AnySoft: Get only what you need, Built by AI

These Software as a Service Terms and Conditions (this “Agreement”) is a binding contract between you (“Customer”) and AnySoftware, Inc. with a principal place of business at 2261 Market Street, Suite 86406 San Francisco, CA 94114 (“AnySoft”). This Agreement governs your access to and use of the AnySoft Service (as defined below).

This Agreement takes effect when you click “I Accept” to this Agreement or start using the AnySoft Service (whichever occurs earlier) (the “Effective Date”). By taking any of the foregoing actions on the Effective Date, you (a) acknowledge that you have read and understand this Agreement; (b) represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind such organization; and (c) accept his Agreement and acknowledge that you are legally bound by its terms. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE ANYSOFT SERVICE.

1. DEFINITIONS

Capitalized terms have the meaning set forth below or as defined within this Agreement.

1.1 “AI Tools” means generative artificial intelligence and machine learning services or applications that are integrated into the AnySoft Service, including without limitation, third-party large language models.

1.2 “AnySoft Service” means AnySoft’s proprietary cloud-based service through which AnySoft empowers organizations to build, deploy, and manage secure, AI-powered applications without the need to write any code, as may be further described in an Order.

1.3 “AnySoft Technology” means the AnySoft Service, Performance Data, the Documentation, and all applicable software, data, or technical information used by AnySoft or provided to Customer in connection with the foregoing, including all infrastructure, orchestration logic, artificial intelligence and machine learning models, building blocks, and marketplace components.

1.4 “Applicable Privacy Laws” means the data protection, data security and privacy laws and regulations of any jurisdiction applicable to the AnySoft Service under this Agreement.

1.5 “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary.

1.6 “Customer Data” means any content or information uploaded or transmitted to the AnySoft Service by Customer or Users, including from Third-Party Services. Customer Data includes Customer Marks and Inputs. Customer Data does not include Performance Data.

1.7 “Customer Marks” means Customer’s trademarks, tradenames, service marks, and logos.

1.8 “Documentation” means all specifications, user manuals, and other technical materials relating to the AnySoft Service that are provided or made available to Customer, and as may be modified by AnySoft from time to time.

1.9 “Fees” means the fees for the AnySoft Service as set forth on an Order.

1.10 “Order” means an order presented to you within AnySoft’s website in connection with your acceptance of this Agreement, which specifies the AnySoft Service and applicable Fees.

1.11 “Performance Data” means general performance and usage data about the AnySoft Service, including Customer’s use of the AnySoft Service (such as technical logs). Performance Data does not include any Customer Data.

1.12 “Personal Data” means Customer Data that constitutes “personal data,” “personal information,” or “personally identifiable information” defined in Applicable Privacy Laws or information of a similar character regulated thereby, except that Personal Data does not include such information pertaining to Customer personnel who are business contacts for AnySoft, or such information received by AnySoft directly or from other sources (such as its other customers) independent of AnySoft’s relationship with Customer.

1.13 “Third-Party Service” means any third-party service or application connected to, or integrated with, the AnySoft Service by or on behalf of Customer.

1.14 “Users” means employees and independent contractors who are authorized by Customer to access the AnySoft Service pursuant to Customer’s rights under this Agreement.

2. ANYSOFT SERVICE; ACCESS; RESTRICTIONS.

2.1 Subscription to the AnySoft Service. Subject to the terms and conditions of this Agreement, AnySoft hereby grants to Customer a revocable, non-sublicensable, non-transferable (except as provided in Section 13.2), non-exclusive right to access and use the AnySoft Service and accompanying Documentation solely for Customer’s internal business purposes and in accordance with any limitations set forth in the Order.

2.2 Access. Each User will be provided access to and use of the AnySoft Service through unique and confidential account credentials. These credentials cannot be shared or used by more than one individual User to access the AnySoft Service. Customer is responsible for maintaining the confidentiality of all Users’ account credentials and is solely responsible for all activities that occur under these User accounts. Customer will promptly notify AnySoft of any actual or suspected unauthorized use or access to its account.

2.3 Restrictions. Customer will not, and will not permit any User or other party to: (a) allow any third party to access the AnySoft Technology except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the AnySoft Technology for the benefit of any unauthorized third party; (c) 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 AnySoft Technology, except as permitted by law; (d) use any automated software, devices or other processes to “scrape,” extract, or download data from the AnySoft Technology (other than Customer Data) without the prior written consent of AnySoft; (e) interfere in any manner with the operation of the AnySoft Technology or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the AnySoft Technology without the prior written consent of AnySoft; (f) attempt to access the AnySoft Technology through any unapproved interface; (g) attempt to circumvent any usage restrictions of the AnySoft Technology; (h) modify, copy or make derivative works based on any part of the AnySoft Technology; (i) access or use the AnySoft Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of AnySoft or its licensors on the AnySoft Technology or any copies thereof; or (k) otherwise use the AnySoft Technology in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with applicable law, the Documentation, the Order or this Agreement.

2.4 Suspension. AnySoft reserves the right to suspend Customer’s or any User’s access to the AnySoft Service for any failure, or suspected failure, to comply with the foregoing conditions. AnySoft may also suspend Customer’s or any User’s access to all or any part of the AnySoft Service, without notice and without incurring any resulting obligation or liability, if: AnySoft believes, in its good faith and reasonable discretion, that Customer’s or any User’s use of the AnySoft Service poses a risk to the security or integrity of AnySoft’s systems, interferes with AnySoft’s ability to reliably provide the AnySoft Service to other customers, or may subject AnySoft to liability. AnySoft will use reasonable efforts to notify Customer or the applicable User(s) prior to suspension and will restore access to Customer or the applicable User(s) as soon as such risks no longer apply.

2.5 Customer Data. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. The Customer Data will not: (a) be deceptive, defamatory, obscene, pornographic or unlawful; (b) contain any sensitive personal information, including but not limited to personal medical information (including any information regulated by the Health Insurance Portability and Accountability Act), personal financial information, government IDs, passport numbers, or social security numbers, (c) knowingly contain any viruses, worms or other malicious computer programming codes intended to damage the AnySoft Service; or (d) violate the intellectual property, privacy, or other rights of any third party or violate any Applicable Privacy Laws. 2.6 Third-Party Services. Certain features and functionalities within the AnySoft Service may allow Customer and its Users to interface or interact with, access, or use compatible Third-Party Services. Customer is responsible for enabling the integration of each Third-Party Service, and by doing so, Customer acknowledges that: (a) AnySoft may access any Customer Data provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing AnySoft to share Customer Data [(including Personal Data where directed) ]with the providers such Third-Party Services. Third-Party Services are not under the control of AnySoft and AnySoft is not responsible for any Third-Party Services. Customer’s use of the Third-Party Services is governed by the Customer’s agreement with providers of the Third-Party Services. Customer acknowledges and agrees that, for the purposes of Applicable Privacy Laws, each of AnySoft and providers of any Third-Party Service are not processors or subprocessors of Personal Data with respect to each other.2.7 Use of AI Tools. The AnySoft Service includes AI Tools. Customer may submit queries to the AI Tools (“Inputs”) and receive back outputs (including app configurations) generated by the AI Tools in response to Customer’s Inputs (“Outputs”). Inputs are Customer Data. Inputs will be shared with Third-Party Services that provide the AI Tools in order to generate Outputs. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANYSOFT DOES NOT REPRESENT OR WARRANT THAT OUTPUTS WILL (A) BE FREE FROM THIRD-PARTY CONTENT OR (B) NOT INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. CUSTOMER ACKNOWLEDGES THAT THE SERVICES LEVERAGE AI TOOLS AND THAT ANYSOFT IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD ANYSOFT LIABLE, FOR ANY THIRD-PARTY AI TOOLS. CUSTOMER ACKNOWLEDGES THAT THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE MEANS THE ANYSOFT SERVICE MAY PROVIDE INACCURATE OUTPUT (SUCH AS HALLUCINATIONS) OR OTHERWISE NOT ALWAYS PRODUCE INTENDED RESULTS. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE ANYSOFT SERVICE AND OUTPUTS COMPLY WITH ALL APPLICABLE LAWS. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE ANYSOFT SERVICE AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S SPECIFIC USE CASE.

3. SUPPORT.

Subject to the terms and conditions of this Agreement, AnySoft will exercise commercially reasonable efforts to (a) provide support to Customer for the use of AnySoft Service; and (b) keep the AnySoft Service operational and available to Customer, in each case in accordance with industry standards and its standard policies and procedures.

4. FEES AND PAYMENT.

4.1 Subscriptions; Fees. Licenses to the AnySoft Service are available on a subscription basis (each, a “Subscription”). The Fees for such Subscription will be set forth on the applicable Order and will be billed at the start of the Subscription and at regular intervals in accordance with Customer’s elections on the Order at the time of purchase. AnySoft reserves the right to change the timing of billing and to change the Subscription pricing at any time. If changes to the Subscription pricing occur that impact Customer’s Subscription, AnySoft will use commercially reasonable efforts to notify Customer, such as by sending an email to the email address associated with Customer’s account. If Customer does not agree with such changes, Customer may cancel its Subscription as set forth in Section 4.1(b) (Cancelling Subscriptions). Fees are non-refundable (except as expressly set out in an Order) and are not eligible for set off. Customer will pay the Fees within thirty (30) days of receipt of an invoice. Customer will maintain complete, accurate and up-to-date Customer billing and contact information.

(a) Automatic Renewal. Each Subscription will continue and automatically renew at AnySoft’s then-current price for such Subscription until terminated in accordance with this Agreement (each such renewal term, a “Renewal Term”). The frequency at which Customer’s Subscription renews (i.e., monthly, annually, etc.) will be designated on the Order. By subscribing, Customer authorizes AnySoft to charge the payment method designated in Customer’s account now, and again at the beginning of any Renewal Term. Upon renewal of Customer’s Subscription, if AnySoft does not receive payment, (i) Customer shall pay all amounts due on Customer’s account upon demand and/or (ii) Customer agrees that AnySoft may either terminate or suspend Customer’s Subscription and continue to attempt to charge Customer’s designated payment method until payment is received (upon receipt of payment, Customer’s account will be activated and for purposes of automatic renewal, the Renewal Term will begin as of the day payment was received).

(b) Cancelling Subscriptions. Customer may cancel its Subscription by contacting AnySoft (in accordance with Section 13.4 (Notices)), and such cancellation will be effective at the end of the then-current Subscription term. If Customer cancels its Subscription, Customer may use its Subscription until the end of the then-current Subscription term, and Customer’s Subscription will not be renewed after the then-current term expires. However, Customer will not be eligible for a prorated refund of any portion of the Fees paid for the then-current Subscription period.

(c) Upgrades and Downgrades. If Customer chooses to upgrade its Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental Fees associated with such upgrade will be charged in accordance with this Agreement. In any future Renewal Term, the Fees will reflect any such upgrades. If Customer chooses to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term. Downgrading a Subscription may cause loss of content, features, or capacity of the AnySoft Service, and AnySoft does not accept any liability for such loss.

(d) Free Trials. Any free trial that provides Users access to the AnySoft Service at no charge (“Free Trial”) must be used within the specified time of the trial. At the end of the Free Trial, Customer’s use of the AnySoft Service will automatically roll into a paid Subscription at AnySoft’s then-current Fees, and Customer will be charged for such Subscription as set forth in this Section 4.1 (Subscriptions; Fees) if it does not cancel prior to the start date of the Subscription period. During and after the Free Trial, notwithstanding Section 5.2 (Customer Data), AnySoft may use Customer Data uploaded or transmitted during the Free Trial, whether or not such Customer Data is aggregated, anonymized, or de-identified, to (i) train and fine tune AI Tools, (ii) improve the AnySoft Service and AnySoft’s other products and services, and (iii) generate and disclose statistics for AnySoft’s lawful business purposes. Sections 9 (Limited Warranties) and 11.1 (Indemnity by AnySoft) of the Agreement will not apply during a Free Trial. Notwithstanding Section 12 (Limitation of Liability), during the Free Trial, AnySoft’s aggregate, cumulative liability in any way relating to the Agreement will be $1,000.

4.2 Payments. Customer agrees to pay all charges at the amounts in effect when such charges are incurred. Customer must provide a valid credit, debit card (Visa, MasterCard, or any other accepted issuer) or other specified payment mechanism (collectively, “Payment Provider”) as a condition to making any payments. Customer’s Payment Provider agreement governs its use of the designated credit or debit card or other mechanism, and Customer must refer to that agreement and not this Agreement to determine its rights and liabilities. Customer hereby consents to provide and authorizes AnySoft and its service providers (including any Payment Providers) to share any information and payment instructions Customer provides to the extent required to complete the payment transactions in accordance with this Agreement, including personal, financial, credit card payment, and transaction information. Customer may withdraw such consent by cancelling its Subscription in accordance with Section 4.1(b) (Cancelling Subscriptions).

4.3 Payment Information. By providing its payment and financial information, Customer agrees that AnySoft, its service providers, and any of its third-party payment processors are authorized to immediately charge Customer’s account for all applicable Fees and that no additional notice or consent is required.

4.4 Taxes. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on AnySoft’s income.

4.5 Late Payment. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1½%) per month (or, if less, the maximum allowed by applicable law) of that overdue balance. AnySoft reserves the right (in addition to any other rights or remedies AnySoft may have) to suspend Customer’s access to the AnySoft Service if any Fees set forth in the applicable Order are more than thirty (30) days overdue until such amounts are paid in full.

5. PROPRIETARY RIGHTS.

5.1 AnySoft Technology. Customer acknowledges that AnySoft retains all right, title and interest in and to the AnySoft Technology, including any enhancements, improvements, or derivatives thereto, and that the AnySoft Technology is protected by intellectual property rights owned by or licensed to AnySoft. Other than as expressly set forth in this Agreement, no license or other rights in the AnySoft Technology are granted to the Customer.

5.2 Customer Data. Customer retains all right, title and interest in and to the Customer Data. Customer hereby grants to AnySoft a non-exclusive, worldwide, royalty-free and fully paid-up license during the Term to access and use Customer Data to provide and maintain the AnySoft Service and any accompanying support to Customer as set forth in this Agreement, and (b) to improve the AnySoft Service.

5.3 Performance Data. AnySoft may monitor Customer’s use of the AnySoft Service and may collect and compile Performance Data. As between AnySoft and Customer, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by AnySoft. AnySoft may use Performance Data to operate, improve, analyze, and support the AnySoft Service and for other lawful business purposes, provided that the Performance Data will not identify Customer or Customer’s Confidential Information.

5.4 Feedback. Customer or its Users may give feedback to AnySoft on the use, operation, and functionality of the AnySoft Service, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features, functionality, or workflows (collectively, “Feedback”). AnySoft may use and incorporate such Feedback connection with its business, products and services without restriction or consideration to Customer. AnySoft will not identify Customer as the source of any such feedback. AnySoft acknowledges that all Feedback is provided to AnySoft on an “as is” basis and that Customer is not responsible for AnySoft’s use of any Feedback, including any results therefrom.

6. DATA SECURITY; PRIVACY.

AnySoft and Customer agree that they each will comply with their respective obligations under the Data Processing Addendum available at https://anysoft.app/data-processing-addendum, the terms of which are incorporated into this Agreement by reference.

7. CONFIDENTIAL INFORMATION.

7.1 Restrictions. As a recipient of Confidential Information, each party agrees that it will (a) use the Confidential Information of the disclosing party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing party to its employees and contractors who have a need to know such information to use or provide the AnySoft Service, and ensure that such employees or contractors are bound by confidentiality obligations consistent with those contained herein, and (d) protect the Confidential Information of the disclosing party from unauthorized use, access, or disclosure in a reasonable manner.

7.2 Exclusions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information which (a) is or becomes generally known and available to the public through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession without confidentiality restrictions prior to disclosure by the disclosing party, (c) is received without a confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party will, if permitted by law, provide advance notice of the disclosure to the disclosing party and cooperate so that the disclosing party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

8. TERM AND TERMINATION.

8.1 Term. The term of this Agreement will commence on the Effective Date and continue until so long as Customer has an active Subscription in place (the “Term”).

8.2 Termination. Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (b) the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors.

8.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the AnySoft Service and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. Each party will return to the other or destroy all property (including any Confidential Information) of the other party. Notwithstanding the foregoing, each party may retain the Confidential Information of the other in accordance with its standard backup procedures, subject to the requirements in Section 6 (Data Security; Privacy) and Section 7 (Confidential Information). Sections 1, 2.3, 2.7, 4, 5, 7, 8.3, and 10-13 will survive the termination of this Agreement.

9. LIMITED WARRANTIES.

Customer represents and warrants that it has all rights necessary to upload and use the Customer Data with the AnySoft Service and to grant AnySoft all licenses to Customer Data in this Agreement without violating any third-party intellectual property, privacy, or other rights, including Applicable Privacy Laws. During the Term, AnySoft warrants that the AnySoft Service, when used in accordance with the Documentation and the terms of this Agreement, will operate as described in the Documentation in all material respects. If Customer notifies AnySoft of any breach of the foregoing warranty, AnySoft will use commercially reasonable efforts to repair and fix the non-conforming service. If AnySoft is unable to repair and fix the non-conforming service, then Customer may terminate this Agreement upon fifteen (15) days’ written notice.

10. DISCLAIMER.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE ANYSOFT TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) ANYSOFT AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR INFRINGEMENT. ANYSOFT DOES NOT WARRANT OR REPRESENT THAT THE ANYSOFT TECHNOLOGY WILL BE FREE FROM BUGS OR UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE ANYSOFT TECHNOLOGY IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANYSOFT IS NOT LIABLE, AND CUSTOMER AGREES IT WILL NOT SEEK TO HOLD ANYSOFT LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CUSTOMER.

11. INDEMNITY.

11.1 By AnySoft. If any action is instituted by a third party against Customer based upon a claim that the AnySoft Technology, as delivered and when used in accordance with this Agreement, infringes any third party’s intellectual property rights, AnySoft will defend such action at its own expense on behalf of Customer and will pay all damages attributable to such claim that are finally awarded against Customer or paid in settlement. The foregoing indemnification obligation does not apply to any matter for which Customer is obligated to indemnify AnySoft. If the AnySoft Technology is enjoined or, in AnySoft’s determination is likely to be enjoined, AnySoft will, at its option and expense (a) procure for Customer the right to continue using the AnySoft Technology, (b) replace or modify the AnySoft Technology so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Customer’s access to the AnySoft Technology and refund any amounts previously paid for the AnySoft Technology attributable to the remainder of the then-current Subscription. AnySoft will have no obligation under this section or otherwise with respect to any infringement claim based upon: (i) any use of the AnySoft Technology not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the AnySoft Technology in combination with other products, equipment, software or data not supplied by AnySoft, including Third-Party Services; (iii) any modification of the AnySoft Technology by any person other than AnySoft or its authorized agents; (iv) third-party AI Tools; or (v) Outputs. This Section sets forth the entire obligation of AnySoft and the exclusive remedy of Customer against AnySoft for any claim that the AnySoft Technology infringes a third party’s intellectual property rights.

11.2 By Customer. If any action is instituted by a third party against AnySoft relating to (a) Customer Data or (b) Customer’s breach or alleged breach of Sections 2.3 (Restrictions) or 9 (Limited Warranties), Customer will defend such action at its own expense on behalf of AnySoft and will pay all damages attributable to such claim which are finally awarded against AnySoft or paid in settlement of such claim. This subsection states the sole and exclusive remedy of AnySoft and the entire liability of Customer for claims and actions brought by third parties as described herein.

11.3 Procedure. Any party that is seeking to be indemnified under the provision of this Section 11 (the “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), (b) give the Indemnifying Party the sole control over the defense of such Claim, and (c) reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party will not agree to any settlement that requires the Indemnified Party to admit to fault or to take or refrain from taking any action without the Indemnified Party’s prior written consent.

12. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANYSOFT OR CUSTOMER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT WILL ANYSOFT’S OR CUSTOMER’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY ANYSOFT FROM CUSTOMER PURSUANT TO THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO PAYMENT AND INDEMNITY OBLIGATIONS (TO THE EXTENT PAID TO THE THIRD-PARTY PLAINTIFF), TO BREACHES OF SECTION 2.3 (RESTRICTIONS) OR 7 (CONFIDENTIAL INFORMATION) OR TO LIABILITIES THAT CANNOT BE LIMITED BY LAW. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.

13. GENERAL PROVISIONS.

13.1 Governing Law; Forum. This Agreement will be governed by, and all disputes arising under or in connection with this Agreement will be resolved in accordance with, the laws of the State of California, exclusive of conflict or choice of law rules. Each party agrees that any action, suit, or other proceeding based upon or arising from this Agreement will be brought and maintained only in a federal or state court of competent jurisdiction located in San Francisco County, California. Each party consents to the mandatory jurisdiction and venue of such courts and waives any right to object to jurisdiction and venue. Notwithstanding the foregoing, nothing will prevent a party from seeking relief in any court of competent jurisdiction for any misuse or misappropriation of that party’s intellectual property rights or Confidential Information.

13.2 Assignment; Subcontractors. Neither party may assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of the other, except that either party may assign this Agreement without the consent of the other in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will be binding upon each party’s respective permitted successors and assigns. Customer agrees that AnySoft may subcontract certain aspects of the AnySoft Service to qualified third parties, provided that any such subcontracting arrangement will not relieve AnySoft of any of its obligations hereunder.

13.3 Order of Precedence. In the event of a conflict between this Agreement, an Order, or an exhibit to the Agreement, the following order of precedence will govern: the Software as a Service Agreement, an Order (as applicable), and then the other exhibits, if any. Notwithstanding the foregoing, an Order will take precedence over this Agreement if the Order expressly states which sections of this Agreement are intended to be superseded by the Order.

13.4 Notices. Any notice under this Agreement must be given in writing to the other party, if to AnySoft, then to support@anysoftapp and, if to Customer, then to the email address associated with Customer’s account. Notices will be deemed to have been given upon delivery (unless an error message or failure-to-deliver notification is received). With respect to any notices relating to breaches of this Agreement or termination, any email notice must reference this Section 13.4.

13.5 Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such party (collectively, a “Force Majeure Event”), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. If the AnySoft Service is unavailable or materially degraded for a continuous period of fourteen (14) days due to a Force Majeure Event, either party will have the right to terminate the Agreement, and AnySoft will refund any amounts previously paid for the AnySoft Service attributable to the remainder of the then-current Subscription.

13.6 Publicity. AnySoft may use Customer’s name and Customer Marks to identify Customer as a customer, including on AnySoft’s website, social media and in sales and marketing materials. AnySoft will use Customer Marks in accordance with Customer’s applicable branding guidelines, and AnySoft may not use Customer’s name or Customer Marks in any other way without Customer’s prior written consent.

13.7 Export. Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from AnySoft, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the AnySoft Service provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Customer further represents that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. Customer acknowledges and agrees that products, services, or technology provided by AnySoft are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it will not, without prior U.S. government authorization, export, re-export, or transfer AnySoft products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

13.8 U.S. Government Restricted Rights. If Customer is a government end user, then this provision also applies to Customer. The software contained within the AnySoft Service and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227- 7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

13.9 Miscellaneous. This Agreement (as may be modified from time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings. AnySoft may modify the terms of this Agreement at any time, and any such modification will take effect during a subsequent Renewal Term. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. 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. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement. There are no third-party beneficiaries of this Agreement.

[End of Terms and Conditions]

SOFTWARE AS A SERVICE TERMS AND CONDITIONS