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EXHIBIT A
<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 FORANYDELAYS, DELIVERY FAILURES, DELETIONS, LOSS OF DATA,DATA CORRUPTION,THIRD-PARTY PUBLICATION, OR OTHERDAMAGESRESULTINGFROMSUCHPROBLEMSNOTCAUSEDBYSEWOROUTSIDEOFSEWSREASONABLECONTROL.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 SEWS 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 alltimes. 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 Terns
<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 guidelines 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 connection
<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 that such
<br />delay,failure,or default,or any other breach is caused by acts of war,terrorism,earthquakes,other ads 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 Providers prior
<br />written consent.Except to the extent forbidden herein,this Agreement will be binding upon and inure to the benefit of the Parties'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(Csew.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 orunenforceable.In the event that a provision herein is held to be invalid or unenforceable,such provision will be interpreted 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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