Stately Platform Agreement

This Stately Platform Agreement (this “Agreement”) constitutes a binding agreement between Stately Software, Inc. (“Stately”) and you, either (i) as an individual to the extent you’re accessing the Platform in your individual capacity, or (ii) as a company (in either situation, “you”, “your” or “Customer”) and governs your use of Stately’s Platform (as defined below). If you are a company, you represent and warrant that the individual entering into this Agreement on your behalf is a duly authorized representative with the authorization to act on behalf of you and bind you to this Agreement. If you are an individual and are less than 18 years of age, your parent and/or legal guardian must agree to this Agreement on your behalf. Customer and Stately are referred to herein individually as a “Party” and collectively as the “Parties”.

1. Platform and Additional Services

1.1 Platform License

Stately has developed a platform for creating, editing, and managing executable diagrams to visualize application logic (the “Platform”). Subject to the terms and conditions hereof, Stately hereby grants to Customer a limited, non-transferable, and non-exclusive license (the “License”) to use the Platform during the term hereof solely in accordance with the terms of this Agreement and any specifications, instructions, and documentation (collectively, the “Documentation”) provided by Stately from time to time. The License shall be subject to the terms and conditions of one or more order forms to be executed between Stately and Customer or other online or offline instrument used to register for the Platform (each, an “Order Form”). Customer shall use the Platform solely for its own internal business purposes and in accordance with the limitations, if any, set forth on an Order Form.

1.2 Authorized Users

Stately may permit you to authorize a certain number of individual users to access the Platform (each, an “Authorized User”). The Authorized Users will be able to join a “team” that you create on the Platform. You are responsible for any actions taken or omissions made by your Authorized Users, and ensuring their compliance with the terms of this Agreement.

1.3 Modifications to the Platform

Stately may modify and/or update the Platform from time to time, so long as such modification(s) do not materially reduce the Platform’s performance or capabilities. Stately shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer, any Authorized Users, or any other third party may incur as a result of modifications to the Platform in accordance with this Section 1.3.

1.4 Platform Support

Stately will provide technical support to Customer via both telephone and email on weekdays during the hours of 9:00 am through 5:00 pm Eastern Standard Time, with the exclusion of federal holidays (“Platform Support Services”).

1.5 Additional Services

During the term hereof, Stately may agree to provide Customer with such additional services as are set forth on any Order Forms executed hereunder (together with the Platform Support Services, the “Additional Services”). Except as specified herein or in an executed Order Form, nothing in this Agreement or in any Order Form shall be construed as a guarantee of Additional Services outside the scope of any executed Order Form.

2. Financial Terms

2.1 Fees

In consideration for the grant of the License and the provision of the Additional Services, Customer shall pay to Stately the fees set forth in the applicable Order Form (the “Fees”) in accordance with this Section 2. Any Fees expressed in a fixed monthly amount may be prorated for any partial month of service based on the number of days the applicable Order Form was in effect during the month and the actual number of days in such month.

2.2 Payment of Fees

Unless otherwise indicated on an Order Form, if Customer has purchased a paid subscription, Customer will be required to pay Fees on a monthly basis. With respect to any other Fees, Customer shall pay such Fees within ten (10) days of receipt of an invoice from Stately. Payments may be satisfied via a charge to the credit card Customer keeps on file with Stately’s payment processor. Customer hereby agrees that Stately may charge any such credit card for any Fees incurred by the Customer. Unless Stately states otherwise in writing, all amounts due and payable hereunder shall be paid in U.S. Dollars.

2.3 Interest and Taxes

Interest on any late payments will accrue at the rate of 1% per month, or the highest rate permitted by applicable law, whichever is lower, from the date such amount is due until the date such amount is paid in full. Customer will be responsible for, and will pay all sales and similar taxes, and all similar fees levied upon the provision of the Platform and the Additional Services, excluding only taxes based solely on Stately’s income. Customer will indemnify and hold Stately harmless from and against any and all such taxes and related amounts levied upon the provision of the Platform and the Additional Services and any costs associated with the collection or withholding thereof, including penalties and interest.

2.4 Payment by Company or other Customer

If you are using the Platform as an Authorized User on behalf of a company Customer, or if another Customer has otherwise agreed to pay for you to use the Platform, then that Customer is responsible for paying the Fees on your behalf.

3. Customer Restrictions and Responsibilities

3.1 Restrictions on Use of Platform

Except as expressly authorized by this Agreement, Customer may not:

modify, disclose, alter, translate or create derivative works of the Platform (or any components of the foregoing);
sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Platform (or any components of the foregoing);
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source code, object code, or underlying structure, ideas, or algorithms of the Platform, in whole or in part;
use the Platform to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions;
use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Laws;
interfere with or disable any features, functionality, or security controls of the Platform or otherwise circumvent any protection mechanisms for the Platform;
copy, frame or mirror any part or content of the Platform;
build a competitive product or service, or copy any features or functions of the Platform;
interfere with or disrupt the integrity or performance of the Platform;
attempt to gain unauthorized access to the Platform or related systems or networks;
disclose to any third party any performance information or analysis relating to the Platform;
use the components of the Platform or allow the transfer, transmission, export or re-export of such Platform components or any portion thereof in violation of any export control Laws administered by the U.S. Commerce Department, OFAC, or any other government agency;
remove, alter or obscure any proprietary notices in or on the Platform, including any copyright notices; or
cause its Authorized Users or any third party to do any of the foregoing.

Customer will use its best efforts to prevent unauthorized access to, and use of, any passwords, and will immediately notify Stately in writing of any unauthorized use that comes to Customer’s attention. Notwithstanding anything to the contrary in this Agreement, Stately may temporarily suspend or permanently revoke Customer’s access to the Service if Stately determines or reasonably suspects that Customer or an Authorized User has or intends to violate, or has assisted others in violating or preparing to violate, any provision of this Section 3 (any such temporary suspension, a “Platform Suspension” and any such revocation, a “Platform Revocation”). Stately shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any third party may incur as a result of a Platform Suspension or Platform Revocation, and Client shall not be entitled to any refunds of any Fees on account of any Platform Suspension or Platform Revocation. Any breach by Customer or an Authorized User of any provision of this Section 3 shall be a material breach.

3.2 Customer Responsibilities

Customer shall be solely responsible for: (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform and the Additional Services; (b) maintaining the security of Customer’s infrastructure, equipment, accounts, passwords (including but not limited to administrative and user passwords) and files; and (c) providing Stately and its personnel with support and system access needed to perform the Additional Services.

3.3 Age Policy

The Platform is not intended to be used by any person under 13 years of age. If you are an individual, you represent to Stately that you are at least 13 years old. Stately does not knowingly collect or solicit personally identifiable information from anyone under 13; if you are under 13, please do not use or attempt to use the Platform or send any personal information about yourself to Stately. If Stately learns it has collected personal information from anyone under 13, Stately will delete that information.

3.4 Inappropriate and Illegal Content Prohibited

Customer agrees not to transmit any inappropriate content on the Platform including, but not limited to, libelous, defamatory, obscene, pornographic, abusive, or threatening content; content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; content that is misleading or not true; or advertise or otherwise solicits funds for goods or services. Stately may remove such content from Stately’s servers, and Stately may suspend or revoke Customer’s access to the Platform. Stately reserves the right to investigate, and seek applicable remedies for, violations of applicable law to the fullest extent of the law.

3.5 Your Use of Others’ Intellectual Property

Although you may provide information and content to Stately as part of your use of the Platform, you agree to be respectful of others’ intellectual property rights. You may not upload, transmit, or otherwise distribute any information or content in violation of intellectual property laws or proprietary rights of any third parties. If you do not respect a third party’s intellectual property or proprietary rights, you are solely responsible for any violations of law. In addition, you are solely responsible for infringement of third party rights caused by any information that is generated or submitted through your use of the Platform. Stately takes claims of intellectual property infringement seriously. As such, Stately reserves the right to suspend and/or revoke access to the Platform for any user who is found to have infringed on the intellectual property rights of third parties, or us, or otherwise is found to have violated any intellectual property laws.

3.6 Digital Millennium Copyright Act

Stately reserves the right to suspend and/or terminate any user’s account who is found or alleged to have infringed on the intellectual property rights of users, Stately, or third parties. In the event that you have a good faith belief that your intellectual property rights or the rights of someone else have been violated on our Platform, and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information (as required by the Digital Millennium Copyright Act of 1998):

a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it to our designated agent at:

Copyright Agent
Support Team — support@stately.ai

4. Confidentiality

4.1 Definition

“Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) concerning or related to this Agreement or the Disclosing Party (whether before, on, or after the Effective Date) that is marked “Confidential” or “Proprietary” or with similar designation by the Disclosing Party, or that otherwise should reasonably be deemed to be confidential based on the context and nature of the information. Confidential Information includes, but is not limited to, computer programs in source and/or object code, technical drawings, algorithms, know-how, prototypes, models, samples, formulas, processes, ideas, inventions (whether patentable or not), discoveries, methods, strategies and techniques, research, development, design details and specifications, financial information, procurement and/or purchasing requirements, customer lists, information about investors, employees, business or contractual relationships, sales and merchandising data, business forecasts and marketing plans, and similar information.

4.2 Obligations

The Receiving Party shall maintain in confidence the Confidential Information during the term of this Agreement and for a period of two (2) years thereafter, and will not use such Confidential Information except as expressly permitted in this Agreement; provided, however, that any trade secrets shall be treated confidentially for so long as such information qualifies for protection as trade secret under applicable law. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this Agreement. In addition, the Receiving Party will only disclose Confidential Information to its directors, officers, employees, contractors, and/or Authorized Users who have a need to know such Confidential Information in order to perform their duties or use the Platform under this Agreement, and only if such directors, officers, employees, contractors, and/or Authorized Users are bound by confidentiality obligations (either with Customer or with Stately) with respect to such Confidential Information no less restrictive than the non-disclosure obligations contained in this Section 4.2. As part of the foregoing, Stately may disclose Customer’s Confidential Information to Customer’s Authorized Users and to other individuals that are part of Customer’s teams on the Platform. The Parties agree that Customer Data (as defined below) shall be considered Customer’s Confidential Information and the terms and conditions of this Agreement will be treated as Confidential Information of both Parties and will not be disclosed to any third party; provided, however, that each Party may disclose the terms and conditions of this Agreement (a) to such Party’s legal counsel, accountants, banks, financing sources and their advisors, (b) in connection with the enforcement of this Agreement or rights under this Agreement, or (c) in connection with an actual or proposed merger, acquisition, or similar transaction.

4.3 Exceptions

Notwithstanding anything to the contrary herein, Confidential Information will not include information that: (a) is in or enters the public domain without breach of this Agreement and through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by applicable Laws or by a subpoena or order issued by a court of competent jurisdiction or other governmental authority (each, an “Order”), but solely on the conditions that the Receiving Party, to the extent permitted by applicable Laws: (i) gives the Disclosing Party written notice of the Order promptly after receiving it; and (ii) cooperates fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Order and seek a protective order or other appropriate relief. In the event of any dispute between the Parties as to whether specific information is within one or more of the exceptions set forth in this Section 4.3, the Receiving Party will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception(s).

4.4 Remedies

The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information will result in irreparable injury to the Disclosing Party, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party will be entitled to seek and obtain injunctive relief against any breach or threatened breach by the Receiving Party of the confidentiality obligations hereunder, from any court of competent jurisdiction, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.

5. Intellectual Property Rights

5.1 Generally

Except as specified in this Section 5, no provision of this Agreement shall be construed as an assignment or transfer of ownership of any copyrights, patents, trade secrets, trademarks, or any other intellectual property rights (collectively, “Intellectual Property Rights”) from either Party to the other.

5.2 Company Customers

If Customer is a Company, Customer owns all right, title, and interest in and to (i) any content that any of its Authorized Users submit to the Platform, including software (“Submitted Content”), and (ii) any content resulting specifically from its Authorized User’s use the Platform, including visualizations of state machines (“Created Content”, and collectively with Submitted Content, the “Customer Content”).

5.3 Individual Customers

To the extent you are an individual and you are part of a team on the Platform with other individuals (each, a “Team Collaborator”), and the Team Collaborators are not the Authorized Users of a company Customer, you and each Team Collaborator jointly own all right, title, and interest in and to the Customer Content associated with that team on the Platform. You own all right, title, and interest in and to any of your Customer Content that is not submitted to the Platform for use by a team or created by a team.

5.4 Platform and Additional Services

As between Stately and Customer, Stately shall own and retain all right, title and interest in and to: (a) the name, logo, trademarks, and service marks (collectively, “Marks”) associated with its business; (b) the Platform and the Documentation; (c) all improvements, enhancements and modifications to the Platform; (d) any work products or deliverables resulting from any Additional Services provided to Customer under this Agreement (except for any work products or deliverables that is expressly set forth in an Order Form to be owned by Customer); and (e) all Intellectual Property Rights related to any of the foregoing. Stately reserves all rights in and to the Platform and the Documentation not expressly granted to Customer in this Agreement. Except for the rights and licenses expressly granted in this Agreement, nothing in this Agreement grants to Customer or any third party, by implication, waiver, estoppel, or otherwise, any right, title, or interest in or to the Platform.

5.5 Feedback

If Customer or any of its Authorized Users submits written suggestions or recommended changes to the Platform or Additional Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, the “Feedback”), Stately is free to use such Feedback regardless of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Stately, on Customer’s behalf and on behalf of its Authorized Users and/or agents, all Intellectual Property Rights in and to the Feedback, for any purpose whatsoever, although Stately is not required to use any Feedback.

5.6 Use of Customer Marks

Customer shall own and retain all right, title and interest in and to the Marks relating to Customer’s business and all Intellectual Property Rights related thereto.

6. Data

6.1 Ownership of Customer Data

As between Customer and Stately, all Customer Data (as defined below), including any Customer Data input into the Platform by Customer, shall belong to Customer, provided that Stately shall have the right to access, use, and process such Customer Data to provide the Additional Services and the functionality of the Platform to Customer during the term of this Agreement. Customer acknowledges and agrees that Customer is solely responsible for any and all Customer Data that is input into the Platform by Customer, including such Customer Data’s legality, reliability, and appropriateness. As used herein, “Customer Data” means Personal Data, Employee Personal Data and Third Party Personal Data (as such terms are defined below) that is uploaded by Customer.

6.2 Anonymized Data

Customer acknowledges and agrees that Stately may anonymize and aggregate Customer Data in a manner that it can no longer reasonably be used to identify individuals (“Anonymized Data”). Customer grants Stately and its affiliates, an unlimited, perpetual, and irrevocable license to use the Anonymized Data for the purpose of improving the Platform and Additional Services, to understand and analyze trends across Stately’s customers, and for any other purpose.

6.3 Data Processing Agreement

To the extent that Customer is a company and Customer Data includes personal data subject to applicable data protection laws, including the EU General Data Protection Regulation and the California Consumer Privacy Act, the terms of the Data Processing Agreement available upon request (the “DPA”) shall govern the processing of such data. The Parties agree that Stately may amend the terms of the DPA from time to time to the extent that Stately reasonably determines that such amendment is necessary to comply with applicable data protection laws. The latest posted version of the DPA shall govern the processing of personal data subject to applicable data protection laws.

6.4 Employee and Third Party Data

Customer acknowledges that, as part of its use of the Platform, Customer may transmit Customer’s own personal data (“Personal Data”) or the personal data of Employees (“Employee Personal Data”) and personal data of third parties (“Third Party Personal Data”). To the extent Customer transmits or inputs any Personal Data, Employee Personal Data or Third Party Personal Data through or into the Platform, Customer represents and warrants that it has obtained all legally required consent to capture, collect, display, input, share and transmit such Personal Data, Employee Personal Data and Third Party Personal Data into and through the Platform.

7. Representations, Warranties and Remedies

7.1 Generally

Each Party represents and warrants that, if it is a company, (a) it is validly existing and in good standing under the Laws of the place of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, (c) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement, and (d) this Agreement is valid, binding and enforceable against it in accordance with its terms, except to the extent limited under Laws relating to insolvency, bankruptcy, and the like.

7.2 Stately’s Representations and Warranties

Stately represents and warrants that (a) the Platform will conform, in all material respects, to the Documentation and any other specifications set forth in the applicable Order Form, and (b) it will perform the Additional Services, if any, in a professional and workmanlike manner.

7.3 Customer’s Representations and Warranties

Customer represents and warrants that Customer: (a) will use the Platform and the Additional Services only in compliance with this Agreement and all applicable local, state, federal and international laws and regulations, rules, orders, and ordinances (collectively, “Laws”); and (b) shall not infringe upon any third party’s Intellectual Property Rights in its use of the Platform and the Additional Services.

7.4 Disclaimer

The Platform and Additional Services are provided “as-is” and “as-available.” Except as expressly set forth in this Agreement, Stately disclaims any and all representations or warranties (express or implied, oral or written) with respect to the Platform and the Additional Services provided under this Agreement, whether alleged to arise by operation of law, by reason of custom or usage in the trade, by course of dealing or otherwise, including any and all: (a) warranties of merchantability; (b) warranties of fitness or suitability for any purpose (whether or not Stately knows, has reason to know, has been advised, or is otherwise aware of any such purpose); and (c) warranties of noninfringement or condition of title.

8. Indemnification Obligations

8.1 Stately Indemnity

Stately, at its sole expense, will defend Customer and its affiliates, directors, officers, employees, and agents (“Customer Indemnitees”) from and against third-party claims, suits, actions or proceedings (each a “Claim”) and indemnify Customer from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) (collectively, “Losses”) that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance and in writing, by Stately to the extent arising from or relating to (a) a Claim that the Platform infringes the Intellectual Property Rights of any third party, (b) any negligence or willful misconduct by Stately, or (c) any alleged or actual breach of Stately’s representations, warranties and obligations under this Agreement.

In the event of a Claim pursuant to Section 8.1(a), Stately may, at its option and expense (i) obtain for Customer the right to continue to exercise the rights granted to Customer under this Agreement; (ii) substitute the allegedly infringing component for an equivalent non-infringing component; or (iii) modify the Platform to make it non-infringing. If none of subparts (i), (ii), or (iii) in the foregoing sentence are obtainable on commercially reasonable terms, Stately may terminate this Agreement, effective immediately, by written notice to Customer. Upon a termination of this Agreement pursuant to this Section 8.1, Customer must cease using the Platform and Stately will refund the Fees Customer paid to Stately for the Platform adjusted pro-rata for any period during the Term when the Platform was provided to Customer.

Stately indemnification obligations do not extend to Claims arising from or relating to: (i) any negligent or willful misconduct of Customer Indemnitees; (ii) any combination of the Platform (or any portion thereof) by Customer Indemnitees with any equipment, software, data (including Customer Data or Customer Content) or any other materials not approved by Stately; (iii) any modification to the Platform by Customer Indemnitees not expressly authorized by Stately; (iv) the use of the Platform by Customer Indemnitees in a manner contrary to the terms of this Agreement where the infringement would not have occurred but for such use; (v) the continued use of the Platform after Stately has provided substantially equivalent non-infringing software or services; or (vi) any Customer services or products.

8.2 Customer Indemnity

Customer, at its sole expense, will defend Stately and its affiliates, directors, officers, employees, and agents (“Stately Indemnitees”) from and against any third-party Claim and indemnify Stately Indemnitees from any related Losses to the extent arising from or relating to (a) any negligence or willful misconduct by Customer or its Authorized Users, affiliates, directors, officers, employees, or agents, or any other party acting on Customer’s behalf (the “Customer Indemnity Parties”); (b) any alleged or actual breach of Customer’s representations, warranties and obligations under this Agreement; (c) the use of the Platform by Customer Indemnity Parties, including without limitation any claim by Customer’s employees or agents related to the use of the Platform by Customer Indemnity Parties; and (d) any violation of applicable Laws and Orders by Customer Indemnity Parties.

8.3 Procedures

The obligations of each party to indemnify the other party pursuant to Section 8 are conditioned upon the indemnified party: (a) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of the Claim (provided that failure to provide prompt written notice to the indemnifying party will only alleviate an indemnifying party’s obligations under Section 8 to the extent that any associated delay materially prejudices or impairs the defense of the related Claims); (b) granting the indemnifying party the option to take sole control of the defense (including granting the indemnifying party the right to select and use counsel of its own choosing) and settlement of the Claim (except that the indemnified party’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of the indemnified party); and (c) providing reasonable cooperation to the indemnifying party and, at the indemnifying party’s request and expense, assistance in the defense or settlement of the Claim.

9. Limitation of Liability

To the extent permitted by applicable law, (a) neither party will be liable for any loss of profits or any indirect, special, incidental, reliance or consequential damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance; and (b) except for Customer’s obligation to pay the Fees, a breach of Section 4 (Confidentiality) or Section 5 (Intellectual Property Rights), and Customer’s indemnification obligations as set forth in Section 8, each party’s aggregate liability to the other party will not exceed the Fees actually paid by Customer to Stately during the twelve (12) month period immediately preceding the event which gave rise to such liability.

10. Term, Termination and Effect of Termination

10.1 Term

This Agreement commences upon the Effective Date and continues in effect until the expiration of the period specified in the Order Form, unless terminated earlier in accordance with Section 10.2 (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive terms of equivalent duration (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”).

10.2 Termination

Either Party may terminate this Agreement at any time. If you would like to terminate this Agreement, you may do so by accessing your account.

Either Party may also terminate this Agreement as follows: (a) if the other Party materially breaches this Agreement (including, without limitation, in the case of Customer, nonpayment of the Fees) and does not remedy such failure within thirty (30) days after its receipt of written notice of such breach (unless the breach is of a nature that is incapable of being cured, in which case the non-breaching Party may terminate this Agreement immediately upon written notice); (b) if the other Party terminates its business activities or becomes insolvent, admits in writing to inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; (c) if another Customer has agreed to pay the Fees for your use of the Platform, and the other Customer fails to pay any of the Fees for you; (d) if you are an Authorized User of another Customer and the other Customer ceases to have an active agreement with Stately; or (e) as otherwise expressly set forth in this Agreement or an Order Form.

10.3 Effect of Termination

Upon any termination of this Agreement: (a) the License and any other rights granted to Customer under this Agreement with respect to the Platform and the Additional Services will immediately cease; provided, however, to the extent that Customer terminates this Agreement pursuant to Section 10.2, Customer will continue to have access to the Platform and the Additional Services for the remainder of such portion of the Initial Term or Renewal Term, as applicable, for which Customer has prepaid the applicable Fees, and Customer shall not be eligible to receive a refund of such prepaid Fees, (b) Customer shall immediately pay to Stately all amounts due and payable up to and through the effective date of termination, and (c) the Receiving Party will, at the option of the Disclosing Party, promptly return to the Disclosing Party or destroy all Confidential Information of Disclosing Party then in the Receiving Party’s possession. Notwithstanding any terms to the contrary in this Agreement, any provision of this Agreement that, by its nature and context, is intended to survive this Agreement (including, without limitation, Customer’s obligation to pay any unpaid Fees and Sections 4 through 6, 7.4, and 8 through 11 inclusive) will survive any termination of this Agreement.

11. General Provisions

11.1 Entire Agreement

This Agreement, including all exhibits to this Agreement, all of which are incorporated herein by reference, sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.

11.2 Independent Contractors

Neither Party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other Party, and the relationship between the Parties will only be that of independent contractors. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

11.3 Dispute Resolution

The Parties agree to resolve any dispute, claim or controversy arising out of or relating to this Agreement according to the terms of this Section 11.3. First, the Parties agree to attempt in good faith to resolve the dispute through informal resolution. Second, if the dispute is not resolved through informal resolution, the Parties agree to participate in binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Orlando, Florida. The Parties agree that, in the event of arbitration (or in the event of a lawsuit if this arbitration clause is deemed invalid or does not apply to a given dispute) the prevailing Party shall be entitled to costs and fees (including reasonable attorneys’ fees). Either Party may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described in this Section 11.3. In the event that the dispute resolution procedures in this Section 11.3 are found not to apply to a given claim, or in the event of a claim for injunctive relief as specified in the previous sentence, the Parties agree that any judicial proceeding will be brought in the state courts of Orlando, Florida. Both Parties consent to venue and personal jurisdiction there.

All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless agreed to otherwise by the parties, the arbitrator may not consolidate more than one person’s claims.

11.4 Governing Law

The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law.

11.5 Assignment

Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by either Party, by operation of applicable Laws or otherwise, without the prior written consent of other Party, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the foregoing, either Party may assign its rights and obligations hereunder in connection with a merger, reorganization, consolidation, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective representatives, heirs, administrators, successors and permitted assigns.

11.6 Amendments and Waivers

Stately reserves the right to change the terms of this Agreement from time to time, with or without notice to you. Any changes to this Agreement will become effective on the “Effective Date” indicated above. If you continue to use the Platform or Additional Services after such date, you consent to the new terms of the Agreement. No failure or delay (in whole or in part) on the part of a Party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by applicable Laws. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

11.7 Notices

Any notice made pursuant to this Agreement will be in writing and will be deemed delivered on (a) the date of delivery if delivered personally, (b) five (5) calendar days (or upon written confirmed receipt) after mailing if duly deposited in registered or certified mail or express commercial carrier, or (c) one (1) calendar day (or upon written confirmed receipt) after being sent by email, addressed to Customer or to Stately, as the case may be, at the address or email address as may be hereafter designated by either Party. Any notice to Customer pertaining to an Order Form may be made by Stately to the contact listed by Customer for such purpose in the applicable Order Form.

11.8 Severability

If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

11.9 Counterparts

This Agreement may be executed: (a) in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument; and (b) by the Parties by exchange of signature pages by mail, facsimile or email (if email, signatures in Adobe PDF or similar format).

11.10 Force Majeure

Neither Party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, natural disasters (fire, storm, floods, earthquakes, etc.), a pandemic, acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any third party services, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

11.11 Construction

This Agreement shall be deemed to be the product of all of the Parties, and no ambiguity shall be construed in favor of or against any one of the Parties.