THIS SERVICES AGREEMENT ("AGREEMENT") GOVERNS CUSTOMER'S PURCHASE AND USE OF MAXMA'S SERVICES (DEFINED BELOW).
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING THIS AGREEMENT, EXECUTING AN ORDER OR OTHER DOCUMENT THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICES MADE AVAILABLE BY MAXMA UNDER THIS AGREEMENT, YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (II) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (III) ACCEPT THIS AGREEMENT ON BEHALF OF THE CUSTOMER INDICATED ON THE ORDER FORM, WHETHER THAT IS YOU INDIVIDUALLY OR THE ORGANIZATION FOR WHICH YOU ACT ("CUSTOMER", "YOU", OR "YOUR").
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES.
This Agreement was last updated on 09/11/2026, is effective between Customer and Maxma Inc. ("Maxma") as of the date of Customer's accepting this Agreement (the "Effective Date"), and is the entire agreement between the parties regarding the Services, and it includes all Orders, all exhibits attached to this Agreement, and all of the other terms and conditions incorporated into this Agreement by reference. This Agreement supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, written or oral, with respect to the Services and all past dealings or industry customs. In the event of a conflict between or among this Agreement, an Order, and any data use, data sharing, or data processing agreement between the parties covering Customer Data (a "DUA"), the following order of precedence applies: (i) the Order, (ii) the DUA, and (iii) this Agreement.
Maxma may make changes to this Agreement from time to time and will provide Customer with notice of any such changes, by sending an email, providing a notice through the Services, or through other reasonable forms of notification. Unless otherwise stated in such notice, the amended Agreement will be effective immediately, and Customer's continued use of the Services after receipt of such notice will confirm Customer's acceptance of the changes. Notwithstanding the foregoing, where Customer has executed this Agreement, this Agreement may be modified only in accordance with Section 12.6.
IF YOU DO NOT AGREE TO THE AMENDED AGREEMENT, YOU MUST STOP USING THE SERVICES.
1.1.1. Maxma provides various offerings. The specifics of each transaction with Customer will be set forth on a confirmation page, order form, quote, statement of work, invoice or other ordering form that references this Agreement and is mutually agreed to by the parties in writing (each, an "Order"). Each offering, if selected, is set forth in an Order, and the Order outlines the following: (i) the nature of the services to be provided by Maxma, including the software services, any applicable maintenance and support services, and/or consulting, implementation, or other professional services ("Services"), (ii) whether the Services will be provided on a pilot basis and the term of such pilot, if applicable ("Pilot Period"), (iii) the period the Services will be provided on a non-pilot basis (each, a "Service Period"), (iv) the number of Users (as defined below) authorized to use the Services, as applicable, and (v) the fees for the Services ("Service Fees").
1.1.2. Subject to the terms and conditions of this Agreement, Maxma will make the Services available to Customer and Customer's authorized users (each, a "User") for Customer's access and internal use by using commercially reasonable efforts to provide the Services. Customer is responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer will make all Users aware of this Agreement's provisions as applicable to such User's use of the Services (or any component thereof) and shall cause Users to comply with such provisions. Access to certain content, including Output (as defined below), may be available through the Services ("Content"). Customer may use, download, and modify the Content for its internal use in accordance with this Agreement and any applicable Third-Party Terms of Service.
1.1.3. Maxma may make available or deliver to Customer certain modifications to the Services, in Maxma's sole discretion. Maxma may from time to time modify the Services, or add or modify license keys, authorizations or other means of controlling access to or use of the Services, (i) to comply with Applicable Law or Maxma's other regulatory or compliance obligations, (ii) to ensure Maxma maintains applicable regulatory approvals or licenses, or (iii) for commercial, security or operational reasons, including to make any improvements to the Services. If any such change materially and negatively impacts Customer's access or use of the Services, Maxma will inform Customer reasonably in advance of the features and timing of the change.
Maxma may make available certain offerings on a subscription basis as part of the Services ("Subscription Services"). The Service Period for Subscription Services ("Subscription Period") will automatically renew for successive periods equivalent to the length of the Subscription Period, unless and until either party provides written notice of non-renewal no less than 5 days prior to the end of the then-current Subscription Period.
From time to time, Maxma may provide Customer with the option to participate in early access programs with Maxma where Customer may be permitted to use alpha, beta, or pre-release services, products, features, and documentation ("Beta Services") offered by Maxma. Notwithstanding anything to the contrary contained in this Agreement, Beta Services are not generally available and may contain bugs, errors, or defects. Accordingly, Maxma provides Beta Services to Customer "as is", "where is", and "with all faults", and makes no warranties of any kind with respect to the Beta Services, nor does any representation, warranty, service level, or other obligation with respect to the Services described herein apply to Beta Services. Maxma may discontinue Beta Services at any time in its sole discretion and may never make them generally available.
From time to time, Maxma may provide Customer with the option to purchase certain ad-hoc or add-on professional services, consulting services, and/or technical support services (the "Professional Services"). Subject to the terms and conditions of this Agreement and the applicable Order, Maxma will perform the Professional Services as set forth in a mutually agreed upon Order for Professional Services. Each Order for Professional Services will include, at a minimum, a description of the Professional Services and the associated fees and payment terms. Maxma may utilize subcontractors to perform all or a portion of the Professional Services.
Portions of the Services (including the Content) may be provided through subcontractors or third-party providers or link to third-party services ("Third-Party Services"), which may be subject to a separate agreement with Customer or, if not, may impose certain restrictions or additional terms and conditions ("Third-Party Terms of Service"). If applicable, the Third-Party Terms of Service are incorporated into this Agreement by reference. In the event of conflict between the terms and conditions of the Third-Party Terms of Service and the terms and conditions of this Agreement, the terms and conditions of the Third-Party Terms of Service will govern with respect to such portions. Customer agrees to abide by the terms and conditions of the Third-Party Terms of Service provided by Maxma, if applicable. Maxma disclaims any liability with respect to Third-Party Services. Customer agrees that such third-party providers are third-party beneficiaries of all terms applicable to them. Customer, at its sole expense, will defend, indemnify, and hold harmless the Maxma Parties from and against any and all Losses arising from any Claim resulting from or arising in connection with any alleged or actual violation of any Third-Party Terms of Service by or on behalf of Customer.
Customer is responsible for maintaining the confidentiality of its User passwords, IDs, and other credentials and login information (collectively, "Passwords"), and Customer agrees that Maxma has no liability with respect to the use of any Passwords. Customer acknowledges that Passwords are personal to each User, and Customer is responsible for ensuring that each Password is used only by the applicable User. Customer must notify Maxma immediately if Customer has reason to believe that the security of Customer's account has been compromised or if any of the Services have been accessed by any unauthorized individuals.
Except as expressly authorized by this Agreement, Customer may not (i) modify, disclose, alter, translate, or create derivative works of the Services (or any components thereof), (ii) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any components thereof), (iii) use the Services to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions, (iv) copy, frame, or mirror any part or content of the Services, (v) build a competitive product or service based on the Services, or copy any features or functions of the Services, (vi) interfere with or disrupt the integrity or performance of the Services, (vii) attempt to gain unauthorized access to the Services or their related systems or networks, (viii) disclose to any unrelated third party any performance information or analysis relating to the Services, (ix) remove, alter, or obscure any proprietary notices in or on the Services including copyright notices, (x) disclose or make available Passwords that Maxma has provided to Customer or the Users, (xi) create or retain any copies of any Content, except to print or download insubstantial amounts of the Content as available through the Services for Customer's intended use under this Agreement, (xii) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or recreate the source code of the Services or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Services, (xiii) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services, (xiv) take any action that imposes an unreasonable or disproportionately large load on the Services, (xv) use the Services in any way that may violate any applicable law, rule, or regulation, for any purpose that is illegal in any way or that advocates illegal activity, or (xvi) cause or permit any User or third party to do any of the foregoing. Without limiting the generality of the foregoing, neither Customer nor any User may, or allow third parties to, (a) use any Output or any other Content, data, or other information received or derived from the Services to (i) directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems, (ii) develop foundation models or other large scale models that compete with Maxma or other features of the Services, (iii) mislead any person that Output from the Services was solely human generated, or (iv) act in a manner that violates any documentation, Services usage guidelines, or other parameters or instructions of Maxma; or (b) intentionally manipulate the training data or fine-tuning procedures of Maxma technology to introduce vulnerabilities, backdoors, or biases, including through (i) inserting mislabeled or harmful data to elicit specific, damaging model responses, or (ii) contaminating a substantial part of the training dataset.
Customer will pay, or cause to be paid, to Maxma the Service Fees in accordance with the payment terms set forth in the Order. The Service Fees do not include taxes. Unless otherwise set forth in the Order, (i) for non-Subscription Services Maxma will invoice Customer or its payment agent on a monthly basis for the Service Fees, Customer will pay all invoiced amounts to Maxma within 30 days of the date of the invoice, and (ii) for Subscription Services, Customer authorizes Maxma, either directly or through a third party payment processing service, to charge Service Fees for Subscription Services via the payment method provided in the Order on the first day of each Subscription Period. All payments must be made in U.S. Dollars.
Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full. Customer will be responsible for, and will pay all sales and similar taxes on, all license fees and similar fees levied upon the provision of the Services, excluding only taxes based solely on Maxma's net income. Notwithstanding any terms to the contrary in this Agreement, (i) except as provided in Section 11.4, Maxma will not be obligated to issue any refunds for Service Fees paid, and (ii) Maxma, at its sole discretion, may modify its pricing during any Service Period, provided that modifications will only be effective as of the following Service Period, and Maxma notifies Customer of such pricing modifications beforehand.
This Agreement commences on the Effective Date and will remain in effect until terminated. The term of Customer's right to use an applicable Service will be set forth on the Order. Each such term will be renewable for the renewal period specified in a renewal Order, if any.
Either party may terminate this Agreement, for cause, if the other party materially breaches this Agreement and does not remedy such breach within 30 days after its receipt of written notice of such breach. Maxma may terminate this Agreement, in whole or in part, upon 60 days' written notice to Customer. Further, notwithstanding any terms to the contrary in this Agreement, Maxma may suspend use of the Services (or any portion thereof) without liability if Maxma reasonably determines that (i) Customer fails to pay any undisputed Service Fees when due, (ii) Customer or any of its Users are in breach of Section 3.2, or (iii) Maxma is required by any applicable law to suspend the Services.
Upon any expiration or termination of this Agreement (i) all rights and licenses granted to Customer under this Agreement will immediately terminate, and (ii) Customer must promptly pay, or cause to be paid, to Maxma all amounts due and payable up to the effective date of termination of this Agreement, unless Customer terminates for cause pursuant to Sections 5.2 or 11.4. Notwithstanding any terms to the contrary in this Agreement, (a) Sections 1.3, 2, 3, 4, 5.3, 6, 7, 9, 10, 11, and 12 will survive any termination or expiration of this Agreement, and (b) no refunds will be issued except as otherwise provided in this Agreement.
6.1. Maxma acknowledges that, as between Maxma and Customer and subject to the rights and licenses granted in this Agreement, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to non-public data provided by Customer and its Users to Maxma to enable the provision of the Services ("Customer Data"). Customer hereby grants to Maxma a non-exclusive, royalty-free, worldwide license to Process the Customer Data and perform all acts with respect to the Customer Data as may be necessary or useful for Maxma to provide the Services to Customer.
6.2. Customer acknowledges and agrees that Maxma may, through the Services or otherwise, Process Customer Data and other inputs provided by Customer and Users (collectively, "Input"), to generate output based on the Input ("Output"), to perform the Services for the benefit of Customer, to maintain and provide the Service, to train the statistical, machine learning, artificial intelligence, and other models used to provide the Services, to develop and improve Maxma technologies and offerings, to offer and provide such Maxma technologies and offerings to third parties, and to generate or develop deidentified data from the Input, Output, and any derivatives thereof (the "Deidentified Data"). Customer represents and warrants that Customer has all rights, licenses, and permissions required to provide Input to the Services. Customer is solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for each use case. For purposes of this Agreement, "Process" means to take any action or perform any operation or set of operations that the Services are now or hereafter capable of taking or performing on any documents, graphics, materials, or other data, information, and other content, including, without limitation, to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise generate, provide, or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.
6.3. Customer acknowledges that, as between Customer and Maxma and subject to the rights and licenses granted in this Agreement, Maxma owns all right, title, and interest, including all Intellectual Property Rights, in and to the Deidentified Data.
6.4. Customer acknowledges and agrees that Maxma may monitor, collect, use, and store anonymous and aggregate statistics regarding use of the Services and/or any individuals or entities that interact with the Services (including, without limitation, information concerning Customer Data and data derived therefrom) (collectively, "Maxma Analytic Data"). As between the parties and subject to the grants expressly set forth in this Agreement, Maxma owns all right, title, and interest in and to the Services and Maxma Analytic Data, together with any and all Intellectual Property Rights embodied in or related to the foregoing.
7.1. Definition. "Confidential Information" means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (the "Disclosing Party") to the other party (the "Receiving Party") concerning or related to this Agreement or the Disclosing Party (whether before, on, or after the Effective Date) that is marked "Confidential" or "Proprietary" or with similar designation by the Disclosing Party, at the time of initial disclosure to the Receiving Party or, if the Disclosing Party makes an oral disclosure, the Disclosing Party, within 10 days of such oral disclosure, notifies the Receiving Party in writing that the information disclosed by the Disclosing Party should be treated as confidential or proprietary to the Disclosing Party. Notwithstanding the foregoing, Confidential Information will not include information that (i) is or becomes publicly available without breach of this Agreement through no fault of the Receiving Party; (ii) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by law or regulation or by a subpoena or order issued by a court of competent jurisdiction (each, a "Court Order"), but solely on the conditions that the Receiving Party (a) gives the Disclosing Party written notice of the Court Order promptly after receiving it, if permitted by applicable law or regulation; and (b) cooperates fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Court Order and seek a protective order or other appropriate relief. In the event of any dispute between the parties as to whether specific information is within one or more of the exceptions set forth in this Section 7, the Receiving Party will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception or exceptions.
7.2. Obligations. The Receiving Party will maintain in confidence the Confidential Information during the term of this Agreement and for the 5-year period commencing upon the effective date of termination of this Agreement, and will not use such Confidential Information except as expressly permitted in this Agreement. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party's obligations or exercising the Receiving Party's rights under this Agreement. In addition, the Receiving Party will only disclose Confidential Information to its affiliates, directors, officers, employees, vendors and/or contractors who have a need to know such Confidential Information in order to perform their duties under this Agreement, provided such affiliates, directors, officers, employees, vendors and/or contractors are under an obligation to maintain the confidentiality of the Confidential Information. Each party agrees that the terms and conditions of this Agreement will be treated as Confidential Information of both parties and will not be disclosed to any third party; provided, however, that each party may disclose the terms and conditions of this Agreement in confidence (i) to such party's legal counsel, accountants, banks, financing sources, and their advisors, (ii) in connection with the enforcement of this Agreement or rights under this Agreement, (iii) in connection with an actual or proposed equity investment, merger, acquisition, or similar transaction, or (iv) to governmental or regulatory authorities in connection with examinations or audits.
Each party represents and warrants that (i) it is validly existing and in good standing under the laws of the place of its establishment or incorporation, (ii) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement, (iii) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement, and (iv) this Agreement is valid, binding, and enforceable against it in accordance with its terms.
EXCEPT AS SET FORTH IN SECTION 8, THE SERVICES (INCLUDING ANY OUTPUT) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MAXMA, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (I) THE ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (II) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, OR OTHERWISE PRODUCE ANY PARTICULAR RESULTS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR WILL NOT BE LOST, DAMAGED, OR CORRUPTED, (IV) ERRORS OR DEFECTS WILL BE CORRECTED, PATCHES OR WORKAROUNDS WILL BE PROVIDED, OR MAXMA WILL DETECT EVERY BUG IN THE SERVICES, (V) THE SERVICES OR THE SERVER OR SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (VI) THIRD-PARTY DISRUPTIONS AND SECURITY BREACHES OF THE SERVICES WILL BE PREVENTED.
10.1. Indemnification by Maxma. Maxma, at its sole expense, will defend Customer, its affiliates, and its and their respective directors, officers, employees, consultants and agents ("Customer Parties") from and against any and all third-party claims, suits, actions or proceedings (each a "Claim"), and indemnify Customer Parties from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees, costs, penalties, interest and disbursements) ("Losses") that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance and in writing, by Maxma, in each case resulting from or arising in connection with (i) the Services (solely in the form delivered to Customer and excluding any Content) infringing any Intellectual Property Rights (as defined in Section 11.4) of any third party or (ii) any violation of applicable law or regulation by or on behalf of Maxma, provided that Customer was not also involved in such violation.
10.2. Indemnification by Customer. Customer, at its sole expense, will defend Maxma, its affiliates, and its and their respective directors, officers, employees, consultants and agents ("Maxma Parties") from and against any third-party Claim, and indemnify the Maxma Parties from any related Losses, resulting from or arising in connection with (i) Customer Data or use of any Content, (ii) any breach of Section 3.2, or (iii) any violation of applicable law or regulation by or on behalf of Customer, provided that Maxma was not also involved in such violation.
10.3. Procedure. The indemnifying party's indemnification obligations under this Section 10 are conditioned upon the indemnified party (i) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of it, (ii) granting the indemnifying party the option to solely control the defense (including the right to use its own counsel) and settle the Claim (except that the indemnified party must approve any settlement that requires an affirmative obligation of the indemnified party), and (iii) providing reasonable cooperation to the indemnifying party and assistance in the Claim's defense or settlement.
11.1. Consequential Damages Waiver. EXCEPT FOR (I) BREACHES OF SECTION 3.2, (II) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, OR (III) A PARTY'S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 10, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES IN ADVANCE.
11.2. Liability Cap. EXCEPT FOR (I) BREACHES OF SECTION 3.2 OR SECTION 7, (II) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, (III) CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, OR (IV) A PARTY'S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 10, EACH PARTY'S ENTIRE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE SERVICE FEES ACTUALLY PAID BY CUSTOMER TO MAXMA DURING THE SERVICE PERIOD WITHIN WHICH THE DAMAGES OCCURRED.
11.3. Failure of Essential Purpose. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 11 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11.4. Intellectual Property Rights. In the event of any claim brought by a third party that all or a portion of the Services infringes, misappropriates, or otherwise violates any Intellectual Property Right of a third party or if Maxma believes such a claim may be brought, Maxma may, in its sole discretion (i) replace the applicable Services with substantially similar services that are reasonably acceptable to Customer, (ii) modify the applicable Services in a manner reasonably acceptable to Customer, (iii) procure for Customer the right to continue using the Services, or (iv) terminate this Agreement upon 30 days' written notice to Customer. If the proposed replacement or modified Services under Sections 11.4(i) and (ii) above are not acceptable to Customer, Customer may terminate this Agreement upon written notice of termination to Maxma, and Maxma will refund any fees that were prepaid for the remaining portion of the then-current Service Period, prorated to the date of termination. For the purpose of this Agreement, "Intellectual Property Rights" means all patent rights, copyrights, moral rights, trademark rights, trade secret rights, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations, for any of the foregoing.
12.1. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, without resorting to its conflict of law provisions. Each party submits to the exclusive jurisdiction of any state or federal court sitting in San Francisco, California (the "Chosen Courts") in any litigation arising out of or relating to this Agreement, agrees that all claims in respect of any such litigation will be heard and decided only in any such Chosen Court, waives any claim of inconvenient forum or other challenge to venue in any such Chosen Court, and agrees not to bring or maintain any such litigation before any tribunal other than the Chosen Courts (except, for clarity, in any proper appeal from a Chosen Court).
12.2. Feedback. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments, or other feedback provided by Customer to Maxma with respect to Maxma or the Services (collectively, "Feedback") will constitute Confidential Information of Maxma. Further, Maxma will be free to use, reproduce, and otherwise exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind.
12.3. Force Majeure. Excluding Customer's payment obligations under this Agreement, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fires, storms, floods, earthquakes, and the like), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service by any service providers, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.
12.4. Electronic Communications. Maxma may choose to electronically deliver all communications with Customer, which may include email to the email address Customer provides to Maxma. Maxma's electronic communications to Customer may transmit or convey information about action taken on Customer's request, portions of Customer's request that may be incomplete or require additional explanation, any notices required under applicable law, and any other notices. Customer agrees to do business electronically with Maxma and to receive electronically all current and future notices, disclosures, communications, and information, and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
12.5. Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned, or delegated by Customer, by operation of law or otherwise, without the prior written consent of Maxma, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Maxma may freely transfer, assign, or delegate this Agreement or its rights and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
12.6. Amendments and Waivers. No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless clearly understood by the parties to be a modification or waiver and signed by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or affect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
12.7. Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement are not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.