MASTER SERVICE AGREEMENT

Last Revised 12/2022

Clovers AI, Inc. (“Clovers”) and the client identified in the applicable Order Form (“Client”) enter into and agree to be bound by the terms of this Master Service Agreement (the “Agreement”) as of the Effective Date.

 

  1. DEFINITIONS.

    • “Affiliate” of a Party means an entity that controls, is controlled by, or is under common control with that Party, in each case through a majority ownership interest.
    • “Agreement” means this Master Service Agreement and any Order Form, Statement of Work or other Schedule, Exhibit or document expressly incorporated into this Master Service Agreement.
    • “Client Content” means content created by or provided by Client to Clovers and/or submitted by Client to the Clovers platform in connection with Client’s use of the Services. Data provided to Clovers by Client’s applicant tracking or other similar systems via an integration to the Services shall also be Client Content.  Client Content shall expressly exclude Contributed Content.
    • “Client Data” means all electronic data and files entered, imported, uploaded or transferred into the Services by Client, its Affiliates its Users, and includes Client Content and Interview Data.
    • “Contributed Content” means interview questions provided by Client to Clovers which are contributed to the Clovers interview question bank for use by Client, Clovers and its client base generally.
    • “Clovers Content” means the interview question samples, interview support materials, Documentation and all materials provided by Clovers not attributed to a third party for use in connection with the Services, all of which may be modified by Clovers from time to time.
    • “Documentation” means the product feature and functionality descriptions and any release notes that are made available to Client from time to time in connection with the Services.
    • “Effective Date” of the Master Service Agreement means the date of full execution of the Order Form.
    • “Interviewee” for purposes of this Agreement, means a person who is interviewed or invited to interview for a job opportunity with Client or its Affiliate.
    • “Interviewer(s)” means the person(s) conducting an interview of an Interviewee.
    • “Interview Feedback” means feedback, notes, comments, ratings, or other similar information collected from the Interviewer(s), Client and/or its Affiliates regarding an Interviewee.
    • “Interview Data” means data received from an Interviewee in anticipation of or as the result of an interview about an Interviewee.
    • “Order Form” means an ordering document signed by Client and Clovers setting forth the specific details of each purchase of Services (price, scope limitations, length of term, specific provisions applicable to an individual order, the Parties, and things of that nature) including the first Order Form and any renewal or other subsequent Order Forms.
    • “Party” means Clovers or Client. Collectively, Clovers and Client may be referred to as the “Parties”.
    • “Services” means, collectively, all applicable aspects of the Subscription Services, relevant features and functionality described in Documentation, customer support, professional services identified in an SOW, as well as engaging in any other required, usual, appropriate or acceptable activities relating to the Services, such as to (a) carry out the Services or the business of which the Services are a part, (b) use data and Contributed Content that does not identify any individual or business to develop, analyze, enhance, maintain, support, and provide the Services, (c) carry out any benefits, rights and obligations relating to the Services, (c) maintain records relating to the Services, or (d) comply with any legal or self-regulatory obligations relating to the Services.
    • “Statement of Work“ or “SOW” is the document that describes the professional services to be performed by Clovers to implement the Subscription Services.
    • “Subscription Services” means the Clovers hosted software services Client subscribes to pursuant to this Agreement and a corresponding Order Form.
    • “User” means an Interviewee, Interviewer, and Client’s or its Affiliate’s employee, contractor, vendor or agent authorized by Client or its Affiliate to use the Services.

 

  1. SUBSCRIPTION SERVICES AND LICENSE GRANTS

2.1 Subject to the terms and conditions set forth in this Agreement including all applicable Order Forms and SOWs, Client is hereby granted a license to use the Services solely for Client’s own internal pre-employment and employment purposes.  In connection with this license, Client may allow its Affiliates (provided such use is in scope in the applicable Order Form) and its authorized Users to use the Subscription Services, Documentation and Clovers Content.  For purposes of this Agreement, where an Order Form allows for Affiliate use of the Services, references to Client shall include such Affiliate(s) as well as Client’s Users or other authorized agents, employees and contractors acting on Client’s behalf.  Client shall remain fully responsible and liable for the acts and omissions of its Affiliates and Users.

2.2 Client hereby grants a license to Clovers to process, reproduce, distribute and or display Client Content to Users in connection with providing the Services to Client.

2.3 Interview questions added to the Services by Client are Contributed Content under this Agreement.  To the extent Contributed Content identifies Client, Clovers will modify such Contributed Content so that it no longer identifies Client.  Client hereby grants Clovers a world-wide, royalty-free, perpetual, non-revocable license in and to the Contributed Content, which may be used by Clovers in any manner it deems fit in its sole and exclusive discretion.

 

  1. CLIENT RESPONSIBILITIES

3.1 Equipment and Resources. Client is solely responsible for all computer equipment, third party software such as web browsers, calendaring and applicable video conferencing software, applicant tracking software, telecommunications resources (including internet connectivity), and other expenses required for Client or its Users to access or use the Subscription Services.

3.2 Configuration and Use.  Client is solely responsible for selections regarding configuration settings chosen in the Subscription Services and any electronic forms, materials, communications, content and processes selected by Client for use in or in connection with the Subscription Services.  Client is solely responsible for all use of the Subscription Services by Client (including its Affiliate(s) and Users), including any recruiting, hiring or employment-related process, action or decision, and shall ensure that any process, action or decision does not violate applicable laws or regulations.  Subject to Clovers’ compliance with Section 4 of this Agreement, Client is responsible for and shall ensure that use or disclosure of any Interview Data in accordance with this Agreement complies with applicable laws and regulations, including any required notices or consents.

 

  1. DATA AND INTELLECTUAL PROPERTY RIGHTS

4.1 Data Protection. Clovers shall maintain administrative, physical and technical safeguards intended to protect the security, privacy and integrity of Client Data in accordance with applicable laws and any applicable Data Protection Agreement entered between the Parties in connection with this Agreement.

4.2 Data Use and Disclosure. Except as otherwise set forth herein, Clovers may use Client Data only for the purpose of providing the Subscription Services and related services (which shall expressly include access for quality assurance purposes).  Clovers may disclose Client Data to a subcontractor under a written agreement requiring the subcontractor to use and disclose the Client Data only for the purposes permitted under this Agreement, and subject to the Clovers Privacy Notice.  Clovers also may disclose Client Data to Client’s and its Affiliate’s authorized contractors, and other authorized third parties, solely for purposes of providing the Subscription Services or as otherwise directed or permitted by Client. Notwithstanding anything to the contrary in this Agreement:

(a) Clovers may use and disclose Client Data as reasonably necessary to comply with applicable laws and regulations, or attempt to prevent or respond to illegal conduct, fraud, abuse, or a threat to the security or integrity of systems or data including the Subscription Services or Client Data.

(b) Nothing in this Agreement prohibits Clovers from using information that: (i) is or becomes publicly available except through violation of this Agreement by Clovers; (ii) is or was received by Clovers from a third party that to Clovers’ knowledge is not under a confidentiality obligation with respect to the information; or (iii) is or was previously known to or independently developed by Clovers without use of Client Data.

4.3 Data Access and Storage. During the subscription period set forth in an applicable Order Form, Client may access Client Data in accordance with the Documentation, and Clovers will provide copies of Client Data if requested and as further agreed by the Parties in writing, including payment of fees for such copies.  In addition, upon written request by Client no more than thirty (30) days following the expiration or termination of this Agreement and payment of all outstanding amounts due under the Agreement, Clovers shall promptly deliver a copy of the Client Data in a format reasonably determined by Clovers.  Clovers shall thereafter dispose of Client Data in accordance with its then-current data security policies.

 

  1. PAYMENT

5.1 Fees and Expenses. Upon signing an Order Form, Client shall pay the total one-time fees set forth in such Order Form. Additionally, unless otherwise set forth in the applicable Order Form, Clovers will invoice and client shall pay subscription-based fees in advance, on an annual basis, payable within thirty (30) days of delivery of an invoice. Except as otherwise provided herein, all fees paid under this Agreement are non-refundable.

5.2 Taxes. The fees listed in an Order Form are exclusive of taxes.  Client shall be solely responsible for paying any sales, value-added, business use or other similar taxes relating to the Subscription Services or any other product or service provided by or on behalf of Clovers, exclusive of taxes on Clovers net income.

5.3 Purchase Orders. Any terms or conditions in any purchase order or other document issued by Client are null and void and of no force or effect as between the Parties.  Issuance of a purchase order or other document is not a condition of Client’s payment obligations.

5.4 Overdue Payments. If all undisputed invoices are not paid when due, Clovers reserves the right to recover costs of collection and, upon reasonable notice to Client, to suspend access to the Subscription Services until payment for undisputed invoices is current.  An invoice is considered disputed if Client has raised a viable, good faith dispute as to the validity of the invoice with Clovers in writing.  In addition to the foregoing, Clovers may charge Client interest charges on the unpaid balance from the original due date at the rate of the lesser of one and one-half percent (1.5%) per month or the maximum interest charge allowed by law.

 

  1. TERM AND TERMINATION

6.1 Subscription Services Term. The “Subscription Term” under each Order Form begins on the Order Start Date (as defined in the applicable Order Form) and ends on the Order End Date as set forth in the applicable Order Form unless renewed in accordance with this Section 6.1 or the applicable Order Form. Except as otherwise specified in an Order Form, upon expiration of the Subscription Term under an Order Form, Client’s right to access and use the Services pursuant to that Order Form expires. Clovers may require the Subscription Term under any subsequent Order Form to end on the same date as the Subscription Term under the first Order Form (or subsequent renewal), so that all Subscription Services used by Client share the same expiration date, and in such event Clovers will prorate the fees for the Subscription Term of each impacted Order Form accordingly.

6.2 Subscription Services Renewal.  Unless otherwise stated in an Order Form or Client provides sixty (60) days prior written notice of non-renewal, the Subscription Term for Subscription Services shall automatically renew for additional renewal terms of the same length as the most recent Subscription Term (provided the price and scope of Subscription Services for the renewal period are unchanged).  If the price or scope of Subscription Services for the renewal period are different, mutual written agreement of the Parties shall be required in order to renew the Subscription Services.

6.2 MSA Term. The term of this Master Service Agreement (the “MSA Term”) commences on the last date of signature of the first Order Form and shall remain in effect until the Subscription Terms on all Order Forms have expired or the date of termination of this Agreement under its terms, whichever is earlier.

6.3 Termination for Uncured Material Breach.

(a) Either Party (the “Non-Breaching Party”) may terminate this Agreement upon written notice to the other Party (the “Breaching Party”) if the Breaching Party does not cure a material breach of the Agreement within thirty (30) days of written notice from the Non-Breaching Party stating its intent to terminate and describing the breach with reasonable particularity. Nonpayment by Client of any undisputed amount within thirty (30) days of the due date constitutes material breach, subject to the overdue payment resolution procedures set forth in Section 5 above.

(b) Either Party may terminate this Agreement upon written notice in the event of filing of a petition in bankruptcy of the other Party, or commencement of a receivership or similar proceeding based on the insolvency of such Party.

(c) Termination by Clovers for the uncured material breach of Client will not relieve Client of its obligation to pay all fees that would have otherwise been due had the Agreement not been terminated for breach, and all such fees for the full Subscription Term shall become immediately due.

6.4 Effect of Termination. Upon termination or expiration of this Agreement, Client shall immediately cease use of the Services and Clovers Content. Termination by either Party will not relieve Client of any obligation to pay fees due for periods prior to termination. Clovers may provide such post-termination or expiration assistance services as further agreed by the Parties in writing, including, if applicable, any fees payable for such assistance. Notwithstanding this Section 6.4, Clovers may continue to use the Contributed Content pursuant to the license granted to Clovers herein, and Clovers may continue to use Client Data as necessary to satisfy its post-termination or expiration obligations or as otherwise set forth in this Agreement or the Clovers Privacy Notice. Sections in this Agreement that by their terms naturally survive shall survive expiration or termination of the Agreement. The Receiving Party’s obligations under Section 7 of this Agreement with respect to Confidential Information received during the MSA Term shall survive: (i) with respect to Confidential Information that constitutes a trade secret of the Disclosing Party, as long as that Confidential Information remains a trade secret; and (ii) with respect to all other Confidential Information, for a period of five (5) years after the expiration or termination of the Agreement.

 

  1. CONFIDENTIAL INFORMATION

7.1 Confidential Information Defined. “Confidential Information” as used in this Agreement means any information that during the MSA Term is disclosed by or on behalf of a Party or its Affiliate (the “Disclosing Party”) to the other Party or its Affiliate (the “Receiving Party”) and at the time of disclosure: (i) is designated in writing as confidential or proprietary; (ii) is designated orally as confidential or proprietary; or (iii) should reasonably be understood by the Receiving Party to be confidential to the Disclosing Party under the circumstances. Notwithstanding the absence of any designation of confidentiality, the Parties agree that: (a) any Order Form, Statement of Work, non-public Documentation, Clovers Content, specifications regarding the Services or its functionality, financial, technical or sales and marketing related materials are the Confidential Information of Clovers; and (b) without limiting any of the rights in Section 4.2, any Client Data is the Confidential Information of Client, subject to the exceptions in Section 7.3 below.

7.2 Obligations. Except as approved by the Disclosing Party in writing, the Receiving Party shall not: (i) use the Confidential Information of the Disclosing Party except to perform or exercise its rights and obligations under this Agreement; or (ii) disclose the Confidential Information of the Disclosing Party to any third party except to the Receiving Party’s Affiliates, contractors, agents, or corporate directors or officers (each, a “Representative”) who are under a duty in substance and effect to use and disclose the Confidential Information only as permitted under this Agreement. The Receiving Party shall be responsible for any use by its Representative of the Confidential Information it discloses to its Representative. Upon termination of the Agreement, each Party shall cease use of, and within thirty (30) days of termination shall destroy or return, all Confidential Information of the other Party, except that: (a) Clovers may retain Confidential Information of Client as needed to comply with any post-expiration or termination obligation under this Agreement; (b) each Party may retain Confidential Information as required to comply with its obligations under applicable laws or regulations; and (c) Confidential Information may be stored on secured backup media in accordance with such Party’s standard data retention practices.

7.3 Exceptions. Confidential Information does not include any: (i) information which is or becomes publicly available except through any act or omission of the Receiving Party in violation of a duty to the Disclosing Party; (ii) information received by the Receiving Party from a third party that to the Receiving Party’s knowledge is not under a confidentiality obligation with respect to the Confidential Information; or (iii) information previously known to or independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information in accordance with a subpoena, judicial or other governmental order, or requirement of any law or regulation, provided that where legally permissible the Receiving Party must give the Disclosing Party reasonable written notice prior to such disclosure so that the Disclosing Party may, at Disclosing Party’s sole expense, take appropriate action to seek a protective order or injunction to seek confidential treatment for the disclosed Confidential Information.

 

  1. INTELLECTUAL PROPERTY

8.1 Clovers IP Ownership. As used in this Agreement, “Intellectual Property Right” means any patent application, patent, copyright, moral right, database right, trademark right, trade secret or other intellectual property or proprietary right recognized or enforceable under any U.S., foreign or international law, rule, or regulation. Clovers retains ownership of and reserves all Intellectual Property Rights in or related to the Services and Clovers Content (collectively, “Clovers IP”). Clovers does not convey to Client or its Affiliate or User any Intellectual Property Right in any Clovers IP except for the non-exclusive right to use the Subscription Services and Clovers Content as set forth in this Agreement. Client agrees further that Clovers is free to use and incorporate into Clovers IP any comment, feedback, review or other input provided by Client or its Affiliate or User, and that such use or incorporation does not create or give rise to any Intellectual Property Right of Client or its Affiliate or User in Clovers IP.

8.2 Client IP Ownership. Client retains ownership of and reserves all Intellectual Property Rights in or related to the Client Data or any other materials, communications or content that Client or its Affiliate or User supplies for use in connection with the Subscription Services (collectively, “Client IP”). Client does not convey to Clovers any Intellectual Property Right in any Client IP, except with respect to Contributed Content or as otherwise set forth in this Agreement.

8.3 Client Marks. Client grants Clovers a non-exclusive right, during the MSA Term, to use any Client trademark, service mark or tradename contained in the Client IP or designated by Client for use in the Subscription Services (the “Client Marks”), to perform under this Agreement, and to identify Client in Clovers’ customer lists and other marketing and promotional materials and communications referencing Client as a customer of Clovers. Clovers shall comply with Client’s written guidelines for trademark usage provided reasonably in advance.

 

  1. WARRANTIES AND LIMITATIONS

9.1 Software Warranty. Clovers warrants that during the Subscription Term the Subscription Services will perform materially in accordance with the Documentation.  Clovers’ warranty does not apply to any: (i) use of the Subscription not in accordance with the Documentation, Clovers’ published policies or this Agreement; or (ii) failure of Client or its Affiliate or User to follow reasonable support or maintenance instructions provided by Clovers (each of the above, an “Excluded Condition”). Clovers’ sole liability and obligation for breach of this warranty will be for Clovers to use commercially reasonable efforts to promptly repair or replace the Subscription Services in order to correct the breach.  Client’s sole remedy for a breach of the foregoing warranty shall be termination of the Subscription Services on sixty (60) days prior written notice to Clovers due to Clovers’ failure to repair or replace the materially non-conforming portion of the Subscription Services.

9.2 Limitations. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, CLOVERS DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING AT COMMON LAW, OR OTHERWISE RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE SUBSCRIPTION SERVICES, CLOVERS CONTENT AND ANY SERVICES PROVIDED UNDER THE AGREEMENT. WITHOUT WAIVING THE GENERALITY OF THE FOREGOING, CLOVERS DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, DATA OR SYSTEM INTEGRITY, AVAILABILITY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, OR THAT THE SUBSCRIPTION WILL PERFORM WITHOUT INTERRUPTION OR ERROR FREE, AND ANY WARRANTY REGARDING CLIENT’S USE OF THE SUBSCRIPTION SERVICES, CLOVERS CONTENT, CONTRIBUTED CONTENT, OR INFORMATION ACCESSIBLE THEREFROM, ANY DECISION MADE USING THE SERVICES, UNAUTHORIZED ACCESS TO THE SUBSCRIPTION SERVICES, OR CLIENT’S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES NOT PROVIDED DIRECTLY BY CLOVERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CLOVERS MAY MAKE CHANGES TO THE SERVICES FROM TIME TO TIME, OR THE CORRESPONDING DOCUMENTATION, AND THOSE CHANGES SHALL NOT BE DEEMED TO GIVE RISE TO BREACH OF WARRANTY OR LIABILITY OF CLOVERS.

 

  1. INDEMNIFICATION

10.1 Clovers Indemnification. Clovers shall defend Client and its officers, directors, shareholders and agents (each, a “Client Indemnitee”) from and against any third-party claim, demand, lawsuit or legal action: (i) alleging that the Clovers IP infringes or violates an Intellectual Property Right of a third party; (ii) arising from Clovers’ negligence or willful misconduct; or (iii) arising from Clovers’ violation of appliable law (each of (i), (ii) and (iii), a “Clovers Indemnified Claim”), and indemnify each Client Indemnitee against any damages, attorneys’ fees, or other costs awarded against it in connection with a Clovers Indemnified Claim.  Clovers’ obligations under this Section 10.1 do not apply to any Excluded Condition.

10.2 Client Indemnification. Client shall defend Clovers and officers, directors, shareholders and agents (each, a “Clovers Indemnitee”) from and against any third-party claim, demand, lawsuit or legal action: (i) alleging that Client IP or Client Marks infringe or violate an Intellectual Property Right of a third party; (ii) arising from Client’s negligence or willful misconduct; or (iii) arising from Client’s violation of applicable laws (each of (i), (ii) and (iii), a “Client Indemnified Claim”), and indemnify each Clovers Indemnitee against any damages, attorneys’ fees, or other costs awarded against it in connection with a Client Indemnified Claim.

10.3 Indemnification Conditions.

(a) As a condition of any Party’s duty to defend or indemnify under this Section 10, the person or entity seeking defense or indemnification must: (i) give the defending and indemnifying Party prompt written notice of the applicable claim, demand, or legal action; (ii) allow the defending and indemnifying Party sole control of the defense and settlement; and (iii)  reasonably cooperate in the defense and settlement at the defending and indemnifying Party’s reasonable cost, except that the indemnified person or entity will not be required to make any settlement payment unless the defending and indemnifying Party agrees to include that payment as an indemnified expense.

(b) In the event of any claim, demand, legal action, or notice alleging infringement of Clovers IP, Clovers may either: (i) replace or modify the Clovers IP in whole or in part in a manner that does not materially degrade the Subscription Services; (ii) obtain a license or other grant necessary to continue to provide the Clovers IP in accordance with the Agreement, or (iii) terminate the Agreement upon written notice to Client. In such event, Clovers’ sole liability will be its obligations under Section 10.1 above and a refund to Client of any pre-paid but unused fees.

 

  1. LIMITATIONS OF LIABILITY

 

11.1 IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, INTENTIONAL OR UNINTENTIONAL TORT, OR ANY OTHER LEGAL THEORY, FOR: LOST REVENUE, LOST PROFITS, LOST DAMAGES, LOSS OF DATA, LOSS OF USE, ANY CLAIM OR ACTION OF ANY THIRD PARTY (EXCEPT UNDER SECTION 10 (INDEMNIFICATION) OF THIS AGREEMENT), OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY MAY HAVE ANTICIPATED OR BEEN ADVISED OF SUCH DAMAGES.

11.2 THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID OR PAYABLE BY CLIENT IN THE TWELVE (12) MONTHS PRIOR TO WHEN THE FIRST OF ANY SUCH LIABILITIES AROSE.

11.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIMITATIONS IN THIS SECTION 11 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

 

  1. GENERAL TERMS

13.1 Headings. The descriptive headings in this Agreement are for convenience only and are not intended to be part of, or to affect the interpretation of, this Agreement.

13.2 Relationship of the Parties. Both Parties agree that they are independent entities and that nothing in this Agreement creates a partnership, joint venture, fiduciary, agency, or affiliate relationship between the Parties. Each Party is solely responsible for the supervision, management, direction and payment of compensation and benefits to its own employees.

13.3 Federal Government Provisions. If Client is directly or indirectly acquiring the Subscription Services on behalf of the U.S. Government, the software object code that is made available as part of the Subscription Services is classified as “Commercial Computer Product” and “Commercial Computer Documentation” developed at private expense and containing confidential information and trade secrets of Clovers, Inc. and its licensors, and is subject to “Restricted Rights” as that term is defined in the U.S. Federal Acquisition Regulations.

13.4 Force Majeure. No Party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are materially delayed or prevented by reason of any event that is beyond the reasonable control of that Party and could not reasonably have been foreseen and protected against by that Party, including any act of nature (including fire, earthquake or natural disaster) or act of government (such as war, terrorism or embargo), provided that the non-performing Party must give the other Party prompt written notice of the event. In the event the delay or nonperformance by Clovers as described in this section continues for a period of forty-five (45) consecutive days, Client may elect to terminate this Agreement by written notice no more than thirty (30) days’ after the end of the forty-five (45) day period, and receive a refund of any pre-paid fees for unused portions of the remaining Subscription Term.  This Section 13.4 does not apply to payment obligations.

13.5 Notices. Notices required under this Agreement to be in writing must be made by, and notice is deemed to have been duly given when, sent by confirmed email or deposited with an overnight courier with a reliable system for tracking delivery. Clovers shall deliver any written notice and invoice to the email address listed as the “Bill To Contact” in the most recent Order Form. Client shall deliver any written notice to: [email protected] with a copy to Clovers AI, Inc., Attn: General Counsel, 3067 Dannyhill Drive, Los Angeles, CA. 90064, USA.  Either Party may from time to time change the address for written notices by giving the other Party prior written notice of the change.

13.6 Assignment. Neither Party may assign any of its rights or obligations under this Agreement without prior written consent from the other Party, provided that a Party may assign this Agreement to an Affiliate or successor in interest by merger, acquisition of all stock or of substantially all assets, or reorganization. The assigning Party shall provide written notice of the assignment either before, or no more than thirty (30) days after, the assignment. Any purported assignment in violation of this paragraph is void and constitutes a material breach of this Agreement. This Agreement inures to the benefit of and is binding on each of the Parties, their successors, permitted assigns, and legal representatives.

13.7 Size and Scale. Client shall give Clovers written notice of any merger, acquisition (whether of stock or assets), formation of any joint venture or partnership, reorganization, or other transaction that materially increases the size or scale of Client’s or its Affiliate’s use of the Subscription Services (collectively, a “Corporate Transaction”).  In the event of any Corporate Transaction, or other material increase in Client’s or its Affiliate’s size or scale of use, Clovers may, by written notice, request that the fees under this Agreement be increased commensurate with the increase in size and scale, and if a written agreement increasing the fees is not entered into by the Parties within forty-five (45) days of delivery of that notice, then Clovers may terminate this Agreement effective upon sixty (60) days’ prior written notice.

13.8 Third-Party Beneficiaries. No other person has any rights, interest, or claims hereunder or is entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

13.9 Law and Forum. This Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware without regard to its conflict of law provisions, the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act. Any lawsuit related to this Agreement or its subject matter will be heard only in the federal or state courts located in the State of Delaware or the U.S. District Court for the District of Delaware, and the Parties hereby submit to the personal jurisdiction of and venue in those courts.

13.10 Rules of Interpretation. It is the intention of the Parties that if a court of competent jurisdiction determines that any provision of this Agreement is unenforceable, the remaining provisions of the Agreement will remain in full force and effect. In the event of any conflict between this Agreement and an Order Form, SOW, addendum or exhibit, the Agreement will be given precedence, except as expressly set forth in the applicable Order Form, SOW, addendum or exhibit. Unless explicitly specified to the contrary, the word “including” wherever used herein or in any addendum means “including, but not limited to”.

13.11 Entire Agreement; Amendment; and Waiver. Certain components of the Subscription Services or other products or services set forth in an Order Form may be subject to additional terms and conditions as stated in such Order Form or an addendum to the Agreement. No Order Form, SOW or addendum to this Agreement is binding on the Parties unless agreed by both Parties in writing. Each binding Order Form, SOW, and addendum is incorporated into and made part of this Agreement. This Agreement supersedes all prior discussions, statements, representations, and agreements, oral or written, between the Parties relating to the subject matter of the Agreement, and constitutes the entire agreement between the Parties relating to its subject matter. This Agreement may be amended, modified, or supplemented only by a written document signed by an authorized representative of each Party. The failure of either Party, at any time, to enforce any right or remedy available to it under this Agreement or otherwise with respect to any breach or failure by the other Party does not constitute a waiver of such right or remedy with respect to any other breach or failure by the other Party.