Subscription Terms

These Subscription Terms (together with all Service Orders, the “Agreement”) is made and entered into by and between Bridger AI Limited, a Cyprus corporation with offices located at Eleftherias street, 153 Limassol, 3042, Cyprus (“Bridger”), and the person or entity that will be accessing or using Bridger's website and/or services and completing a purchase or an order of a subscription (“Customer”). This Agreement will be deemed to be fully executed by both parties upon Customer completion of a subscription order using Bridger's website https://www.bridgerpay.com, and will enter into effect upon thereof (the "Effective Date"). In consideration of the mutual promises contained herein, the parties hereby agree to the following:

1. Definitions. Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

   1. “Authorized User” means any individual who is an employee of Customer or an affiliate, partner, service provider or such other person or entity as may be authorized by Customer to access the Services pursuant to Customer’s rights under this Agreement.

   2. “Customer Data” means any data, information, programs, and other content provided or transmitted by Customer or its Authorized Users to the Services, including, without limitation and personal data, including personal data of end customers and prospects.

   3. “Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise, whether in paper, electronic or other written form) regarding the Services that are made available by Bridger to Customer online or in any other manner.

   4. “Intellectual Property Rights” means any and all intellectual property, industrial property, and other proprietary rights throughout the world, including all rights in, to, or arising out of patents, patent applications, inventions (whether patentable or not), invention disclosures, trade secrets, know-how, proprietary information, works of authorship, copyrights, mask works, moral rights, trademarks, service marks, software, data, technology, layout designs and design rights, and all registrations, applications, renewals, extensions, or reissues of any of the foregoing.

   5. “Services” means the Bridger's proprietary software-as-a-service platform and all associated technology which is made generally available and subscribed by Customer in a Service Order.

   6. “Service Order” means the terms set forth in the online purchase pages shall constitute a Service Order, which terms shall be emailed to Customer at the end of the purchase process.

2. Provision of Services

   1. Access. Subject to the terms and conditions of this Agreement, Bridger grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term (as defined below). Customer may permit its Authorized Users to use the Services provided that Customer shall be responsible for each Authorized User’s compliance with and breach of the Agreement.

   2. Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) access or use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (b) modify, adapt, alter, translate, or create derivative works of the Services; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Bridger); (e) bypass, delete, or disable any copy protection or security mechanisms of the Services; (f) use or demonstrate the Services in any other way that is in competition with Bridger; (g) remove any notice of proprietary rights from the Services; (h) attempt to gain unauthorized access to, or disrupt the integrity, performance or security of the Services or the data contained therein; (i) use or copy the Services or Documentation, except as expressly allowed herein; (j) access or use the Services or Documentation in any manner or for any purpose that violates any third party rights (including Intellectual Property Rights), or that violates any applicable law; (k) access the Services not through the designated platform offered by Bridger or the official Bridger APIs; or (l) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Bridger for use expressly for such purposes. Bridger shall have the right, but not the obligation, to review and monitor all use of the Services to ensure compliance with the terms and conditions of this Agreement. Any use of the Services and the Bridger website is also subject to the terms of service available at https://bridgerpay.com/terms-of-service .

   3. Service Orders. Each Service Order is hereby incorporated into this Agreement by reference and is subject to the terms and conditions of this Agreement; provided, however, that in the event of a conflict with the terms contained in any Service Order, the terms contained in the body of this Agreement shall control unless express reference to the superseded term in the Agreement is set forth in the Service Order. If requested by the Customer, Bridger will provide the Customer with technical integration advisory and on-boarding support services in the scope of up to 90 days.

   4. Additional implementation services and fees: For any additional implementation services requested by the Customer, an implementation fee shall be paid by the Customer to Bridger in accordance to an agreed and signed Scope of Work agreement (“SOW”).

3. USE OF THE SERVICES

   1. Setup Responsibilities. Customer shall be responsible for setting up and configuring the Services with Bridger’s reasonable assistance and advice if necessary, including without limitation any provisioning of access to the Services to its Authorized Users. Customer shall be responsible for obtaining and maintaining, at Customer’s expense, all of the necessary telecommunications, computer hardware, software, services and Internet connectivity required by Customer or any Authorized User to access the Services from the Internet. In the event that Bridger assists or advises Customer with any Services setup, configuration or support, in no event shall such assistance or advice be construed as legal advice.

   2. Customer Account. Customer is solely responsible for protecting and safeguarding Customer’s account and passwords and/or keys or other access protocols that have been provided to Customer or that are generated in connection with Customer’s use of the Services. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of its account and the Services. Customer is solely and fully responsible for all activities, including accrued charges, that occur in connection with its account and its use of the Services. In the event Customer believes Customer’s account or the Services have been compromised, including any unauthorized use or access of the Services or any other known or suspected breach of security, Customer shall immediately notify Bridger by email to support@bridgerpay.com, but in no event more than twenty-four (24) hours following discovery of such breach.

   3. Suspension, Limitation and Termination of Access. Bridger shall be entitled, to immediately suspend, terminate or limit Customer’s access to the Services at any time in the event that Bridger determines, in its reasonable discretion, that (i) the Services are being used by Customer, or its Authorized Users, in violation of any applicable laws or regulations or this Agreement; (ii) the Services are being used by Customer in an unauthorized, inappropriate, or fraudulent manner; (iii) the use of the Services by Customer adversely affects Bridger ’s equipment or service to others; (iv) Bridger is prohibited by an order of a court or other governmental agency from providing the Services; (v) there is a denial of service attack or any other event which Bridger determines, in its sole discretion, may create a risk to the Services or to any other customers if the Services were not suspended; (vi) there is a security incident or other disaster that impacts the Services or the security of the Services, Customer’s account or Customer Data; or (vii) any amount due under this Agreement is not received by Bridger within fifteen (15) days after it was due. Without limiting the generality of this Section, Bridger shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer‘s right to use the Services pursuant to this Section 3.3.

4. Intellectual Property

   1. Ownership. Customer acknowledges and agrees that the Services (including the Documentation) are protected by copyright and other laws relating to Intellectual Property Rights, and that the Services embody valuable confidential information of Bridger and its suppliers, the development of which required the expenditure of considerable time and financial resources. All right, title, and interest in and to the Services, and all worldwide Intellectual Property Rights therein and associated therewith, are the exclusive property of Bridger and its suppliers. All rights in and to the Services not expressly granted to Customer in this Agreement are reserved by Bridger and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, or any part thereof, including any right to obtain possession of any software, source code, data or other technical material related to the Services.

   2. Continuous Development. Customer acknowledges that Bridger may continually develop, deliver and provide to Customer on-going innovation to the Services in the form of new features, functionality, and efficiencies. Accordingly, Bridger reserves the right to modify the Services from time to time. Some modifications will be provided to Customer at no additional charge. In the event Bridger adds additional functionality to a particular Service, Bridger may condition the implementation of such modifications on Customer’s payment of additional fees provided Customer and Bridger have agreed in writing to the additional fees and Customer may continue to use the version of the Services that Bridger makes generally available (without such features) without paying additional fees.

   3. Feedback. In the event that Customer or its Authorized Users provide any comments or suggestions in connection with the Services, whether written or oral (collectively, the “Feedback”), Bridger, in its sole discretion, shall be entitled to use the Feedback without restriction, and such Feedback will not be treated as confidential to Customer. Customer hereby grants Bridger, on behalf of itself and its Authorized Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Bridger products and services.

   4. Aggregated Data. Bridger may collect and derive from Customer Data aggregated data that does not identify Customer, any third-party entity or any natural persons, and use and disclose such aggregated data for Bridger’s legitimate business purposes, which may include but is not limited to Services improvement, service and product development, research and marketing.

5. Fees and Expenses; payments

   1. Fees. In consideration for the Services, Customer will pay to Bridger the fees set forth in the Service Order (“Fees”). Bridger shall be entitled to withhold performance and suspend or discontinue the Services until all amounts due are paid in full.

   2. Billing, Invoicing, and Payment Terms. Bridger will charge Customer the Fees for the Services in advance for each billing period on or after the first day of such billing period. All Fees for Services are due and payable in EUR or US Dollars. Fees may be paid online via various payment methods as set forth, from time to time, as set forth in any Service Order. If Customer is paying by credit card or eCheck, (a) Customer hereby irrevocably authorizes Bridger to charge the credit card or other payment method provided for any such amounts when due, (b) amounts due will be automatically charged, (c) if Customer’s credit card is declined, Bridger will attempt to reach out to Customer for a new payment method, and (d) if Customer’s credit card expires, Customer hereby gives Bridger permission to submit the credit card charge with a later expiration date. The Fees shall be paid within seven (7) days of the date of the invoice. Except as otherwise set forth in this Agreement, all Fees paid by Customer for the Services are nonrefundable. All billing disputes must be emailed to subscriptions@bridgerpay.com within fourteen (14) days of delivery of the billing statement or invoice, and disputes not made within that time are waived by Customer. Late payments, including those resulting from credit card declines, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If Bridger must initiate a collections process to recover Fees due and payable hereunder, then Bridger shall be entitled to recover from Customer all costs associated with such collection's efforts, including but not limited to reasonable attorneys’ fees. In the event Bridger delivers to Customer an invoice for any Fees or interest payments owed hereunder, such invoiced amounts shall be due within seven (7) days of the date of such invoice. We reserve the right to change the Subscription Fees at any time, upon notice to the Customer if such a change may affect the Customer’s existing subscriptions. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account.

   3. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for the payment of all such taxes (other than taxes based on Bridger ’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees and the delivery of the Services. To the extent that Bridger charges any of the aforementioned taxes, they are calculated using the tax rates that apply based on the billing address provided by Customer. Such amounts are in addition to the Fees and will be billed to Customer’s authorized payment method. If Customer is exempt from payment of any such taxes, Customer must provide Bridger with evidence of exemption. If Customer is not charged any of the aforementioned taxes by Bridger, Customer is responsible for determining if taxes are payable, and if so, self-remitting such taxes to the appropriate tax authorities in Customer’s jurisdiction. Customer will make all payments of Fees to Bridger free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Bridger will be Customer’s sole responsibility, and Customer will provide Bridger with official receipts issued by the appropriate taxing authority, or such other evidence as Bridger may reasonably request, to establish that such taxes have been paid. Customer shall indemnify, defend, and hold Bridger harmless in connection with any proceedings brought by any taxing authorities in connection with this Agreement.

   4. Expenses. If pre-approved by Customer in a Service Order, Customer shall reimburse Bridger for reasonable out-of-pocket expenses (including travel and living) incurred in performing its obligations for specific Services under such Service Order. All costs and expenses incurred by Customer in connection with this Agreement are the sole responsibility of Customer.

6. Customer Data and Responsibilities

   1. Customer Data; Compliance with Applicable Laws. Customer Data, and all worldwide Intellectual Property Rights therein, is, as between Bridger and Customer, the exclusive property of Customer. Customer grants Bridger a non-exclusive, sublicensable, transferable, worldwide, royalty-free and fully paid license to process and use the Customer Data as necessary for purposes of providing the Services and as otherwise permitted in this Agreement. Customer warrants that Customer is the owner or legal custodian of, or otherwise has the right and has or will obtain the necessary permissions, valid consents and releases to lawfully transmit, store and use all Customer Data in connection with the Services and to grant the rights granted to Bridger under this Agreement. In addition, Customer warrants that it has complied, and will continue to comply, with all applicable laws and regulations applicable to Customer’s use of the Services including any applicable laws that govern data privacy and that Customer has all legal bases for processing sufficient to allow Bridger to use any personal data provided by Customer for the purpose of providing the Services, including the processing of such personal data in any jurisdiction in which Bridger and any of its subcontractors operate.

   2. Customer Responsibilities for Data and Security. Customer and its Authorized Users shall have access to the Customer Data and shall be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other account information required in order to access and use the Services. Customer shall have the ability to retrieve or export Customer Data out of the Services using the self-service tools Bridger makes available to the Customer. Customer is encouraged to make its own back-ups of the Customer Dataand is responsible for backing up such data. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and the means by which Customer acquired Customer Data, and for the adequate security, protection and backup of Customer’s Data. Customer understands that the Services may store and backup files that are no longer usable due to corruption from viruses, software malfunctions and other causes, which might result in Customer restoring files that are no longer usable.

7. REPRESENTATIONS, Warranties and Disclaimers

   1. Mutual Representations and Warranties. Bridger and Customer each represents and warrants that: (i) it has full corporate right, power, and authority to enter into this Agreement; and (ii) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or is otherwise bound.

   2. Customer Representations and Warranties. Customer represents and warrants that: (i) Customer has a legally sufficient privacy policy that is made available to end customers and prospects prior to their provision of any personal data of end customers and prospects to Customer or Bridger; (ii) the Customer Data and use of the Customer Data (a) will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party, (b) will not constitute defamation, invasion of privacy or publicity, or otherwise violate any similar rights of any third party, and (c) will not be used in any illegal activity or promote illegal activities, including, without limitation, in a manner that might be illegal or harmful to any person or entity; and (iii) it will not distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.

   3. Limited Warranty. Bridger warrants solely to Customer that the Services, when used in accordance with the terms of this Agreement, will function substantially in accordance with the Documentation during the term of this Agreement. The foregoing warranty shall not apply to performance issues of the Services resulting from (i) content provided by or passed through Customer or third parties in connection with the Services including Customer Data; (ii) Customer’s data structures, operating environment, equipment or other technology; (iii) the use or combination of the Services with any other software or hardware not supported by Bridger; (iv) causes external to the Services, such as problems with the hardware, network or other infrastructure with which the Services are used; (v) unauthorized or improper use of the or Services; (vi) any modification of the Services by Customer or its Authorized Users; or (vii) third party components incorporated into the Services, including open source software. Provided that Customer notifies Bridger in writing of any breach of the foregoing warranty during the term of this Agreement, Bridger shall, as Customer’s sole and exclusive remedy, use commercially reasonable efforts to correct such non-conformance. Additionally, Bridger warrants that during the Term, Bridger will perform the Services using commercially reasonable care and skill as described herein and in the Documentation.

   4. Disclaimer.THE LIMITED WARRANTY SET FORTH IN SECTION 7.3 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION ‎7.3 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING THE DOCUMENTATION) ARE PROVIDED “AS IS,” AND BRIDGER MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICES OR Documentation (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY BRIDGER , AND ANY OFFERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BRIDGER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

8. Limitation of Liability

   1. Types of Damages.TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICES OR OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

   2. Amount of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF BRIDGER ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO BRIDGER DURING THE SIX (6) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

   3. Exclusions. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION ‎10, FOR ITS BREACH OF SECTION 2.1, 2.2, 3.3, 7.2 or ‎9, FRAUD, WILLFUL MISCONDUCT, OR FOR DEATH OR PERSONAL INJURY.

   4. Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the Fees have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

9. Confidentiality

   1. Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services, or other confidential or proprietary information (collectively, “Confidential Information”) in whatever form (written, oral or visual) that is furnished or made available to the Receiving Party by or on behalf of the Disclosing Party that (a) if in tangible form, the Disclosing Party has labeled in writing as proprietary or confidential, (b) if in oral or visual form, the Disclosing Party has identified as proprietary or confidential at the time of disclosure, or (c) is of a character that is commonly and reasonably regarded as confidential and/or proprietary. For the avoidance of doubt, the Services, Documentation, and all enhancements and improvements thereto, will be considered Confidential Information of Bridger.

   2. Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except for exercising its rights and performing its obligations under this Agreement. The Receiving Party will limit access to the Confidential Information to its employees and contractors who have a need to know, who are subject to confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall, upon request, provide to the Disclosing Party written notice certifying compliance with this sentence, unless prohibited by applicable law.

   3. Exceptions. The confidentiality obligations set forth in this section will not apply to any information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) the Receiving Party can prove, by clear and convincing evidence, was already known to the Receiving Party without restriction at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly (to the extent legally permitted) notifies the Disclosing Party in writing of such required disclosure and reasonably cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

   4. Remedies. Any breach or threatened or attempted breach of this Section 9 may result in immediate, irreparable harm for which monetary damages would be an inadequate remedy. If a court of competent jurisdiction finds that the Receiving Party has breached (or attempted or threatened to breach) any of the obligations set forth in this Section 9, the Receiving Party agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling its performance and restraining it from any further breaches (or attempted or threatened breaches).

10. Indemnification

    1. By Bridger. Bridger will defend at its expense any suit brought against Customer, and will pay any settlement Bridger makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services infringe or misappropriate any Intellectual Property Rights in the U.S., Canada, European Union member countries or the United Kingdom. If any portion of the Services becomes, or in Bridger ’s opinion is likely to become, the subject of a claim of infringement, Bridger may, at Bridger ’s option: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Services to be non-infringing without materially impairing the functionality of the Services; or (c) terminate this Agreement and refund to Customer the pro-rated portion of any prepaid fees attributable to any unused Services, and upon such termination, Customer will immediately cease all use of the Services. Notwithstanding the foregoing, Bridger shall have no obligation under this Section or otherwise with respect to any infringement claim based upon (v) the Customer Data (w) any use of the Services not in accordance with this Agreement or as specified in the Documentation or any applicable law, rule or regulation; (x) any use of the Services in combination with other products, equipment, software or data not supplied by Bridger ; (y) any modification of the Services by any person other than Bridger; (z) modification of the Services based upon specifications furnished by Customer (any of the foregoing circumstances under clauses (v) through (z) will be collectively referred to as a “Customer Indemnity Responsibility”). This Section ‎10.1 states the sole and exclusive remedy of Customer and the entire liability of Bridger, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for third party claims and actions described in this Section ‎10.1.

    2. By Customer. Customer will defend at its expense any suit brought against Bridger, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party arising out of or relating to: (a) a Customer Indemnity Responsibility; or (b) Customer’s breach or alleged breach of Sections‎6‎6.1 and/or ‎7.2 or any other representation, warranty or obligation under the Agreement.

    3. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

11. Term And Termination

    1. Term. The Term of this Agreement begins on the Effective Date and will continue until the expiration or termination of all Service Orders (the "Term"). For the avoidance of doubt, the Fees payable for any Service Order or the Services shall be non-refundable for any Term.

    2. Term of Service Order. Unless otherwise expressly stated in any Service Order, the term of this Service Order commences on the date in which Customer completes a subscription order and ends twelve (12) months thereafter (the “Initial Term”). Thereafter, this Service Order will automatically renew for additional periods of one (1) year (each, a “Renewal Term,” and together with the Initial Term, the “Subscription Term”), unless either Party provides the other with at least thirty (30) days’ written notice of its intent not to renew such Service Order prior to the end of the then-current Subscription Term.

    3. Termination.Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

    4. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate (except that all payment obligations accrued prior to termination or expiration shall survive); and (b) each party shall comply with the obligations to return or destroy all Confidential Information of the other party, as set forth in Section‎9.2. Additionally, Bridger shall have no obligation retain any Customer Data after any termination or expiration of this Agreement and may delete all Customer Data, unless required by applicable law. All liabilities accrued under this Agreement prior to the effective date of termination and the following Sections will survive expiration or termination of this Agreement for any reason: 1 (Definitions), 3.3 (Suspension, Limitation and Termination of Access), 4 (Intellectual Property), 5 (Fees and Expenses; Payments), 6 (Customer Data and Responsibilities), 7.4 (Disclaimer), 8 (Limitation of Liability), 9 (Confidentiality), 10 (Indemnification), 11.3 (Effect of Termination), and 12 (Miscellaneous).

12. Miscellaneous

    1. Marketing. Bridger may not refer to Customer by name, logo or trademark in Bridger ’s marketing materials and website without Customer’s prior written consent.

    2. Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of Cyprus, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue Limassol, Cyprus courts for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

    3. Export. Customer agrees not to export, re-export, or transfer, directly or indirectly, any software, technology or information forming a part of the Services or the Documentation in violation of any export control or other laws and regulations of any relevant jurisdiction.

    4. Severability.If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

    5. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    6. No Assignment. Neither party may assign or transfer this Agreement, by operation of law or otherwise, without the other party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either party may assign this Agreement without such consent to any person or entity controlling, controlled by, or controlled in conjunction with such party or that acquires all or substantially all of the assets and business to which this Agreement relates of the assigning party by merger or purchase. As used herein, the terms "controlling", "controlled by," and "controlled in conjunction with", shall mean the ownership of at least fifty percent (50%) of the equity interests of such party or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such party. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

    7. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic (including but not limited to SARS-CoV-2 (COVID-19) or any mutation thereof), or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

    8. Independent Contractors. Each party’s relationship to the other party is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.

    9. Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the first page of the Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party. Any notices provided to Bridger pursuant to this provision shall also be sent to subscriptions@bridgerpay.com.

    10. Entire Agreement. This Agreement, the Service Orders, Bridger’s Privacy Policy, and Cookie Policy, constitute the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Bridger.