Last Updated September 19, 2025

These Kernel Customer Terms of Service (“Customer Terms”) is effective as of the effective date of an applicable signed service order (such form a “Service Order” and such date the “Effective Date”) and is by and between Kernel Intelligence Inc., a Delaware corporation with a place of business at 116 Storer Ave. New Rochelle, NY 10801 (“Company”), and the customer set forth on the Service Order (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of these Customer Terms and the terms of any Service Order, the terms of the Service Order control. 

Section 1. Services. “Services” means the product(s) and service(s) that are ordered by Customer from Company online or through a Service Order referencing these Customer Terms, whether on a trial or paid basis, and to which Company thereby provides access to Customer. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services. Subject to the terms and conditions of these Customer Terms, Company will make the Services available during the Term as set forth in a Service Order. 

Section 2. Fees and Payment. 

2.1. Fees. Customer will pay the fees specified in the Service Order (the “Fees”). 

2.2. Payment. Company will invoice Customer for Fees, either within the Services or directly, within thirty (30) days of the Effective Date. Customer will pay all invoiced Fees net forty-five (45) days from the date of the invoice.

2.3. Invoice Disputes, Late Payment & Interest. You must notify us within 60 days of the date of your invoice if you dispute any fees, taxes, or other charges in the invoice. Unless otherwise required by Applicable Law, you cannot dispute an invoice or payment more than 60 days after the date of the applicable invoice. Late payments will bear interest at the lesser of (i) 1.5% per month calculated and compounded monthly or (ii) the highest rate permissible under Applicable Law, except for payments that are properly disputed.

2.4 Sales Tax. You agree to pay all sales, use, and other taxes and fees imposed by governmental authorities on our provision of the Services to you (other than taxes based on our net income). The Services are delivered electronically to the organization identified as Customer on the Service Order. The place of such electronic delivery is the address for billing, invoices, and taxation provided by Customer in the Service Order and the applicable sales tax is based on such billing address.

Section 3. Term and Termination.

3.1 Term. These Customer Terms will commence on the date you first enter into a Service Order and continue until terminated in accordance with Section 3.2. Any term stated in a Service Order is the term for such Service Order; each Service Order may have a different term.

3.2 Termination.

3.2.1. Termination at end of Service Order. These Customer Terms will terminate upon the expiration, cancellation, or termination of all outstanding Service Orders.

3.2.2. Termination for material breach. You or we may terminate these Customer Terms (and all Service Orders that are in effect) in the event the other party commits any material breach (including non-payment) of these Customer Terms and fails to remedy such breach within 30 days after receiving written notice of such breach. If these Customer Terms are terminated due to Customer’s material breach, all fees described in all Service Orders (whether or not the Services have been fully performed) will become immediately due and payable.

3.2.3. Termination for insolvency. Subject to Applicable Law, you or we may terminate these Customer Terms (and all Service Orders that are in effect) immediately by providing written notice to the other party in the event of the other party’s insolvency, dissolution, liquidation, assignment for the benefit of creditors, or commencement of proceedings (voluntary or involuntary) for receivership or bankruptcy.

3.2.4. Suspension of access. We may suspend your access or an Authorized User’s access to the Services if permitted by another provision of these Customer Terms. We may not be required to give any notice to you to suspend access under such other provisions.

3.3 Effect of Termination. Upon termination of these Customer Terms, you and each Authorized User will immediately discontinue active use of the Services, and you will promptly pay all outstanding amounts due in accordance with Section 3.2.2. Following termination, we have no obligation to maintain or provide access to any Service Data (as defined in Section 6.1), and we reserve the right to delete all information and Service Data related to your account, unless otherwise required by Applicable Law. Notwithstanding the foregoing, we may retain copies of Service Data and other account information as reasonably necessary to enforce or protect our legal rights, comply with Applicable Law, respond to legal process or governmental requests, or carry out our obligations under these Customer Terms.

3.4 Survival. All provisions of these Customer Terms that are intended to survive or that must survive in order to give effect to its meaning will survive the termination or expiration of these Customer Terms.

4. License and Use of the Services. 

4.1. License. Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Term, solely for Customer’s internal business purposes in accordance with this Agreement and the applicable Service Order(s).

4.2. Authorized Users. Customer may designate and provide access to its (or its corporate affiliates’) employees, independent contractors, or other agents to an account on the Services as authorized users (each an “Authorized User”) up to the number of “seats” set forth in the Service Order (unlimited if not specified in the Service Order). Each account may be used only by a single, individual Authorized User, and Customer may be charged for additional seats (if applicable), or Company may terminate these Customer Terms for cause, if this requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to these Customer Terms by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify Company of any unauthorized access or use of which Customer becomes aware. 

4.3. Prohibited Uses. Customer and Authorized Users will not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than for its intended purposes; (b) use the Services other than in compliance with applicable federal, state, and local laws; (c) interfere with the Services or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, attempt to discover the underlying source code or structure of, or otherwise copy or attempt to copy the Services; (e) knowingly transfer to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful; (f) transfer to the Services or otherwise use on the Services any routine, device, code, exploit, or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services. 

Section 5. Confidentiality. As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For the sake of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of these Customer Terms and any Service Order (whether existing or created in the future), regardless of whether these Customer Terms and such Service Order(s) are executed. Except as expressly permitted in these Customer Terms, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under these Customer Terms, such obligations including, in the case of Company, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party. 

Section 6. Data Practices.

6.1. Definitions. “Service Data” means a subset of Confidential Information comprised of electronic data, digital files, text, messages, communications, or other materials submitted to and stored within the Services by Customer in connection with use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information regarding Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”). 

6.2. Ownership. Customer will continue to retain its ownership rights to all Service Data processed under the terms of these Customer Terms and Company will own all Usage Data.

6.3. Company’s Use of Data. Company uses Service Data to operate, maintain, enhance, and provide the Services, including for account management, security, support, analytics, and product improvement, all in accordance with these Customer Terms as follows: 

6.3.1. Operating the Services. Company may receive, collect, store and/or process Service Data based on Company’s legitimate interest in operating the Services. For example, Company may collect Personal Data (such as name, phone number, or credit card information) through the account activation process. Company may also use Service Data in an anonymized manner to support certain features, functionality, and improvements within the Services. 

6.3.2. Communications. Company may communicate with Customer or Authorized Users (i) to send product information and promotional offers or (i) about the Services generally. If Customer or an Authorized User does not want to receive such communications, Customer may email hello@heykernel.com. Customer and necessary Authorized Users will always receive transactional messages that are required for Company to provide the Services (such as billing notices and product usage notifications). 

6.3.3. Improving the Services. Company may collect, and may engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on Company’s legitimate interest in improving the Services. When Company uses Usage Data, any Personal Data that was included in Service Data shall be anonymized and/or aggregated in such a manner that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Any such third-party analytics providers will not share or otherwise disclose Usage Data, although Company may make Usage Data publicly available from time to time.

6.3.4. Connecting to Third-Party Services. Customer may wish to connect third-party services to the Services (e.g., connecting Company to Customer’s single-sign-on service to verify 2FA status of Customer’s employees). When Customer uses a third-party service to connect with Company, logs into the Services through a third-party authentication service, or otherwise provides Company with access to information from a third-party service, Company may obtain other information, including Personal Data, from those third parties and combine that Service or Usage Data based on Company’s legitimate interest in providing Customer with functionality that supports the Services. Any access that Company may receive to such information from a third-party service is always in accordance with the features and functionality, particularly as to authorization, of that service. By authorizing Company to connect with a third-party service, Customer authorizes Company to access and store any information provided to Company by that third-party service, and to use and disclose that information in accordance with these Customer Terms. 

6.3.5. Third-Party Service Providers. Customer agrees that Company may provide Service Data and Personal Data to authorized third-party service providers, only to the extent necessary to provide, secure, or improve the Services. Any such third-party service providers will only be given access to Service Data and Personal Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in these Customer Terms; and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below. 6.4. Service Data Safeguards. (i) Company will not sell, rent, or lease Service Data to any third party, and will not share Service Data with third parties, except as permitted by these Customer Terms and to provide, secure, and support the Services. (ii) Company will maintain commercially reasonable (particularly for a company of Company’s size and revenue) appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Service Data. 

Section 7. Privacy Practices.

7.1. Privacy Policy. Company operates the Services and, as applicable, handles Personal Data, pursuant to the privacy policy available at https://heykernel.com/privacy/.

7.1. Customer as Controller. To the extent Service Data constitutes Personal Data, the Parties agree that Customer determines the purpose and means of processing such Personal Data, and Company processes such information on behalf of Customer. 

7.2. Hosting and Processing. Unless otherwise specifically agreed to by Company, Service Data may be hosted by the Company, or its respective authorized third-party service providers, in the United States or other locations around the world. In providing the Services, Company will engage entities to process Service Data, including and without limitation, any Personal Data within Service Data pursuant to these Customer Terms, within the United States and in other countries and territories. 

7.3. Sub-Processors. Customer acknowledges and agrees that Company may use third-party data processors engaged by Company who receive Service Data from Company for processing on behalf of Customer and in accordance with Customer’s instructions (as communicated by Company) and the terms of its written subcontract (the “Sub-Processors”). Such Sub-Processors may access Service Data to provide, secure, and improve the Services. Company will be responsible for the acts and omissions of Sub-Processors to the same extent that Company would be responsible if Company was performing the services directly under the terms of these Customer Terms. The names and locations of all current Sub-Processors used for the processing of Personal Data under these Customer Terms, if any, are set forth in the Privacy Policy. 

Section 8. Intellectual Property Rights. Each Party will retain all rights, title and interest in any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and Company in particular will exclusively retain such rights in the Services and all components of or used to provide the Services. Customer hereby provides Company a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback Company receives from Customer, Customer’s agents or representatives, Authorized Users, or other third parties acting on Customer’s behalf; and Company also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such suggestions, enhancement requests, recommendations or other feedback. 

Section 9. Representations, Warranties, and Disclaimers.

9.1. Authority. Each Party represents that it has validly entered into these Customer Terms and has the legal power to do so. 

9.2. Warranties. Company warrants that during an applicable Term the Services will be provided in a professional and workmanlike manner, consistent with generally accepted industry standards. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) herein. 

9.3. Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION AND ANY APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Company EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT Company DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM Company OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN these Customer Terms. THE PARTIES ADDITIONALLY AGREE THAT Company WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE. 

Section 10. Indemnification. 

10.1. Indemnification by Company. Company will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by these Customer Terms infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret (an “IP Claim”). Company will, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Company for such defense, provided that (a) Customer promptly notifies Company of the threat or notice of such IP Claim; (b) Company will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim (however, Company will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with Company in connection therewith. If use of a Service by Customer has become, or, in Company’s opinion, is likely to become, the subject of any such IP Claim, Company may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Company, terminate Customer’s subscription to the Service(s) and repay, on a pro-rata basis, any Fees previously paid to Company for the corresponding unused portion of the Term for such Service(s). Company will have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (x) Company’s compliance with designs, data, instructions, or specifications provided by Customer; (y) modification of the Service(s) by anyone other than Company or use of the Service(s) in violation of (i) these Customer Terms, (ii) written instructions provided by Company, or (iii) the product features of the Service(s); or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section state the sole, exclusive, and entire liability of Company to Customer and constitute Customer’s sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by Customer, Customer’s agents, or Authorized Users. 

10.2. Indemnification by Customer. Customer will indemnify and hold Company harmless against any third party claim (a) arising from or related to use of a Service by Customer, Customer’s agents, or Authorized Users in breach of these Customer Terms; or (b) alleging that Customer’s Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) Company promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by Company without prior written consent); and (iii) Company fully cooperates in connection therewith. 

SECTION 11. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO these Customer Terms, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF Company), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH these Customer Terms OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN these Customer Terms, AND EXCLUDING THE PARTIES’ INDEMNIFICATION OBLIGATIONS HEREUNDER, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF these Customer Terms OR THE SERVICES WILL IN NO EVENT EXCEED THE FEES PAID (OR PAYABLE) BY CUSTOMER TO COMPANY UNDER these Customer Terms DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION AND THE PARTIES INDEMNIFICATION OBLIGATIONS IS TO ALLOCATE THE RISKS UNDER these Customer Terms BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF Company WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. Company HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN these Customer Terms. 

Section 12. Dispute Resolution.

12.1 Informal Resolution. Before bringing any legal claim, you agree to notify us at legal@heykernel.com and work with us in good faith to resolve the dispute for up to 60 days.

12.2 Arbitration. Except as noted below, any dispute arising under this Agreement will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. There is no judge or jury in arbitration, and review is limited. The arbitrator may award the same remedies a court could, consistent with this Agreement.

12.3 Opt-Out. You may opt out of arbitration (and the related class action waiver below) within 30 days of entering into this Agreement by sending written notice to legal@heykernel.com.

12.4 Class Actions. Disputes must be resolved on an individual basis. Neither party may participate in a class, collective, or representative action, unless you validly opt out under Section 12.3.

12.5 Injunctive Relief & Collections. Either party may seek injunctive or equitable relief (e.g., confidentiality or security breaches), and we may pursue collection of unpaid amounts, in court or arbitration, at our discretion.

12.6 Jury Trial Waiver. If a claim proceeds in court rather than arbitration, both parties waive the right to a jury trial.

Section 13. Miscellaneous. 

13.1. Entire Agreement. these Customer Terms and the applicable Service Order(s) constitute the entire agreement, and supersedes all prior agreements, between Company and Customer regarding the subject matter hereof. 

13.2. Assignment. Either Party may, without the consent of the other Party, assign these Customer Terms to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to these Customer Terms. Subject to the foregoing restrictions, these Customer Terms will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. 

13.3. Severability. If any provision in these Customer Terms is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Customer Terms will remain in effect. 

13.4. Relationship of the Parties. The Parties are independent contractors. these Customer Terms does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 

13.5. Notices. All notices provided by Company to Customer under these Customer Terms may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Customer on the Service Order; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer must give notice to Company in writing by Courier or U.S. mail to Kernel Intelligence, Inc. at 116 Storer Avenue, New Rochelle, NY 10801. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above. 

13.6. Governing Law, Jurisdiction, Venue. these Customer Terms is governed by the laws of the state of New York, without regard to any conflicts of laws rules. Arbitration or court proceedings in state or federal court, as applicable, must be brought in New York City, New York. Each party consents to and waives all defenses of lack of personal jurisdiction or inconvenient forum to any arbitration or court proceeding brought in New York City, New York consistent with the terms of this Agreement.

13.7. Export Compliance. The Services and other software or components of the Services that Company may provide or make available to Customer are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Customer agrees to comply with all such laws and regulations as they relate to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located. 

13.8. Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Company’s employees or agents in connection with these Customer Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to Company. 

13.9. Publicity and Marketing. Company may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Company on Company’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides same to Company. Company may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Company never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer as the source of the information or Authorized Users or others personally. 

13.10. Amendments. Company may amend these Customer Terms from time to time, in which case the new Customer Terms will supersede prior versions. Company will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Company as consent to any such amendment. Company’s failure to enforce at any time any provision of these Customer Terms does not constitute a waiver of that provision or of any other provision of these Customer Terms.