Customer Saas Agreement - US

CUSTOMER SAAS AGREEMENT

Version 2.2.25 / 2025 

This agreement (this “Agreement”) describes the terms and conditions pursuant to which Bubty will make the Services (as defined below) available to the entity identified as the Customer on the Order Form. Each party to this Agreement may individually (also) be referred to as a “Party” and collectively as the “Parties.”

By executing this Agreement or an Order Form that references this Agreement or by using the Services, Customer agrees to the terms of this Agreement as of the Effective Date (as defined below). 

1. DEFINITIONS AND INTERPRETATION

For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows:

1. Acceptable Use Policy or “AUP” means the policy setting out additional terms and conditions governing Customer’s and Users’ use of the Services, which can be found at the Site or as otherwise notified by Bubty to the Customer.

2. Access Credentials means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API.

3. Additional Services means the services to be provided by Bubty to Customer as described in an Order Form or SOW, which may include, without limitation, engineering, installation, design, customization, development, white labeling, training, consulting, analysis, or general IT services. 

4. Additional Services Terms and Conditions means the Additional Services Terms and Conditions Annex attached to this Agreement as Annex A. In case of conflict or inconsistencies between the body of this Agreement and the Additional Services Terms and Conditions, the Additional Services Terms and Conditions will prevail. Any deviation from the Additional Services Terms and Conditions is valid only if and agreed upon by and between the Parties in writing.

5. Affiliate of a Party means any corporation or other entity that such Party directly or indirectly controls, is controlled by, or is under common control with. In this context, a Party “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for (i) the board of directors, or (ii) other mechanism of control for such corporation or other entity.

6. Agreement means this Agreement, including any terms and conditions or policies referenced herein and any annexes, schedules and addenda hereto.

7. API means the application programming interface for the Hosted Services provided by Bubty and made available to Customer.

8. Business Day means any weekday other than a federal holiday in the United States. 

9. Confidential Information means information maintained in confidence by a Party, information which is marked as such, or information whether written or oral that by its nature would be understood, by a reasonable person under the circumstances, to be confidential information of a Party. For the avoidance of doubt, the specific content of this Agreement, details of the Platform, supporting documentation, the Hosted Services, any data or information transmitted by Customer through the Platform or used by Customer for or in connection with the Services and the results of any performance tests will be regarded as Confidential Information.

10. Customer Data means all data, works and materials uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to Bubty for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer, but excluding analytics data relating to the use of the Platform, server log files and Anonymous Data (as defined in Section 7.2); Customer Data may include Personal Data that is processed by Bubty on behalf of the Customer pursuant to this Agreement.

11. Dashboard means Customer’s portal available on the Site.

12. Data Protection Laws means all applicable federal, state and foreign data protection, privacy and data security laws, as well as applicable regulations and formal directives intended by their nature to have the force of law. 

13. Deliverable means any work or functionality created by Bubty specifically for Customer under the Agreement, as specified in the applicable Order Form or SOW.

14. DPA means the Data Processing Agreement set forth on the Site. In case of conflict or inconsistencies between the data protection-related provisions of the Agreement and the DPA, the provision in the DPA shall control. Any deviation from the DPA is valid only if and agreed upon by and between the Parties in writing.

15. Effective Date means the earlier of the date at which (i) both Parties execute an Order Form or (ii) Customer starts using the Services.

16. End-user means the private individual who ultimately receives the communications sent by Customer (or its Affiliates) via the Services.

17. Feedback means input, comments or suggestions from or on behalf of Customer or any of its Affiliates to Bubty or any Bubty Affiliate, regarding Bubty’s business and technology or the possible creation, modification, correction, improvement or enhancement of the Services, Platform or Licensed Material.

18. Fees means the fees payable by Customer to Bubty pursuant to this Agreement and any other agreement relating to the Services, including without limitation: (i) Subscription Fees, charges and other payable amounts specified in an Order Form; (ii) transactional charges and other payable amounts in connection with Additional Services provided by Bubty; (iii) charges and payable amounts as may be agreed in writing by the Parties from time to time; and (iv) charges calculated by multiplying Bubty’s time-based charging rates by the time spent by Bubty’s personnel performing Services. 

19.  Force Majeure means an event or circumstance which occurs after the date of this Agreement that (i) is beyond the reasonable control of the affected Party, (ii) the affected Party could not reasonably have protected against before entering into this Agreement, (iii) is not attributable to the affected Party, (iv) having arisen, could not reasonably have been avoided or overcome by the affected Party, and (v) renders the affected Party unable to comply totally or partially with its obligations under this Agreement. 

20. Hosted Services means all services provided by Bubty to the Customer through the Platform and as updated by Bubty from time to time. 

21. Inappropriate Content means, collectively, any content that (i) is sent to an End-user that is unsolicited, including without limitation, “junk mail”, “bulk email”, spam or other unsolicited material; or (ii) qualifies as spam under any applicable laws and regulations; or (iii) potentially causes the introduction of harmful computer programs or code in the Platform or End-user’s devices; or (iv) violates any legal, regulatory, self-regulatory, governmental, statutory or telecommunication network operator’s requirements or codes of practice, or applicable third party terms; or (v) is unlawful, pornographic, abusive, racist, obscene, offensive, threatening, harassing, defamatory, discriminatory, misleading or inaccurate; or (vi) is harmful or malicious content, including but not limited to hate speech, and any other material that Bubty reasonably believes degrades, intimidates, encourages violence against, or foments prejudicial action against anyone based on gender, race, disability, geographic location or other discrimination reason; or (vii) infringes the intellectual property rights of any person or entity; or (viii) is illegal in any other way.

22. Licensed Material means the Hosted Services, the API, the User Interface, the Solution, Deliverables and the User Guide.

23. Malicious Code means viruses, worms, time bombs, Trojan horses and any other harmful or malicious code, files, scripts, agents or programs.

24. Non-Bubty Applications means online applications and offline software products provided by entities or individuals other than Bubty and that interoperate with the Services.

25. Order Form means a document, or a series of documents executed by Customer in relation to a Subscription or Additional Services and Deliverables. An Order Form may also be referred to as “Statement of Work” or “SOW” or “Confirmed Proposal”. Executed Order Forms shall be deemed incorporated into this Agreement by reference.

26. Personal Data means personal data (or like term) as defined under any of the Data Protection Laws.

27. Platform means the platform managed by Bubty and used by Bubty to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed.

28. Product means Bubty’s online web-based contingent workforce management system.

29. Services means all services and subscriptions provided by Bubty to Customer including without limitation Hosted Services, Additional Services, the API, the Dashboard, the Solution, maintenance and support services, but excludes any Non-Bubty Applications.

30. Site means Bubty’s web domains, available at www.bubty.com.

31. SLA means Bubty’s Service Level Agreement available at https://bubty.com/in-legal/bubty-standard-service-level-agreement-sla. 

32. Solution means the prepackaged and preconfigured components of the Platform designed to execute a predefined process and produce a specific result which uses the Platform and enables Customer to communicate with its clients. 

33. Subscription means the plan Customer elects for access to and/or use of the Hosted Services.

34. Subscription Fee(s) means the recurring fees Customer is charged for the Subscription.

35. Subscription Period means the agreed fixed period applicable to a Subscription (including all renewal periods). 

36. Supported Web Browser means the current release from time to time of Microsoft Edge, Google Chrome or Apple Safari.

37. User Guide means the online user guide for the Services, accessible on login, as updated from time to time by Bubty.

38. User Interface means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

39. Users means individuals who are authorized by Customer to use the Services, for whom Subscriptions to the Services have been ordered, and who have been supplied user identifications and passwords by Bubty. Users may include but are not limited to Customer’s employees, consultants, contractors and agents, and third parties with which Customers transact business.

Any reference in this Agreement to:

a "person" includes a reference to an individual person, a private legal entity, partnership, firm or a government agency and that person's successors in title and permitted assigns and transferees; acting directly or indirectly shall include, without prejudice to the generality of that expression, references to acting alone, jointly with, or on behalf of, by means of, or by the agency of any other persons;

the words "hereof", "hereby", "hereunder" and "herein" shall, when used in this Agreement, refer to this Agreement (as a whole and not to any particular provision);

the words "written" or "in writing" includes all forms of visible reproduction in permanent form, including electronic messages;

the words "including" and "in particular" and any similar words or expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions;

the word “will” expresses an obligation equivalent to “shall”;

Annexes, Schedules, referenced terms and conditions or policies on the Site, and any other attachments to this Agreement shall be read as if incorporated herein and shall have the same force and effect as any other provisions of this Agreement;

words denoting the singular number only shall include the plural and vice versa, except where the context requires otherwise;

sections of annexes or schedules are to be construed as a reference to a section in or to such annexes or schedules to this Agreement, except where the context requires otherwise;

a law, provision of law or regulation includes a reference to that law, provision of law or regulation as amended or re-enacted from time to time, as well as to the law, provision of law or regulation by which it is replaced;

any Party to this Agreement includes a reference to its successors and permitted assigns under this Agreement; and

this Agreement (or any other document) shall be construed as a reference to this Agreement (or that other document) as amended, supplemented, substituted or novated in accordance with the terms thereof at any time and from time to time.

2.  PROVISION OF SERVICES

1. Hosted Services. In respect of the Hosted Services Bubty shall provide, or shall ensure that the Platform will provide, to the Customer upon the Effective Date the Access Credentials necessary to enable the Customer to access and use the Hosted Services by means of the User Interface and the API for the business purposes of the Customer.

2. Subscriptions. Services purchased as Subscriptions may be accessed by no more than the specified number of Users. Additional User Subscriptions may be added during the applicable Subscription term at the same pricing as that for the pre-existing Subscriptions thereunder, prorated for the remainder of the Subscription Period in effect at the time the additional User Subscriptions are added; the added User Subscriptions shall terminate on the same date as the pre-existing Subscriptions. User Subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services. Customer remains liable for the actions and omissions of its Users in connection with the Users’ use of the Services.

3. Additional Services. Customer may request Bubty to provide Additional Services (including the development of Deliverables) beyond those outlined in the Order Form, such as the development of additional integrations or features or the provision of freelance compliance or payment services. All such requests will be considered by Bubty and, if Bubty agrees to perform such Additional Services, the terms and associated Fees will be set forth in an SOW to be agreed by the Parties. If Customer submits a purchase order for Additional Services, such order shall not be binding upon Bubty until the Parties execute an agreed SOW. All SOWs will be governed by the terms and conditions of this Agreement, superseding any pre-printed terms and/or conditions within such order. Bubty may utilize subcontractors in its provision of the Additional Services, provided that Bubty shall remain liable for all subcontractor acts and omissions related to providing such Additional Services. Some Additional Services may require Bubty to collect from Customer, and Customer agrees to provide, certain information necessary for Bubty to comply with Know Your Customer (or “KYC”) requirements, which information may include information about Customer’s officers, directors, and Affiliates and other Customer personnel or representatives. 

4. Additional Services Terms and Conditions. The Additional Services Terms and Conditions attached hereto as Annex A apply to all Additional Services. 

3. SERVICES SETUP AND OPERATION

1. Availability of Hosted Services. The Hosted Services shall be made available by Bubty subject to any unavailability caused by circumstances beyond Bubty’s reasonable control, including any Force Majeure events as contemplated and any computer, communications, Internet service or hosting facility failures or delays involving hardware, software, power or other systems not within Bubty ’s possession or reasonable control, and denial of service attacks. The Services may be temporarily limited, interrupted or curtailed due to maintenance, repair, modifications, upgrades or relocation. Bubty shall attempt to notify Customer of scheduled and unscheduled network outages that are expected to last more than four (4) hours and that may affect the Services. Bubty shall be entitled to change the Services during the Term provided that Bubty will not materially reduce the capabilities provided by the Services. 

2. Service Level Agreement. Bubty will provide the Services in a manner consistent with technology industry standards, which includes reasonable service interruptions due to scheduled maintenance, unscheduled emergency maintenance, or because of other causes beyond Bubty’s  reasonable control, as more particularly described in the SLA.  

3. White Labelling. If agreed with Customer, Bubty shall brand the Services with Customer-specific branding. In any such case the Services shall, unless specifically agreed otherwise in writing, also be branded with “powered by Bubty” or such other marks and logos as the Parties mutually agree. The Services shall in all cases retain any relevant patent, copyright and/or other intellectual property notices as may be determined to be appropriate by Bubty. Customer shall provide, in softcopy/electronic format as reasonably specified by Bubty, the Customer-specific branding to be used to white-label the Services, and Customer hereby grants Bubty a license to use Customer’s name, logo, trademarks, service marks and any other marks for such white-labeling purposes (collectively, the “Customer Marks”). Bubty shall provide Customer with access to the white-labeled Services to review prior to making any production versions of the white-labeled Services commercially available for use by Customer. Customer shall use commercially reasonable efforts to promptly review the white-labeled Services. The Customer-specific branding will be applied to the Services by Bubty for the Fees specified in the applicable Order Form for such Additional Services. Except as otherwise expressly set forth in this Agreement or agreed by the Parties, Bubty shall use the Customer Marksany Customer-specific branding materials provided to Bubty only for the purposes of re-branding the Services as contemplated in this Section 3.3 in connection with the operation of the white-labeled Services. Except for the foregoing limited rights, Customer shall retain all right, title and interest in the Customer Marks-specific branding provided to Bubty.

4. Acquisition of Non-Bubty Products and Services. Bubty or third parties may from time to time make available to Customer third-party products or services, including but not limited to Non-Bubty Applications and implementation, customization and other consulting services. Any acquisition by Customer of such non-Bubty products or services, and any exchange of data between Customer or its customers and any non-Bubty provider, is solely between Customer or the applicable customer, as the case may be, and the applicable non-Bubty provider. Bubty does not warrant or support non-Bubty products or services, whether or not they are designated by Bubty as “certified” or otherwise, except otherwise agreed in writing. Subject to Section 3.6, no purchase of non-Bubty products or services is required to use the Services except a supported computing device, operating system, Supported Web Browser and Internet connection.

5.  Non-Bubty Applications and Customer Data. If Customer or any of its customers installs or enables Non-Bubty Applications for use with the Services, Customer acknowledges that Bubty may allow providers of those Non-Bubty Applications to access Customer Data as required for the interoperation of such Non-Bubty Applications with the Services. Bubty shall not be responsible or liable for any disclosure, modification or deletion of any Customer Data resulting from any such access by Non-Bubty Application providers. 

6. Integration with Non-Bubty Services. The Services may contain features designed to interoperate with Non-Bubty Applications. To use such features, Customer may be required to obtain access to such Non-Bubty Applications from their providers. If the provider of any such Non-Bubty Application ceases to make the Non-Bubty Application available for interoperation with the corresponding Service features, Bubty may cease providing such Service features without entitling Customer to any refund, credit, or other compensation.

4. PRODUCT UPDATES, MAINTENANCE AND SUPPORT 

1. Product Updates. Bubty may, in its sole discretion, make enhancements, updates or new releases of the Product available through the Hosted Services from time to time to, inter alia, enhance or improve the functionality or operation of the Product or comply with legislative requirements (“Product Updates”). Bubty will upload any Product Updates for access and use by the Customer as soon as reasonably practicable following the creation and general release of such Product Updates by Bubty. Customer acknowledges that additional downtime for the Bubty Service over and above the agreed service levels may apply in the event that Bubty is required to upload Product Updates. The Product Updates will be provided free of charge subject to all outstanding Fees having been fully paid by the Customer. Use of the Product Updates by the Customer will be subject to the same terms and conditions as use of the Product under this Agreement.

2. Maintenance Services. Bubty will perform such routine maintenance services as it considers necessary to ensure the proper functioning of the Hosted Services. Bubty shall use commercially reasonable efforts to give to the Customer at least 3 Business Days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services. Customer acknowledges that it is solely responsible for the support and maintenance of any computer hardware and non-Bubty software operated by Customer.

3. Support. Bubty will provide the Users with the agreed basic technical support in relation to the Product and the Hosted Service (“Technical Support”) in accordance with and described in the SLA. When reporting errors to Bubty, the Users must provide an accurate description of the problems encountered including error messages and an accurate impact of the problem in order to facilitate the necessary corrective action by Bubty.

4. Support of Custom Created Integrations. While Bubty supports custom-created integrations on its Platform, Bubty’s provision of support is limited to the software and functionality provided by Bubty and within Bubty’s direct control. 

5. CUSTOMER OBLIGATIONS

1. General Restrictions. Customer shall not (and shall not allow any third party to): 

1. sub-license its right to access and use the Services, sell, resell, rent or lease the Services; permit any unauthorized person or application to access or use the Services or make the Services available to anyone other than Users;

2. modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services except to the extent that enforcement of the foregoing restriction is prohibited by applicable law;

3. circumvent any User limits or other timing, use or functionality restrictions built into the Services;

4. remove any proprietary notices, labels, or marks from the Services (except to the extent Customer is so permitted to for the purposes of re-branding the Services);

5. frame or mirror any content forming part of the Services; 

6. access the Services to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services;

7. use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or to store or transmit Malicious Code;

8. interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or 

9. attempt to gain unauthorized access to the Services or their related systems or networks.

2. Access Security Obligations. The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorized person or application may gain access to the Hosted Services by means of the Access Credentials. The User Interface may only be used through a Supported Web Browser and may only be used by the officers, employees, agents and authorized subcontractors of the Customer. The API may only be used by an application, or applications approved by Bubty in writing and controlled by Customer. 

3. Acceptable Use Policy Obligations. The Customer must comply with Bubty’s Acceptable Use Policy, which is available on the Site, and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with Bubty’s Acceptable Use Policy. Customer acknowledges that Bubty reserves the right to change or modify any of the terms and conditions of the Acceptable Use Policy. Bubty will make reasonable efforts to notify Customer of such changes, which may include posting an announcement on the website, in-application notices, or via email. 

4. End-user Agreement. Customer shall provide to Bubty for posting on the white-labeled site an agreement to be accepted by End-users that must at a minimum:  (a) completely disclaim Bubty’s liability to such End-users for all matters arising out of or related to this Agreement or the Services to be provided hereunder to the extent permissible by law and require End-users to look solely to Customer with respect to such matters; (b) require End-users to agree that all use of the Services shall be in compliance with all applicable laws, rules and regulations and the Acceptable Use Policy; (c) protect Bubty’s proprietary rights in the Services to at least the same degree as the terms and conditions of this Agreement; (d) make no representations or warranties on behalf of Bubty; and (e) not grant any rights to End-users beyond the scope of this Agreement. Customer is ultimately responsible for its relationship with its End-users and for resolution of all End-user disputes regarding the Services. Bubty shall be a third-party beneficiary of the provisions in the End-user agreement relating to the foregoing subsections (a) through (e) herein, to the extent permitted by applicable law.

5. Other Obligations. Customer shall be solely responsible for its use of the Services and the operation of its underlying business. Bubty shall not be liable for actions of Customer that may result in any liability due to unlawful, unauthorized, negligent or malicious use of the Services. Customer shall be responsible for the accuracy, quality and legality of the Customer Data, the legality of the means by which it was acquired, and the legality of the provision of the Customer Data to Bubty for processing under this Agreement. Customer shall (i) maintain commercially reasonable administrative, physical, and technical safeguards to prevent unauthorized access to or use of the Services and shall notify Bubty promptly of any such unauthorized access or use; and (ii) comply with all applicable local, state, provincial, federal and foreign laws in respect to the Services, including without limitation, (a) those governing telephone, text and e-mail communications such as but not limited to the Telephone Consumer Protection Act of 1991 and all related guidance of the Federal Communications Commission, (b) those governing tracking of individuals’ internet use, (c) those governing securing the information which they provide, and (d) all applicable laws governing employment and hiring. Although Bubty has no obligation to monitor Customer’s use of the Services, Bubty may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.  

6. Information Obligations. Customer shall provide promptly all information reasonably requested by Bubty (i) to confirm Customer’s compliance with its obligations under this Agreement, the applicable laws and regulations; or (ii) in response to any request made by any legal, regulatory, self-regulatory, governmental authority, supplier, or operator of a telecommunication network or system.

6. PROPRIETARY RIGHTS, LICENSE

1. License. Bubty hereby grants to Customer a worldwide personal, non-exclusive, non-transferable license during the Term of this Agreement to use the Licensed Material solely for its internal business purposes. Customer has the right to access and use the Licensed Material subject to the terms of this Agreement. Customer will not sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Licensed Material to any third party. This restriction does not apply to the use of the Services by Customer’s Affiliates, provided that Customer remains liable for the actions and omissions of its Affiliates in connection with the Affiliates’ use of the Services. 

2. Feedback. Where the Customer had no obligation to provide Bubty with Feedback, if Customer provides Bubty with Feedback, Bubty shall have an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, communicate, reproduce, publish, display, distribute and exploit such Feedback for any purpose without notice, restriction or remuneration to Customer. Bubty shall have no obligation to incorporate such Feedback into its software products and/or services. Customer will not provide Bubty with any Feedback that is subject to third-party intellectual property rights. 

3. Trademarks, Logos, Trade Names. Bubty shall have the right to use Customer’s name and logo to identify Customer as a customer of Bubty on Bubty’s website and marketing materials. Except as set forth in Section 3.3 and this Section 6.3, neither Party shall use the trademarks, logos or trade names of the other Party for any other purpose without the prior written consent of the other Party.

7. DATA 

1. Personal Data Protection. All Personal Data shared between the Parties shall only be used for the purposes of this Agreement. Each Party shall comply with their respective obligations under the Data Protection Laws. Any compliance by Bubty with any data protection regulations other than the Data Protection Laws is only valid if separately agreed in writing. Customer shall provide to Bubty for posting on the white-labeled site a privacy policy that discloses fully and accurately Customer’s data handling practices, including the processing of personal data by its services providers, that complies with all Data Protection Laws. Customer shall ensure that it has provided all required notice and obtained all required and valid consents under the Data Protection Laws for the processing of personal data by Bubty for the performance of the Services. Customer acknowledges that Bubty has the right to monitor and intercept any electronic communications sent or received by Customer under the Services for the purpose of verifying compliance under this Agreement. To the extent Bubty processes Personal Data on instruction of Customer, Bubty shall comply with the DPA. In no event shall the provision of assistance by Bubty or the posting of a Customer-provided privacy policy as required under this Section 7.1 be deemed to be or construed as legal advice. 

2. Customer Data. Customer grants Bubty (a) the right to use the Customer Data on an identifiable basis solely to provide the Services in accordance with this Agreement, including services ancillary thereto, such as troubleshooting and support; and (b) a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual and irrevocable license during the Term and thereafter to use anonymized Customer Data that is aggregated with anonymized data of other Bubty customers (“Anonymous Data”) in order to improve and enhance the Services. For clarity, Anonymous Data shall not be identifiable to any customer or to any End-user. Subject to the limited rights granted to Bubty pursuant to this Agreement, Bubty acquires no right, title or interest from Customer under this Agreement in or to Customer Data, including any intellectual property rights therein. Bubty shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Bubty shall not (a) modify Customer Data except to the extent required to provide the Services, (b) disclose Customer Data except as compelled by law in accordance with Section 9 or as expressly permitted in writing by Customer, or (c) access Customer Data except to provide the Services and prevent or address service or technical problems, or at Customer’s request in connection with Customer support matters.

8. PAYMENT TERMS AND TAXES

1. Fees. Customer will pay the Fees and any other fees due and payable to Bubty under this Agreement in the manner specified in the Order Form or as otherwise invoiced to the Customer by Bubty from time to time. Except as otherwise specified in this Agreement, (i) Fees are based on User licenses purchased for the Services and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) the number of User Subscriptions purchased cannot be decreased during the relevant Subscription Period. Subscription Fees are based on monthly periods that begin on the Subscription start date and each anniversary thereof; therefore, Fees for Subscriptions added in the middle of a period will be charged for that full period and the periods remaining in the Subscription Period. 

2. Upgrade and Downgrade of Subscription. Customer may upgrade its Subscription at any time. For downgrading, the following conditions apply (a) Customer may change the Subscription upon thirty (30) days’ notice in writing to Bubty; and (b) Customer may not request to downgrade to a lower-tier Subscription within 12 months from the date of the signed Order Form. In the event Customer decides to upgrade its Subscription, the relevant Subscription Fees of the higher-tier Subscription shall apply pro-rata for the remainder of the Subscription Period and for any renewal thereafter. 

3. Payment Terms. All payments under this Agreement shall be made within 30 Business Days after the receipt of the applicable invoice. All amounts are payable in United States dollars, unless otherwise agreed in writing. Bubty shall not be responsible for foreign exchange rate fluctuations. Overdue payments are subject to interest charges of 1% per month or the highest percentage permitted by law, whichever is less. If Customer has been delinquent in its payments, Bubty may condition future Subscription renewals on prepayment or payment terms shorter than those specified in this Section 8.3.

4. Suspension of Services and Acceleration. If any amount owing by Customer under this or any other agreement for the Services is overdue, Bubty may, without limiting Bubty ’s other rights and remedies, accelerate Customer’s unpaid Fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend provision of the Services to Customer and the End-users until such amounts are paid in full. Bubty will give Customer at least seven (7) days prior notice that its account is overdue, before suspending the Services.

5. Taxes. Unless otherwise stated, the Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases pursuant to this Agreement. If Bubty has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Bubty with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Bubty is solely responsible for taxes assessable against Bubty based on its income, property and employees.

9. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

Each Party (as the “Receiving Party”) shall use the Confidential Information of the other Party (the “Disclosing Party”) only for the provision or receipt of Services and shall share this information only on a “need-to-know” basis with its employees, Affiliates and other contractors, provided that they are under a legal obligation to keep the Confidential Information confidential. The Receiving Party will maintain the Confidential Information as it does its own such information, and with no less than a reasonable degree of care. The Receiving Party may disclose Confidential Information in connection with a competent judicial or administrative proceeding to the extent that such disclosure is compelled by law or court, provided that the Receiving Party (a) to the extent permitted by law, gives prompt notice to the Disclosing Party and (b) uses reasonable efforts to minimize such disclosure. A Disclosing Party’s Confidential Information does not include information that (a) is or becomes publicly known other than through unauthorized disclosure; (b) is lawfully disclosed to the Receiving Party by a third-party without restriction on disclosure; or (c) is independently developed by the Receiving Party, which independent development can be shown by reasonable written evidence. Notwithstanding termination or expiration of this Agreement, the obligation of confidentiality set forth herein shall be in force for a period of three (3) years from the termination of this Agreement, provided, however, that notwithstanding the foregoing, all trade secrets disclosed by the Disclosing Party shall be held in confidence for as long as the information is protected by applicable trade secret law. Upon any termination of this Agreement, the Receiving Party will promptly return to the Disclosing Party or destroy, at the Disclosing Party’s option, all of the Disclosing Party’s Confidential Information. Each Party acknowledges that due to the unique nature of the other Party’s Confidential Information, the Disclosing Party may not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the Disclosing Party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.

10. WARRANTIES AND DISCLAIMERS

1. Warranties. Each Party warrants to the other Party that: (i) such Party is a business duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) such Party has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (iii) the execution, delivery, and performance of this Agreement constitutes the legal, valid, and binding agreement of such Party; (iv) there is no outstanding litigation, arbitrated matter or other dispute to which such Party is a party, which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on such Party’s ability to fulfill its obligations under this Agreement; and (v) no consent, approval or withholding of objection is required from any entity, including any governmental authority, with respect to such Party’s entering into this Agreement. Subject to limitations set forth in this Agreement or otherwise agreed between the Parties, Bubty warrants that (i) the Services shall perform materially in accordance with the User Guide; (ii) the functionality of the Services will not be materially decreased during a Subscription Period; and (iii) Bubty will not transmit Malicious Code to Customer, provided that if Customer or a User uploads a file containing Malicious Code into the Services and later downloads that file, this warranty shall not apply to such file. Subject to limitations set forth in this Agreement or otherwise agreed between the Parties, Customer warrants that it will not transmit Malicious Code to Bubty.

2. Disclaimer. Except as specifically set forth in this Section 10, the Services and the User Guide are provided “as is” and “as available”, and Bubty and its licensors and/or suppliers make no other representations and give no other warranties or conditions, express, implied, statutory, or otherwise regarding the Services and/or the User Guide provided under this Agreement and specifically disclaims any and all implied representations, warranties and/or conditions of merchantability, merchantable quality, non-infringement, durability, title and fitness for a particular purpose. While Bubty does not represent or warrant that the Services and/or the User Guide will be error-free or work without interruptions, it will endeavor to fix any issues that arise relating to Platform interruptions. In addition, no information, deliverable or functionality of the Solution is intended to, and shall in no event be deemed or construed to, be legal advice.

11. THIRD PARTY CLAIM INDEMNITIES 

1. Bubty IP Indemnity. Bubty will defend, indemnify and hold Customer harmless from and against any claim by a third party and related fees and expenses (including reasonable attorney’s fees) made or brought against Customer regarding the Services, as made available by Bubty under this Agreement to Customer, if the Services infringe such third party’s patents, copyrights, trademarks, or other proprietary right under the laws of the United States (“IP Claims”) and Bubty shall pay all damages finally awarded by a court of competent jurisdiction to such third party against Customer, or any settlement amounts agreed by Bubty in writing. If Bubty has reason to believe that it would be subject to an injunction or continuing damages based on the Services, then Bubty shall be entitled to either modify the Services to make it non-infringing and/or remove the material alleged to be infringing, replace the Services or portion thereof with a service or materials that provide substantially the same functionality or information, or, if neither of the foregoing is commercially practicable, require Customer to cease receiving and/or using the Services, as the case may be, and refund to Customer (a) a pro-rata portion of any one (1) time Fees (based on a three (3) year, straight-line depreciation schedule from the date of payment), and (b) any Fees that have been pre-paid by Customer but are unused. The above defense and indemnification obligations do not apply to the extent a claim arises from or relates to (i) Customer Data, (ii) End-user Data, (iii) Non-Bubty Applications, (iv) Customer’s or any User’s breach of this Agreement, (v) any modifications of the Service by or for Customer, (vi) the use of Service in combination with another product or service not provided by Bubty, or (vi) the failure to timely implement any modifications, upgrades, replacements or enhancements made available by Bubty to Customer. The foregoing is Bubty ’s sole and exclusive liability, and Customer’s sole and exclusive remedy for any infringement or misappropriation of any third-party intellectual property rights.

2. Customer Indemnity. Customer shall be fully responsible, shall hold Bubty fully harmless and shall fully reimburse Bubty and its Affiliates (the “Bubty Indemnified Parties”) against any claim and related fees and expenses (including reasonable attorney’s fees, fines any sanctions imposed on Bubty) made or brought against them by any third parties (including End-users, and/or regulatory authorities) resulting from (i) any allegation that the use of the Services by Customer results in any violation, misappropriation or infringement of the rights (including privacy rights) of any third party (including End-Users), or violates any law, rule or regulation, (ii) any allegation that the Customer Marks violate, misappropriate or infringe the intellectual property rights of a third party; (iii) any content, in particular any Inappropriate Content, transmitted by Customer, (ivii) any use of Non-Bubty Applications, (iv) the provision, use or failure of any product or service provided by Customer, or (vi) any representations or warranties made by Customer in respect of the Services or any portions thereof beyond those authorized by this Agreement, and Customer shall pay all damages finally awarded by a court of competent jurisdiction to such third party against any of the Bubty Indemnified Parties, or any settlement amounts agreed by Customer in writing. Customer shall not be liable for any settlement amounts entered into by Bubty without Customer’s prior written approval.

3. Indemnification Procedures. The indemnifying Party’s obligations are conditioned upon the indemnified Party (i) giving the indemnifying Party prompt written notice of the claim to the extent possible, and (ii) granting full control of the defense and settlement to the indemnifying Party (provided however, the indemnified Party may participate with counsel of its choosing at its own expense and the indemnifying Party may not settle any claim in a manner that adversely affects the indemnified Party’s rights or admits liability on the part of the indemnified Party without the indemnified Party’s prior written consent) and (iii) providing full reasonable assistance and cooperation in the discovery, preparation, settlement or defense of the relevant claim.

4. Indemnity Claim Notice. The indemnified Party shall give written notice (a “Claim Notice”) to the indemnifying Party of any claims and liabilities that might give rise to such claim under this Section 11, which notice shall state the nature and basis of such claim and the amount thereof, to the extent the indemnified Party knows such matters. The failure of any indemnified Party to give the Claim Notice as provided herein shall not relieve the indemnifying Party of its obligations under this Section 11 except to the extent that the indemnifying Party is materially prejudiced thereby.

5. Duty to Mitigate. Any indemnified Party shall act in good faith and in a commercially reasonable manner to mitigate any damages or losses they may suffer.

12. LIMITATION OF LIABILITY

1. Exclusion of Liability. Bubty shall in no way or manner be held responsible or liable to Customer, its contractual partners or End-users for (i) faults, errors or delays in the delivery, transmission, re-transmission or reception of the Services or any parts thereof, except as expressly provided under the SLA; or (ii) for any content, in particular any Inappropriate Content, transmitted by Customer. Bubty shall not be liable for any direct or indirect tax, accounting, legal or other consequences resulting from this Agreement, and the provision of the Services does not constitute and is not intended to constitute or replace tax, accounting, legal or other advice.

2. Limitation of Liability. 

1. Except as otherwise expressly provided in this Agreement, no Party shall be liable (whether in contract, tort, including negligence, or otherwise) for: (i) indirect, consequential, special, punitive or incidental damages, whether foreseeable or unforeseeable; (ii) the costs of procurement of substitute goods or services, or (iii) loss of revenue, loss of profit, loss of business (opportunities), loss of anticipated savings or loss of data or damages resulting from third-party claims however caused and under any theory of liability. 

2. Bubty’s aggregate liability to Customer for all claims arising from or relating to the Agreement or the Services, whether in contract, tort, or otherwise, will not exceed the total amount of all Fees paid to Bubty in accordance with the Agreement and all orders hereunder during the six (6) months immediately prior to the date upon which any such liability arises. Customer acknowledges and agrees that the allocation of the risks under this Agreement is the essential purpose of this clause and that the Fees would be substantially higher if Bubty were to assume any further liability other than as set forth in this Agreement. 

3. Exceptions to Limitations of Liability. The limitations set forth in this Section 12 do not apply to the indemnities provided in Section 11 (Third Party Claim Indemnities) and any liability resulting from a breach of Section 9 (Non-disclosure and Confidential Information); provided, however, that notwithstanding anything to the contrary in this Agreement, Bubty’s aggregate liability for breaches of confidentiality with respect to personal information and/or a personal data breach or security incident will not exceed one and a half (1.5) times the total amount of all Fees paid to Bubty in accordance with this Agreement and all orders hereunder during the six (6) months immediately prior to the date upon which any such liability arises.

13. TERM AND TERMINATION

1. Term of this Agreement. This Agreement shall begin upon the Effective Date and continue for so long as an Order Form or Subscription Period is in effect (the “Term”). Upon the expiration or termination of all such Order Forms and Subscriptions Periods, this Agreement shall terminate.

2. Term of Subscriptions. Subscriptions purchased by Customer commence on the start date specified in the applicable executed Order Form and continue for the Subscription Period specified therein. Except as otherwise specified in the applicable executed Order Form, all Subscriptions shall automatically renew for additional periods equal to the expiring subscription term or two (2) years (whichever is shorter), unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Period. The per-unit pricing during any such renewal term shall be the same as that during the prior Subscription Period unless Bubty has given Customer written notice of a pricing increase at least sixty (60) days before the end of such prior Subscription Term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed ten percent (10%) of the pricing for the Services in the immediately prior Subscription Period, unless the pricing in such prior Subscription Period was designated in the relevant executed Order Form as promotional or one-time.

3. Termination by both Parties. Either Party may suspend or terminate this Agreement with immediate effect, by notifying the other Party if any of the following events occurs and each of these events will be deemed to be a cause attributable to such other Party:

1. the other Party has ceased to exist or has been dissolved; or

2. the other Party has stopped doing business; or

3. the other Party files for bankruptcy, suspension of payments or similar protection from creditors; or 

4. the other Party has been declared bankrupt or has been granted suspension of payments, on a temporary basis or otherwise; or

5. the other Party commits a material breach of its obligations under this Agreement which is not remedied within fourteen (14) Business Days of written notice from the non-breaching Party requesting the breach to be remedied.

4. Termination for Extended Force Majeure. If Bubty’s ability to perform hereunder is delayed or prevented, in whole or in part, for a period of sixty (60) consecutive days as a result of an event of Force Majeure, Customer shall have the right, at its sole option, to terminate this Agreement, in whole or in part, by giving written notice of termination to Bubty. Such termination shall be effective no earlier than ten (10) days after Bubty’s receipt of such notice and without regard to whether the event of Force Majeure ends prior to the date on which the termination becomes effective.

5. Survival. Rights and obligations under this Agreement which by their nature should survive, including, but not limited to all payment obligations by Customer to Bubty will so survive, including without limitation, Sections 1, 5.3, 5.4, 5.5, 6.2, 6.3, 7, 9, 10, 11, 12, 13.5, 13.6, 13.7, 13.8, 14, 15, 16, Sections 7 and 8 in Annex A and those provisions necessary for interpretation or enforcement of this Agreement. 

6. Effect of Termination. Upon termination of this Agreement for any reason:
   
   
   

   1. any accrued rights or liabilities or payments due or the coming into force or continuing in force of any provision of this Agreement which survives termination as set forth in Section 13.5 will not be affected.

   2. outstanding and undisputed payment obligations will become immediately due and payable, whereby Bubty reserves the right to charge any remaining committed Fees despite the termination.

   3. all licenses to Licensed Material granted under this Agreement shall immediately terminate.

   4. Customer shall immediately cease all use of the Services.

   5. Customer shall promptly return to Bubty all copies of the User Guide or else destroy those copies and provide assurances (signed by an officer of Customer) to Bubty that it has done so.

7. Fees upon Termination. Upon any termination for cause by Customer, Bubty shall refund Customer any prepaid Fees covering the remainder of the term of all Subscriptions after the effective date of termination. Upon any termination for cause by Bubty, Customer shall pay any unpaid Fees described in all applicable Order Forms, regardless of whether such Fees were due before or after the effective date of termination. 

8. Return of Customer Data. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of a Subscription, Bubty will make available to Customer for download a file of such Customer Data or provide Customer Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, Bubty shall have no obligation to maintain or provide any of such Customer Data and thereafter, unless legally prohibited, may delete all of such Customer Data in Bubty ’s systems or otherwise in Bubty ’s possession or under Bubty ’s control.

14. ASSIGNMENT 

Customer acknowledges that Bubty will be entitled to assign the entirety of its rights and obligations under this Agreement (a) to any Affiliate; or (b) to a third party which acquires all or substantially all of Bubty’s assets entailed in the performance of the Services, provided however that such third party (i) as the proposed transferee shall agree in writing to be fully bound by the duties and obligations of Bubty under this Agreement and (ii) is not a competitor of Customer, in which case any such assignment shall be subject to Customer’s prior approval, not to be unreasonably withheld or delayed, failing which Customer shall have the right to terminate this Agreement. Any assignment of the rights and obligations under this Agreement by Customer shall be effective only with the prior written consent of Bubty. Any attempted assignment in violation of this Section shall be null and void. 

15. GOVERNING LAW AND DISPUTE RESOLUTION

1. Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.  

15.2 Dispute Resolution. The Parties agree that if any claim, dispute or difference of whatever nature arises under or in connection with this Agreement or any other documents or agreements mentioned herein (a “Dispute”), management of both Parties will meet with each other and endeavor in good faith to resolve the dispute.  If management cannot resolve the dispute, informally within a reasonable time not exceeding two (2) months from the date the informal process is requested by notice in writing, then the Parties shall participate in a non-binding mediation in a good faith attempt to resolve the Dispute.  The Parties shall split mediation costs and each Party shall bear its own attorney’s fees for the mediation. The mediation shall be held in New York, New York.  In the event non-binding mediation does not resolve the Dispute, then the Dispute shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “Rules”). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York, New York. The arbitration shall be governed by the laws of the State of New York. Each Party will, upon written request of the other Party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. In making determinations regarding the scope of the exchange of electronic information, the arbitrator(s) and the Parties agree to be guided by The Sedona Principles, Third Edition: Best Practices, Recommendations & Principles for Addressing Electronic Document Production. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within ninety 90 days of filing and awards rendered within 120 days. Arbitrator(s) shall agree to these limits prior to accepting appointment. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing Party's actual damages, except as may be required by statute. The arbitrator(s) shall award to the prevailing Party, if any, as determined by the arbitrators, all of their costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees. The award of the arbitrators shall be accompanied by a reasoned opinion. Without limitation or prejudice to any remedy or rights provided by the Rules, the Parties agree that failure or refusal of a Party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that Party to present evidence or cross-examine witness. In such event, the other Party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying Party in the absence of evidence presented as provided for above. This agreement to arbitrate does not extend to disputes in which either Party seeks (i) injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, (ii) the right to pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, or (iii) injunctive relief in a U.S. court of law. The language of the arbitration shall be English. Confidentiality. All aspects of the arbitration, including but not limited to the existence of the arbitration, the arbitration proceedings, and any documents, evidence, or other information disclosed during the arbitration, shall be kept strictly confidential by the Parties and the arbitrators, except as may be required by law or as necessary to enforce or challenge the arbitration award. The arbitration award, including any interim or final award, shall be kept confidential by the Parties and shall not be disclosed to any third party, except as may be required by law, to enforce or challenge the award, or with the prior written consent of all Parties involved. Notwithstanding the foregoing, the Parties may disclose information related to the arbitration to: (i) their legal counsel, accountants, auditors, and other professional advisors, provided that such advisors agree to maintain the confidentiality of the information; (ii) any Party's insurers or reinsurers, provided that such insurers or reinsurers agree to maintain the confidentiality of the information; (iii) any person or entity to whom disclosure is required by law, regulation, or court order, provided that the disclosing Party gives prompt written notice to the other Party of such requirement and cooperates with the other Party in seeking a protective order or other appropriate remedy to maintain the confidentiality of the information. The arbitrator(s) shall have the authority to issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information disclosed during the arbitration. The obligations of confidentiality set forth in this provision shall survive the termination of the arbitration proceedings and the enforcement or challenge of any arbitration award.

15.3 No Class Arbitrations, Class Actions or Representative Actions.  Any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.  There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals.  Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.  

15.4 Authority of Arbitrator(s).  As limited by the Rules and the Agreement, the arbitrator(s) will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a dispute, including the determination of whether a dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court.  The arbitrator(s) may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.  

15.5 Jurisdiction. To the extent that any lawsuit or court proceeding is permitted under the Agreement, to the fullest extent permitted by law Customer agrees to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in New York, New York for the purpose of litigating all such disputes.  Customer also waives its rights to a jury trial.

15.6 Time Limit for Claims. Any claim under the Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Customer agrees to the admissibility of computer records and electronic evidence in any dispute herein.

16. MISCELLANEOUS

1. Early Access and Beta products. Bubty may look for customers to help test new services or new features. If Bubty wishes for Customer to test early release or beta features/services, it will request whether Customer would like to test such early release or beta features/services in writing. Early access and beta products are made available on an “as is,” and “as available” basis and, to the extent permitted under applicable law, without any warranties, indemnities, or contractual commitments of any kind.

2. Waivers. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) is explicitly excluded.

3. Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Order Form or at such other address as shall be specified by either Party to the other in a notice in accordance with this Section. Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; (b) the day following transmission if sent by telex, telegram or facsimile when followed by written confirmation by registered overnight carrier or certified mail; or (c) one (1) day after posting when sent by registered private overnight carrier (e.g., DHL, Federal Express, etc.); or (d) five (5) days after posting when sent by certified mail. 

4. Amendment. Any amendment to this Agreement shall only be valid or effective if done in writing and executed by each Party. 

5. No Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

6. Compliance with Trade Laws. Each Party shall comply with all applicable laws and regulations regarding the general conduct of business including without limitation (i) all relevant anti-corruption and anti-bribery laws, including the United States Foreign Corrupt Practices Act; (ii) economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by US, EU, UK and UN Authorities; (iii) export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries (“International Trade Laws”). Customer guarantees and ensures that (i) neither it or its directors, officers, affiliates, employees or agents is named on or owned or controlled by any person or entity named on, any list of designated persons or entities of the United States of America and the European Union, or any other applicable jurisdictions under International Trade Laws or otherwise the target of International Trade Laws (“Sanctions Target”) and (ii) it is not located, organized or resident in any jurisdiction subject to comprehensive sanctions under International Trade Laws, and (iii) it will not (a) permit any End-user or any other person or entity to access or use the Service if such person is a Sanctions Target or (b) permit End-users or any other persons or entities to access or use the Services in a manner that could cause Bubty or any of its directors, officers, Affiliates, employees or agents to be in violation of International Trade Laws.

7. Independent Contractors. Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, or employment or agency relationship between any of the Parties hereto and none of them shall have any authority to bind the other in any way.

8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect.

9. Force Majeure. Except for each Party’s obligations to pay money, neither Party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by Force Majeure.

10. Counterparts. The Agreement may be executed in counterparts, both of which, when taken together, shall constitute one and the same instrument binding upon the Parties. Delivery of a signed counterpart of the Agreement by facsimile transmission, in paper copy by courier or regular mail or as an email attachment in PDF format shall constitute valid and sufficient delivery thereof.

11. Third-Party Beneficiaries. Except as expressly provided in this Agreement, there are no third-party beneficiaries of this Agreement.

12. Complete Understanding. This Agreement, including all Order Forms, SOWs, Annexes, Schedules and other agreements or policies referenced herein, constitutes the final, complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. No provision of this Agreement shall be interpreted against a Party solely as a result of the fact that such Party was responsible for the drafting of such a provision. The headings appearing at the beginning of sections have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement.

13. Hierarchy of Documents. Whatever is agreed in an Order Form, SOW or other document relating to the Services executed between the Parties shall be deemed to be agreed in addition to these terms and conditions unless explicitly stated otherwise in writing. Only in the case of a clear conflict between provisions these terms and conditions on the one hand and provisions in the Order Form, SOW or other document relating to the Services on the other hand, the provisions contained in the latter shall prevail.

Annex A: Additional Services Terms and Conditions 

The following terms and conditions are incorporated into the Agreement. Capitalized words not defined in this Annex shall have the meaning Bubty ascribed to such words in the main body of the Agreement. 

Bubty is willing to provide Additional Services (including the development of Deliverables) on a time and materials or fixed price basis according to the terms and conditions set forth in this Annex or such other form as the Parties may agree in writing. Such Additional Services may include instruction and training on the use of Bubty products and services; installation, configuration, maintenance and testing of Bubty products and services; evaluation, design and implementation of system architectures; business and network planning; the provision of freelance compliance or payment services; and custom software development. Hereafter, Bubty is referred to as: “we”, “us” and “our” and Customer is referred to as “you” and “your”.

1. General. All Additional Services to be performed and Deliverables to be developed by Bubty at Customer’s request shall be described in a Statement of Work (or “SOW”). Upon execution by authorized representatives of each Party, each SOW shall become a part of the Agreement. Each SOW will also incorporate and be governed by the terms and conditions of this Annex. 

2. Our Obligations. We shall perform Additional Services and develop Deliverables for Customer as described in any SOW agreed to by the Parties. We shall be entitled, in our sole discretion, to determine the method and means for performing the Additional Services and developing the Deliverables. You acknowledge and agree that we from time to time may retain the services of independent consultants to perform, or to assist us in performing the Additional Services and developing the Deliverables.

3. Your Obligations. You acknowledge and agree that performance of Additional Services is heavily dependent upon information and responses to be provided by you. Accordingly, in addition to any specific responsibilities set out in the SOW you shall: (i) provide in a timely manner the appropriate and necessary resources, and accurate information and documentation, as reasonably required by us, to allow us to perform the Additional Services and develop the Deliverables; (ii) carry out reviews and respond to requests for approval and information on a timely basis; (iii) ensure that we have available to us personnel familiar with your requirements and with the expertise necessary to permit us to undertake and complete the Additional Services; and (iv) you shall make available to us all equipment, material, information, data, network access and/or facilities that we may reasonably require to carry out our obligations. You acknowledge that any delay on your part in the performance of our obligations may have an impact on our activities under any SOW. If the Additional Services are performed on your premises or if we need to be on your premises for the development of the Deliverables, you agree to provide to us such workspace, computers, equipment and software as is reasonably required by us for the performance of the Additional Services and the development of the Deliverables. You will use the Additional Services only for the purpose for which they have been made available to you and in accordance with the Agreement and our reasonable directions. If you are allowed to download or use any software in connection with the Additional Services, we grant you a personal, non-transferable, revocable, non-exclusive license to use the software solely for your internal use in connection with the Additional Services and only in accordance with this Agreement and any other written instructions issued to you by us. The software will be deemed to be part of the Additional Services and you agree to comply with the terms of any license provided to you for the use of that software. You are responsible for your equipment and all items not provided, managed or maintained by us. You must ensure that your equipment (i) does not harm the Additional Services, the Deliverables, our network or infrastructure and (ii) connects to our infrastructure, our network and the Additional Services in accordance with any instructions provided to you by us. 

4. Quotes and Fees If we give you a quote in relation to Additional Services, the quote will remain valid for thirty (30) Business Days from the date it is sent to you, unless stated otherwise in writing, provided, however, that we may vary or withdraw a quote in writing at any time before it is accepted by you. You shall pay to us the Fees set forth in the SOW either on a time and materials basis at Bubty ’s then-current price, or on a fixed price per project basis to be negotiated between the Parties and set forth in the applicable SOW. You shall reimburse us for all reasonable out of pocket expenses (including travel, lodging and related expenses) incurred by us in the performance of any Additional Services or development of any Deliverables, provided that such expenses are approved in advance. All Fees are exclusive of Taxes, unless explicitly stated otherwise. We will invoice you the Fees. The Fees are payable on the date specified in our invoice, unless agreed otherwise. Payment shall be made in United States dollars, unless otherwise agreed in writing. Where any Fees are payable based on time spent by us, you agree to pay us for that time on the basis of the hourly rate set forth in the SOW. Time will be recorded in 15-minute increments and rounded up to the nearest 15 minutes. We may change the Fees if we agree to modify, alter or change the Additional Services at your request. 

5. Service Warranties. We warrant that: 

1. the Additional Services will be rendered in a workmanlike manner, in accordance with industry standard practices, and

2. each Deliverable will perform in all material respects in accordance with applicable specifications provided by us to you in writing. 

In the event of breach of any of these warranties during the warranty period as set forth in the next paragraph, we agree to re-perform the relevant Additional Services at no additional cost to you. 

If the Additional Services provided to you for any given month during which the Additional Services are provided to you were not performed in accordance with this Section 5, you must provide written notice to us no later than five (5) Business Days after the last day of the month within which the relevant Additional Services were performed, failing which they shall be deemed accepted by you. For each Deliverable, the foregoing warranty shall commence for such Deliverable upon our delivery of such Deliverable and shall continue for a period of one (1) month following delivery after which the Deliverable will be deemed accepted by you. 

The remedies in this Section will be your sole and exclusive remedy and our sole liability for all breaches of any Services warranty. 

6. Early Termination by you. Unless otherwise provided in an SOW,  you may terminate a SOW without cause upon thirty (30) days prior written notice to us. In the event of such termination, you shall pay us only for the Additional Services that have been performed up to the effective date of termination, including all other costs for which we have the right to reimbursement. In cases where Fees are based on milestones, payment obligations shall be strictly limited to the proportionate amount of work completed towards the next milestone as of the termination date. No charges shall be made for uninitiated or incomplete milestones, ensuring that payments are reflective of actual services rendered and not anticipated future work.

7. Deliverable Intellectual Property Rights. Except as set forth in the Agreement or otherwise set forth in the relevant SOW, we shall own all right, title and interest and all intellectual property rights to any Deliverables created pursuant to this Annex or any SOW hereunder. Subject to payment of the applicable Fees set forth in the SOW, we grant to you a worldwide, fully paid, royalty-free, non-exclusive, non-transferable license, during the Term, to use the Deliverables for the purposes described in the accompanying SOW.

8. Payment Services. In connection with the Additional Services, Bubty may facilitate payment processing (“Payment Services”) through a third-party payment processing provider (the “Payment Processing Provider”). You appoint Bubty as your agent for the limited purpose of (a) creating sub-account(s) in Customer’s name through the Payment Processing Provider; (b) integrating the sub-accounts(s) in the Platform; and (c) facilitating payment transactions from Customer to its payees once Customer deposits funds into the sub-accounts(s). For clarity, at no time does Bubty receive, hold or settle Customer funds. You maintain the direct relationship with your contractors and are responsible for verifying your payees’ identities and confirming payout data, including amount and routing instructions. The Payment Processing Provider is an independent third party with no affiliation with Bubty. Accordingly, Bubty shall have no liability for the Payment Processing Provider’s acts or omissions, and Customer’s sole recourse shall be against such Payment Processing Provider. Customer may be required to register with the Payment Processing Provider and be subject to the Payment Processing Provider’s Know Your Customer screening in order to fund the sub-account(s) and authorize transactions. Registration with the Payment Processing Provider may require that Customer agree to the Payment Processing Provider’s terms and conditions, fees, and privacy practices, all of which are independent from the terms of this Agreement and over which Bubty has no control. Bubty reserves the right to change the Payment Processing Provider at any time.

9. Compliance Services. In connection with the Additional Services, Bubty may make available Customer tools to assist with classification of individuals as contractors or employees (“Compliance Services”). The Parties acknowledge and agree that Bubty does not act as an Agent of Record (AOR) or Employer of Record (EOR) in connection with Bubty’s provision of Additional Services, including Compliance Services or Payment Services.  In addition, notwithstanding anything to the contrary in this Agreement, Bubty shall have no liability, including for any incorrect classification of an individual as a contractor, to the extent arising from an incomplete, inaccurate or misleading misstatement or omission made by Customer or any individual who provides information to Bubty in connection with the Compliance Services, including through a survey or questionnaire.

10. Non-Solicitation. Customer shall not solicit for employment an employee of Bubty who has been involved with, directly or indirectly, any of the Additional Services or development of any Deliverables hereunder within twelve (12) months of such employee's last involvement with such Additional Services or Deliverables. Customer shall be permitted to make generalized employment searches, by advertisements or by engaging firms to conduct searches which are not focused on the employees of Bubty and may employ candidates arising from such searches without restriction, provided that Customer shall provide documentation to show that such employment arises solely from such permitted employment searches.