JUNCTION AI MASTER SERVICES AGREEMENT and TERMS
We may revise these Terms from time to time without direct notice to you, and the most current version of these Terms will always be posted at https://junction.ai/terms-of-use/. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
On the terms and subject to the conditions set forth in this Master Service Agreement (“Agreement”) and the applicable Order Form (as defined below), Junction AI will use reasonable commercial efforts to provide Customer the Service for the fees listed on the applicable Order Form (the “Fees”). “Service” means the online analytics service provided by Junction AI (including any corresponding SDKs, APIs, documentation or software that may be made available by Junction AI in connection with such service (“Software”)), as more fully described on the Order Form, and subsequent enhancements, updates and bug fixes to the foregoing made generally available by Junction AI for no additional fee (“Updates”), but for clarity excludes Non-Junction AI Products. “Non-Junction AI Product” means a third-party Web-based, mobile, offline or other software application that integrates with the Service, and that is clearly identifiable as such. “Order Form” means an online order form or other similar document specifying the Service to be provided hereunder and Fees to be paid by Customer therefor.
1.2 Customer Affiliates
The rights granted under this Agreement apply only to the Customer entity that enters into the applicable Order Form or SOW (as defined below). Customer may not extend its rights to its Customer Affiliates (as defined below) under any Order Form or SOW. However, Customer Affiliates shall be entitled to enter into one or more Order Forms or SOWs with Junction AI pursuant to this Agreement and, in such circumstances, all references in this Agreement to Customer shall be deemed to be applicable to the Customer Affiliate with respect to that particular Order Form or SOW unless otherwise explicitly set forth in writing. With respect to each such Order Form or SOW, such Customer Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Customer Affiliate. Each Order Form or SOW is a separate obligation of the Customer entity that enters into such Order Form or SOW, and the rights granted in connection with such Order Form or SOW are solely for the benefit of such Customer entity that enters into such Order Form or SOW, and no other Customer entity has any liability, obligation or rights under such Order Form. “Customer Affiliate” shall mean any entity controlling, controlled by or under common control with Customer, where control (including “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.
During the term of the applicable Order Form, Junction AI will make available to Customer as part of the Service, all Updates and provide Customer with product support, as follows: Customer can submit support inquiries via email at email@example.com or on the Junction AI website 24 hours per day. Junction AI standard support hours are 09:00 to 17:00 Central Time Monday through Friday for technical information, technical advice and technical consultation regarding Customer’s use of the Service.
1.4 Protection of Customer Data
Junction AI will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security of Customer data uploaded by Customer to the Service, including Customer’s end user data (collectively “Customer Data”); (ii) protect against threats or hazards to the security of Customer Data; and (iii) prevent unauthorized access to Customer Data. Junction AI’s security safeguards include measures for preventing access, use, modification or disclosure of Customer Data by Junction AI personnel except (a) to provide the Service and prevent or address service or technical problems, (b) as required by applicable law, or (c) as Customer expressly permits in writing or under this Agreement. Junction AI will not materially diminish the protections provided in this Section during the term of this Agreement.
1.5 Data Privacy
With respect to any personal data subject to the GDPR (as defined in the DPA) that Customer is permitted to transmit in connection with the Service (such as IP addresses or user ID’s), the terms of the data processing addendum, which has been executed by the parties (“DPA“), and incorporated herein by reference, shall apply and the parties agree to comply with such terms. If there is a conflict between this Agreement and the DPA, then the DPA shall govern.
1.6 Professional Services
From time to time, the parties may enter into a Statement of Work (“SOW”) that describes professional services to be performed by Junction AI (the “Professional Services”) and any work product to be delivered by Junction AI (“Work Product”). Each SOW will form a part of this Agreement, and will be subject to the terms and conditions contained herein. Junction AI will use commercially reasonable efforts to perform the Professional Services specified in each SOW in accordance with this Agreement and each SOW. No change to any SOW will be effective without the written agreement of each party. In connection with each SOW, Customer will provide Junction AI with prompt access to personnel, cooperation and materials as reasonably required to permit Junction AI to perform the Professional Services. The parties will designate an individual who will be the primary point of contact (the “Primary Contact”) between the parties for all matters relating to the Professional Services. A party may designate a new Primary Contact by written notice to the other party.
As between the parties, Junction AI shall solely and exclusively own all right, title, interest in the Professional Services and Work Product, including all derivatives, enhancements and modifications of the Professional Services and Work Product, whether created by Junction AI or Customer, together with all intellectual property and other proprietary rights therein. Customer hereby makes all assignments necessary to accomplish the foregoing ownership. Junction AI grants Customer a non-exclusive, non-transferable, non-sublicenseable license to use the Work Product solely for Customer’s internal business purposes and only in connection with use of the Service. All such other restrictions that govern Customer’s use of the Service shall also govern the use of the Work Product, which will be deemed the Confidential Information of Junction AI.
1.7 Beta Services
From time to time, Customer may have the option to participate in a program with Junction AI where Customer gets to use Alpha or Beta services, products, features or documentation (collectively, “Beta Services”) offered by Junction AI. These Beta Services are not generally available and may contain bugs, errors, defects or harmful components. Junction AI does not provide any indemnities, service level commitments or warranties, express or implied, including warranties of merchantability, title, non-infringement, and fitness for a particular purpose, in relation thereto, Customer or Junction AI may terminate Customer’s access to Beta Services at any time.
2.1 Access to Service and Software
Subject to all the terms of this Agreement, Junction AI hereby grants to Customer, for the term set forth on the applicable Order Form, a non-exclusive, non-sublicensable, non-transferable, non-assignable, right to access and use the Service, and use the Software, for Customer’s internal business purposes only.
2.2 Reservation of Rights
Junction AI retains all right, title, interest (including, but not limited, to intellectual property rights) in and to the Software and Service and anything developed and delivered under this Agreement, including all System Data but excluding Customer Data (defined below) and Results (defined below). “System Data” means anonymized and aggregated user and other data collected by Junction AI regarding the Services that may be used to generate logs, statistics and reports regarding performance, availability, integrity and security of the Services (e.g., aggregate response rate).
Customer may from time to time provide Junction AI suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Service. Junction AI will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Junction AI will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
As part of the registration process, Customer will identify an administrative user name and password for Customer’s account (the “Account”). Customer may use the administrative user name and password to create standard users (each with a user password) up to the maximum number permitted in the applicable Order Form. Junction AI reserves the right to refuse registration of, or cancel passwords it deems inappropriate or not in compliance with Junction AI’s password policy specified on the website at the time of registration of the Account. Customer shall be responsible for the acts or omissions of any person who accesses the Service using passwords or access procedures provided to or created by Customer. Customer shall be responsible for all activities that occur under Customer’s Account. Customer must provide true, accurate, current and complete information as requested during the Account creation process, and must also keep that information true, accurate, current and complete.
3.2 Customer Restrictions
Customer will not (and will not allow any third party to) directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software or Service (or any underlying software, documentation or data related to the Service); (b) modify, translate, or create derivative works based on the Software or Service or any underlying software; (c) copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software or Service or any underlying software; (d) use the Service or any underlying software for timesharing or service bureau purposes or otherwise for the benefit of a third party, in violation of any applicable laws or regulations or outside the scope expressly permitted hereunder (including in violation of the usage restrictions set forth in the applicable Order Form); (e) collect, process, store or transmit any Customer Data in violation of any applicable laws or regulations or privacy policies, agreements or other obligations Customer may maintain or enter into with its end users; (f) collect, transmit or provide to Junction AI hereunder any financial information of any nature, or any medical information of any nature, including bio-metric or genetic data, or any names or email addresses in combination with any phone numbers or mailing addresses, (other than those of Customer’s authorized users), or any social security numbers, driver’s license numbers, birth dates, passwords, personal bank account numbers, passport, government-issued ID or visa numbers and credit card numbers) or any other sensitive personal data; (g) attempt to probe, scan or test the vulnerability of the Service, breach the security or authentication measures of the Service without proper authorization or willfully render any part of the Service unusable; (h) use or access the Services to develop a product or service that is competitive with the Services or engage in competitive analysis or benchmarking; or (i) remove any proprietary notices or labels (all of the foregoing, collectively, the “License Restrictions”).
3.3. Customer Equipment
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). Customer shall be responsible for ensuring that such Equipment is compatible with the Service. Customer shall also be responsible for maintaining the security of the Equipment, the Account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of the Account, passwords or the Equipment with or without Customer’s knowledge or consent.
3.4 Customer Responsibilities
Customer shall be responsible for compliance with any and all applicable third party terms of service, privacy policies and similar documents for platforms, networks and/or websites that Customer runs its applications on, including but not limited to, Google or Facebook. In addition, in the event Junction AI is legally or contractually required to change or modify the Service in order to ensure the Service complies with the terms of service or privacy policies of various platforms, networks and/or websites, including, but not limited to Google or Facebook, then Customer shall be responsible for making all necessary changes to Customer’s applications and websites in order to continue using the Service.
3.5 Customer Data Compliance Obligations
Customer is solely responsible for ensuring that its use of the Service to collect, process, store and transmit Customer Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its end-users. Customer also maintains all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Customer’s purposes. All Customer Data is, or shall be, and shall remain the property of Customer. Customer hereby grants Junction AI a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, collect, transfer and process, the Customer Data for the sole purpose of Junction AI providing the Service and support to Customer under the terms of the applicable Order Form or SOW and this Agreement. In addition, Customer shall own all right, title and interest to the Results obtained by Customer through Customer’s use of the Service. For purposes of this Agreement, “Results” shall mean the data based on Customer Data resulting from Customer’s use of the Service, but do not include any dashboards for displaying results, report templates or other components of the Service used by Junction AI.
3.6 Non-Junction AI Products
Customer may choose to use or procure Non-Junction AI Products in connection with the Services. Customer’s use of any Non-Junction AI Product is subject to a separate agreement between Customer and the third party provider of the Non-Junction AI Product. If Customer enables or uses Non-Junction AI Products with the Service, Junction AI will allow the Non-Junction AI Product providers to access and use Customer Data as required for the interoperation of the Non-Junction AI Product and the Service. This may include transmitting, transferring, modifying or deleting Customer Data. Any Non-Junction AI Product provider’s use of Customer Data is subject to the applicable agreement between Customer and the Non-Junction AI Product provider.
4.1 Definition of Confidential Information
“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
4.2 Protection of Confidential Information
Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof (to the extent legally permitted), will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
Customer will pay Junction AI the Fees for the Service as listed on the applicable Order Form. The fees for each renewal term shall be the then-current fees for the Service in effect at the time of the renewal. In addition, Customer will pay Junction AI the fees for the Professional Services as set forth in the applicable SOW. All fees paid under this Agreement are denominated in US dollars and Customer shall pay Junction AI in US dollars. All payment obligations are non-cancelable and, unless otherwise provided in the Agreement, all fees paid under this Agreement are nonrefundable.
5.2 Invoicing and Payment
Payment for all invoices is due within thirty (30) days of receipt of the invoice, or the Service may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
5.3 Payment Disputes
If Customer believes that Junction AI has billed Customer incorrectly, Customer must contact Junction AI no later than fifteen (15) days after receipt of invoice in order to receive an adjustment or credit. Inquiries should be directed to Junction AI’s accounting department, firstname.lastname@example.org. Junction AI shall respond to Customer within three (3) business days after receiving such inquires.
Customer shall be responsible for all taxes, duties and other governmental charges associated with the Software or Service other than U.S. taxes based on Junction AI’s net income. If Customer is required by law to withhold any taxes, Customer must provide Junction AI with an official tax receipt or other appropriate documentation, and all fees are payable hereunder without any deduction for such withheld taxes or otherwise.
5.5 Purchase Order
If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. The Customer acknowledges and agrees to the extent of any inconsistency between this Agreement and any terms and conditions attached to the Customer’s purchase order, the terms of this Agreement will prevail. The parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.
5.6 Suspension of Service
If Customer fails to pay any amounts due, Junction AI may suspend the applicable Service by providing Customer with thirty (30) days’ prior written notice. Junction AI will have no liability in connection with any such suspension.
The term of this Agreement will commence on the effective date of the initial Order Form and continue until terminated as set forth below. Subject to earlier termination as provided below, the initial subscription term of the applicable Order Form is as specified in such Order Form, and shall be automatically renewed for successive terms of twelve (12) months, unless either party requests termination at least thirty (30) days prior to the end of the then current term.
Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms and SOWs then in effect. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if (a) the other party materially breaches any of the terms or conditions of this Agreement, and if the breach is capable of remedy, fails to promptly remedy that breach within thirty (30) calendar days of notice or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. If this Agreement is terminated as a result of a material breach by Customer, then Customer shall pay in full all remaining Fees payable through the remainder of each outstanding Order Form or if Customer has prepaid any Fees, then those Fees are nonrefundable. If this Agreement is terminated by Customer due to a material breach by Junction AI, then Junction AI shall refund Customer on a pro-rata basis any prepaid Fees covering the remainder of each outstanding Order Form after the effective date of termination.
Upon expiration or termination of this Agreement, all rights and obligations will immediately terminate except that any accrued payment obligations and other terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to confidentiality, disclaimers, indemnification, limitations of liability and termination and the miscellaneous provisions below. Junction Ai shall make available to Customer any Customer Data stored within the Service thirty (30) days after the expiration or termination, after which Junction Ai shall have no further obligation to Customer with respect to the storage of Customer Data and may, in its sole discretion, permanently delete Customer Data.
7.1 Indemnification by Junction AI
Junction AI will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Service as permitted hereunder infringes any United States patent, trademark or copyright and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Junction AI) in connection with any such Claim. The foregoing obligations do not apply with respect to the Service or portions or components thereof (x) not supplied by Junction AI, (y) made in whole or in part in accordance to Customer specifications, or (z) combined with other products, processes or materials of Customer’s business where the alleged infringement would not have occurred without such combination (collectively, the “Excluded Claims”). If the use of the Service by Customer has become, or in Junction AI’s opinion is likely to become, the subject of any claim of infringement, Junction AI may at its option and expense (i) procure for Customer the right to continue using and receiving the Service as set forth hereunder; (ii) replace or modify the Service to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement or the applicable Order Form and refund Customer on a pro-rata basis any prepaid fees covering the remainder of the term of the applicable Order Form(s) after the effective date of termination. This section states Junction AI’s entire liability and Customer’s exclusive remedy for infringement or misappropriation of intellectual property of a third party.
7.2 Indemnification by Customer
Customer will defend Junction AI against any Claim made or brought against Junction AI by a third party arising out of the Excluded Claims or any breach of the License Restrictions, and Customer will indemnify Junction AI for any damages finally awarded against Junction AI (or any settlement approved by Customer) in connection with any such Claim.
7.3 Indemnification Procedure
Each party’s indemnification obligations are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party of any claim in writing; and (b) cooperating with the indemnifying party in the defense of any claim. The indemnified party shall have the right to participate in the defense of any third party claim with counsel selected by it subject to the indemnifying party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the indemnified party. Notwithstanding any other provision of this Agreement, the indemnifying party shall not enter into settlement of any third party claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld.
8.1 Mutual Representations
Each party represents to the other that: (a) it is duly organized and a validly existing entity, in good standing under the laws of the jurisdiction in which it was formed, and that it has the right and capacity to enter into this Agreement; (b) it has full power and authority to grant the rights granted by it under this Agreement and that there are no outstanding obligations or agreements that conflict with this Agreement; and (c) this Agreement, when signed by its duly authorized representative, constitutes a valid and legally binding obligation on that party that is enforceable in accordance with the terms of this Agreement.
8.2 Junction AI Warranties
Junction AI warrants that: (i) it will use commercially reasonable efforts to prevent the introduction of viruses, Trojan horses or similar harmful materials into the Service (but Junction AI is not responsible for harmful materials submitted by Customer or Customer’s Users); and (ii) the Service will perform materially in accordance with the applicable documentation (collectively, “Performance Warranty”). In the event of a breach of the Performance Warranty, Junction AI will use commercially reasonable efforts to correct any non-conformity. In the event Junction AI determines corrections to be impracticable, Junction AI or Customer may terminate the applicable Order Form and this Agreement. In the event the applicable Order Form and this Agreement are terminated as provided herein, Junction AI will refund to Customer any pre-paid fees for use of the Service for the termination portion of the applicable Term. The Performance Warranty will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer noticed the non-conformity, (ii) if the non-conformity is caused by misuse, unauthorized modifications or Non-Junction AI e Products, or other third-party products, services, software or equipment, or (iii) Beta Services. Junction AI’s sole liability and Customer’s sole exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 8.2.
JUNCTION AI DOES NOT WARRANT THAT THE SERVICE OR ANY PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR ANY PROFESSIONAL SERVICES. THE SERVICE AND ANY PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND JUNCTION AI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND ACCURACY. JUNCTION AI DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE OR ANY PROFESSIONAL SERVICES. JUNCTION AI DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICE OR ANY PROFESSIONAL SERVICES IS ACCURATE OR COMPLETE OR WILL ALWAYS BE AVAILABLE.
IN ADDITION, CUSTOMER ACKNOWLEDGES THAT JUNCTION AI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. JUNCTION AI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. JUNCTION AI IS NOT RESPONSIBLE OR LIABLE FOR ANY NON- JUNCTION AI PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.
IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT (INCLUDING ANY ORDER FORM OR SOW) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR ANY LOSS OF BUSINESS, ANY LOSS OF REVENUE OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL (INCLUDING NON- JUNCTION AI PRODUCTS OR ANY INTEGRATION THEREWITH); OR (D) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO JUNCTION AI FOR THE APPLICABLE SERVICES UNDER THE APPLICABLE ORDER FORM, OR THE APPLICABLE PROFESSIONAL SERVICES UNDER THE APPLICABLE SOW, RELATING TO ANY SUBJECT MATTER THEREOF IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES THAT AN INTERRUPTION IN SERVICE (S) DUE TO CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF JUNCTION AI, SUCH AS A FAILURE OF TELECOMMUNICATIONS OR NETWORK SYSTEMS NOT CONTROLLED BY JUNCTION AI, SHALL NOT BE CONSIDERED A SERVICE OUTAGE OR SERVICE DEFICIENCY FOR PURPOSES OF ANY REMEDY PROVIDED HEREIN. If applicable law limits the application of the provisions of this Section, a party’s liability will be limited to the maximum extent permissible.
The parties agree that the limitations and exclusions set out in this Section are reasonable, having regard to all the relevant circumstances and the levels of risk associated with each party’s obligations under this Agreement.
10.1 Entire Agreement; Waiver; Conflicts
Both parties agree that the Order Forms, SOWs and this Agreement, including all exhibits, are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement (including, with respect to the subject matter hereof, any non-disclosure or confidentiality agreement previously entered into between the parties and any online terms of service or click-through agreements within the Service), and that all waivers and modifications must be in a writing signed on behalf of both parties by their duly authorized representatives, except as otherwise provided herein.
If there is a conflict between this Agreement and any Order Form or SOW, then the Order Form or SOW shall govern.
In the event that any part or provision of this Agreement is declared fully or partially invalid, unlawful or unenforceable by a court of competent jurisdiction, the remainder of the part or provision and the Agreement will remain in full force and effect, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.
The Agreement is not assignable, transferable or sublicensable by Customer except with Junction AI’s prior written consent but may be assigned by Junction AI without restriction; provided, however, that Customer may assign all Order Forms, SOWs and this Agreement without such consent to an affiliate or any other entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of Customer’s voting securities or assets. Non-permitted assignments are void. This Agreement is binding upon, and inures to the benefit of, the parties and their respective successors and assigns.
This Agreement may be executed in one or more counterparts.
10.4 Independent Contractors
No agency, partnership, joint venture, or employment is created as a result of the Agreement and each party does not have any authority of any kind to bind or attempt to bind the other party in any respect whatsoever.
All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Customer must be sent to the email or other address as set forth in Customer’s Account information. Notices to Junction AI must be sent to the following address: Junction AI, Inc., 3824 Cedar Springs Rd #311, Dallas TX, 75219, Attn: Legal.
10.6 Governing Law and Venue
This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in Travis County of Texas, or in a state court in Austin, Texas, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
10.7 Export Restrictions
Customer must not access or use the Service in violation of any U.S. export embargo, prohibition or restriction. In addition, Customer must comply with all applicable laws and regulations governing the export, re-export and transfer of the Service and Customer is responsible for obtaining any required export or import authorizations.
10.8 United States Government End Users
Junction AI provides the Service, including related software and technology, for ultimate United States federal government end use solely in accordance with the terms of this Agreement, and the use thereof is restricted by the terms of this Agreement.
For purposes hereof, “including” means “including without limitation”.
10.10 Force Majeure
Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
10.11 Exclusion of United Nations Convention on Contracts
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to any Order Form, SOW and this Agreement.