Customer Responsibility for Authorized Users
Customer is responsible for its Authorized Users’ compliance with this Agreement and for maintaining the confidentiality of login credentials. Customer will promptly notify Provider of any unauthorized access or use.
14.3 Misuse Suspension
If Provider determines that Customer’s use poses a security risk, violates law, or breaches this Agreement, Provider may suspend access to the affected portions of the Services. Provider will use commercially reasonable efforts to limit suspension in scope and duration.
15. WARRANTIES AND DISCLAIMERS
15.1 Mutual Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
15.2 Provider Warranties
Provider warrants that:
(a) the Services will perform materially as described in the documentation; and
(b) Provider will not materially degrade the core functionality of the Services during a Subscription Term.
15.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, MEET CUSTOMER EXPECTATIONS, OR OPERATE WITHOUT INTERRUPTION.
Provider does not warrant that use of the Services will ensure compliance with any laws or regulations, nor does Provider provide legal, employment, or HR advice.
15.4 No Warranty Regarding Customer Decisions
Provider is not responsible for any employment actions, compliance decisions, personnel outcomes, or investigation results taken by Customer based on information obtained through the Services.
15.5 Third-Party Services and Integrations
The Services may contain links to or integrations with third-party tools. Provider does not control and is not responsible for such tools, and all use of third-party services is governed solely by the applicable third-party terms.
15.6 No Professional Advice
Information generated by or made available through the Services does not constitute legal, compliance, HR, or safety advice. Customer is solely responsible for seeking professional counsel when making decisions.
16. CUSTOMER OBLIGATIONS
16.1 Legal Compliance
Customer will use the Services in compliance with all applicable laws, including employment, labor, privacy, and workplace-safety regulations.
16.2 Cooperation
Customer will provide accurate information needed for Provider to deliver the Services and will not provide false, misleading, or incomplete data.
16.3 Hardware, Systems, and Internet
Customer is responsible for ensuring that its systems meet the technical requirements necessary to use the Services. Provider is not responsible for failures caused by Customer’s hardware, internet connection, or internal systems.
17. LIMITATION OF LIABILITY
17.1 Damages
To the fullest extent permitted by law, Provider’s total liability arising out of or related to this Agreement will not exceed the amounts paid by Customer to Provider under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.
17.2 Exclusion of Damages
To the fullest extent permitted by law, Provider will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, business interruption, or reputational harm, even if advised of the possibility of such damages.
17.3 Exceptions
The limitations in this Section do not apply to:
(a) Customer’s breach of Section 14 (Acceptable Use and Restrictions);
(b) Customer’s payment obligations;
(c) either party’s indemnification obligations under Section 18;
(d) Customer’s use of the Services in violation of applicable laws.
18. INDEMNIFICATION
18.1 Indemnification by Provider
Provider will defend Customer against any third-party claim alleging that the Services infringe a U.S. patent, copyright, or trademark, and will indemnify Customer for any damages and reasonable attorneys’ fees finally awarded, provided Customer:
(a) promptly notifies Provider of the claim;
(b) allows Provider sole control of the defense and settlement; and
(c) cooperates in the defense.
Provider may, at its option:
(i) modify the Services to avoid infringement;
(ii) replace the Services; or
(iii) terminate the affected Services and refund prepaid unused fees.
18.2 Exclusions
Provider has no indemnification obligation for claims arising from:
(a) Customer Data;
(b) modifications to the Services not made by Provider;
(c) combination of the Services with products or data not provided by Provider;
(d) Customer’s breach of this Agreement.
18.3 Indemnification by Customer
Customer will defend, indemnify, and hold harmless Provider from any claims arising out of:
(a) Customer Data;
(b) Customer’s violation of applicable laws, including employment, labor, privacy, and workplace-safety regulations;
(c) Customer’s decisions regarding HR actions, investigations, discipline, or remediation;
(d) Customer’s breach of the Acceptable Use requirements.
19. SECURITY
19.1 Provider Security Measures
Provider will maintain administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure.
19.2 Customer Security Obligations
Customer is responsible for securing its own systems, devices, and credentials used to access the Services and for preventing unauthorized access by its personnel.
19.3 Security Incidents
If Provider becomes aware of unauthorized access to Customer Data within its possession or control, Provider will notify Customer without unreasonable delay and will take commercially reasonable steps to mitigate the incident.
20. GOVERNING LAW AND DISPUTE RESOLUTION
20.1 Governing Law
This Agreement is governed by the laws of the State of Delaware without regard to conflict-of-laws principles.
20.2 Informal Resolution
Before initiating formal dispute resolution, the parties will attempt in good faith to resolve the dispute through executive-level discussions for at least 30 days.
20.3 Arbitration
Any dispute not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in the state specified in Section 20.1.
20.4 Injunctive Relief
Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property.
20.5 Attorneys’ Fees
The prevailing party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.
21. MISCELLANEOUS
21.1 Entire Agreement
This Agreement, together with all Order Forms and Exhibits, constitutes the entire agreement between the parties and supersedes all prior discussions and understandings.
21.2 Modifications
Any modifications must be in writing and signed by both parties.
21.3 Affiliates; No Automatic Rights
Unless expressly stated in an applicable Order Form, Customer’s Affiliates are not customers under this Agreement and have no rights to access or use the Services. Provider has no obligation to provide the Services to any Affiliate of Customer solely by virtue of such affiliation.
21.4 Assignment
Customer may not assign this Agreement without Provider’s prior written consent. Without such consent, any attempted assignment in violation of this section is void.
21.5 Notices
Notices must be in writing and delivered to the addresses in the Order Form or by email with confirmation of receipt.
21.6 Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement (including payment obligations) to the extent such failure or delay is caused by events beyond the reasonable control of the affected party (“Force Majeure Event”). Force Majeure Events may include, without limitation: epidemic, pandemic, or public health emergency; war, terrorism, invasion, or civil unrest; embargoes, sanctions, or governmental orders; failures or interruptions of utilities, telecommunications networks, internet service providers, or cloud infrastructure; cyberattacks or security incidents not caused by the affected party’s gross negligence or willful misconduct; and failures of third-party hosting providers or data centers.
The affected party shall provide commercially reasonable notice of the Force Majeure Event to the other party and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.
Any period of excused non-performance under this Section shall not extend the Subscription Term or any Order Form term, unless the parties expressly agree otherwise in writing.
If a Force Majeure Event continues for more than thirty (30) consecutive days and materially prevents performance of the affected obligations, either party may terminate the affected portion of the Agreement upon written notice.
21.7 Independent Contractors
The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship.
21.8 Severability
If any provision is found unenforceable, the remainder of the Agreement remains in full force.
21.9 Waiver
Failure to enforce any provision is not a waiver of future enforcement.
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