This Software as a Service (SaaS) Agreement (this "Agreement") is made as of the last date of signing (the "Effective Date"), by and between TechJutsu Corp., with an office located at 200 Continental Drive, Suite 401, Newark, Delaware, 19713 ("Provider"), and Customer, ("Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."
WHEREAS, Provider provides access to Caller Verify to its customers; 
AND WHEREAS, Customer desires to access Caller Verify, and Provider desires to provide Customer access to Caller Verify, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.	Definitions and Interpretation.
(a)	Definitions. 
"Aggregated Statistics" means data and information related to Customer's use of Caller Verify that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of Caller Verify.
"Authorized User" means Customer's employees, consultants, contractors, artificially intelligent system, and agents (i) who are authorized by Customer to access and use Caller Verify under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to Caller Verify has been purchased hereunder.
"Caller Verify" means the TechJutsu branded software as a service offering, as made available on the Okta Platform, that facilitates telephone caller identity verification.
"Confidential Information" means all documents, information, technology and data disclosed or furnished in any connection with this Agreement by the disclosing Party to the receiving Party, directly or indirectly, whether in oral, written, graphic, video, machine-readable or other form that is either marked or identified (in writing or orally) as being confidential or proprietary. For certainty, Confidential Information shall be deemed to include, the terms and conditions of this Agreement, all information made available to Customer in using Caller Verify, the Documentation, the Provider IP, the Customer Data and all other technical and product information and documentation, trade secrets, and the whole of the ideas, concepts, processes, procedures, and know-how contained therein.
"Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through Caller Verify. Customer Data is not collected or stored, with the exception of Aggregated Statistics, by Caller Verify.
"Documentation" means Provider's user manuals, architectural diagrams, handbooks, and guides relating to Caller Verify provided by, or made available by, Provider to Customer either electronically or in hard copy form, including such documentation that may have be provided by Provider to Customer prior to the Effective Date.
"Effective Term” means from 12:00 am Mountain Time on the Start Date to 11:59 pm Mountain Time on the End Date of an executed Order Form.
"Feedback" has the meaning set forth in Section 7(c).
"Initial Term" has the meaning set forth in Section 11(a).
"Law" means any statute, law, ordinance, regulation, rule, industry standard, code, practice, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local government, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction, as amended or superseded from time to time.
"Losses" has the meaning set forth in Section 9(a)(i).
"Fees" has the meaning set forth in the Subscription and Support section of the currently executed Order Form.
"Okta Agreement" means an agreement Customer or Provider has with Okta, Inc., a corporation formed under the laws of Delaware, that is necessary for the use or provision of Caller Verify.
"Okta Platform" means the identity management enterprise platform provided to Customer by Okta, Inc. 
"Order Form" has the meaning set forth in Section 4(a).
"Provider IP" means Caller Verify, the Documentation, the Provider Marks and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, proprietary right or other intellectual property right or technology related thereto. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of Caller Verify, but does not include Customer Data.
"Provider Marks" means any Provider name, logo, mark image or tagline.
"Renewal Term" has the meaning set forth in Section 11(a).
"Service Level" has the meaning set forth in the Terms and Conditions section of the currently executed Order Form.
“Support Level” has the meaning set forth in the Terms and Conditions section of the currently executed Order Form
"Service Suspension" has the meaning set forth in Section 2(e).
"Term" has the meaning set forth in Section 11(a).
"Third-Party Claim" has the meaning set forth in Section 9(a)(i). 
"Third-Party Components" has the meaning set forth in Section 3(b).
"Transaction" means a single lookup of a caller profile within the Okta identity store.
(b)	Interpretation. For purposes of this Agreement: (a) the words "include", "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein", "hereof", "hereby", "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein to “Sections” and “Order Form” refer to the Sections and Order Form attached to this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Order Forms referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
2.	Access and Use. 
(a)	Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all the terms and conditions of the Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(l)) right to access and use Caller Verify during the Term, solely for Customer’s internal business operations in accordance with the terms and conditions herein. 
(b)	Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12(l)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of Caller Verify.
(c)	Use Restrictions. Customer shall not use Caller Verify for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of Caller Verify or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available Caller Verify or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of Caller Verify, in whole or in part; (iv) remove any proprietary notices from Caller Verify or Documentation; or (v) use Caller Verify or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Law.
(d)	Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
(e)	Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may suspend Customer's access to any portion or all of Caller Verify if: (i) Customer fails to make any payment to Provider when due, in accordance with Section 5(a);  (ii) Provider determines, in its sole discretion, that (A) Customer or any Authorized User is not using Caller Verify in accordance with this Agreement, (B) there is a threat or attack on any of the Provider IP, (C) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider, (D) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities, (E) 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, or (F) Provider's provision of Caller Verify to Customer or any Authorized User is prohibited by applicable Law; or (iii) any third party has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access Caller Verify including Okta Platform (a suspension arising in whole or in part from any of the foregoing circumstances, as described in (i), (ii), or (iii) of this subsection 2(e), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to Caller Verify following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to Caller Verify as soon as reasonably practicable after the event giving rise to the Service Suspension is cured, in Provider’s sole discretion. Provider 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. 
(f)	 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of Caller Verify and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into Caller Verify. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable Law, including in Provider’s marketing and promotional materials and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information. 
3.	Customer Responsibilities.
(a)	General. Customer is responsible and liable for all uses of Caller Verify and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of Caller Verify and shall cause Authorized Users to comply with such provisions.
(b)	Third-Party Components. Caller Verify may contain or otherwise make use of software, code, content, data, documentation, or other materials, including, “open source” or “freeware” software and the Okta Platform[1] ("Third-Party Components”). Third-Party Components may be licensed under additional or other license terms that accompany such Third-Party Components and Customer agrees to be bound by, and shall comply with, the provisions of such license terms.  Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the license terms that accompany any Third-Party Components.
(c)	Reasonable Assistance. Customer acknowledges that Provider’s timely performance of its obligations hereunder may require that Customer provide, or provide access to, Customer’s facilities, equipment, assistance, cooperation, data, information and materials ("Cooperation") to Provider or its designee(s), including Okta, Inc. or other of Provider’s licensors and service providers. Provider shall not be liable for any deficiency in performing its obligations hereunder if such deficiency results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation includes (i) designating a technical lead to interface with Provider during the Term; (ii) allocating and engaging any additional resources as may be required to assist Provider in performing its obligations hereunder; and (iii) making available to Provider any data, information and other materials required for Provider to perform its obligations hereunder.
4.	Service Support. 
(a)	Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to provide the support services set out in all current Order Forms that have not expired, been filled or been terminated, copies of which have been provided to the Customer (“Order Form(s)”). 
(b)	In the event the Parties mutually agree on a change to the executed Order Form prior to the end of the Order Form’s term, the Parties will execute a change order identifying all changes to the Order Form and the effective date of the changes (“Change Order”).  The Change Order will remain in effect until the end of the currently executed Order Form’s Term or a superseding Change Order is executed.
5.	Fees and Payment. 
(a)	Fees. Customer shall pay Provider the Fees, as defined and set forth in the Order Form, without off-set or deduction. Customer shall make all payments hereunder in US dollars within thirty (30) days of receipt of Provider’s invoice. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of one and a half percent (1.5%), compounded monthly, on outstanding monthly balances (equivalent to 19.6% per annum) or, if lower, the maximum amount permitted under applicable Law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorney fees and expenses, court costs, and collection agency fees; and (iii) Provider may, at any time, suspend Customer's access to any portion or all of Caller Verify, at Provider’s sole discretion, until such amounts are paid in full.
In the event an invoice is disputed in good faith by Customer and notification of such dispute is provided to TechJutsu within thirty (30) days of receipt of the invoice, Customer will pay the invoice, less the amount in dispute, and prior to the initiation of any formal adversary proceedings, the Parties will work together during the following thirty (30) days in good faith to resolve their differences with regard to the invoiced amount not paid. For the avoidance of doubt, late payment charges will not apply to the disputed portion pending such resolution.
(b)	Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.
(c)	Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds five percent (5%) for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.
6.	Confidential Information.
(a)	Disclosure and Exceptions. From time to time during the Term, either Party may disclose or make available to the other Party Confidential Information. The receiving Party shall hold in confidence and shall protect (using efforts and measures it uses to protect its own confidential information of a similar nature, but in any event reasonable efforts and measures) the disclosing Party’s Confidential Information from harm, loss, theft, reproduction and unauthorized access while in its possession or control. The receiving Party will not disclose the Confidential Information, except to: (i) its employees, contractors, advisors and consultants who have a need to know in relation to this Agreement and who shall be subject to the same confidentiality obligations as outlined in this Agreement; (ii) to a potential assignee, acquirer or successor if and to the extent such person or its representatives need to know such Confidential Information in connection with a bona fide potential sale, merger, amalgamation or other corporate transaction involving the business or assets of the disclosing Party and provided that any such receiving parties are subject to confidentiality obligations no less protective of such disclosed Confidential Information than this Agreement; or (iii) as otherwise approved in writing by the disclosing Party. The confidentiality obligations set out in this Section 6 do not apply in the following circumstances: (A) if Confidential Information prior to furnishing or thereafter becomes known to the public without fault or breach of Customer; (B) if Customer obtains Confidential Information from a third party without restriction on disclosure and without breach by such third party of a non-disclosure obligation; (C) if Confidential Information is independently developed by the receiving Party; or (D) to the extent that Customer is required to disclose information by applicable Law or a court of competent jurisdiction; provided, however, that it shall not make any such disclosure without first notifying Provider and allowing Provider a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure. In addition, Customer shall take reasonable steps, to the extent permitted by applicable Law, to remove from the Confidential Information that is required to be disclosed, any information that a reasonable person would conclude is commercially sensitive to Provider. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable Law. 
(b)	Unauthorized Disclosure. The receiving Party shall promptly notify the disclosing Party upon discovery of any unauthorized use or disclosure of the disclosing Party’s Confidential Information, and will cooperate with the disclosing Party in every reasonable way to help regain possession of such Confidential Information and to prevent its further unauthorized use or disclosure. 
7.	Intellectual Property. 
(a)	Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Components, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Components.
(b)	Customer Data. 
(i)	Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, sublicenseable, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide Caller Verify to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. 
(ii)	Customer hereby represents and warrants that any information about an identifiable individual ("Personal Information") contained within the Customer Data has been collected in accordance with all applicable Laws, the (“Privacy Laws") and, without limiting the foregoing, that any such individual has consented, in accordance with the Privacy Laws, to the Parties’ respective collection, use, retention and disclosure of such Personal Information as may be necessary, for Customer’s use, and Provider’s operation of Caller Verify. 
(iii)	During the Term of the Agreement, Customer may extract Customer Data from the Caller Verify using Provider’s standard functionality. Upon expiration or earlier termination of this Agreement, Provider shall make available to Customer, at no cost, for thirty (30) days following the termination or expiration of this Agreement, for download a file of Customer Data (excluding personal confidential information, such as passwords which may not be included except in hashed format) in comma separated value (.csv) format. After such thirty (30) day period, Provider shall delete or destroy all Customer Data in its possession except that which is incorporated into Aggregated Statistics.
(c)	Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
(d)	Marks. Customer will not directly or indirectly obtain or attempt to obtain at any time, any right, title or interest by registration or otherwise in or to the Provider Marks. Customer acknowledges that the goodwill associated with the Provider Marks belongs and will inure exclusively to Provider and, upon request, Customer will modify or cease its use of any Provider Marks. Customer hereby grants to Provider a non-exclusive, royalty free license to include, with Customer’s prior written consent, Customer’s trademarks on Provider’s website or in its marketing materials.
8.	Warranty Disclaimer. THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO THIRD-PARTY COMPONENTS.
9.	Indemnification. 
(a)	Provider Indemnification. 
(i)	Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorney fees and expenses) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that Caller Verify, or any use of Caller Verify in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. 
(ii)	If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace Caller Verify, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. 
(iii)	This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of Caller Verify in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to Caller Verify not made by Provider; (C) Customer Data; or (D) Third-Party Components.
(b)	Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses arising from or relating to the Customer Data, or any use of the Customer Data in accordance with this Agreement, including: (i) any Third-Party Claim that the Customer Data infringes or misappropriates such third party's intellectual property rights; (ii) any Losses relating to any breach of Laws or of this Agreement by Customer or any Authorized User; and (iii) any Third-Party Claims based on Customer's or any Authorized User's (A) negligence or wilful misconduct; (B) use of Caller Verify in a manner not authorized by this Agreement; (C) use of Caller Verify in combination with data, software, hardware, equipment or technology not provided by Provider or authorized by Provider in writing; or (D) modifications to Caller Verify not made by Provider. Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice. 
(c)	Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT CALLER VERIFY INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10.	Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; OR (vi) LOSS ARISING FROM THE ALTERATION OR MISUSE OF CALLER VERIFY AND/OR ANY RELATED SOFTWARE BY CUSTOMER. IN NO EVENT WILL EITHER PARTIES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
11.	Term and Termination. 
(a)	Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until three (3) years from such date (the "Initial Term"). This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").
(b)	Termination. In addition to any other express termination right set forth in this Agreement:
(i)	Provider may terminate this Agreement, in its sole discretion, with immediate effective upon written notice to Customer: (A) if Customer fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Provider's delivery of written notice thereof; (B) if Customer breaches any of its obligations under Section 2(c) or Section 6; (C) in the event a Service Suspension persists, or is reasonably likely to persist, for over thirty (30) days;  (D) in the event Customer is in breach of an Okta Agreement;
(ii)	Provider may terminate this Agreement in its sole discretion for any reason at any time during the Term by providing ninety (90) days’ written notice to Customer in advance of such termination taking effect; 
(iii)	either Party may terminate this Agreement, with immediate effect upon written notice to the other Party, if an Okta Agreement is not in place, has terminated or has expired;
(iv)	either Party may terminate this Agreement, with immediate effect upon written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(v)	either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c)	Effect of Expiration or Termination. 
(i)	Customer Obligations. Upon expiration or earlier termination of this Agreement, Customer shall: (A) immediately discontinue use of Caller Verify and any Provider Confidential Information and; (B) without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of Provider’s Confidential Information, except that which may be required for archival purposes. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
(ii)	Provider Obligations. Upon expiration or earlier termination of this Agreement, Provider shall: (A) make Customer Data available to Customer for download in accordance with Section 7(b)(iii); and (B) without limiting Provider's obligations under Section 6 and subject to Section 7(b)(iii), delete, destroy, or return all copies of Customer’s Confidential Information, except that which may be required for archival purposes. 
(d)	Survival. Sections 1, 2(f), 5, 6, 7, 8, 9, 10, 11(c), 11(d) and 12 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12.	Miscellaneous. 
(a)	Entire Agreement. This Agreement, together with all Order Forms, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. 
(b)	Incorporation by Reference. All terms, provisions and agreements set forth in the Order Forms (subject to Section 12(d) below) are hereby incorporated in this Agreement by reference and shall be deemed to have the same force and effect as though fully set forth herein. 
(c)	Relationship of the Parties. Provider is an independent contractor and nothing in this Agreement will be construed to make either Provider or Customer partners, joint venturers, principals, agents or employees of the other. Neither Party will have any right, power or authority, express or implied, to bind or make representations on behalf of the other.
(d)	Order of Precedence. In the event of any inconsistency between a Third-Party Components Agreement, this Agreement, and any Order Forms, and any amendments to the terms of thereof, the following order of precedence governs: (i) first, a Third-Party Components Agreement; (ii) second, this Agreement; (iii) third, the Order Forms to this Agreement as of the Effective Date; and (iv) fourth, any amendments to the terms of any Order Forms.
(e)	Notices. All notices, requests and communications to the Parties hereunder shall be in writing (including e-mail or similar writing) and shall be given to the Parties at their respective address as identified below or to such other addresses as either Party may hereafter specify by written notice to the other Party. Each such notice, request, or communication shall be effective upon receipt, provided that if the day of receipt is not a business day, then the notice shall be deemed to have been received on the next succeeding business day. 
(f)	Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including acts of God, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of Law or any action taken by a governmental or public authority, including imposing an embargo.
(g)	Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. 
(h)	Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(i)	Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(j)	Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(k)	Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of Caller Verify or any Customer Data outside the US. 
(l)	Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. Provider may assign any of its rights or obligations hereunder without the consent of Customer. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
(m)	Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. 
(n)	Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Confirmation of the execution of this Agreement may be communicated by way of electronic transmission of a signed copy of this execution page.