Terms of Service

This Broome Terms of Service Agreement (this “Agreement”) is between Broome, Corp., a Delaware corporation (“Broome”) and the organization and/or or entity specified on the applicable Order Form (as defined below) submitted by, or on behalf of, such organization and/or entity for the purchase of a subscription license to access the Broome Platform (as defined below) (such entity or organization, the “Customer”). The “Effective Date” of this Agreement shall be the date that this Agreement is first accepted by or on behalf of the Customer as set forth below.

IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS THAT GOVERN THE USE OF THE BROOME SERVICE (AS DEFINED BELOW). BY ENTERING INTO AN ORDER FORM TO PURCHASE ACCESS TO AND/OR USE OF THE BROOME SERVICE, OR BY CLICKING “I ACCEPT” OR OTHERWISE PROCEEDING WITH THE USE OF THE BROOME SERVICE (OR ANY PART THEREOF), YOU: (1) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW); (2) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), ON BEHALF OF THE CUSTOMER; AND (3) AGREE THAT CUSTOMER IS ENTERING INTO THIS AGREEMENT WITH BROOME, CORP.

IF YOU AND/OR THE CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT, DO NOT PURCHASE A SUBSCRIPTION TO THE BROOME PLATFORM OR OTHERWISE ACCESS OR USE THE BROOME SERVICE, OR ANY PART THEREOF.

1. DEFINITIONS

“Administrators” has the meaning given to such term in Section 4.3.

“AI Input” means information, data, materials, text, prompts, images, or other content that is input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer or any Authorized User for processing by or through any AI Features.

“AI Features” means any feature, functionality, or component of the Broome Platform that incorporates, uses, depends on, or employs any generative artificial intelligence (“AI”), large language models (“LLMs”), and other machine learning (“ML”) functionality integrated or otherwise made available through the Broome Platform that is capable of generating various types of content (including text, images, audio, or other materials) based on user-supplied prompts.

“AI Output” means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Input.

“Authorized Users” means employees, contractors, or agents of Customer who are authorized by Customer to use the Broome Platform in compliance with this Agreement, including, Administrators.

“Beta Features” means any beta versions, features and/or functionality of the Broome Platform, which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Broome Platform” means Broome’s proprietary hosted software-as-a-service platform specified on the applicable Order Form, and any modified, updated, or enhanced versions thereof, that Broome makes available Broome to Customer pursuant to this Agreement.

“Broome Service” means as applicable, the Broome Platform, any applicable AI Features and/or Beta Features, Documentation, Support, and/or Implementation Services that are made available and/or provided by Broome to Customer under this Agreement.

“Customer Data” means all data (including, Personal Data), information and other content, including, AI Input and AI Output, transmitted, uploaded and/or submitted by or on behalf of Customer and its Authorized Users to or in connection with the use the Broome Platform (including, through Third Party Applications that Customer connects with the Broome Platform), or otherwise provided in connection with the use of the Broome Service.

“Documentation” means the applicable end user manuals and/or documentation for the Broome Platform, and any modification, updates, and or improvements thereto, made available by Broome to Customer under this Agreement.

“Order Form” means a written and/or electronic order form referencing and incorporated into this Agreement that is mutually agreed upon and executed by the Customer and Broome specifying, as applicable: (a) the subscription to the Broome Platform, applicable Usage Parameters, and Support tier, (b) any Implementation Services purchased by Customer and/or otherwise to be performed by Broome under this Agreement, and (c) the applicable fees due and payable by Customer for the Broome Platform, Support, and/or Implementation Services under the applicable Order Form.

“Implementation Services” has the meaning given to such term in Section 3.1.

“Performance Data” means Broome’s technical logs, metadata, and usage and diagnostic information, metrics and analytics regarding the performance and operation of the Broome Service and Technology, and the use of the Broome Service by Customer and Authorized Users.

“Personal Data” has the meaning given to such term in Section 5.2.

“Subscription Term” means the subscription period specified on the applicable Order Form, and any renewal thereof as set forth in Section 8.2, during which the Customer is authorized to access the Broome Platform, pursuant to this Agreement.

“Support” has the meaning given to such term in Section 3.1.

“Technology” means the technology infrastructure used by or on behalf of Broome in hosting, providing and/or delivering the Broome Platform, Beta Features, AI Features, and any other services hereunder, including all information technology systems, computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Broome or using third-party services, and all software programs, components, applications, and tools underlying, or otherwise used to operate, maintain, host and/or provide, the Broome Platform, Beta Features, and/or AI Features, and any and all modified, updated, or enhanced versions thereof.

“Third Party Applications” means third-party products, applications, services, or software used by Customer that the Customer has authorized and enabled to connect with the Broome Platform.

“Usage Parameters” means the maximum number of permitted users and/or seats for the use of the Broome Service specified on the applicable Order Form(s), and any other parameters applicable to the subscription plan purchased by Customer, or otherwise specified in the Order Form or in writing by Broome regarding the scope of use of the Broome Service by Customer and/or its Authorized Users.

2. ACCESS TO THE BROOME PLATFORM

2.1 Access to the Platform. Subject to the terms and conditions of this Agreement, Broome grants to Customer a personal, non-exclusive, non-sublicensable, non-transferable limited right, during the Subscription Term, or if applicable, the Trial Period (as defined below), to access and use, and permit its Authorized Users to access and use, the Broome Platform, over the internet, solely for Customer’s own business purposes, in accordance with this Agreement and the Documentation, and subject to any applicable Usage Parameters.

2.2 Trials. Notwithstanding Section 2.1, if Customer has obtained access to the Broome Platform on a trial basis (the “Trial Version”), Customer understands and agrees that the license set forth in Section 2.1 is granted to Customer by Broome solely (a) for the trial period set forth on the Order Form, unless Broome has otherwise expressly authorized and agreed to in writing an extended trial period (the “Trial Period”), and (b) for Customer’s own internal evaluation purposes, and subject to any and all technical limitations implemented by Broome in the Trial Version. Customer acknowledges and agrees that, unless otherwise set forth on the applicable Order Form, upon expiration of the Trial Period the Subscription Term will automatically commence and Customer will be charged the fees specified in the Order Form for continued use of the Broome Service, unless Customer has provided Broome written notice of its intent not to continue use of the Broome Service prior to the expiration of the Trial Period. If Customer elects to terminate its use of the Trial Version during the Trial Period, all access to the Broome Service shall immediately terminate. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL VERSION IS PROVIDED “AS-IS’ AND WITHOUT ANY WARRANTY WHATSOEVER OR ANY SUPPORT OR OTHER SERVICES (INCLUDING ANY UPDATES OR UPGRADES).

2.3 Beta Features. Broome may from time-to-time, in its sole discretion, make certain Beta Features available to Customer to evaluate and try (at Customer’s option) at no additional cost. If Customer elects to access Beta Features, Broome grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Beta Features solely for Customer's internal evaluation and subject to any and all technical limitations implemented in the Beta Features and/or other usage parameters or restrictions specified by Broome. BETA FEATURES ARE PROVIDED AS-IS, ARE NOT SUPPORTED, AND MAY BE SUBJECT TO ADDITIONAL TERMS AS SPECIFIED BY BROOME IN WRITING AND/OR IN THE APPLICABLE DOCUMENTATION FOR THE BETA FEATURES. Nothing in this Agreement requires or otherwise obligates Broome to make available any Beta Features to Customer. Broome reserves the right to terminate Customer's access to any Beta Features at any time, for any reason.

2.4 Restrictions. Customer shall not, and shall not permit any third party (including, without limitation, any Authorized Users) to: (a) use the Broome Service (or any part thereof) and/or any Technology or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds any applicable Usage Parameters; (b) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Broome Service available for access by third parties except as otherwise expressly provided in this Agreement; (c) access or use the Broome Service (or any part thereof) for purposes of building a competitive product, or otherwise engage in competitive benchmarking; (d) disclose the results of any benchmark test of the Broome Service to any third party without Broome’s prior written approval; (e) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets, or any underlying ideas, algorithms and/or technology from or about the Broome Service (or any part thereof) and/or Technology; (f) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Broome or its suppliers on or within the Broome Platform, Documentation and/or Technology; (g) interfere with or disrupt the integrity or performance of the Broome Platform and/or Technology, or any system, network or data or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Broome Platform and/or Technology; (h) attempt to gain unauthorized access to the Broome Platform, Technology, or its related systems or networks; (i) attempt to probe, scan or test vulnerability of the Broome Platform and/or Technology without Broome’s prior written permission or authorization; (j) use the Broome Service to store, upload, or transmit any (1) materials containing malicious or unsolicited code or software, or (2) materials or content that violates or misappropriates any third party’s intellectual property, publicity, confidentiality, proprietary, and/or privacy rights; or (k) use the Broome Service (or any part thereof), or transmit Customer Data, in any manner that violates any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency, including, without limitation, export laws and regulations.

2.5 Open Source Components. The Broome Platform may contain third party open-source software components (“Open Source Components”). With respect to the individual Open Source Components, nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any end user license terms for the applicable Open Source Components, which are available upon request.

2.6 AI Features. The Broome Platform utilizes and/or integrates with certain AI Features which may be developed and owned by Broome or third parties. The AI Features may be developed, owned and/or controlled by Broome or third parties. AI Features provided by third parties may be subject to additional acceptable use policies, terms, conditions or policies (collectively, “AI Policies”). Broome’s current list of third party AI Features and any applicable AI Policies are available at https://broome.ai/data-faq#ai-providers. Customer agrees to and shall ensure its Authorized Users use the AI Features in accordance with the authorized use of the Broome Platform as set forth in this Agreement, the Documentation, and any applicable AI Policies. For the avoidance of doubt, Broome shall not use, nor permit any third party to use or process, any Customer Data: (a) through the AI Features for any reason other than as necessary to provide Customer the AI Output as part of the Broome Platform, or as required to enforce AI Policies or comply with applicable law; or (b) to train any AI Features. Customer acknowledges, understands and agrees that: (i) artificial intelligence and machine learning are rapidly evolving fields of study, and (ii) given the probabilistic nature of machine learning, the AI Features may in some situations result in incorrect or incomplete AI Output that does not accurately reflect the Customer Data and/or other information or materials made available through the Broome Platform and/or AI Features. Customer is responsible for evaluating the accuracy of any AI Output, including by using manual human review, prior to use or reliance on any such AI Output. Customer acknowledges, and must notify its Authorized Users and any other third party that uses, receives or accesses any AI Output, that factual assertions in AI Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information. Customer agrees that it will not, and it shall not permit any Authorized Users or other person to represent the AI Output: (1) as being approved or vetted by Broome, or their respective affiliates, personnel, service providers, agents, or representatives; or (2) as being an original work or a wholly human-generated work.

2.7 Changes and Modifications. Broome reserves the right, in its sole discretion, to make changes to the Broome Service (or any part thereof) at any time that Broome deems necessary or useful to (a) maintain or enhance: (i) the quality or delivery of services to our customers; (ii) the competitive strength of or market for our services; or (iii) the cost efficiency or performance of the Broome Service; or (b) to comply with applicable laws.

2.8 Suspension or Termination. Broome may suspend, terminate, or otherwise deny Customer’s or any Authorized User’s access to or use of all or any part of the Broome Service, without incurring any resulting obligation or liability, if: (a) Broome receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Broome to do so; or (b) Broome believes, in its good faith and reasonable discretion, that (i) Customer or any Authorized User has accessed or used the Broome Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement, or that such use; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Broome Service; (iii) that such access and use poses an imminent security risk or an imminent risk to any Technology or will interfere materially with the proper continued operation of the Broome Service or Technology; or (iv) this Agreement, or any applicable Subscription Term, expires or is terminated. This Section 2.8 does not limit any of Broome’s other rights or remedies, whether at law, in equity, or under this Agreement.

3. SUPPORT & ONBOARDING

3.1 Support & Implementation Services. Broome will use commercially reasonable efforts to provide Customer remote technical support by email and/or phone for Customer’s use of the Broome Platform during Broome’s normal business hours in accordance with Broome’s then-current support terms and conditions (“Support”). To submit a request for Support please contact Broome here: ziggy@broome.ai. Broome may also provide Customer with certain onboarding, implementation, integration and/or other professional services (the “Implementation Services”). The scope, timeline, fees, and tasks of the parties with respect to such Implementation Services shall be as specified in an Order Form or as otherwise mutually agreed upon by the parties in writing.

3.2 Availability. During the applicable Subscription Term, if the applicable Order Form includes a Service Level Agreement (the “SLA”), Broome will make the Broome Platform available for access by Customer and its Authorized Users as set forth in the SLA.

4. CUSTOMER ACCOUNTS & ADMINISTRATION; THIRD PARTY CONNECTED APPLICATIONS

4.1 Accounts. In order to use the Broome Service, Customer must register an account (“Account”), and may be required to register sub-Accounts for each individual (including employees, contractors or agents of Customer) who have been authorized by the Customer to access and use the Broome Service on behalf of Customer (each an “Authorized User”). In registering an Account, Customer agrees to, and shall ensure that its Authorized Users, provide and maintain up to date account registration information, which may include, name, location, e-mail address or other contact information, and billing information, relating to Customer and any Authorized Users, that is true, accurate, current, up to date, and complete. Customer agrees that it will not, and will not permit any Authorized User or other third party to, create an Account or sign up to access the Broome Service using a false identity or fictitious name or information.

4.2 Account Security. Customer understands and agrees that Customer is solely responsible for maintaining the confidentiality of and protecting the passwords, license keys and/or other access credentials for the Account. Customer is solely responsible for any activity originating from the Account, including, without limitation, any access of the Account by Authorized User and/or sub-accounts created by Authorized Users under the Account, regardless of whether such activity is authorized by Customer. Customer agrees to notify Broome immediately of any unauthorized use of or access to Customer’s Account or the Accounts of any of its Authorized Users.

4.3 Administrators; Permissions. Customer may designate an administrator or administrators (each, an “Administrator”) to administer and manage Customer’s Account, which includes, without limitation, the right to invite Authorized Users to access and use the Broome Service on behalf of Customer and to assign certain permissions and access rights, where available, to each Authorized User (“Permissions”). Customer acknowledges and agrees that depending on the Permissions granted to an Authorized User, such Authorized User may subsequently invite or enable other Authorized Users with the same access and ability to access and use the Broome Service. Customer acknowledges and agrees that Customer is solely responsible and liable for its Administrator(s) administration and management of the Account, including, but not limited to, the inviting and granting of access to the Account and Broome Service to Authorized Users and the assignment of Permissions to Authorized Users. Customer shall be responsible for its Authorized Users’ compliance with the terms and conditions of this Agreement, and any noncompliance of any Authorized User shall be deemed a breach of this Agreement by Customer.

4.4 Authorized Users. Customer agrees that it shall (a) not permit any person other than Authorized Users to access and use the Broome Service, and (b) ensure that Authorized Users use the Broome Service solely in accordance with this Agreement and the applicable Usage Parameters. Customer shall be responsible for its Authorized Users’ compliance with the terms and conditions of this Agreement, and any noncompliance of any Authorized User shall be deemed a breach of this Agreement by Customer. Customer agrees to promptly notify Broome of any unauthorized use of or access to Customer’s Account and/or any sub-Account of an Authorized User.

4.5 Third Party Applications. Subject to Customer’s compliance with this Agreement, Customer may connect and authorize access to Third Party Applications with the Broome Platform as described in the Documentation. Customer is responsible for providing Broome with the applicable OAuth tokens or other access credentials necessary to enable the access to the Third Party Applications (“Third Party Access Credentials”), and Customer may revoke access to Third Party Applications at any time. Customer acknowledges and agrees that the Third Party Applications are operated, controlled and provided solely by the applicable third party provider, and not Broome. Customer’s and its Authorized Users’ use of such Third Party Applications is governed solely by the terms and conditions, terms of use, terms of service, or similar end user agreements, and any other applicable policies governing the use of such Third Party Applications, and Customer shall not breach or violate any such policies applicable to such Third Party Applications with respect to such access or use. Customer represents and warrants that it has the appropriate authorizations and rights from the applicable third party providers to use and connect the Third Party Applications to the Broome Platform.

5. DATA PROCESSING

5.1 Customer Data. Customer hereby grants to Broome a worldwide, royalty-free, non-exclusive license to process and use (including through the use of subcontractors) Customer Data strictly to provide Customer the Broome Service and other services provided by Broome to Customer hereunder. Customer acknowledges and agrees that Customer is responsible for any and all Customer Data submitted, transmitted, contributed, provided, generated, and/or created by Customer and/or its Authorized Users in connection with the use of the Broome Service, including its legality, reliability, accuracy, and appropriateness. Customer represents and warrants that Customer has all necessary ownership, rights and/or authorizations to grant the licenses hereunder in and to the Customer Data. Customer represents and warrants that Customer or its licensors own all right, title, and interest in and to Customer Data and Customer has all necessary rights and/or authorizations to grant Broome the licenses to the Customer Data contemplated by this Agreement. During the term, Customer may request the deletion of Customer Data by submitting a deletion request identifying the specific Customer Data to Broome via email at ziggy@broome.ai. Broome will securely delete such Customer Data in Broome’s possession or control within thirty (30) days following its receipt of the request.

5.2 Personal Data. To the extent any Customer Data includes, or Customer or any Authorized Users otherwise transmits, processes, and/or provides, any data or information that identifies, relates to, describes, or is capable of being associated with, directly or indirectly, a natural person, through or in connection with the use of the Broome Service (“Personal Data”), the parties acknowledge and agree that Customer is controller or business that controls, directs and otherwise determines the purposes for processing such Personal Data, and Broome is processor or service provider processing such Personal Data on behalf of Customer, under any applicable data and/or privacy laws, rules or regulations (collectively, “Applicable Data Laws”). Customer represents and warrants that Customer has obtained all permissions and/or approvals from each applicable data source as may be necessary or required to transmit such data through the Broome Service and/or provide or make available such data to Broome hereunder. Each party shall comply with Applicable Data Laws, with respect to any Personal Data provided and/or processed by the parties in connection with the use and performance of the Broome Service pursuant to this Agreement. Personal Data shall only be used in accordance with this Agreement, and if applicable, the DPA), and as described in Broome’s Privacy Notice available at https://broome.ai/privacy. In the event of any conflict between the terms of this Agreement, the DPA and the Privacy Policy with respect to processing of Person Data, the following order of precedence shall apply: (a) the DPA, (b) this Agreement, and (c) the Privacy Policy. Where required to comply with Applicable Data Laws with respect to any Personal Data exchanged pursuant to this Agreement, the parties will enter into Broome’s Data Processing Agreement (the “DPA”).

5.3 Security

(a) Security Measures. Broome will implement and maintain industry-standard technical and organizational security measures that are reasonably designed to prevent unauthorized access to and disclosure of Customer Data.

(b) Incidents. Broome shall inform Customer without unreasonable delay (but in no event, less than 72 hours), as soon as it has become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to unencrypted Customer Data (“Security Incident”). Broome shall provide all reasonable information in Broome’s possession concerning such Security Incident insofar as it affects Customer, including the following, to the extent then known: (a) the possible cause and consequences for any data subjects who’s Personal Data was involved in the Security Incident; (b) a summary of the Customer Data affected, and the categories of Personal Data involved, if applicable; (c) a summary of the unauthorized recipients of the Customer Data; and (d) the measures taken by Broome to mitigate any damage. Broome shall use reasonable efforts to provide Customer updates of further developments concerning a Security Incident. A Security Incident shall not be considered or deemed a breach of Broome’s confidentiality obligations under this Agreement for the purposes of limitations of liability.

5.4 Customer Responsibility. Without limiting Broome’s obligations under Section 5.3(a) of this Agreement, Customer has and will retain sole responsibility for: (a) the security of Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (b) the security and use of Customer’s and its Authorized Users’ access credentials; (c) all access to and use of the Broome Service directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; (d) implementing measures to allow Customer to backup and archive appropriately in order to restore availability and access to Customer Data in a timely manner in the event of a physical or technical incident; and (e) taking any appropriate steps to securely encrypt or pseudonymize any Customer Data.

5.5 Prohibited Data. Customer shall not provide (or cause or permit to be provided) any Prohibited Data to Broome for processing under the Agreement, and Broome will have no liability whatsoever for Prohibited Data, whether in connection with a Security Incident (as defined below) or otherwise. “Prohibited Data” means (a) social security number, tax file number, passport number, driver's license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, credit, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, information about sexual life or sexual orientation, or criminal record; (e) account passwords (other than for purposes of logging in to access the Broome Platform or tokens or other credentials required to connect Third Party Applications); (f) other information that falls within the definition of "special categories of data" under applicable Data Protection Laws; and/or (g) and any other data Customer does not have the right to process.

6. PROPRIETARY RIGHTS

6.1 Customer Proprietary Rights. Customer shall retain all right, title and interest in and to the Customer Data.

6.2 Broome Proprietary Rights. As between Broome and Customer, Broome or its licensors retain all right, title and interest in and to any and all intellectual property and proprietary rights in and to the Broome Service (and all parts thereof), Technology, Performance Data, and any and all derivative works, modifications, enhancements, and/or improvements thereto. For the avoidance of doubt, nothing in the Agreement shall transfer or grant to Customer any rights, title, interest or ownership in and to the AI Features and/or other models and/or algorithms, software programs, components, applications, and tools underlying the AI Features. Broome reserves all rights and licenses not expressly granted by Broome to Customer under this Agreement and no implied license or right is granted by Broome.

6.3 Performance Data. Customer acknowledges and agrees that Broome collects Performance Data and may use Performance Data for Broome’s internal purposes to conduct research and to improve, develop and enhance the Broome Platform, Technology, and its other products and services, to develop new products and services, and for any other lawful purposes; provided that, Broome will only disclose Performance Data, to third parties, including subcontractors, for the purposes of facilitating, improving, testing and maintaining the Broome Service, to perform its other obligations and exercise its rights under this Agreement, or as otherwise required by law.

6.4 Aggregated and Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that Broome may obtain and use Performance Data and Account Data to create aggregated, anonymized or deidentified data or information of similar form that does not permit the identification of Customer or any individual Authorized User (the “Aggregated and Anonymous Data”). Customer further agrees that Broome shall own such Aggregated and Anonymous Data and may retain, use and disclose such data for any lawful business purpose, including to improve its products and services.

6.5 Feedback. To the extent Customer and/or any Authorized User provides any suggestions and feedback to Broome regarding the functioning, features, and other characteristics of the Broome Service (or any part thereof) and/or other materials or services provided or made available by Broome hereunder (“Feedback”), Customer hereby grants Broome a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under Customer’s and its licensors’ intellectual property and proprietary rights to use and exploit such Feedback in any manner and for any purpose; provided that Broome shall not identify Customer or its Authorized Users or any other individual as the source of such Feedback.

7. FEES & PAYMENT TERMS

7.1 Fees; Payment Terms. Customer agrees to and shall pay the fees, charges, and other amounts for the paid its subscription to the Broome Platform (“Subscription Fees”), Support, and/or Implementation Services set forth in the applicable Order Form (all of the foregoing, collectively, the “Fees”). Customer will provide Broome with valid and updated credit card information, or such other payment method specified in the applicable Order Form. If Customer provides credit card information to Broome, Customer (a) authorizes Broome (and its third party payment processors) to charge such credit card for all Fees listed in the Order Form (including, any Fees due upon renewal of a Subscription Term), and (b) will ensure that the credit card information provided to Broome is current and valid and promptly update the information if the credit card expires. Charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Broome will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise set forth on the applicable Order Form, invoiced fees shall be due and payable by Customer to Broome within thirty (30) days after the date of the applicable invoice. All payments hereunder shall be made in USD and, except as otherwise expressly set forth in this Agreement, are non-refundable and non-cancellable.

7.2 Late Payment. Customer agrees to pay interest at the rate of 1.5% per month (or the maximum rate allowed by applicable law, whichever is lower) on past due amounts, and to pay all reasonable costs, including attorneys’ fees and costs, associated with Broome’s collection of past due amounts. In addition, if payment is not received or cannot be charged to Customer for any reason in advance, Broome reserves the right to suspend or terminate Customer’s and its Authorized Users’ access to the Broome Service, downgrade the subscription, and/or terminate this Agreement and/or the applicable Order Form. If Customer believes that Broome has billed Customer incorrectly, Customer must contact Broome no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in which case, Broome will review the billing statement and provide an adjustment or credit if Broome verifies there has been an error in the amount billed. Billing inquiries should be directed to Broome at ziggy@broome.ai.

7.3 Taxes. The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and Customer is and shall be responsible for payment of all such taxes (other than taxes based on Broome’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of Broome Service, or performance of any services by Broome hereunder.

7.4 Changes. Except as otherwise set forth in the Order Form, the Subscription Fees will remain fixed during the Subscription Term unless Customer (a) exceeds the Usage Parameters, and/or (b) upgrades the subscription tier, increases the Usage Parameters, and/or subscribes to additional features or products. Upon any increase in fees pursuant to clause (a) or (b) above, Customer shall pay the fees for such increase, pro-rated for the remainder of Customer’s then-current Subscription Term. Broome reserves the right, at any time, to increase the Subscription Fees payable hereunder, and/or change, update, or modify the Broome Service’s pricing and/or payment terms; provided that, any increase in fees applicable to Customer shall not take effect until the start of the next Subscription Term.

8. TERM; TERMINATION

8.1 Term of Agreement. This Agreement will commence on the Effective Date and will continue for the duration of the Subscription Term (including any renewals thereof), until terminated in accordance with the terms of this Agreement.

8.2 Subscription Terms. Each Subscription Term shall: (a) commence on the start date and continue for the duration of the Subscription Term, each as set forth in the Order Form, and (b) unless otherwise set forth in the Order Form, automatically renew for successive terms equal to the initial Subscription Term, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.

8.3 Termination. Either party may terminate this Agreement immediately upon written notice if the other party (a) materially breaches its obligations under this Agreement (including, payment obligations), and does not remedy such material breach within thirty (30) days of the date on which the breaching party receives written notice of such breach from the non-breaching party; or (b) becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within forty-five (45) days of its commencement, or makes an assignment for the benefit of creditors.

8.4 Effect of Termination. Upon termination of this Agreement for any reason:

• Customer’s and its Authorized Users’ right to access and use the Broome Service will automatically terminate, and Customer will cease and ensure all Authorized Users cease all access and use of the Broome Service and related Documentation.
• Broome’s obligations to provide the Broome Service shall immediately terminate.
• Except in the event of termination by Customer in accordance with Section 8.3(a) above, all outstanding fees immediately becoming due and payable, including, without limitation, any Subscription Fees payable for the remainder of the then-current Subscription Term. For the avoidance of doubt, in no event will termination (whatever the reason) relieve Customer of its obligations to pay any fees payable to Broome for the period prior to the effective date of termination.
• Each party will comply with its obligations in Section 9.4.
• Broome will immediately disable and delete all Third Party Access Credentials, and Broome will securely delete all Customer Data in its possession or control in accordance with its then-current data retention policies, but in any event, within thirty (30) days following the effective date of termination.

8.5 Survival. Each party is responsible for any obligations to the other party that arose prior to any termination or expiration of this Agreement. In addition, except as otherwise set forth in this Agreement, the parties’ rights and obligations under the following Sections shall survive: 1, 2.4, 2.5, 2.6, 4.5, 6, 7, 8.4, 8.5, 9, 10, 11, 12, 13, 15 and 16.

9. CONFIDENTIALITY

9.1 Definition. “Confidential Information” means: (a) with respect to Broome: the Documentation, Feedback, the Fees payable by Customer under this Agreement, and any non-public technical and business information regarding the Broome Service and/or any Technology, or any of Broome’s other products and/or services, and all materials and information disclosed under this Agreement that are marked “confidential” by Broome or that Customer knows or should have known, under the circumstances, are considered confidential by Broome; and (b) with respect to Customer: the non-public aspects of the Customer Data, Third Party Access Credentials, and all materials and information disclosed under this Agreement that are marked “confidential” by Customer. Confidential Information does not include information that the receiving party can document (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

9.2 Use and Protection. The receiving party will (a) use Confidential Information only to fulfill its obligations and exercise its rights in this Agreement, (b) not disclose Confidential Information to third parties without the disclosing party’s prior approval, except as permitted in this Agreement, and (c) protect Confidential Information using at least the same precautions the receiving party uses for its own similar information and no less than a reasonable standard of care. The receiving party may disclose Confidential Information of the disclosing party to its employees, agents, contractors and other representatives (collectively, “Representatives”) having a legitimate need to know, provided that, the receiving party remains responsible for its Representatives’ compliance with this Section 9, and such Representatives are bound to confidentiality obligations no less protective than this Section 9.

9.3 Required Disclosures. The receiving party may disclose Confidential Information of the disclosing party without violating this Section to the extent that such Confidential Information is required to be disclosed by law or court order; provided, however, that the receiving party shall first give the disclosing party prompt notice of such order so that the disclosing party may take appropriate actions to protect its rights, including seeking a protective order or other appropriate remedy. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except: (a) as required by applicable law, or (b) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed is under a duty of confidentiality no less protective than the duty of confidentiality set forth in this Agreement).

9.4 Return. Upon termination or expiration of this Agreement, except as otherwise set forth in this Agreement, the receiving party will promptly, at disclosing party’s option/choice either return or destroy Confidential Information of the disclosing party in the receiving party’s possession or control. The receiving party shall provide written certification of its compliance with the foregoing at the disclosing party’s written request. The Receiving Party may retain archival copies of Confidential Information solely for purposes of ensuring compliance with this Agreement or any applicable laws, rules, or regulations. Any such retained copies of Confidential Information will continue to be subject to the confidentiality obligations under this Agreement. Notwithstanding the foregoing, Broome’s obligations with respect to Customer Data shall be to securely delete Customer Data in accordance with its then-current data retention and deletion processes, or as otherwise set forth in this Agreement or the DPA.

10. INDEMNIFICATION

10.1 Indemnification by Broome. Broome shall defend and/or settle any third party claim, action or suit brought against Customer alleging that Customer’s use of the Broome Platform as authorized herein infringes or misappropriates the intellectual property rights of any third party, and hold Customer harmless from any amounts finally awarded by or agreed to (and reasonably approved by Broome) in settlement of such claim. If Customer’s use, or Broome reasonably believes Customer’s use, of the Broome Platform is or may be enjoined, or if otherwise required by settlement or injunction, Broome may elect at its option to: (a) obtain a license for the affected portion of the Broome Service; (b) modify or replace the affected portion of the Broome Platform, so as to avoid infringement, without materially degrading the functionality of the Broome Platform; or (c) terminate or discontinue the Broome Platform (or affected portion thereof). Notwithstanding the foregoing, Broome will have no obligation under this Section or otherwise with respect to any infringement or misappropriation claim: (i) based upon any modification of the Broome Platform (or any part thereof) by any person other than Broome or its authorized representatives, (ii) based upon the use, operation, or combination of the Broome Service (or any part thereof) with software programs, data, equipment, materials or business processes not provided by Broome (including, but not limited to, Third Party Applications), if such claim would not have arisen but for such use, operation or combination, and/or (iii) any Beta Features, or any free, trial or promotional use of the Broome Service. THIS SECTION 10.1 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND BROOME’S SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT AND/OR MISAPPROPRIATION.

10.2 Indemnification by Customer. Customer shall indemnify, defend, and hold Broome and its affiliates, officers, directors, employees, contractors, representatives, licensors, and agents harmless from and against any Claims brought against Broome and any Losses attributable to such Claims to the extent arising out of or related to: (a) Customer’s or its Authorized Users’ breach of any representation, warranty, or agreements referenced herein; (b) Customer Data, or Customer’s or any Authorized Users’ violation of any third-party right, including without limitation any Intellectual Property Right, publicity, confidentiality, property or privacy right; (c) breach or violation of any AI Policies or any terms and conditions, policies, orders, or other agreements and/or guidelines applicable to any Third Party Applications; or (d) violation of any applicable law, rule or regulation (including, any Applicable Data Laws).

10.3 Procedure. The party to be indemnified party shall (a) promptly notify the indemnifying party in writing of any claim asserted against the indemnified party (provided that, a delay in providing notice does not excuse the indemnifying party’s obligations unless the indemnifying party is prejudiced by such delay), (b) give the indemnifying party sole control of the defense thereof, and, (c) at the indemnifying party’s reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall the indemnifying party enter into any settlement that involves an admission of liability, negligence or other culpability of the indemnified party or requires the indemnified party to contribute to the settlement without the indemnified party’s prior written consent. The indemnified party may participate and retain its own counsel at its own expense.

11. DISCLAIMERS

11.1 GENERAL. THE BROOME SERVICE (AND ALL PARTS THEREOF), TECHNOLOGY, AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY BROOME HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND. BROOME EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. BROOME DOES NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE BROOME SERVICE (OR ANY PART THEREOF), TECHNOLOGY, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY BROOME: (A) WILL MEET CUSTOMER’S OR ANY AUTHORIZED USER’S REQUIREMENTS; (B) WILL BE COMPATIBLE WITH CUSTOMER’S OR ANY AUTHORIZED USER’S NETWORK, COMPUTER, OR ANY THIRD PARTY APPLICATIONS OR OTHER THIRD PARTY SERVICES; (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ANY AUTHORIZED USER FROM BROOME, ANY BROOME REPRESENTATIVE, ANY THIRD PARTY, OR THROUGH OR IN CONNECTION WITH THE USE OF THE BROOME SERVICE, OR ANY AI FEATURES AND/OR ANY AI OUTPUT, SHALL CREATE ANY WARRANTY.

11.2 THIRD PARTY APPLICATIONS. BROOME DOES NOT ENDORSE, IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS AS TO SUCH THIRD PARTY APPLICATIONS, THEIR CONTENT, OR THE MANNER IN WHICH THEY HANDLE CUSTOMER’S AND/OR ITS AUTHORIZED USERS’ DATA, INCLUDING, ANY CUSTOMER DATA THAT CUSTOMER OR ITS AUTHORIZED USERS TRANSMIT THROUGH THE THIRD PARTY APPLICATIONS. BROOME IS NOT LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH CUSTOMER’S AND/OR ANY AUTHORIZED USERS’ ACCESS OR USE OF ANY SUCH THIRD PARTY APPLICATIONS, OR CUSTOMER’S RELIANCE ON THE PRIVACY PRACTICES OR OTHER POLICIES OF SUCH THIRD PARTY APPLICATIONS.

11.3 AI OUTPUT. THE AI OUTPUT IS GENERATED THROUGH MACHINE LEARNING PROCESSES AND IS NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY BROOME. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THAT ANY AI OUTPUT IS ACCURATE PRIOR TO CUSTOMER’S USE OR RELIANCE ON SUCH AI OUTPUT. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS, RECOMMENDATIONS, AND ACTIONS (INCLUDING, BUT NOT LIMITED TO, RELATED TO ANY STRATEGIC, INVESTMENT, AND/OR FINANCIAL PURPOSES) BASED UPON THE USE OF, OR RELATED TO, ANY AI OUTPUT. USE OF OR RELIANCE UPON ANY AI OUTPUT BY CUSTOMER, ITS AUTHORIZED USERS, AND/OR ANY OTHER PERSON OR ENTITY, IS ENTIRELY AT CUSTOMER’S SOLE RISK, FOR WHICH BROOME WILL NOT BE LIABLE.

12. LIMITATION OF LIABILITY

12.1 Consequential Damages. SUBJECT TO SECTION 12.3, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION, FOR ANY (A) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (B) INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES; OR (C) INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA.

12.2 Damages Cap. SUBJECT TO SECTION 12.3, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATING TO THIS AGREEMENT EXCEED, IN THE AGGREGATE, ANY AMOUNTS GREATER THAN THE FEES PAID OR PAYABLE BY CUSTOMER TO BROOME FOR THE BROOME SERVICE GIVING RISE TO THE LIABILITY DURING THE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE CAUSE OF ACTION, OR, WITH RESPECT TO ANY FREE, TRIAL, PROMOTIONAL, OR BETA FEATURES, $100.00 (THE “STANDARD CAP”).

12.3 Excluded Claims. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO THE FOLLOWING “EXCLUDED CLAIMS”: (A) A PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY); (B) CUSTOMER’S (I) BREACH OF SECTION 2.4 (RESTRICTIONS), (II) BREACH OF SECTION 5.5 (PROHIBITED DATA), OR (III) FAILURE TO PAY AMOUNTS DUE UNDER THIS AGREEMENT; OR (C) A PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION); PROVIDED THAT, IN NO EVENT SHALL BROOME’S TOTAL AGGREGATE LIABILITY WITH RESPECT TO IT’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 10.1 EXCEED THE STANDARD CAP.

12.4 Basis of the Bargain. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THIS SECTION 12 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT BROOME WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION. THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. BROOME DISCLAIMS ALL LIABILITY OF ANY KIND WITH RESPECT TO BROOME’S LICENSORS AND SUPPLIERS. THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY INURE TO THE BENEFIT OF BROOME’S SUPPLIERS.

12.5 Jurisdictional Issues. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES WITH RESPECT TO CONSUMERS (I.E., A PERSON ACQUIRING GOODS OTHER THAN IN THE COURSE OF A BUSINESS, IN SUCH STATES OR JURISDICTIONS, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN SECTIONS 11 AND 12 SHALL APPLY TO A CONSUMER ONLY TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS AND REMEDIES ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE SUCH CONSUMER IS LOCATED.

13. GOVERNMENT RIGHTS

The Broome Platform and Technology and any related documentation licensed to Customer under this Agreement is “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

14. MODIFICATIONS TO THIS AGREEMENT

Broome reserves the right to change, modify or update this Agreement at any time, subject to this Section. Except as otherwise stated in this Section, all updates and modifications to this Agreement will be effective from the day they are posted at https://broome.ai/terms, or through the user interface of the Broome Platform, as indicated by the “Last Updated” date set forth above. Broome will provide Customer reasonable prior notice of any material changes to this Agreement (“Material Changes”) by email. If Customer does not agree to any such Material Changes, then, prior to the effective date of such Material Changes (as specified in the email notice to Customer):

(a) Object to such Material Changes by notifying Broome of the specific objections via email at ziggy@broome.ai, in which case, unless otherwise mutually agreed upon by the parties in writing, the version of this Agreement prior to such Material Changes (subject to any non-material updates, which shall take effect as set forth herein and are not subject to any right of objection or termination remedies herein) shall remain in effect until the earlier to occur of (1) Customer’s acceptance of subsequent Material Changes, or (2) the end of Customer’s then-current Subscription Term (not including any renewal), after which time the then-current version of the Agreement posted at https://broome.ai/terms at the time of renewal will go into effect, unless Customer cancels renewal of its subscription to the Broome Service in accordance with Section 8.2); or

(b) Elect to terminate this Agreement by providing written notice to Broome by email at ziggy@broome.ai, provided that, any amounts due and payable by Customer for the Broome Service that remain unpaid as of the effective date of termination shall become immediately due and payable, including all Subscription Fees for the remainder of the Subscription Term, and no refunds shall be provided for prepaid and unused Subscription Fees, or other amounts paid hereunder.

The foregoing states Customer’s sole and exclusive remedy for any changes or modifications to this Agreement that Customer does not agree with. Customer and/or its Authorized Users may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Broome Service, and in any event (unless Customer has notified Broome of its objection to the modified Agreement or terminated this Agreement as set forth above) Customer’s or any of its Authorized User’s continued use of the Broome Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of Delaware, without reference to its choice of law rules to the contrary. This Agreement (including without limitation, the Broome Service and any services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA. Customer and Broome agree that any judicial proceeding arising out of or relating to this Agreement will be brought exclusively in the federal or state courts located in Wilmington, Delaware, United States of America, and the parties hereby consent to the personal jurisdiction and exclusive venue in such courts. Notwithstanding anything in this Agreement to the contrary, in the event of any actual or alleged violation of Broome’s intellectual property or confidentiality rights, Broome may seek injunctive or other appropriate relief in any court with competent jurisdiction in any country.

16. GENERAL

16.1 Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions will continue in full force without being impaired or invalidated in any way. The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, will not be deemed to be a waiver of the future enforcement of such provision or right, and no waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right herein.

16.2 Notices. All notices permitted or required to be sent to Broome under this Agreement shall be in writing and sent by personal delivery, email (where permitted), or by certified or registered mail, return receipt requested, and shall be deemed delivered (a) upon personal delivery, (b) with respect to certified or registered mail, the later to occur of receipt or refusal of delivery, or five (5) business days after being deposited in the mail as required above, and (c) upon confirmation of transmission if sent by email. Notices shall be sent to Broome via email to ziggy@broome.ai. Except as otherwise set forth herein, all notices to Customer hereunder shall be sent via email to Customer’s email address specified in the Account.

16.3 Consent to Electronic Notices. Customer consents to receiving electronic communications from Broome via email, through the user-interface of the Broome Platform or through Broome’s authorized support communication channels, which may include notices about transactional information and other information concerning or related to Customer’s use of the Broome Service. These electronic communications are part of Customer’s relationship with Broome and Customer receives them as part of Customer’s access and use of the Broome Service. Customer agrees that any notices, agreements, disclosures or other communications that Broome sends Customer electronically will satisfy any legal communication requirements, including that such communications be in writing, to the extent permitted by applicable law.

16.4 Assignment. Customer may not assign its rights or obligations under this Agreement without Broome’s prior written consent. Any attempted assignment or transfer of this Agreement by Customer in contravention of the foregoing shall be null and void. Broome may freely assign or transfer this Agreement (including, but any of its rights or obligations under this Agreement) and may delegate the performance of any services hereunder to its affiliates, employees, contractors, and subcontractors, without Customer’s consent. This Agreement shall be binding on the parties and their respective successors and permitted assigns.

16.5 Third Party Rights. This Agreement is not intended to grant rights to anyone except Customer and Broome, and in no event shall this Agreement create any third party beneficiary rights, nor be interpreted or construed to confer any rights or remedies on or to any third parties.

16.6 Force Majeure. Except with respect to any payment obligations arising hereunder, neither party is liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine, shelter in place, or other orders and/or restrictions.

16.7 Entire Agreement; Construction. This Agreement, together with any and all Order Forms entered into hereunder, the DPA (if applicable), and any other policies or terms and condition referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous representations, understandings, agreements, communications, or purchase orders between the parties, whether written or oral, relating to the subject matter hereof. Section headings are provided solely for reference purposes and in no way define, limit, interpret, or describe the scope or extent of such section or in any way affect this Agreement. When used in this Agreement, the term “including” means “including without limitation,” unless expressly stated to the contrary.

QUESTIONS

Please feel free to contact Broome at ziggy@broome.ai if you have any questions about this Agreement.