Terms & Conditions

Squirrels.ai

Last updated: April 03, 2026

9170 Irvine Center Drive, Ste 200, Irvine, CA 92618

These Terms and Conditions (“Agreement”) are between Squirrels.ai, a California Corporation (“Company”) and the business, organization, or individual (“Customer”) that subscribes to the Services (defined below) through an Order Form or by creating an account at the website https://squirrels.ai/. Company and Customer are each a “Party” and together the “Parties.” This Agreement shall be binding on the Parties as of the effective date of the Order Form or Customer’s creation of its account, whichever comes first (“Effective Date”). By activating an account or executing an Order Form, Customer agrees to be bound by this Agreement. If Customer does not agree, it must not access or use the Services.

01 Account Access & Use; Configuration

1.1 Account Setup

To access the Services, Customer must register an account. Customer is responsible for ensuring all account information is accurate and kept up to date. Company reserves the right to suspend or terminate accounts that are found to be inaccurate, fraudulent, or otherwise in breach of this Agreement.

1.2 Access and Use

Subject to and conditioned on Customer’s compliance with this Agreement, during the Term, Customer may: (i) access and use the Company platform, including all AI-enabled and AI features, automation workflows, and associated tools (collectively, the “Services”) solely within the scope of use defined in one or more separate Order Forms and in any event solely for Customer’s internal business purposes; and (ii) use Company’s generally available end-user documentation relating to the Services that Company makes available to Customer from time to time (the “Documentation”) solely in support of Customer’s authorized access to and use of the Service. The Service may only be accessed by employees and other agents of Customer who have been authorized by Customer to access and use the Service hereunder and for whom access to the Service has been purchased under an Order Form (“Authorized Users”). Each Authorized User must have its own unique account on the Services and Authorized Users may not share their account credentials with one another or any third party. Customer is responsible for use of the Service by any user who accesses the Service with any Authorized User’s account credentials, including employees and other agents of Customer, whether an Authorized User or otherwise. Without limiting the generality of the foregoing, Customer is responsible for all Authorized Users’ use of the Service and their compliance with this Agreement. Customer shall promptly notify Company of any unauthorized access or use.

1.3 Customer Configuration

Company will make available to Customer the Service features listed on Company’s website or an Order Form. The Services are configurable based on documentation, workflows, and training materials provided by Customer. Company will use commercially reasonable efforts to configure the Services in accordance with Customer’s configuration instructions, but does not guarantee specific outcomes, response rates, or conversion results from the Services.

1.4 Technical Support

Company provides standard technical support to Customer during the Term, in accordance with its published support policies. Enhanced support tiers, dedicated onboarding, or custom SLAs may be available and will be documented in the applicable Order Form.

1.5 Suspension

Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer’s and any Authorized User’s access to and use of any portion or all of the Services if: (i) Company reasonably believes that (A) there is a threat or attack on any of the Services or other Company Intellectual Property; (B) Customer’s or any Authorized User’s use of the Services or other Company Intellectual Property disrupts or poses a security risk to Company or to any other customer or vendor of Company; (C) Customer, or any Authorized User, is using the Services or other Company Intellectual Property for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Company’s provision of the Services to Customer is prohibited by applicable law; or (F) Customer or its Authorized Users have, or may have violated this Agreement, the Documentation, Company’s Terms of Use or Privacy Policy; (ii) any vendor of Company has suspended or terminated Company’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) Company reasonably determines that suspension is appropriate (collectively, any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

02 Customer Obligations

2.1 Customer as Initiator

Customer retains sole and exclusive control over all outbound communications initiated by the Services, including without limitation the content, timing, frequency, targeting, recipient selection, and compliance logic associated with such communications. Customer acknowledges that the Services operate solely as a configurable technology platform acting on Customer-provided instructions and workflows.

2.2 Regulatory Compliance

Customer is solely responsible for ensuring, and represents and warrants to Company, that its use of the Services shall comply with all applicable laws and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any federal, state or local laws governing automated calls, text messaging, telemarketing, email marketing, debt collection, consumer communications, employment, discrimination, and the collection or processing of personal information. This includes obtaining any required prior express written consents from recipients before initiating calls or texts.

2.3 Consent, Opt-Outs, and Disclosure Obligations

Customer is solely responsible for: (i) obtaining and maintaining valid, legally sufficient consent for all communications initiated through the Services; (ii) maintaining accurate records of such consent; (iii) honoring all opt-out, unsubscribe, “do not call,” and similar requests in accordance with applicable law; and (iv) ensuring that all communications clearly and accurately identify Customer as the sender and, where required by law, disclose the use of automated or AI-based systems. Customer shall configure and use the Services in a manner that enables compliance with applicable communication, consumer protection, employment, and data protection laws.

2.4 Customer’s Infrastructure Responsibility

Customer is responsible for providing and maintaining all systems, integrations and network connectivity required to operate the Services within its environment. Company is not responsible for failures caused by third-party tools, data quality issues in Customer-supplied contact lists, or Customer’s own infrastructure.

2.5 Regulated Use Cases

Without limiting Customer’s obligations under this Agreement, Customer agrees that: (i) Customer will not use the Services in a manner that results in unlawful discrimination or violates applicable employment or anti-discrimination laws. Customer is solely responsible for evaluating AI Outputs and workflows for fairness, bias, and legal compliance; (ii) where the Services are used for debt collection or servicing activities, Customer will comply with all applicable laws and regulations, including without limitation the Fair Debt Collection Practices Act (FDCPA) and Regulation F, and will not use the Services to engage in harassment, misleading representations, or unlawful collection practices; and (iii) Customer will ensure that all marketing and outreach activities comply with applicable laws governing commercial communications, including requirements relating to consent, identification of the sender, and opt-out mechanisms. Customer acknowledges that the Services are general-purpose tools and are not designed to ensure compliance with industry-specific legal requirements.

03 Subscription, Fees & Payment

3.1 Subscription Fees

Customer agrees to pay all fees set out in the applicable Order Form (“Fees”). Fees are based on the Services features activated, usage volume, and any add-ons selected. Usage that exceeds contracted thresholds will be billed separately and is due under the same payment terms. All Fees are non-refundable except as expressly stated in this Agreement.

3.2 Invoicing & Payment Terms

Customers are billed monthly or as otherwise specified in the Order Form. All fees are due within 15 days of Customer’s receipt of the invoice. Overdue balances accrue interest at 1.5% per month (or the maximum legally permitted rate, whichever is lower). Company reserves the right to suspend Services for accounts with balances outstanding beyond forty-five (45) days without prejudice to its other remedies.

3.3 Pricing Changes

Company may revise standard subscription pricing with at least thirty (30) days’ advance notice, effective at the start of Customer’s next renewal term. Customers on active Order Forms with fixed pricing will not be subject to mid-term price changes.

3.4 Taxes

All Fees are exclusive of applicable taxes, levies, and duties. Customer is responsible for paying any such amounts, except for taxes based on Company’s net income. If Company is required to collect taxes on Customer’s behalf, such amounts will appear as a separate line item on the invoice.

04 Data Ownership & Privacy

4.1 Customer Data

“Customer Data” means all contact records, scripts, workflows, conversation logs, and other data that Customer submits to or generates through the Services. As between Company and Customer, Customer retains all rights to the Customer Data. Customer is responsible for obtaining, and represents and warrants to Company that Customer has, all necessary rights, permissions, and consents to share Customer Data with Company through the Service and to enable Company to use, provide, store and process Customer Data in the Services. Customer grants Company a non-exclusive, non-transferable, right to access and use Customer Data to provide, improve, and manage the Services. Customer is solely responsible for the accuracy, quality, and legality of all Customer Data. Company will not use Customer Data except to provide or improve the Services, to prevent or address service or technical problems, or as otherwise agreed upon by the Parties in this Agreement or in the applicable Order Form. Company will process Customer Data solely for the purpose of providing, maintaining, and improving the Services in accordance with this Agreement. Company will not use Customer Data to train or fine-tune generalized or shared artificial intelligence or machine learning models that are made available to other customers, except where such data has been aggregated and irreversibly de-identified such that it cannot reasonably be used to identify Customer or any individual. Any additional use of Customer Data for model training or development purposes will require Customer’s prior written consent.

4.2 Data Security

Company implements reasonable technical and organizational security measures to protect Customer Data against unauthorized access, loss, or disclosure. Upon termination of this Agreement, Company will make Customer Data available for six (6) months for export in a standard format upon written request and will thereafter delete or destroy it in accordance with its data retention policy.

4.3 Aggregated & Anonymous Data

Company may derive aggregated, anonymized, and de-identified data from Service usage across its customer base (“Platform Analytics Data”). Platform Analytics Data does not include any information that identifies Customer or any individual. As between Company and Customer, Company owns and may use the Platform Analytics Data for any lawful purpose. All right, title, and interest in Platform Analytics Data, and all Intellectual Property Rights therein, belong to and are retained solely by Company.

4.4 Company Intellectual Property

Company or its suppliers and licensors retain all intellectual property rights including all copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto (“Intellectual Property Rights”) to the Services, Platform Analytics Data, and Documentation, and any improvements or derivative works developed thereto. Nothing in this Agreement transfers ownership of Company’s Intellectual Property Rights to Customer. Customer receives only a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term in accordance with the terms of this Agreement.

4.5 Feedback

To the extent Customer provides Company with any feedback, suggestions, or recommendations regarding the Services, including but not limited to new or changed features or functionality relating thereto (“Feedback”), Company will own all right, title, and interest in and to such Feedback and any enhancements or modifications made to the Services as a result of such Feedback. Company may freely use such Feedback irrespective of any other obligation or limitation between the Parties and, in particular, without any duty to account to Customer.

4.6 Data Protection; Processing of Personal Data

To the extent that Company processes Personal Data (as defined under applicable data protection laws) on behalf of Customer in connection with the Services, the Parties acknowledge and agree that Customer is the “controller” (or “business”) and Company is the “processor” (or “service provider”) with respect to such Personal Data.

Company shall process Personal Data solely on documented instructions from Customer, as set forth in this Agreement and any applicable Order Form, and in accordance with applicable data protection laws. Company shall implement reasonable technical and organizational measures designed to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

To the extent required by applicable law, the Parties agree to enter into a separate Data Processing Addendum (“DPA”), which shall be incorporated by reference into this Agreement and govern the processing of Personal Data. In the event of any conflict between this Agreement and the DPA with respect to Personal Data, the terms of the DPA shall control.

Customer remains solely responsible for the lawfulness of Personal Data processing, including obtaining any required consents, providing appropriate notices, and ensuring that its use of the Services complies with applicable data protection laws.

05 Confidentiality

5.1 Mutual Obligations

Each Party may share confidential business, technical, or commercial information in the course of this Agreement (“Confidential Information”). Each Party agrees to hold the other’s Confidential Information in strict confidence, use it only to fulfill obligations under this Agreement, and share it only with personnel who have a need to know and are bound by equivalent confidentiality obligations.

5.2 Exceptions

Confidentiality obligations do not apply to information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to the receiving Party before disclosure without restriction; (iii) is disclosed to the receiving Party by a third party who is not under a confidentiality obligation; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

5.3 Compelled Disclosure

A Party may disclose the Confidential Information of the other Party to the extent required by law provided the Party so compelled promptly provides the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other Party’s cost, if the other Party wishes to contest the disclosure. In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms hereof, the receiving Party shall furnish only that portion of such Confidential Information, which the receiving Party is advised in writing by its counsel that is legally required, and cooperate with the disclosing Party, at the disclosing Party’s sole cost and expense, in its efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information.

06 Platform Restrictions

6.1 Prohibited Activities

Customer may not: (i) attempt to reverse engineer, decompile, or extract the source code of any portion of the Service; (ii) build a competing product or service using information derived from access to the Services; (iii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, white-label or otherwise make the Service or Documentation available to any third party, other than to Authorized Users, without Company’s prior written consent; (iv) use automated tools to scrape, crawl, or extract data from the Services beyond normal use; (v) interfere with or disrupt the integrity or performance of the Services or its related systems, networks, or infrastructure; (vi) use the Service in violation of applicable laws; (vii) send to or store in the Service infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (viii) send or store viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs to or in the Service; (ix) attempt to gain access to the Service or its related systems or networks in a manner not permitted in the Documentation; (x) modify or copy the Service or Documentation or create any derivative works based on the Service or Documentation; (xi) use the Service for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, or violating third party rights, as determined by Company in its sole discretion; (xii) use the Service to generate or distribute false, deceptive, or misleading information; (xiii) use the Service to make decisions or take actions that have legal or similarly significant effects on individuals without appropriate human oversight where required by applicable law; or (xiv) use the Service to process or infer sensitive personal data (including but not limited to health, financial status, or protected characteristics) in violation of applicable laws. Company reserves the right to monitor Service usage patterns and restrict or suspend access to AI features where it reasonably determines that Customer’s use creates legal, regulatory, or reputational risk.

6.2 Export Controls

Customer acknowledges that the Services may be subject to U.S. export control and economic sanctions laws, including regulations administered by the Bureau of Industry and Security and the Office of Foreign Assets Control. Customer agrees not to access, use, export, or re-export the Services in any manner that would violate these laws and represents that neither Customer nor any of its Authorized Users are located in, or a national of, a country subject to U.S. embargo.

6.3 Safeguards

To maintain Services integrity and fair resource allocation across all customers, Company may implement rate limits, call throttling, message volume caps, and other automated controls on AI agent activity. These controls are applied at Company’s reasonable discretion and do not constitute a service interruption or entitle Customer to a credit under Section 12.

07 Term & Renewal

7.1 Initial Term

This Agreement is effective as of the Effective Date and continues for the subscription period specified in Customer’s Order Form (“Initial Term”). If no term is specified, the Initial Term is one (1) year.

7.2 Auto-Renewal

At the end of the Initial Term, this Agreement automatically renews for successive periods equal in length to the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Renewal Term. Renewal is at the pricing then in effect for the applicable subscription tier.

7.3 Termination for Cause

Either party may terminate this Agreement immediately if the other party: (i) commits a material breach that is not cured within thirty (30) days of written notice specifying the breach; or (ii) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or liquidation proceedings. Company may also terminate this Agreement immediately for non-payment or for Customer’s violation of Section 2 (Customer Obligations for Outbound Communications).

7.4 Effect of Termination

Upon expiration or termination, Customer’s access to the Services will cease and all outstanding Fees become immediately due. Customer may request export of its Customer Data within fourteen (14) days of termination. Company will retain such data for up to six (6) months following termination, after which Company may delete it. Sections 4 (Data Ownership), 5 (Confidentiality), 7.4 (Effect of Termination), 8 (Indemnification), 9 (Limitation of Liability), and 11 (Governing Law) survive termination.

08 Indemnification

8.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising from: (i) Customer’s violation of Section 2 (Customer Obligations for Outbound Communications); (ii) Customer’s breach of any representation, warranty, or obligation under this Agreement; (iii) Customer Data infringing or misappropriating any third-party intellectual property right; or (iv) Customer’s use of the Services in violation of applicable law.

8.2 Company Indemnification

Company will defend and indemnify Customer against third-party claims that the Services, as provided by Company and used by Customer strictly in accordance with this Agreement, infringe a valid U.S. patent, copyright, or registered trademark. This obligation does not apply if the alleged infringement results from Customer’s modifications to the Services, use of the Services in combination with products not provided by Company, or Customer’s failure to implement updates provided by Company to avoid a known infringement. If an infringement claim arises, Company may, at its option, modify the Services to be non-infringing, obtain a license for Customer’s continued use, or terminate the affected subscription with a pro-rated refund of prepaid fees.

09 Disclaimers & Limitation of Liability

9.1 Service Warranty

Company will use commercially reasonable efforts to keep the Services available and minimize unplanned interruptions. Planned maintenance will be communicated to Customers in advance where reasonably practicable.

9.2 Disclaimer

EXCEPT AS PROVIDED IN SECTION 9.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI AGENT OUTPUTS WILL BE ACCURATE OR ACHIEVE ANY PARTICULAR RESULT.

9.3 Liability Cap

COMPANY’S TOTAL LIABILITY TO CUSTOMER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.4 Exclusion of Consequential Damages

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.5 AI Outputs Disclaimer

Customer acknowledges that certain features of the Services utilize artificial intelligence or machine learning technologies that generate outputs based on probabilistic models (“AI Outputs”). AI Outputs may be inaccurate, incomplete, biased, or otherwise unsuitable for Customer’s intended purposes. Customer is solely responsible for: (i) reviewing and validating AI Outputs prior to reliance or use; and (ii) ensuring that any decisions made or actions taken based on AI Outputs comply with applicable laws and regulations, including those relating to employment, consumer protection, and anti-discrimination. The Services are not intended to replace human judgment, legal compliance review, or professional decision-making, particularly in high-risk contexts such as hiring, interviewing, debt collection, or regulated communications.

10 Customer Logo & Co-Marketing

10.1 Logo Usage

Customer grants Company a limited, non-exclusive, royalty-free license to display Customer’s name and logo on Company’s website and in marketing materials solely to identify Customer as a customer. Customer may revoke this permission at any time by providing written notice to support@squirrels.ai, after which Company will remove the logo within a commercially reasonable time.

10.2 Case Studies & Testimonials

Company may request Customer’s participation in co-marketing activities such as case studies, press releases, or video testimonials. Customer’s participation is voluntary and subject to Customer’s prior written approval of any content before it is published or distributed.

11 Governing Law & Dispute Resolution

11.1 Governing Law

This Agreement is governed by the laws of the State of California, without regard to its conflict of law principles.

Except as otherwise expressly provided in Section 11.3 (Agreement to Arbitrate), any legal action or proceeding arising under this Agreement that is not subject to arbitration shall be brought exclusively in the state or federal courts located in Orange County, California, and the Parties hereby consent to the personal jurisdiction and venue therein.

11.2 Informal Resolution

Before initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute informally by sending written notice of the dispute to the other party and engaging in good-faith negotiation for a period of thirty (30) days. This requirement does not prevent either party from seeking emergency injunctive relief where necessary.

11.3 Agreement to Arbitrate.

Except for disputes that may be brought in court as expressly permitted below (including claims for injunctive or equitable relief), the parties agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement, the breach, termination, enforcement, interpretation, or validity thereof, or the relationship of the parties (collectively, “Disputes”), shall be resolved exclusively by final and binding arbitration, except as expressly provided herein. This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) (“FAA”) and, to the extent not preempted, the laws of the State of California.

The arbitration shall be administered by JAMS or, if JAMS is unavailable, by the American Arbitration Association (“AAA”), in accordance with its then-current Comprehensive Arbitration Rules and Procedures (or, where applicable, Streamlined Rules), except as modified by this provision. If there is any inconsistency between the applicable rules and this provision, this provision shall control. The arbitration shall be conducted before a single neutral arbitrator. The arbitrator shall be selected by mutual agreement of the parties or, failing such agreement, in accordance with the applicable administrator’s rules. Unless the parties agree otherwise, the arbitration shall take place in the county in California where the party against whom arbitration is initiated resides or has its principal place of business. The arbitrator shall allow for adequate discovery, including access to essential documents and witnesses, consistent with the goal of resolving disputes efficiently.

The arbitrator shall apply California substantive law (and federal law, where applicable) and shall have authority to award all remedies that would be available in a court of competent jurisdiction, including injunctive relief, damages, and attorneys’ fees where authorized by law or contract. The arbitrator shall issue a written, reasoned decision sufficient to permit judicial review. The costs unique to arbitration, including the arbitrator’s fees and administrative costs, shall be borne as required by applicable law. Each party shall bear its own attorneys’ fees and costs, except as otherwise provided by statute or this Agreement. To the extent required to ensure enforceability under California law, the drafting party shall bear any costs that would not be required if the Dispute were litigated in court.

Nothing in this provision shall prevent either party from seeking provisional or injunctive relief in a court of competent jurisdiction, including relief necessary to protect trade secrets, confidential information, or intellectual property rights, pending completion of arbitration.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO HEAR OR ARBITRATE ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, EXCEPT TO THE EXTENT SUCH WAIVER IS PROHIBITED BY APPLICABLE LAW.

If any portion of this arbitration provision is found unenforceable, the unenforceable portion shall be severed, and the remainder shall be enforced to the fullest extent permitted by law; provided, however, that if the class or representative action waiver is found unenforceable as to a particular claim, then that claim shall proceed in a court of competent jurisdiction, and the remaining claims shall be arbitrated.

General

This Agreement may not be assigned by Customer without Company’s prior written consent; Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements on the same topic. Any amendment must be in writing and signed by authorized representatives of both parties.

12 Uptime & Service Credits

12.1 Uptime Commitment

Company targets Services availability of 98% or greater in each calendar month, measured on a 24/7 basis. Excluded from this calculation are: (i) scheduled maintenance windows notified in advance; (ii) any maintenance or changes requested by Customer; (iii) disruptions caused by third-party services, telecommunications carriers, or internet infrastructure outside Company’s control; and (iv) force majeure events.

12.2 Credit Eligibility

If the platform experiences unplanned downtime exceeding sixty (60) continuous minutes in a given month, and Customer submits a credit request within twenty-four (24) hours of the incident, Company will apply a credit of 5% of that month’s subscription fee for each full hour of qualifying downtime. Credits are limited to one credit per calendar day and will not exceed the value of one (1) week of subscription fees in any single calendar month.

12.3 Credit Redemption

Service credits are applied to the next invoice and are non-transferable and non-redeemable for cash. Credits are Customer’s exclusive remedy for platform availability failures. To be eligible, Customer’s account must not have any outstanding overdue balances at the time of the request. Company will not issue credits for downtime attributable to Customer’s configuration errors, misuse, or third-party integrations.

13 Miscellaneous

13.1 Relationship of the Parties

The Parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement.

13.2 Force Majeure

Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Company’s or Customer’s employees or contractors, respectively), and/or, where Company is in compliance with its security and backup obligations under this Agreement, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

13.3 Assignment

Neither Party may assign, delegate, or otherwise transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (which consent will not be unreasonably withheld). Notwithstanding the foregoing, Company may assign this Agreement in its entirety (including all Order Forms) without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due Fees are immediately paid in full; provided that in no event will Customer have the right to assign this Agreement to a direct competitor of Company. Any attempt by a Party to assign its rights or obligations under this Agreement other than as permitted by this section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.