MASTER SERVICE AGREEMENT (MSA)

The Master Service Agreement (“Agreement”) constitute an agreement between the Customer and Canyon GBS LLC (“Canyon”) regarding the products and services described in the Order Form.

This Agreement sets forth the terms and conditions under which the Customer may access and use Canyon’s cloud software solution(s) and related services (collectively referred to as the “Services”). This Agreement applies to all Services provided by the Canyon to the Customer, including any future services that may be added during the term of this Agreement. It supersedes any prior agreements, representations, or understandings between the parties relating to the subject matter herein. By submitting an Order Form, each party represents and warrants to the other that the individual signing on its behalf possesses the authority to execute this Agreement and legally bind the respective party to this Agreement. Either Canyon or Customer may be individually referred to as a “Party”, and collectively, Canyon and Customer may be referred to as “Parties”.

1. Definitions

1.1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

1.2. “Agreement” means this Master Service Agreement.

1.3. “Applicable Laws” means the laws and regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern a party.

1.4. “AUP” means Canyon’s Acceptable Use Policy, available here at https://canyongbs.com/legal-terms/aiaup/.

1.5. “Cloud Service” means the Services described in an Order Form.

1.6. “Content” means information acquired by Canyon from publicly accessible sources or its third-party content providers, which is then provided to Customer through the Services or in accordance with an Order Form.

1.7. “Customer” means either an individual who accepts this Agreement on their own behalf, or an individual representing a company or other legal entity, in which case it pertains to that company or entity and its Affiliates who have entered into and signed Order Form.

1.8. “Customer Data” means data, information, or materials submitted by or on behalf of Customer or Users to the Services but excludes Feedback.

1.9. “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

1.10. “Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Canyon.

1.11. “DPA” means Canyon’s Data Processing Addendum, available here at https://canyongbs.com/legal-terms/dpa/.

1.12. “Effective Date” means the date the Agreement and access to Cloud Services starts.

1.13. “Feedback” means suggestions, feedback, or comments about the Services or related offerings.

1.14. “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disaster, riot, act of terrorism, or public utility or internet failure.

1.15. “Non-Canyon Services” means web-based, mobile, and/or offline software products offered by entities or individuals other than Canyon, which are distinctly marked as such, and capable of interoperating with the Services.

1.16. “Order Form” or “Order Forms” means the ordering document between Customer and Canyon that specifies the Services to be provided. Each order for Services is subject to this Agreement.

1.17. “Personal Data” will have the meaning(s) set forth in applicable data protection laws, including but not limited to, the Family Educational Rights and Privacy Act (FERPA), the California Consumer Privacy Act (CCPA), and the General Data Protection Regulation (GDPR), for personal information, personal data, personally identifiable information, or other similar term.

1.18. “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.

1.19. “Reseller” means the entity that has contracted directly with Canyon to resell Services to its Customers and the entity that has contracted directly with Customer for the sale of a subscription to Services.

1.20. "Service” or “Services” means the Cloud Service, Software, and Documentation.

1.21. “SLA” means Canyon’s Service Level Agreement for Cloud Services, available here at https://canyongbs.com/legal-terms/sla/.

1.22. “Software” means the client-side software or applications made available by Canyon for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Services.

1.23. “Subscription” means a permission for Customer to use or access a Service during a defined period of time.

1.24. “Subscription Period” means the duration for which the Customer has access to Services.

1.25. “Usage Data” means data and information about the provision, use, and performance of the Services and related offerings based on Customer’s or User’s use of the Services.

1.26. “User” means any individual who is authorized to use the Services on Customer’s behalf or through Customer’s account.

2. Service

2.1. Generally: Canyon will provide Customer with Services pursuant to the Order Form at the Fees set forth in the Order Form. Customer will reasonably cooperate with Canyon to allow the performance of Services, including authorizing use of Customer Data as needed. Canyon is not responsible for any inability to deliver or perform Services if Customer does not cooperate as reasonably required.

2.2. Customer Responsibilities. Customer will (a) be responsible for User compliance with this Agreement, Documentation and Order Form, (b) responsible for the accuracy, quality, and legality of the Customer Data, including but not limited to the means by which the Customer acquired such data and the Customer's use of such data with the Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Content and will promptly notify Canyon of any unauthorized access or use of the Services or Content, and (d) use the Services and Content only in accordance with the terms of this Agreement, Documentation, relevant Order Forms, and all applicable laws and government regulations. The Customer recognizes that any misuse of the Services or Content, violating the aforementioned responsibilities by either the Customer or its Users, and deemed by Canyon to jeopardize the security, integrity, or availability of Canyon’s services, may lead to an immediate suspension of the Services. However, Canyon will endeavor to use commercially reasonable efforts to provide the Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

2.3. Customer Data. Canyon may copy, modify, and use Customer Data only as needed to provide and maintain the Services and related offerings. Customer is responsible for the accuracy and content of Customer Data.

2.4. Feedback and Usage Data. Customer may give Canyon Feedback, in which case Customer gives Feedback “AS IS”. Canyon may use all Feedback freely without any restriction or obligation. In addition, Canyon may collect and analyze Usage Data, and Canyon may freely use Usage Data to maintain, improve, and enhance Canyon’s Services without restriction or obligation.

2.5. Third Party Support Services: Canyon’s commitment to deliver Services, inclusive of third-party services or software ("Third Party Support Service(s)"), is contingent upon the extent to which the respective third-party owner furnishes it to Canyon. Should an agreement permitting Canyon to resell or sublicense a Third Party Service be terminated or expire before the Expiration Date stipulated in the relevant Order Form or before the expiration of any renewal, or if the terms of said agreement are substantially altered to impede Canyon from delivering the Third Party Support Service(s) under the current terms in a commercially viable manner, then Canyon’s obligation to furnish such Third Party Support Services to Client, and Client's corresponding obligation to pay Canyon for said Third Party Support Services, will automatically cease, as applicable, upon the effective date of the termination, expiration, or substantial modification.

2.6. Integration with Non-Canyon Services. Canyon assumes no responsibility or liability for any Non-Canyon Service. If Canyon makes Non-Canyon Services available to Customer in connection with its Services, then Canyon may change prices for Non-Canyon Services and may add or remove Non-Canyon Services at any time with thirty (30) day notice to Customer.

2.7. Minimum Age Requirement. The Services are intended for use by individuals aged 16 and above. Customers are responsible for ensuring that all Users meet this age requirement.

2.8. AI-Enabled Assistant. Some of Canyon’s Services include an AI-enabled assistant feature. This feature utilizes evolving technology and may generate unexpected or inaccurate results. By utilizing the AI-enabled Assistant, Customer acknowledges and accepts these potential risks. Additionally, Customer agrees that Canyon will not be liable for any output generated by the AI-enabled Assistant or for any information Customer provides to the AI-enabled assistant. Customer's usage of the AI-enabled Assistant is subject to Canyon’s Acceptable Use Policy (AUP), available at https://canyongbs.com/legal-terms/aiaup/. By using the AI-enabled Assistant, Customer and Users agree to adhere to Canyon’s AUP.

3. Rights and Restrictions

3.1. Reservation of Rights. Except for the specific rights explicitly granted herein, Canyon, its Affiliates, and licensors, retain full ownership and control of all aspects of the Services and Content, including their associated intellectual property rights, whether developed before or after the Effective Date. This Agreement does not confer any rights upon the Customer beyond those expressly outlined herein.

3.2. Customer Ownership of Customer Data. Except for the limited rights in Section 2.3 (Customer Data), Customer retains all rights, title, and interest in and to the Customer Data.

3.3. Access and Use: For the Services identified in the Order Form, and for the duration of the Customer’s Subscription Period, Canyon grants Customer a non-exclusive, non-sublicensable, and non-transferable right and license to access and use the Services and Content subject to this Agreement, Order Form, and Documentation. If the Customer exceeds any contractual usage limit, Canyon reserves the right to work collaboratively with the Customer to explore avenues to reduce the Customer’s usage so that it aligns with the specified limit. If, despite Canyon’s efforts, the Customer is unable or unwilling to adhere to a contractual usage limit, the Customer agrees to promptly execute an additional Order Form for the purchase of extra quantities of the relevant Services or Content upon Canyon’s request. Alternatively, the Customer agrees to pay any invoice for excess usage incurred beyond the agreed limits.

3.4. Intellectual Property Notices. The Customer shall not remove or modify any Intellectual Property Rights notice(s) incorporated within the Software or Service provided by Canyon. Furthermore, the Customer is required to replicate the unmodified Intellectual Property Rights notices in any complete or partial copies of the Software made by the Customer.

3.5. New Releases of Existing Products. Customer acknowledges and agrees that Canyon retains the right to modify or release new versions of a Service without prior notice. Such modifications or releases may occur to address customer needs, respond to regulatory requirements, or enhance product innovation. Additionally, Canyon may add or remove features or functionality from a Service at its discretion.

3.6. Restrictions: Customer’s use of the Services must comply with all Agreement, Order Form and Documentation. Except as expressly permitted by this Agreement, Customer will not (and will not allow any anyone else to): (a) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent Applicable Laws prohibit this restriction); (b) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (c) remove any proprietary notices or labels; (d) copy, modify, or create derivative works of the Services; (e) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; (f) access accounts, information, data, or portions of the Services to which Customer does not have explicit authorization; (g) use the Services to develop a competing service or product; (h) use the Services with any high risk activities, including without limitation, the operation of nuclear facilities, aircraft navigation, air traffic control, life support machines, weapons systems or any other application where the failure or malfunction of any Service can reasonably be expected to result in death, personal injury, severe property damage or severe environmental harm or with activity prohibited by Applicable Laws; (i) use the Services to obtain unauthorized access to anyone else’s networks or equipment; or (j) upload, submit, or otherwise make available to the Services any Customer Data to which Customer and Users do not have the proper rights.

4. Data Privacy and Security

4.1. Customer Data. The Data Processing Addendum (DPA) available at https://canyongbs.com/legal-terms/dpa/ and incorporated herein by reference is applicable to any Order Form for Services if the Processing (as defined in the DPA) of Personal Data (as defined in the DPA) is subject to the Family Educational Rights and Privacy Act (FERPA), the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR) or Applicable Data Protection Laws.

4.2. Security. Canyon shall develop, implement, maintain, and utilize appropriate administrative, technical, and physical security measures to preserve the confidentiality, integrity, and availability of Customer Data. These measures shall include, but not be limited to, access controls, encryption, firewalls, intrusion detection systems, regular security assessments, employee training programs, and disaster recovery procedures.

5. Payment & Taxes

5.1. Direct Payment. If Customer purchases Services directly from Canyon, fees and any payment terms will be specified in Customer’s Order Form with Canyon.

5.2. Fees and Invoices. All fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable. Unless the Order Form includes different payment terms, Services will be invoiced monthly and are due within thirty (30) days from the date of invoice.

5.3. Payment. Customer will pay Canyon the fees and taxes in each invoice in U.S. Dollars within the payment period.

5.4. Taxes. Fees and expenses do not include duties, sales, levies, use, GST, value-added, withholding, or similar taxes. Customer is responsible for any such taxes and must pay such taxes accordingly. Canyon will itemize such taxes separately in accordance with an applicable invoice. Canyon shall pay taxes related to its employees, income and property. If Customer seeks exemption from sales tax, VAT, GST, or similar taxes, they must provide Canyon with a valid tax exemption certificate or tax ID when placing the Order Form. Upon receiving valid proof of exemption, Canyon will exclude the relevant taxes from the Customer's invoice.

5.5. Payment Dispute. If Customer has a good-faith disagreement about the amounts charged on an invoice, Customer must notify Canyon about the dispute during the payment period for the invoice and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within fifteen (15) days after the end of the Payment Period.

5.6. Reseller Payments. If Customer purchases Services through an authorized Canyon Reseller, then Reseller will set Customer’s pricing and payment terms for that order, and Customer will pay the fees due to the Reseller directly.

6. Confidentiality

6.1. “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the information on each Order Form. Customer’s Confidential Information includes non-public Customer Content and Canyon’s Confidential Information includes non-public information about its Services.

6.2. Non-Use and Non-Disclosure. Unless otherwise authorized in the Agreement, Recipient will (a) only use Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

6.3. Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.

6.4. Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information.

6.5. Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in Section 6 and Recipient remains responsible for their compliance with the terms of Section 6.

7. Representations & Warranties

7.1. Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

7.2. From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Data each have and will continue to have all rights necessary to submit or make available Customer Data to the Services and to allow the use of Customer Data as described in the Agreement.

7.3. From Canyon. Canyon represents and warrants to Customer that during the Subscription Period as detailed in the Order Form, and subject to this Agreement, (a) it will not materially reduce the general functionality of the Services; and (b) it will perform Services in a competent and professional manner in accordance with our Service Level Agreement (SLA), available at https://canyongbs.com/legal-terms/sla/.

7.4. Warranty Remedy. If Canyon breaches a warranty in Section 7.3, Customer must give Canyon notice (with enough detail for Canyon to understand or replicate the issue) within forty-five (45) days of discovering the issue. Within forty-five (45) days of receiving sufficient details of the warranty issue, Canyon will attempt to restore the general functionality of the Service or reperform the Services. If Canyon cannot resolve the issue, Customer may terminate the affected Order Form and Canyon will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period. Canyon’s restoration and reperformance obligations, and Customer’s termination right, are Customer’s only remedies if Canyon does not meet the warranties in Section 7.3.

7.5. Disclaimer of Warranties. Except as expressly provided herein, ALL SERVICES ARE PROVIDED “AS-IS”. EACH PARTY AND/OR SUPPLIERS MAKE NO OTHER REPRESENTATION AND DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. CANYON DOES NOT WARRANT THAT THE SERVICES, IN WHOLE OR IN PART, WILL BE ERROR-FREE, OR THAT IT WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS.

8. Mutual Indemnification

8.1. Protection by Canyon. Canyon will defend Customer from and against any Third-Party Claim alleging that any purchased Services infringes or misappropriates intellectual property rights, and will indemnify all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the third party claim.

8.2. Protection by Customer. Customer will defend Canyon and its Affiliates against any third-party claim alleging infringement or misuse of intellectual property rights due to Customer's use of the Services, Content, or Customer Data in violation of the Agreement, Documentation, or Order Form, or due to a non-Canyon Application provided by Customer. Customer will indemnify Canyon for damages, attorney fees, and costs awarded against Canyon or paid by Canyon under a settlement approved by Customer.

8.3. Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each claim. A Protected Party may participate in a claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

8.4. Changes to Services. If required by settlement or court order, or if deemed reasonably necessary in response to a claim, Canyon may: (a) obtain the right for Customer to continue using the Services; (b) replace or modify the affected component of the Services without materially reducing the general functionality of the Services; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid fees for the remainder of the Subscription Period.

8.5. Exclusions.

8.6. Exclusive Remedy. Section 8 (Mutual Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a third-party claim.

9. Limitation of Liability

9.1. Limits of Liability: THE TOTAL LIABILITY OF EACH PARTY AND ITS AFFILIATES UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT LEADING TO SUCH LIABILITY. THIS LIMITATION APPLIES TO ACTIONS IN CONTRACT OR TORT, IRRESPECTIVE OF THE THEORY OF LIABILITY, BUT DOES NOT RESTRICT CUSTOMER'S AND ITS AFFILIATES' PAYMENT OBLIGATIONS AS OUTLINED IN THE "PAYMENT AND TAXES" SECTION ABOVE.

9.2. Exclusion of Certain Damages: NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS EXCLUSION APPLIES TO ACTIONS IN CONTRACT OR TORT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE. HOWEVER, THIS DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9.3. Excluded Claims. These limitations do not apply to claims for (i) fraud; (ii) breach of Section 3 (Rights and Restrictions); (iii) breach of Section 6 (Confidentiality); (iv) breach of Section 7.2 (From Customer) and (v) amounts payable to third parties by Party under Section 8 (Mutual Indemnification).

10. Term & Termination

10.1. Subscription Period. Each Order Form will start on the Effective Date, continue for the Subscription Period, and automatically renews annually for additional one (1) year unless one Party gives notice of non-renewal to the other party thirty (30) days before the Non-Renewal Notice Date.

10.2. Agreement Term. This Agreement will start on the Effective Date and continue for one year or otherwise described in the Order Form.

10.3. Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than thirty (30) days after the Payment Period; (b) breaches Section 3 (Rights and Restrictions); or (c) uses the Services in violation of the Agreement or in a way that materially and negatively impacts the Services or others, then Canyon may temporarily suspend Customer’s access to the Services with or without notice. However, Canyon will try to inform Customer before suspending Customer’s account when practical. Canyon will reinstate Customer’s access to the Services only if Customer resolves the underlying issue.

10.4. Termination. Either party may terminate this Agreement if the other party (a) fails to cure a material breach of the Agreement within thirty (30) days after receiving notice of the breach; (b) materially breaches the Agreement in a manner that cannot be cured; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than sixty (60) days. In addition, either party may terminate an affected Order Form if a Force Majeure Event prevents the Services from materially operating for thirty (30) or more consecutive days, and Canyon will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period. A party must notify the other of its reason for termination.

10.5. Effect of Termination. Termination of the Agreement will automatically terminate all Order Forms. Upon expiration or termination:

10.6. Survival.

11. Insurance

11.1. During the Subscription Period and for six months after, Canyon will carry commercial insurance policies with coverage limits that meet the insurance minimums, if any. Upon request, Canyon will give Customer a certificate of insurance evidencing its insurance policies that meet the insurance minimums. Canyon’s insurance policies will not be considered as evidence of Canyon’s liability.

12. Dispute Resolution

12.1. Governing Law and Chosen Courts. The validity of this Agreement and all matters pertaining to this Agreement, including but not limited to, matters of performance, non-performance, breach, remedies, procedures, rights, duties, and interpretation or construction, shall be governed and determined by the United States of America and the laws of the State of Arizona, regardless of any conflicting laws or international conventions such as the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). Parties agree that any legal action relating to or concerning this Agreement, shall be subject to the jurisdiction of state and federal courts located in Maricopa County, Arizona and both Parties agree to the authority of these courts.

12.2. Injunctive Relief. Despite Section 12.1(Governing Law and Chosen Courts), a breach of Section 6 (Confidential Information) or the violation of a Party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 6 (Confidentiality) or violation of a Party’s intellectual property rights, the non-breaching or non-violating Party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

12.3. Waiver of Jury Trial. Each Party hereby irrevocable waives its right to a jury trial for any legal action related to this Agreement.

13. General Terms

13.1. Entire Agreement. This Agreement is the entire agreement between Customer and Canyon regarding the terms and conditions of Service. This Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its Services. Customer and Canyon expressly agree that any terms included in Customer’s purchase order or similar document (excluding Order Form) is void.

13.2. Modifications, Severability, and Waiver. Canyon may change the Agreement, Service Level Agreement, the Data Processing Addendum, or relating Documentation by giving Customer thirty (30) days prior notice. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

13.3. Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

13.4. Notices. Any notice, request, or approval about the Agreement (including notices of termination, payment disputes, or similar notices), must be in writing and sent to [email protected].

13.5. Relationship of the Parties. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

13.6. No Third-Party Beneficiary. There are no third-party beneficiaries under this Agreement.

13.7. Publicity. Canyon may feature Customer as a client on its website or in its promotional materials. If Customer wishes to opt out, they can make their request known by emailing [email protected]. Canyon will comply with opt-out request within fifteen (15) business days.

13.8. Force Majeure. Except for the Customer’s obligations to pay fees under Order Form, neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event.

13.9. Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Service or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

13.10. U.S. Government Rights. The Services and Canyon Content are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” under the same terms and conditions applicable to the Services and Canyon Content. If Customer is using the Services and Canyon Content on behalf of the U.S. Government and finds that these terms do not meet the U.S. Government’s requirements or conflict with federal law, Customer must cease its use of the Services and Canyon Content immediately. The definitions of “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data” are provided in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

13.11. Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Canyon or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

13.12. Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

Last Updated: May 10, 2024