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<br />NONINFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED. SEW DOES NOT WARRANT THAT THE
<br />SERVICES ARE OR WILL BE ERROR-FREE OR MEET ALL CUSTOMER REQUIREMENTS. WITHOUT LIMITING THE FOREGOING,
<br />SERVICES MAY BE SUBJECT TO LIMITATIONS OF THE TELECOMMUNICATIONS PROVIDER, HOSTING ENVIRONMENT, DELAYS,
<br />INTERNET SERVICE PROVIDER, THIRD PARTIES, ACTIONS OR INACTIONS OF THE CUSTOMER, AND OTHER PROBLEMS INHERENT
<br />TO THE USE OF MASS-MARKET NOTIFICATION SERVICES AND ELECTRONIC COMMUNICATIONS. SEW IS NOT RESPONSIBLE FOR
<br />ANY DELAYS, DELIVERY FAILURES, DELETIONS, LOSS OF DATA, DATA CORRUPTION, THIRD-PARTY PUBLICATION, OR OTHER
<br />DAMAGES RESULTING FROM SUCH PROBLEMS NOT CAUSED BY SEW OR OUTSIDE OF SEW’S REASONABLE CONTROL. TO THE
<br />EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY
<br />WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. SEW SHALL NOT BE LIABILE AND WILL HAVE NO OBLIGATION TO INDEMNIFY
<br />CUSTOMER FOR END USER DATA OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION SENT TO SEW.
<br />6.2. LIMITATION OF LIABILITY. IN NO EVENT WILL SEW’S AND ITS LICENSORS’ TOTAL AGGREGATE LIABILITY ARISING FROM OR
<br />RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID FOR THE NOTIFICATION SERVICES UNDER THIS AGREEMENT
<br />DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE SUCH CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY
<br />APPLICABLE LAW, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO
<br />EVENT WILL SEW OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL ,
<br />SPECIAL OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, OPPORTUNITIES, DATA, OR USE, ARISING
<br />OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF SEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
<br />OR A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
<br />6.3. Recordings and Communications Monitoring. In the event Customer records or monitors any SMS messages, IVR communications, or other
<br />communications using the Services, then Customer represents and warrants that it shall comply with all applicable laws prior to doing so at all
<br />times. SEW makes no representations or warranties with respect to recording or monitoring telephone calls/IVR communications, SMS
<br />messages, or other communications, and recommends that Customer always secure prior consent to record or monitor communications using
<br />the Services. Customer acknowledges that these representations, warranties, and obligations are essential to SEW’s ability to provide the
<br />Services, and further agrees to indemnify SEW and its affiliates or providers in the event of any acts or omissions in connection with recording
<br />or monitoring IVR communications, SMS messages, or other communications, whether such claims arise under contract, tort, statute, or other
<br />legal theory.
<br />7. Additional Terms
<br />7.1. Short Codes. If Customer utilizes a short code with SEW as a part of the Services, Customer:
<br />a) Shall not change the short code use case without first having such new use case approved by SEW or the applicable provider.
<br />b) Shall stop sending additional messages to any party that replies by texting “STOP” (or the equivalent) to the short code, except for a single
<br />text message confirming that such party has been successfully opted out of the short code.
<br />c) Shall follow all applicable rules, regulations, laws, statutes, or g uidelines set by state, local, or federal legal authorities, or as imposed by
<br />SEW or its affiliates, providers, etc. pertaining to the use of short codes or voice recordings.
<br />7.2. Compliance with Laws. Both Customer and SEW agree to comply with the applicable laws relating to each Party’s respective activities pursuant
<br />to this Agreement.
<br />7.3. No Waiver. Our failure to enforce at any time, any provision of this Agreement, or any other applicable policy or signed writing in co nnection
<br />hereto shall not waive our right to do so later. Any waiver must be in writing and signed by both Parties to be legally binding.
<br />7.4. Independent Contractors. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent
<br />of the other, and neither may make commitments on the other’s behalf.
<br />7.5. Force Majeure. No delay, failure, or default, other than a failure to pay fees, will constitute a breach of this Agreement to the extent t hat such
<br />delay, failure, or default, or any other breach is caused by acts of war, terrorism, earthquakes, other acts of God or of nature, strikes or labor
<br />disputes, embargoes, or other causes beyond the performing Party’s reasonable control.
<br />7.6. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Provider’s prior
<br />written consent. Except to the extent forbidden herein, this Agreement will be binding upon and inure to the benefit of the P arties’ respective
<br />successors and assigns. Any attempt to assign, transfer, or delegate the terms under this Agreement shall be null and void.
<br />7.7. Notices. Any notice required or permitted to be given under this Agreement will be given in writing to the receiving Party by personal delivery,
<br />certified mail, return receipt requested, overnight delivery recognized by a nationally recognized carrier, or by email upon confirmation of receipt.
<br />Notices to SEW shall be copied to contracts@sew.ai.
<br />7.8. Modification. Modifications to the Services and associated fees thereof may be made from time to time, and any modifications made to the
<br />Services, or associated fees, shall be noticed to the Customer thirty (30) days prior to such modifications taking effect.
<br />7.9. Severability. To the extent permitted by law, the Parties waive any provision of law that would render any clause of this Agreement invalid or
<br />unenforceable. In the event that a provision herein is held to be invalid or unenforceable, such provision will be interprete d to fulfill its intended
<br />purpose to the maximum extent permitted by law, and the remaining provisions of this Agreement will continue in full force and effect.
<br />7.10. Choice of Law & Jurisdiction: This Agreement will be governed by the laws of the State of California, without reference to any conflicts of law
<br />principles. The Parties consent to the personal and exclusive jurisdiction of the federal and state courts of Orange County, California.
<br />7.11. Conflicts. Should this Agreement conflict with any other agreements, this Agreement will govern.
<br />7.12. Construction. The Parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed
<br />in favor of or against either party by reason of authorship.
<br />7.13. Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings,
<br />negotiations, and discussions with respect to its subject matter, with the exception of an applicable license agreement, SaaS subscription
<br />agreement, or statement of work. Neither Party has relied upon any such prior or contemporaneous communications except those expressly
<br />referenced and named herein.
<br />7.14. Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such
<br />counterparts will constitute a single instrument.
<br />7.15. Amendment. This Agreement may only be amended in writing by authorized representatives of each Party.
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<br />EXHIBIT A
<br />DocuSign Envelope ID: 6EE86165-D6F1-4646-9E79-5B5C46F230E7Docusign Envelope ID: 8554268A-3B16-47CD-A583-5329ACD47579
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