Terms & Conditions

1. DEFINITIONS

Capitalized terms are defined in the Glossary at the end of this document.

2. SUPPLY OF SERVICE AND RESTRICTIONS

2.1 Supply of Service.

Subject to the terms of the Agreement, CXCONNECT.AI will make the Service available to Customer.

2.2 Grant of Rights.

CXCONNECT.AI grants to Customer a non-exclusive and non-transferable right to use the Service as permitted under the Agreement solely for the Customer’s internal business operations.

2.3 Acceptable Use Policy.

With respect to the Service, Customer shall not:

(a) except to the extent such rights cannot be validly waived by law, disassemble, decompile, reverse-engineer, copy, translate or make derivative works,

(b) market, rent, sell, lease or use for non-civilian purposes,

(c) transmit any content or data that is unlawful, including without limitation any unlawful messages, or infringes any intellectual property rights, or

(d) circumvent or endanger CXCONNECT.AI’s operation or security.

2.4 Monitoring.

CXCONNECT.AI may, but is under no obligation to, monitor use of the Service (only to the extent allowed by applicable law):

(a) to comply with applicable law, regulation, or other governmental request or order including disclosing Customer Data in accordance with such law, regulation, request or order;

(b) to verify Customer’s compliance with the Agreement;

(d) as necessary to provide and support the Service; or

(e) as otherwise approved or requested by Customer.

2.5 Compliance.

Customer shall promptly provide any information as CXCONNECT.AI may request relating to Customer Data or Customer’s use of the Service:

(a) to determine Customer’s compliance with the Agreement, and

(b) in response to any request made by any regulatory or governmental or statutory body.

2.6 Operating Instructions.

Customer shall comply, and use the Service in accordance, with the operating guidelines and policies relating to the use of the Services.

2.7 Suspension of Service.

CXCONNECT.AI may suspend use of the Service:

(a) as necessary to comply with applicable law or regulation;

(b) to perform maintenance (whether planned or emergency) or repair to the CXCONNECT.AI Network;

(d) if the use is in breach of the Agreement or otherwise exposes CXCONNECT.AI to legal liability;

(e) in CXCONNECT.AI’s sole discretion, if not doing so would have a material harm on the Services or CXCONNECT.AI’s provision thereof; or

(f) if CXCONNECT.AI is unable to provide the Service due to a termination or alteration of CXCONNECT.AI’s relationship with any third party or the termination or suspension of any license or authorization necessary to provide the Service.

CXCONNECT.AI will promptly notify (email permitted) Customer of the suspension. CXCONNECT.AI will endeavor to limit the suspension in time and scope as reasonably possible under the circumstances, and will resume the Service once the cause of the suspension has been remedied, provided that if a suspension is due to Customer’s actions or inactions, CXCONNECT.AI will resume the Service once Customer has remedied the cause of the suspension and Customer will pay any applicable reconnection charge or, if no charge is specified, Customer shall reimburse CXCONNECT.AI for all reasonable costs and expenses incurred by CXCONNECT.AI in resuming the Service and further provided that CXCONNECT.AI may terminate the Agreement if Customer does not remedy the cause of the suspension within thirty (30) days.

2.8 Third Party Services and Application.

The Service may include integrations with web services, software and/or application by third parties (other than CXCONNECT.AI or its Affiliates) that are accessed through the Service and subject to terms and conditions with those third parties.

2.9 Anti-Fraud

CXCONNECT.AI does not represent that it will be able to block or prevent the transmission of fraudulent messages. Customer is responsible for ensuring that its account is not used to transmit fraudulent messages. Fraud, including artificial inflated traffic originating from the Customer, will not excuse Customer’s payment obligations under the Agreement.

3. CXCONNECT.AI RESPONSIBILITIES

3.1 Provisioning.

CXCONNECT.AI provides access to the Service as described in the Order Form.

3.2 Support.

CXCONNECT.AI provides support for the Service as referenced in the Order Form.

3.3 Modifications.

(a) The Service may be modified by CXCONNECT.AI. CXCONNECT.AI will inform Customer of modifications by email, the support portal, release notes, Documentation or the Service. The information will be delivered by email if the modification is not solely an enhancement. Modifications may include optional new features for the Service, which Customer may use subject to the then- current Supplement and Documentation.

(b) If Customer establishes that a modification by CXCONNECT.AI causes a materially adverse impact on Customer’s use of the Service and is not reasonably acceptable to Customer for legitimate business reasons, Customer may terminate its access to the affected Service by providing written notice to CXCONNECT.AI within thirty (30) days of such modification.

3.4 Excluded Events.

Notwithstanding any provision to the contrary in the Agreement, CXCONNECT.AI shall not be liable for any failure to perform or any delay in performing an obligation under the Agreement if such failure or delay arises as a result of or in connection with the occurrence of an Excluded Event.

4. CUSTOMER RESPONSIBILITIES AND CUSTOMER DATA

4.1 Customer Obligations.

Customer shall:

(a) comply with all laws and regulations applicable to it in connection with the Customer Data and Customer’s use of the Service, including but not limited to telecommunications laws and regulations, export control laws and regulations, economic, trade and financial sanctions laws, regulations, embargoes, restricted state lists or restrictive measures administered.

(b) continue to obtain all necessary permits, consents, rights, authorisations, or certifications for its use of the Service, including, but not limited to, any Customer Data transmitted as part of that use; and

(c) immediately comply with such directions and/or orders as may be issued from time to time by a governmental or regulatory authority in relation to the Customer Data or its use of the Service and shall cooperate with CXCONNECT.AI’s request for assistance in conforming the Service to any new requirements or determinations.

4.2 Customer Data.

Customer is solely responsible for all Customer Data. Customer (i) grants to CXCONNECT.AI (including its Affiliates and subcontractors) a nonexclusive, worldwide right to use, modify, adapt and process Customer Data to analyse, develop, test, and operate, provide and support the Services and/or any of products of CXCONNECT.AI and its Affiliates and (ii) acknowledges that neither CXCONNECT.AI, its Affiliates, nor their respective suppliers exercise any control over Customer Data, and act as a mere or passive conduit in transmitting and handling Customer Data.

Customer acknowledge and agree that any Messages sent through CXCONNECT.AI are deemed to have been sent and/or authorised by Customer.

4.3 Personal Data.

Customer will collect and maintain all Personal Data necessary to utilize the Service, and all required consents associated with such Personal Data, in compliance with applicable Data Protection Laws.

4.4 Co-operation

The Customer shall reasonably co-operate with CXCONNECT.AI in CXCONNECT.AI’s supply and support of a Service, including any diagnostic or other maintenance or upgrade activities.

4.5 Access and Security.

Customer has the sole and exclusive responsibility for the installation, configuration, security (including firewall security), and integrity of all Customer facilities, systems, equipment, proxy servers, software, networks, network configurations and the like (the “Customer Equipment”) used in conjunction with or related to the Service(s) provided by CXCONNECT.AI, including, without limitation, Customer’s connectivity to any third party. Customer will maintain reasonable security standards to protect the CXCONNECT.AI Network from unauthorised access, including, but not limited to, protecting Customer’s passwords from being disclosed to or accessed by third parties. Customer shall immediately inform CXCONNECT.AI if the Customer becomes aware of any possible or actual unauthorised use, misuse or access of the Service.

4.6 Disaster Recovery.

Customer is solely responsible for all disaster recovery, business continuity and back up arrangements in respect of its own equipment and all of its Customer Data.

5. FEES AND TAXES

5.1 Fees and Payment.

Customer will pay fees as stated in the Order Form. For nonpayment, CXCONNECT.AI may, after prior written notice, suspend Customer’s use of the Service until payment is made. Customer cannot withhold, reduce or set-off fees owed during the Term. For any invoice the Customer fails to pay by its due date, interest will thereafter accrue on such unpaid amount at the maximum allowable rate. The fees payable shall be calculated by reference to data recorded or logged by CXCONNECT.AI and not by reference to any data recorded or logged by the Customer. Invoices issued by CXCONNECT.AI shall be final, conclusive and binding on the Customer, provided that the Customer may dispute an invoice in writing and in good faith no later than within thirty (30) days from the date of invoice but further, provided that Customer will timely pay any undisputed part of such invoice. No omission or delay by CXCONNECT.AI in invoicing any sums shall prohibit CXCONNECT.AI from raising an invoice at a later date nor shall it relieve the Customer of the Customer’s liability to pay.

5.2 Taxes.

Unless otherwise stated in an Order Form, fees and other charges imposed under an Order Form will not include taxes, including withholding taxes, all of which will be for Customer’s account. Customer is responsible for all taxes including withholding taxes, other than CXCONNECT.AI’s income and payroll taxes. If CXCONNECT.AI is required to pay taxes (other than its income and payroll taxes), Customer will reimburse CXCONNECT.AI for those amounts and indemnify CXCONNECT.AI for any taxes and related costs paid or payable by CXCONNECT.AI attributable to those taxes.

5.3 Set-off.

CXCONNECT.AI may, without notice to the Customer, set-off any sums owed by the Customer under this Agreement and/or any other agreement with CXCONNECT.AI against any sums owed by CXCONNECT.AI to Customer regardless of the place of payment or currency of such obligations.

6. TERM AND TERMINATION

6.1 Term.

The Term is as stated in the Order Form.

6.2 Termination by Either Party.

A party may terminate the Agreement:

(a) upon thirty (30) days written notice of the other party’s material breach unless the breach is remedied during that thirty-day period;

(b) as permitted under Sections 3.3(b), 6.3(b), or 8.1(c) (with termination effective thirty (30) days after receipt of notice in each of these cases); or

(c) immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or otherwise materially breaches Sections 11 or 13.6.

6.3 Termination by CXCONNECT.AI.

In addition to the termination rights set out in Section 6.2, CXCONNECT.AI may also terminate the Agreement or any specific Service being affected at any time:

(a) upon any termination of a network operator, third-party subcontractor, supplier, or interconnected carrier relationship with CXCONNECT.AI or its Affiliates or the discontinuance of support for equipment or a component of service necessary for CXCONNECT.AI to provide the Service;

(b) upon any legal, regulatory or governmental prohibition or limitation affecting the Service; or

CXCONNECT.AI will endeavor to limit the termination in time and scope as reasonably possible under the circumstances. In addition, CXCONNECT.AI may terminate the entire Agreement immediately, without prejudice to the other clause in the Agreement and in applicable legislation, if any illegal practice and/or fraudulent use of the Service is proven.

6.4 Effect of Expiration or Termination.

Upon the effective date of expiration or termination of the Agreement:

(a) Customer’s right to use the Service and all CXCONNECT.AI Confidential Information will end;

(b) CXCONNECT.AI will cease providing the applicable Service;

(c) Confidential Information of the disclosing party will be returned or destroyed as required in writing by the disclosing party;

(d) termination or expiration of the Agreement does not affect other agreements between the parties.

6.5 Survival.

Sections 1, 2.4, 2.5, 5, 6.4, 6.5, 8, 9, 10, 11, and 13 will survive the expiration or termination of the Agreement.

7. WARRANTIES

7.1 Compliance with Law.

Each Party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with (i) in the case of CXCONNECT.AI, the operation of CXCONNECT.AI’s business as it relates to the Service and (ii) in the case of Customer, the Customer Data and the Customer’s use of the Services.

7.2 Disclaimer.

Except as expressly provided in the Agreement, neither CXCONNECT.AI nor its subcontractors make any representation or warranties, and CXCONNECT.AI and its subcontractors disclaim all representations, warranties, terms, conditions or statements, which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, all of which are excluded to the fullest extent permitted by law including the implied conditions, warranties or other terms as to merchantability, suitability, originality, or fitness for a particular use or purpose. In addition, except as expressly provided in this Agreement, neither CXCONNECT.AI nor its subcontractors make any representations, warranties, terms, conditions or statements of non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of CXCONNECT.AI or product roadmaps in entering into the Agreement. Customer acknowledges that (i) the Service has not been specifically designed to meet its and/or any of its customer’s or end-user’s individual requirements; and (ii) the Service will not be error- free, uninterrupted, or free from unauthorised access. Except as expressly stated in this Agreement, the Service is provided on an ‘as is’ and ‘as available’ basis.

8. THIRD PARTY CLAIMS

8.1 Claims Brought Against Customer.

(a) CXCONNECT.AI will defend Customer against claims brought against Customer by any third party alleging that Customer’s use of the Service infringes or misappropriates a patent claim, copyright, or trade secret right. CXCONNECT.AI will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement CXCONNECT.AI enters into) with respect to these claims.

(b) CXCONNECT.AI’s obligations under Section 8.1 will not apply if the claim results from (i) Customer’s breach of the Agreement; (ii) use of the Service in conjunction with any product or service not provided by CXCONNECT.AI, or (iii) use of the Service provided for no fee.

(c) in the event a claim described in Section 8.1(a) is made or likely to be made, CXCONNECT.AI may (i) procure for Customer the right to continue using the Service under the terms of the Agreement, or (ii) replace or modify the Service to be non-infringing without material decrease in functionality. If these options are not reasonably available, CXCONNECT.AI or Customer may terminate Customer’s access to the affected Service upon written notice to the other.

8.2 Third Party Claim Procedure.

(a) Customer will timely notify CXCONNECT.AI in writing of any claim.

(b) CXCONNECT.AI will have the right to fully control the defense (and CXCONNECT.AI shall be free to delegate such claim to its third party insurer or indemnifier).

(c) Customer shall fully cooperate in the defense of such claim and shall not undertake any action that is prejudicial to CXCONNECT.AI’s rights.

(d) The Customer shall not undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to CX.CONNECTAI’s rights.

8.3 Exclusive Remedy.

The provisions of Section 8 state the sole, exclusive, and entire liability of CXCONNECT.AI, its Affiliates, and subcontractors to Customer, and is Customer’s sole remedy, with respect to third party claims and to the infringement or misappropriation of third party intellectual property rights.

9. LIMITATION OF LIABILITY

9.1 Unlimited Liability.

Neither party will exclude or limit its liability for damages resulting from:

(a) CXCONNECT.AI’s obligations under Section 8.1(a);

(b) Customer’s obligations under any Indemnity;

(d) fraud or fraudulent misrepresentation;

(e) death or bodily injury arising from either party’s gross negligence or willful misconduct;

(f) any failure by Customer to pay any fees due under the Agreement; or

(g) any liability that cannot be excluded or limited by applicable law.

9.2 Liability Cap.

Subject to Sections 9.1 and 9.3, under no circumstances and regardless of the nature of the claim, shall the maximum aggregate liability of either party (or its respective Affiliates or CXCONNECT.AI’s subcontractors) to the other party or its Affiliates or any other person or entity (howsoever arising) under or in connection with this Agreement including (but not limited to) liability for breach of contract, tort (including but not limited to negligence), misrepresentation (whether tortious or statutory), breach of statutory duty, breach of warranty, claims by third parties from any repudiatory, material, or other breach (however minor) of this Agreement (whether or not intentional), from willful misconduct or otherwise, exceed USD 10,000 for all events (or series of connected events) arising in any twelve (12) month period Any “twelve (12) month period” commences on the Term start date or any of its yearly anniversaries.

9.3 Exclusion of Damages.

Subject to Section 9.1:

(a) Under no circumstances shall either party (nor its respective Affiliates or CXCONNECT.AI’s subcontractors) be liable to the other party or its Affiliates or any other person or entity (whether or not the other party had been advised of the possibility of such loss or damage) for any of the following types of loss or damage arising under or in relation to this Agreement (whether arising out of liability under breach of contract, tort (including but not limited to negligence), misrepresentation (whether tortious or statutory), breach of statutory duty, breach of warranty, claims by third parties from any repudiatory, material, or other breach (however minor) of this Agreement (whether or not intentional)):

(a) (i) any loss or inaccuracy of data, (ii) loss of profits, (iii) loss of business, (iv) loss resulting from business disruption, (v) loss of contracts, (vi) loss of revenue, (vii) loss of anticipated savings, (viii) loss of goodwill, (ix) loss of reputation, (regardless of whether these types of loss or damage listed in this sub-clause (A) are direct, indirect, special or consequential); or

(b) any special, incidental, consequential, or indirect losses or damages or for exemplary or punitive damages;

(b) CXCONNECT.AI will not be liable for any damages caused by any Service provided for no fee.

9.4 Risk Allocation.

The Agreement allocates the risks between CXCONNECT.AI and Customer. The fees for the Service reflect this allocation of risk and limitations of liability.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 CXCONNECT.AI Ownership.

CXCONNECT.AI, its Affiliates or licensors own all intellectual property rights in and related to the Service, Documentation, design contributions, related knowledge or processes, and any derivative works of them, including any feedback Customer may provide to CXCONNECT.AI about the Service in connection with Customer’s use of the Service. All rights not expressly granted to Customer are reserved to CXCONNECT.AI, its Affiliates and its licensors.

10.2 Customer Ownership.

Customer retains all rights in and related to the Customer Data as between Customer and CXCONNECT.AI.

10.3 Non-Assertion of Rights.

Customer covenants, on behalf of itself and its successors and assigns, not to assert against CXCONNECT.AI, its Affiliates or licensors, any rights, or any claims of any rights, in any Service or Documentation.

11. CONFIDENTIALITY

11.1 Use of Confidential Information.

(a) The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel or representatives or those of its Affiliates whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of non-disclosure and non-use at least as strict as those in Section 11. Customer will not disclose the Agreement or the pricing to any third party.

(b) Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 11.

(c) The receiving party will return or destroy all Confidential Information promptly after being requested to do so by the disclosing party.

11.2 Exceptions.

The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:

(a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information;

(b) is available to the public without breach of the Agreement by the receiving party;

(d) the disclosing party agrees in writing is free of confidentiality restrictions.

11.3 Compelled Disclosure

The receiving party may disclose Confidential Information pursuant to a lawful requirement or request from a court or governmental agency (including pursuant to of stock market rule or regulation); provided that prior to making any disclosure, the receiving party will (a) give the disclosing party written notice, to the extent commercially practicable and not otherwise prohibited by law, sufficient to allow the disclosing party to seek a protective order or other appropriate remedy and (b) disclose only that portion of the Confidential Information it is required to disclose, based on advice of its counsel, to comply with such legal requirement, and will use commercially reasonable efforts to obtain confidential treatment for any of the Confidential Information so disclosed.

11.4 Publicity.

Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that CXCONNECT.AI may use Customer's name and logo in customer listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of CXCONNECT.AI's marketing efforts (including reference calls and stories, press testimonials, site visits). Customer agrees that CXCONNECT.AI may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorisations to share Customer employee contact information with CXCONNECT.AI.

12. DATA PROTECTION

12.1 Data Controller.

The Customer acknowledges that CXCONNECT.AI shall act as an independent Data Controller with respect to the processing of Personal Data that is necessary to provide its communications services and carry out its necessary functions and business as a communication services provider, including necessary measures to prevent spam and fraud and measures for control, security, and maintenance of its network, management of its business and compliance functions, consistent with its obligations under applicable laws including Data Protection Law.

12.2 Data Processor.

When CXCONNECT.AI processes Personal Data on behalf of the Customer (in accordance with Data Protection Law), CXCONNECT.AI can be qualified as a Data Processor and the Customer as a Data Controller as defined within this Agreement and the DPA applicable on the service.

(a) The parties agree that, when CXCONNECT.AI acts as a Data Processor under applicable Data Protection Law, the DPA is applicable.

(b) Each Party shall comply with applicable Data Protection Law. The Customer has the obligation to inform CXCONNECT.AI, in writing, about the Data Protection Law applicable to such processing of Personal Data for which the Customer is the Data Controller and CXCONNECT.AI is Data Processor.

(c) The Customer represents and warrants, and covenants that the Customer has and will maintain all necessary rights, licenses and consents to provide CXCONNECT.AI with Customer Data. CXCONNECT.AI may require that Customer provides evidence thereof whenever necessary and in accordance with the terms of the Agreement.

(d) The Customer acknowledges and agrees that CXCONNECT.AI may retain, store, use and disclose Customer Data to the extent necessary to provide and improve the Services and to satisfy applicable legal, accounting or regulatory requirements. CXCONNECT.AI will establish processes to ensure compliance with applicable laws.

13. MISCELLANEOUS

13.1 Severability.

If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.

13.2 No Waiver.

A waiver of any breach of the Agreement is not deemed a waiver of any other breach.

13.3 Electronic Signature.

Electronic signatures that comply with applicable law are deemed original signatures.

13.4 Regulatory Matters.

CXCONNECT.AI Confidential Information is subject to export control laws of various countries. Customer will not submit CXCONNECT.AI Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export CXCONNECT.AI Confidential Information to countries, persons or entities if prohibited by export laws.

13.5 Notices.

All notices will be in writing and given when delivered to the address set forth in an Order Form with copy to the legal department. Notices by CXCONNECT.AI relating to the operation or support of the Service, and as otherwise permitted in the GTC or an Order Form (including, but not limited to, those under Sections 2.7 and 5.1 of this GTC) may be in the form of electronic mail to Customer’s authorised representative or administrator, with such notice deemed to have been given upon dispatch from CXCONNECT.AI’s email server.

13.6 Assignment.

Without CXCONNECT.AI’s prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. CXCONNECT.AI may assign the Agreement to any of its Affiliates. Any attempted assignment in violation of the provisions of this Section will be void ab initio.

13.7 Subcontracting and use of Affiliates.

CXCONNECT.AI may subcontract parts of the Service to third parties. CXCONNECT.AI is responsible for breaches of the Agreement caused by its subcontractors. Nothing shall prevent CXCONNECT.AI from delegating the performance of any or all of its obligations under this Agreement to any Affiliate.

13.8 Relationship of the Parties.

The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.

13.9 Rights of third parties.

Except as specifically provided for in this Agreement, this Agreement does not give rise to any third party being a third party beneficiary of this Agreement or being entitled to any rights whatsoever, including, but not limited to, the right to enforce any term of this Agreement. Under this Agreement, any liability, loss or damage incurred or suffered by an Affiliate of CXCONNECT.AI in relation to the supply of the Service to, or use by, Customer pursuant to this Agreement shall be deemed to constitute a liability, loss or damage incurred or suffered by CXCONNECT.AI.

13.10 Force Majeure.

Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.

13.11 Anti-Corruption

The Parties, in addition to acting according to this Agreement, will comply with all Anticorruption and Bribery applicable legislation. Neither party nor its officers, directors, employees, agents, affiliates, delegates or representatives shall pay, offer or promise to pay or authorize the payment, directly or indirectly, of any money, gift, or any other type of favoring to an official or employee of a private organization or company, the government or a state agency, an agency or company which majority partner is a state body, a public organization, a candidate for public office or a political party, a member of a political party, any person acting in an official governmental capacity and any person or entity acting for or for the benefit of any of the parties mentioned in this paragraph, for the purpose of influencing any action or decision, whether to obtain a commercial advantage or to obtain or retain business, or to direct transactions for any person. The Parties further agree to maintain books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions undertaken and the disposition of assets; and will maintain, and provide to the other Party on request, information that is reasonably required to verify compliance with this paragraph.

13.12 Export Regulations

Customer acknowledges that the products delivered by CXCONNECT.AI under this Agreement may be controlled under applicable export and import control or sanctions laws and regulations and Customer may require an export or import license from a government authority to export, transfer or import any Hardware, Software or Documentation. Customer represents that it is not on any sanction lists such as the EU restrictive list or the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons and warrants it will only use the products for civil and peaceful use and not use the products to develop or produce conventional weapons and/or nuclear, chemical, biological weapons or missiles. Nothing in this agreement shall be read as requiring either Party to be directly or indirectly involved in export, re-export, transfer, use of goods, technology, software, or services that is prohibited by applicable export control or sanctions laws

13.13 Governing Law.

The Agreement will be governed by, and construed in accordance with, the laws of the state of Delaware, USA, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in Delaware, USA.

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one (1) year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s). CXCONNECT.AI may however bring enforcement proceedings and enforce payment obligations against the Customer in any jurisdiction.

13.14 Entire Agreement.

The Agreement constitutes the complete and exclusive statement of the agreement between CXCONNECT.AI and Customer relating to the subject matter of the Agreement and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any representation, discussion, collateral contract or other assurance except those expressly set out in the Agreement. Each party waives all rights and remedies which, but for this section, might otherwise be available to it in respect of any such representation, discussion, collateral contract or other assurance. Except as permitted under Section 3.3, this Agreement may be modified only in writing signed by both parties. The Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order furnished by one party to the other, and any additional terms and conditions in any such purchase order shall have no force and effect, notwithstanding the non-furnishing party’s acceptance or execution of such purchase order.

Glossary

1.1 “Affiliate” means CXCONNECT.AI or any legal entity in which Customer or CXCONNECT.AI, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.

1.2 “Agreement” means an Order Form and documents incorporated into an Order Form.

1.3 “Confidential Information" means

(a) with respect to Customer: (i) Customer marketing and business requirements, (ii) Customer implementation plans, and/or (iii) Customer financial information, and

(b) with respect to CXCONNECT.AI: (i) the Service, Documentation, and (ii) information regarding CXCONNECT.AI research and development, product offerings, pricing and availability.

(c) Confidential Information of either CXCONNECT.AI or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential in writing at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.

(d) Confidential Information does not include Customer Data which will be subject to CXCONNECT.AI’s obligations in Section 3.3 of the GTC.

1.4 “Customer Data” means any content, messages, data and/or information that Customer delivers or uploads to the CXCONNECT.AI Network or to a Service or provides via a Service. Customer Data and its derivatives will not include CXCONNECT.AI’s Confidential Information nor any usage data that arises or CXCONNECT.AI generates in the supply of the Service.

1.5 “Data Controller” means given to it in the GDPR.

1.6 “Data Processor” means given to it in the GDPR.

1.7 “Data Processing Agreement” is the Data Processing Agreement (“DPA”) applicable on the Services, and of which the most recent version can be found at https://www.CXCONNECT.AI.com/data-protection-agreement/.

1.8 “Data Protection Law” means the relevant laws and other regulations applicable to the collection, use, storage, disclosure or otherwise processing personal data (such as but not limited to and as far as applicable the General Data Protection Regulation or the “GDPR”), the California Privacy Rights Act (the “CPRA”) and California Consumer Privacy Act (the “CCPA”) and as further defined within the DPA.

1.9 “Documentation” means CXCONNECT.AI's then-current technical and functional documentation as well as any service descriptions and roles and responsibilities descriptions, if applicable, for the Service which is made available to Customer with the Service.

1.10 “Excluded Event(s)” means any of the following: (i) a fault in, or any other problem associated with, systems not operated or managed by CXCONNECT.AI; (iii) any breach of the Agreement by the Customer or a third-party within the Customer’s direct control or any third party supplier to the Customer;(iv) any act by the Customer which interferes with or impedes the supply and support of the Service; (v) any suspension of the Service in accordance with the terms of the Agreement; or (vi) any other circumstances caused by events for which CXCONNECT.AI is not liable in accordance with the terms of the Agreement.

1.11 “General Data Protection Regulation” or “GDPR” the General Data Protection Regulation (EU) 2016/679 of the European Parliament and the Council, as amended, supplemented and/or varied from time to time.

1.12 “Indemnity” means any section within an Order Form, Supplement or GTC identified as an indemnity either by its wording or its heading.

1.13 “Intellectual Property Rights” means copyrights, database rights, patents, patent applications, patent rights, trademarks, trademark applications, trademark registrations, trademark rights, trade secrets, rights in know-how and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).

1.14 “Order Form” means the ordering document for a Service that references the GTC.

1.15 “Personal Data” information about an individual that is defined as “personal data” or “personal information” as defined within the DPA and, if necessary, further defined within in the applicable Data Protection Law, such as but not limited to the GDPR

1.16 “Service” means any distinct service or services that CXCONNECT.AI provides pursuant to an Order Form including any support associated with such service or services.

1.17 “CXCONNECT.AI Network” means the digital networks (wireless or otherwise), server(s), hardware, software and/or any other equipment that CXCONNECT.AI owns, operates or leases, in its sole discretion, in connection with the supply of the Service and including any extranet access provided by CXCONNECT.AI in connection with the supply of the Service.

1.18 “Supplement” means the Supplemental Terms and Conditions that apply to the Service and that are incorporated in an Order Form.

1.19 “Term” means the term identified in the applicable Order Form, including all renewals.