Agreement
LAST UPDATED ON JULY 13, 2026
This Master Software Agreement (the “Agreement”) is entered into by and between AutoRABIT Holding, Inc., a Delaware
corporation, with a principal place of business at 548 Market Street, PMB 98272, San Francisco, CA 94104 (“AutoRABIT”)
and the individual or entity that accepts this Agreement, whether by clicking to accept or by executing an Order that
references or links to this Agreement (“Customer”). AutoRABIT and Customer are collectively known as the “Parties” and
individually each as a “Party”. By clicking to accept this Agreement, or by executing an Order that references, links to, or
otherwise incorporates this Agreement, Customer agrees to be bound by this Agreement, and the individual accepting or
executing represents and warrants that they have the authority to bind Customer. If Customer does not agree to this
Agreement, Customer must not access or use the Services. This Agreement becomes effective on the earlier of (a) the
date Customer first clicks to accept this Agreement or (b) the effective date of the first Order that references, links to, or
otherwise incorporates this Agreement (the “Effective Date”).
For and in consideration of the promises and mutual agreements herein, the Parties agree as follows:
1. DEFINITIONS.
1.1 “Acceptable Use Policy” means the acceptable use policy available at www.autorabit.com/autorabit-acceptable-
use-policy/, which may be updated from time to time, and is hereby incorporated by reference.
1.2 “Affiliate” means an entity controlled by, under common control with, or controlling a Party, where control is
denoted by having (directly or indirectly) more than fifty percent (50%) of the voting power (or equivalent) of the
applicable entity.
1.3 “AutoRABIT Vault” means the data storage Services offered by AutoRABIT marketed as AutoRABIT Vault or like
iterations.
1.4 “Business Associate Agreement” or “BAA” means the business associate agreement available at
www.autorabit.com/business-associate-agreement/, which may be updated from time to time, and is hereby
incorporated by reference. If the Parties have executed a separate agreement addressing the same subject matter, that
agreement shall govern and fall under this definition.
1.5 “CodeScan” means the code scanning services offered by AutoRABIT marketed as CodeScan or like iterations.
1.6 “Customer Data” means any information, data, or content that Customer uploads or transfers to AutoRABIT that
is used in connection with the provision of the Services under this Agreement, including Customer’s Confidential
Information. Customer Data does not include Usage Data.
1.7 “Data Processing Addendum” or “DPA” means the data processing addendum available at
www.autorabit.com/dpa/, which may be updated from time to time, and is hereby incorporated by reference.
1.8 “Data Protection Claims” means: (a) either Party’s breach of its obligations of confidentiality under Section 7
and/or (b) AutoRABIT’s breach of its obligations under Section 4 (including any incorporated obligations under the DPA).
1.9 “Documentation” means written or electronic explanatory materials, such as user manuals, training manuals, or
specifications regarding use of the Services that are published by AutoRABIT and which may be revised by AutoRABIT
from time to time.
1.10 “Excluded Claims” means: (a) either Party’s indemnification obligations under Section 8; (b) Customer’s breach of
its obligations under the Acceptable Use Policy; and/or (c) claims arising out of either Party’s gross negligence or
intentional misconduct.
1.11 “Free Services” means any Services, or any features, tiers, or editions thereof, that AutoRABIT makes available to
Customer at no charge, whether described as free, freemium, trial, pilot, evaluation, proof of concept, beta, or by any
similar term, and whether made available through a click-through agreement or an Order. Free Services are made
available for the period, and subject to the usage limits, set forth in the applicable Documentation unless an applicable
Order provides otherwise, and AutoRABIT may modify, suspend, discontinue, or convert any Free Services to paid
Subscription Services at any time in its sole discretion.
1.12 “Intellectual Property Rights” means all patents, patent applications, copyrights, mask work rights, trade secrets,
trademarks, and moral rights, whether or not registered, and all applications therefor and registrations, renewals and
extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
1.13 “Order” means one or more AutoRABIT order forms executed or otherwise agreed to by Customer (and that
reference, link to, or otherwise incorporate this Agreement) for the license and purchase of Services and that shall be
governed by this Agreement.
1.14 “Privacy Policy” means the privacy policy available at https://www.autorabit.com/privacy-policy/, which may be updated from time to time, and is hereby incorporated by reference.
1.15 “Professional Services” means the professional services to be performed by AutoRABIT for Customer, as more
fully described in one or more Orders or Statements of Work.
1.16 “Reseller” means a third party authorized by AutoRABIT to promote and resell Services.
1.17 “Restricted Information” means (i) individual’s government-issued identification number (including Social
Security number (or equivalent), driver’s license number, or state-issued identification number); (ii) sexual preference or
activities, marital status, nationality, racial or ethnic origin; (iii) financial account number, credit card number, debit card
number, credit report information, with or without any required security code, access code, personal identification
number or password that would permit access to an individual’s financial account; (iv) religious or philosophical beliefs
or affiliations, political party membership, or labor or trade union membership; or (v) biometric, genetic, health,
medical, or medical insurance data.
1.18 “Service Level Agreement” means the Service Level Agreement available at www.autorabit.com/technical-
support-services/, which may be updated from time to time, and is hereby incorporated by reference.
1.19 “Services” means, collectively, the Self-Hosted Software, Subscription Services, Free Services, Support Services,
and/or Professional Services provided by AutoRABIT to Customer under an applicable Order, click-through agreement,
or SOW.
1.20 “Statement of Work” or “SOW” means one or more statements of work signed or otherwise agreed to by the
Parties from time to time that describe the Professional Services that AutoRABIT may perform for Customer and which
shall be governed by this Agreement.
1.21 “Self-Hosted Software” means AutoRABIT software hosted by Customer on Customer’s premises (including for
installation in Customer’s data center or on Customer’s third-party service provider’s cloud service), as more specifically
identified in an Order.
1.22 “Subscription Services” means AutoRABIT’s software-as-a-service subscription service, as more specifically
identified in an Order.
1.23 “Subscription Term” means the period during which the Subscription Services, Self-Hosted Software or Support
Services will be provided as set out in each Order, including the Initial Term and any Renewal Terms.
1.24 “Support Services” means maintenance and support AutoRABIT provides for the Services, as more specifically
identified in an Order.
1.25 “Taxes” means any form of taxation, levy, duty, charge, contribution or impost of whatever nature and by
whatever authority imposed (including any fine, penalty, surcharge or interest), excluding any taxes based solely on the
net income of AutoRABIT.
1.26 “Usage Allowance” means any usage limits (e.g. number of Users and designated location), quantities, or other
parameters specified in the Order with respect to Customer’s use of the Services.
1.27 “Usage Data” means data and related analysis about deployment, configuration, operation, use, maintenance,
and support of the Services, and the technology the Customer monitors using the Services.
1.28 “Users” means Customer’s and its Affiliates’ employees, agents, contractors, consultants, suppliers, or other
individuals to whom access to the Services has been granted by or through Customer in accordance with an Order.
2. SERVICES.
2.1 Subscription Services Access Rights. AutoRABIT grants to Customer during the Subscription Term a limited,
revocable, non-exclusive, non-transferable (except as expressly permitted in Section 12.10 (Assignment)), non-
sublicensable right to access and use the Subscription Services solely in accordance with this Agreement, the applicable
Order (including Usage Allowance), and any applicable Documentation. Customer acknowledges that the Subscription
Services interoperate with, and may require connectivity to, the Salesforce platform (“Salesforce Platform”). Customer’s
use of the Subscription Services is subject to Customer maintaining an active Salesforce subscription and compliance
with the applicable Salesforce terms of service. Customer’s contractual relationship under this Agreement is solely with
AutoRABIT, and nothing in this Agreement creates any contractual relationship between Customer and Salesforce, Inc. or
its Affiliates.
2.2 Self-Hosted Software License Grant. AutoRABIT grants to Customer during the Subscription Term a limited,
revocable, non-exclusive, non-transferable (except as expressly permitted in Section 12.10 (Assignment)), non-
sublicensable license to use the Self-Hosted Software solely in accordance with this Agreement, the applicable Order
(including Usage Allowance), and any applicable Documentation.
2.3 Free Services Access Rights. AutoRABIT grants to Customer, until the earlier of (a) the end of the period set forth
in the applicable Documentation or Order, (b) the start date of any Subscription Term for the Services ordered by
Customer, or (c) the modification, suspension, discontinuation, or termination of the Free Services by AutoRABIT in its
sole discretion, a limited, revocable, non-exclusive, non-transferable (except as expressly permitted in Section 12.10
(Assignment)), non-sublicensable right to access and use the Free Services solely in accordance with this Agreement, the
applicable Order (including Usage Allowance), and any applicable Documentation. NOTWITHSTANDING ANYTHING
HEREIN, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY, SERVICE LEVEL COMMITMENT, OR
SUPPORT SERVICES.
2.4 Acceptable Use. Customer shall comply with and shall ensure that its Users comply with the Acceptable Use
Policy.
2.5 No Other Rights. Except as expressly set forth in this Agreement, no additional rights are granted to Customer.
AutoRABIT hereby reserves all rights not expressly granted to Customer under this Agreement. AutoRABIT and its
Affiliates retain ownership of all right, title and interest, including all related Intellectual Property Rights, in and to the
Services.
2.6 Professional Services. AutoRABIT will provide Customer the Professional Services identified in an Order or set
forth in a Statement of Work. Any changes to the Professional Services will not be effective unless mutually agreed upon
in writing. Customer will provide (as relevant) assistance, cooperation, key role positions, and resources reasonably
necessary to enable AutoRABIT to perform the Professional Services. Customer acknowledges that AutoRABIT’s ability to
provide Professional Services as described in the SOW may be affected if Customer does not meet its responsibilities as
set out in the applicable SOW.
2.7 Support Services. AutoRABIT will provide Customer with Support Services in accordance with this Agreement,
the applicable Order, any applicable Documentation, and the Service Level Agreement. Customer acknowledges that
AutoRABIT may access Customer Data residing within the Services as reasonably necessary to provide the Support
Services and to proactively identify, diagnose, and resolve technical issues, subject to AutoRABIT’s obligations under
Sections 4 and 7.
2.8 Delivery. Self-Hosted Software will be delivered electronically, and Customer is responsible for installing the
Software, including configuration and settings, unless Customer has engaged AutoRABIT to provide or assist with implementation. Customer will conduct tests of the Self-Hosted Software upon its installation. All testing will be
conducted within a period of 30 days in accordance with configuration verification tests provided by AutoRABIT.
Subscription Services will be deemed delivered upon email delivery to the Customer designated contact notifying them
of the availability for download or access of the Subscription Services.
2.9 Subcontractors. AutoRABIT reserves the right to engage subcontractors to perform its obligations under this
Agreement, provided that AutoRABIT shall be responsible for and ensure that all such parties comply with the provisions
of this Agreement.
2.10 Changes to the Services. AutoRABIT may modify the Services from time to time by removing unused features or
substituting outdated features with new features that have similar or improved functionality, by implementing system
upgrades, migrations and/or platform changes, discontinue offerings, or otherwise so long as such changes do not
materially adversely affect the Services in effect during the Subscription Term. AutoRABIT will provide Customer with
reasonable prior written notice of any material changes to the Services.
3. AFFILIATES; PAYMENT; TAXES.
3.1 Affiliates. Any Customer Affiliate may purchase Services under this Agreement provided that: (a) with respect to
any such purchase, the rights and obligations specified for Customer hereunder shall apply to such Customer Affiliate,
and such Customer Affiliate shall be deemed to be Customer with respect to such purchase; (b) Customer shall be liable
for all obligations of any such Customer Affiliate, including, without limitation, payment obligations; and (c) Customer
will make available this Agreement to Customer Affiliates and will ensure that any Customer Affiliate desiring to
purchase hereunder understands and agrees to be bound by those terms and conditions hereof that are applicable to
such Customer Affiliates’ purchases hereunder.
3.2 Purchases via Resellers. The Parties agree that Customer may purchase through Resellers and those Services shall
be governed by this Agreement. Unless otherwise agreed to between the Reseller and AutoRABIT, Orders for Services
purchased through a Reseller are not subject to cancellation by Customer. Where Customer purchases Services via a
Reseller, the Reseller will enter into an Order with AutoRABIT for the purchase of the Services, and Reseller and
Customer will enter into a separate agreement setting forth the fees to be paid by Customer to Reseller for such Services,
as well as any other terms or conditions that apply between them. AutoRABIT hereby agrees that, subject to receiving
payment from the Reseller, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement,
for providing the Services under any such Order. Customer hereby acknowledges that AutoRABIT will not be responsible
for the obligations of any Reseller to Customer under such separate agreement, for the acts or omissions of Reseller, or
for any third-party products or services furnished to Customer by any Reseller. If a Reseller fails to remit payment to
AutoRABIT for Services provided to Customer and such failure continues for more than 30 days after AutoRABIT notifies
the Reseller, AutoRABIT may, upon written notice to Customer, convert Customer’s account to a direct billing relationship
with AutoRABIT. In such event, Customer will pay AutoRABIT directly for the Services at AutoRABIT’s then-current rates
for the remainder of the applicable Subscription Term, less any amounts Customer can demonstrate were already paid
to the Reseller for the same period. AutoRABIT will not suspend or terminate Customer’s access to Services solely due to
Reseller non-payment, provided that Customer begins paying AutoRABIT directly within 30 days of receiving such notice.
For the avoidance of doubt, Sections 3.3, 3.4, 3.5, and the auto-renew language in 10.2 below will be of no effect where
Customer purchases a Subscription through a Reseller, as payment, taxes, and renewals will be addressed in the
agreement between Reseller and Customer.
3.3 Fees and Expenses. Customer will pay all fees specified in each Order and SOW and any applicable additional fees
if Customer exceeds the allotted capacity, use or access rights, or other applicable Usage Allowances specified in the
Order. Except as otherwise specified herein or in an Order or SOW, (a) fees are payable in United States dollars, (b) fees
are based on the Services purchased, whether or not Customer actually uses the Services, (c) payment obligations are
non-cancellable and fees paid are non-refundable, (d) all Services will be deemed accepted upon delivery (except where
a testing period is specified in Section 2.8 or an applicable Order), and (e) the Services purchased cannot be decreased
during the relevant Subscription Term. Customer will reimburse AutoRABIT for any expenses specified in the Order, SOW,
or otherwise authorized by Customer in writing. All amounts payable under this Agreement will be made without setoff
or counterclaim, and without any deduction or withholding. Unless otherwise specified in the Order or invoice, all payments by Customer to AutoRABIT under this Agreement are due and payable within 30 calendar days of the invoice
date.
3.4 Past Due Invoices. If any undisputed payment is not made when due, interest will begin to accrue and be payable
at the lesser of the maximum rate permitted under applicable law or 1.5% per month, including any and all collection
costs, accrued from the date due until paid in full. If any undisputed amount owed by Customer under this Agreement or
any other agreement between the Parties is 30 days or more overdue, AutoRABIT may, without limiting AutoRABIT’s
other rights and remedies, (a) accelerate Customer’s unpaid fee obligations under this Agreement and the other
agreements so that all such obligations become immediately due and payable and/or (b) reject any additional Orders.
For the purposes of this Section, if Customer in good faith disputes any of the amounts set forth in any invoice rendered
by AutoRABIT hereunder, Customer shall notify AutoRABIT in writing within ten (10) days following Customer’s receipt of
the invoice, which notice shall include a written statement of the basis of the dispute in reasonable detail and engage in
good faith negotiations with AutoRABIT to resolve the dispute.
3.5 Taxes. Customer is solely responsible for the payment of, and will pay when due, all applicable Taxes now in force,
enacted or imposed in the future arising from or relating to this Agreement and the provision of the Services under this
Agreement including sales, service, use or value added taxes. If for any reason AutoRABIT pays any such Taxes, Customer
will reimburse AutoRABIT for such Taxes. If Customer is required under any applicable law or regulation, domestic or
foreign, to withhold or deduct any portion of the payments due to AutoRABIT, then the sum payable to AutoRABIT will be
increased by the amount necessary so that AutoRABIT receives an amount equal to the sum it would have received had
Customer made no withholdings or deductions.
3.6 Right to Audit. If requested by AutoRABIT in writing, AutoRABIT will have the right, not more than once every 12
months during the term of this Agreement and for two years thereafter, to perform an audit at Customer’s facilities
insofar as may be reasonably necessary to determine Customer’s compliance with its rights and obligations under this
Agreement. AutoRABIT and AutoRABIT’s independent auditors will have access to Customer’s books, records, and
operations at reasonable times during normal business hours, with reasonable prior written notice and Customer agrees
to cooperate in all respects necessary to enable AutoRABIT and its independent auditors to carry out the intent and
purposes of this Section. AutoRABIT may notify Customer of any deficiencies in performance discovered in any such
audit, which deficiencies will be promptly corrected by Customer including Customer’s payment of applicable fees for
exceeding any Usage Allowance or for using or accessing any Services for which Customer has not paid the applicable
fees, regardless of whether such Services are accessible by Customer. All information disclosed to such third-party
auditor or otherwise observed or learned by such third-party auditor will be deemed to be Confidential Information.
3.7 Suspension. In addition to any of its other rights or remedies (including, without limitation, any termination
rights) set forth in this Agreement, AutoRABIT reserves the right to suspend provision of the Services, upon reasonable
prior written notice to Customer (except where immediate suspension is reasonably necessary under subsections (c) or
(d) below): (a) if any fees are ten (10) days or more overdue (and are not otherwise subject to a reasonable dispute), until
such time as all outstanding fees are paid in full; (b) if AutoRABIT deems such suspension necessary as a result of
Customer’s breach of the Acceptable Use Policy; (c) if AutoRABIT reasonably determines suspension is necessary to
avoid material harm to AutoRABIT or its customers, including if the Services are experiencing denial of service attacks,
hacking, or other attacks or disruptions outside of AutoRABIT’s control; or (d) as required by law or at the request of
governmental entities.
4. SECURITY; CUSTOMER DATA.
4.1 Data Security. AutoRABIT will: (a) maintain a security framework of policies, procedures, and controls that
includes administrative, physical, and technical safeguards that are designed to protect the security and integrity of the
Services and Customer Data, using the capabilities of currently available technologies and in accordance with prevailing
industry practices and standards; (b) access and use the Customer Data solely to perform its obligations in accordance
with this Agreement, the applicable Order, any applicable Documentation, and the Privacy Policy; and (c) perform
periodic testing by independent third party audit organizations, which include Service Organization Controls 1 (SOC 1),
SOC 2 audits and ISO 27001 certification or surveillance audits performed annually.
4.2 Data Processing. The terms of the DPA are incorporated herein by reference and apply to the processing of
Personal Data (as defined in the DPA).
4.3 HIPAA Data. To the extent that (a) Customer is established in the United States; and (b) is a “covered entity” or a
“business associate” and includes “Protected Health Information” (as these terms are defined in the BAA) in Customer
Data, the Parties shall comply with the BAA.
4.4 Data Responsibility. EXCEPT FOR AUTORABIT’S DATA SECURITY OBLIGATIONS UNDER SECTION 4.1 OR AUTORABIT
VAULT SERVICES, AUTORABIT HAS NO OBLIGATION TO BACK UP CUSTOMER DATA NOR WILL IT BE SUBJECT TO ANY
LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA USED
WITH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT CERTAIN CUSTOMER DATA MAY BE TRANSMITTED TO OR
PROCESSED OUTSIDE OF THE SALESFORCE PLATFORM IN CONNECTION WITH THE SERVICES. ANY PROTECTIONS THAT
CUSTOMER MAY HAVE DIRECTLY FROM SALESFORCE, INC. REGARDING CUSTOMER DATA WILL NOT APPLY TO CUSTOMER
DATA ONCE IT IS OUTSIDE OF SALESFORCE’S SYSTEMS.
4.5 Data Retrieval. Upon request made by Customer within 30 days of termination of the Agreement or specific
Subscription Services that are not renewed, AutoRABIT will make Customer Data available to Customer for export or
download in .CSV format within six weeks of Customer’s request. Unless deleted earlier or rendered inaccessible at
Customer’s request, AutoRABIT will delete or render inaccessible any Customer Data 90 days after termination of the
Agreement or specific Subscription Services that are not renewed.
4.6 Restricted Information. Customer represents and warrants to AutoRABIT that Customer Data provided,
submitted, or disclosed to AutoRABIT under this Agreement does not and will not, without AutoRABIT’s prior written
consent, contain any Restricted Information. If AutoRABIT becomes aware that such data has been submitted in violation
of this Agreement, it will notify Customer, and Customer shall promptly remove such data from the Services.
AutoRABIT’s obligations with respect to such data shall be limited to what is expressly required under Applicable Privacy
Laws (as defined in the DPA) and any written agreement between the Parties. This restriction does not apply to the
AutoRABIT Vault Services.
5. PROPRIETARY RIGHTS.
5.1 Retained Rights. As between the Parties, AutoRABIT and its Affiliates retain all right, title, and interest, including
all Intellectual Property Rights, in and to the Services, subject only to the limited rights expressly granted in Section 2.
5.2 Customer Data Ownership. Customer is and will remain the sole and exclusive owner of all right, title, and interest
in all Customer Data, including any Intellectual Property Rights therein. Customer hereby grants AutoRABIT all necessary
rights to host, use, process, store, display and transmit Customer Data solely as necessary for AutoRABIT to provide the
Services in accordance with this Agreement and any applicable Order. Customer represents and warrants to AutoRABIT
that Customer is the owner or the licensee of all Intellectual Property Rights in and to the Customer Data. Customer
hereby grants AutoRABIT a royalty-free, worldwide, non-exclusive license to use Customer Data to create and compile
aggregated and/or anonymized data and/or statistics in a manner that is not directly attributable to or identified with
Customer for the purposes of operating, providing, enhancing, improving, supporting, maintaining, and promoting the
Services.
5.3 Feedback and Usage Data. Customer acknowledges that AutoRABIT may utilize Customer suggestions,
enhancement requests, or other recommendations (collectively, “Feedback”) for any lawful business purpose, without a
duty of accounting to Customer so long as such Feedback does not identify Customer, or any Customer provided
Customer Data. No compensation will be paid with respect to AutoRABIT’s use of Feedback. AutoRABIT will own all right,
title, and interest, including all related Intellectual Property Rights in any Feedback provided by Customer. AutoRABIT
may monitor and collect Usage Data to improve AutoRABIT’s current and future offerings, and if aggregated and not
identifying Customer or any individual, for industry analysis, benchmarking, and analytics. AutoRABIT will own all right,
title, and interest, including all related Intellectual Property Rights in Usage Data and derivatives thereof.
6. WARRANTY; DISCLAIMERS.
6.1 Limited Warranty for Self-Hosted Software and Subscription Services. AutoRABIT warrants that during the
Subscription Term, the Self-Hosted Software and Subscription Services shall perform materially in accordance with this
Agreement, the applicable Order, and any applicable Documentation. In the event of nonconformance, AutoRABIT’s sole
obligation, and Customer’s exclusive remedy shall be for AutoRABIT to (a) correct any failure(s) of the Self-Hosted
Software or Subscription Services to perform in all material respects or (b) if AutoRABIT is unable to provide such a correction within thirty (30) days of receipt of notice of the applicable nonconformity, Customer may elect to terminate
the associated Software or Subscription Services, and AutoRABIT will promptly refund to Customer any pre-paid, unused
fees paid by Customer to AutoRABIT for such Software or Subscription Services. The warranty set forth in this Section
does not apply to any Free Services or if the Software or Subscription Services or any portion thereof: (i) has not been
used, installed, operated, repaired, or maintained in accordance with this Agreement and/or the Documentation; (ii) is
used on equipment, products, or systems not meeting specifications identified by AutoRABIT in the Documentation; or
(iii) the nonconformance is a Service Commitment failure as set forth in the Service Level Agreement (where the sole
remedy for such failure is outlined therein). Additionally, the warranty set forth herein only applies when notice of a
warranty claim is provided to AutoRABIT during the applicable Subscription Term, and does not apply to any bug, defect,
or error caused by or attributable to software or hardware not supplied by AutoRABIT.
6.2 Limited Warranty for Professional Services. AutoRABIT warrants to Customer that AutoRABIT will perform the
Professional Services in a competent and professional manner consistent with generally accepted industry standards. In
the event of breach of the foregoing warranty, as Customer’s exclusive remedy and AutoRABIT’s sole liability and
obligation, AutoRABIT will use commercially reasonable efforts to correct the Professional Services or, if the foregoing
remedy is not commercially practicable, AutoRABIT may, in its sole discretion, terminate the applicable Order or SOW
upon written notice and refund to Customer any pre-paid fees paid by Customer for the portion of Professional Services
giving rise to the nonconformance. Customer must report any deficiencies in the Professional Services to AutoRABIT
during the provision of the Professional Services or within 30 days of the completion or sign-off of the Professional
Services in order to receive such remedy.
6.3 Mutual Warranties. Each Party represents and warrants that it (a) has validly entered into this Agreement and has
the legal power to do so and (b) shall comply with all applicable local, state, national, international, or foreign law or
regulation in connection with its performance under this Agreement.
6.4 General Disclaimer. EXCEPT AS SET FORTH IN SECTIONS 6.1 AND 6.2 ABOVE, THE SERVICES ARE PROVIDED “AS IS”
WITHOUT WARRANTY OF ANY KIND AND AUTORABIT MAKES NO ADDITIONAL WARRANTIES, WHETHER EXPRESSED,
IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE SERVICES OR ANY MATERIALS FURNISHED OR PROVIDED TO
CUSTOMER UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AUTORABIT
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT WITH RESPECT TO THE SERVICES AND ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER
UNDER THIS AGREEMENT. AUTORABIT DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S NEEDS OR
REQUIREMENTS OR THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR THAT THE SERVICES WILL BE
ERROR-FREE. FURTHER, AUTORABIT DOES NOT WARRANT THAT ALL ERRORS IN THE SERVICES ARE CORRECTABLE OR
WILL BE CORRECTED. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY
REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. CUSTOMER
ACKNOWLEDGES AND AGREES THAT, ASIDE FROM THE DOCUMENTATION, ANY INFORMATION OR ADVICE GIVEN BY
AUTORABIT PERSONNEL SHALL NOT BE DEEMED TO CREATE OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES
SET FORTH HEREIN AND THAT CUSTOMER SHALL NOT RELY ON ANY SUCH EXPANDED INFORMATION OR ADVICE.
AUTORABIT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SALESFORCE PLATFORM OR ANY THIRD-
PARTY PLATFORM WITH WHICH THE SERVICES INTEROPERATE, INCLUDING WITH RESPECT TO AVAILABILITY,
PERFORMANCE, SECURITY, OR CONTINUED COMPATIBILITY. AUTORABIT SHALL NOT BE LIABLE FOR ANY DEFICIENCY IN
THE SERVICES CAUSED BY CHANGES TO, OUTAGES OF, OR DISCONTINUATION OF THE SALESFORCE PLATFORM OR ANY
THIRD-PARTY PLATFORM.
6.5 Code Disclaimer. AUTORABIT MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE CUSTOMER
CODE FOR WHICH THE SERVICES ARE UTILIZED. CUSTOMER IS SOLELY RESPONSIBLE FOR THE CODE CUSTOMER HAS
WRITTEN AND ANY CODE FOR WHICH THE SERVICES ARE UTILIZED AND AUTORABIT DOES NOT WARRANT THAT THE USE
OF THE SERVICES WILL RESULT IN CORRECT, ERROR-FREE CODE.
6.6 High Risk Activity Disclaimer. CUSTOMER SHALL NOT USE THE SERVICES OR ANY MATERIALS PROVIDED UNDER
THIS AGREEMENT IN HIGH-RISK ACTIVITIES, WHERE THEIR USE OR FAILURE COULD REASONABLY BE EXPECTED TO LEAD
TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL OR PROPERTY DAMAGE (SUCH AS THE CREATION OR OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT, AUTONOMOUS VEHICLES, WEAPON SYSTEMS, OR LIFE SUPPORT SYSTEMS).
7. CONFIDENTIAL INFORMATION.
7.1 Confidential Information. Each Party acknowledges on its own behalf, that during the term of this Agreement it
(“Receiving Party”) may receive from or on behalf of the other Party (“Disclosing Party”) nonpublic information,
including business, financial, and technical information reasonably considered by the Disclosing Party to be valuable and
proprietary (“Confidential Information”). Confidential Information also includes the terms and conditions of this
Agreement and may include proprietary or confidential information of third parties that have disclosed such information
to the Disclosing Party in the course of its business. Confidential Information will not include information that the
Receiving Party can prove: (a) was previously rightfully in the Receiving Party’s possession (in written or other recorded
form) with no obligation to maintain confidentiality; (b) was developed by or for Receiving Party independently of, and
without use of or reference to, Disclosing Party’s Confidential Information; (c) was received from a third party who is not
prohibited from disclosing the information to the Receiving Party by a contractual, legal or fiduciary obligation; or (d) is
or became available to and widely known by the public as to be reasonably regarded as public information without
breach of this Agreement by the Receiving Party.
7.2 Use and Nondisclosure Obligations. During the term of this Agreement and for a period of five (5) years following
its termination (or, with respect to any Confidential Information that constitutes a trade secret under applicable law, for
so long as such information remains a trade secret), the Receiving Party will: (a) hold the Disclosing Party’s Confidential
Information in confidence and use the same degree of care to protect the Disclosing Party’s Confidential Information as
it uses for its own Confidential Information of like importance, but in no event using less than a reasonable standard of
care; (b) not divulge any such Confidential Information of the Disclosing Party or any information derived therefrom to
any third person except to Receiving Party’s Representatives as authorized hereunder; (c) not make any use of the
Disclosing Party’s Confidential Information except to carry out its rights and obligations under this Agreement; and (d)
not copy the Disclosing Party’s Confidential Information (except as necessary to carry out its rights and obligations under
this Agreement). Any Representative of Receiving Party given access to the Disclosing Party’s Confidential Information
must have a legitimate “need to know” and must have agreed, either as a condition of employment, representation, or
in a written agreement in order to obtain the Disclosing Party’s Confidential Information, to be bound by terms and
conditions no less protective of the Disclosing Party than this Section 7. The Receiving Party will be liable for any of its
Representatives’ failure to comply with such obligation. If the Receiving Party suffers any unauthorized disclosure, loss
of, or inability to account for Disclosing Party’s Confidential Information, the Receiving Party will promptly notify and
cooperate with the Disclosing Party and take such actions as may be necessary or reasonably requested by the Disclosing
Party to minimize the damage. “Representatives” means, with respect to a Party, such Party’s employees, directors,
officers, advisors, consultants, subcontractors or other agents or representatives.
7.3 Authorized Disclosures. The Receiving Party may disclose the Disclosing Party’s Confidential Information
pursuant to the order or requirement of a court, administrative agency, or other governmental body. To the extent not
prohibited by law, the Receiving Party will give reasonable notice to the Disclosing Party to allow the Disclosing Party to
contest such order or requirement or seek confidentiality treatment. Each party may disclose the terms and conditions
of this Agreement: (a) on a confidential basis to legal or financial advisors; (b) pursuant to reports, applications, or similar
filings submitted to regulatory agencies and governing authorities as required by applicable law; or (c) on a confidential
basis in connection with any financing transaction or due diligence inquiry.
8. INDEMNIFICATION
8.1 AutoRABIT Obligations. AutoRABIT will defend, indemnify and hold Customer and its Affiliates harmless from and
against any third party claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees)
(collectively, “Claim(s)”), awarded against Customer or agreed upon by AutoRABIT in settlement, arising out of or
relating to the extent that the Services infringe any copyright or patent, or misappropriates any trade secret, of a third
party issued in the U.S., Canada, the European Union and/or Australia. This Section 8.1 does not apply to, and AutoRABIT
will have no indemnification obligation with respect to, Free Services.
8.1.1 Remedies. If a Claim under this Section 8.1 is brought or threatened, or AutoRABIT believes is likely to occur,
AutoRABIT may, at its option, (a) procure for Customer the right to use the Services, or (b) replace the Services
with non-infringing products or services that are functionally equivalent in all material respects, or (c) if options
(a) and/or (b) above cannot be accomplished despite AutoRABIT’s commercially reasonable efforts, then AutoRABIT may terminate this Agreement with respect to such Services, as applicable, and upon return or
cessation of use of the Services, as applicable, issue a pro-rata refund or credit to Customer for any prepaid fees
corresponding to the remaining Subscription Term of the Services, as applicable, after the date of termination.
8.1.2 Exclusions. AutoRABIT will have no liability under this Agreement or otherwise to the extent a Claim is based
upon: (a) AutoRABIT’s compliance with a Customer-provided specification or instruction; (b) any infringement
arising out of the use of the Services in combination with other hardware, equipment, software, or materials
not furnished by AutoRABIT (if such infringement would not have occurred but for such combined use); (c) use
of the Services in violation of this Agreement, the applicable Order, and any applicable Documentation; (d) any
Intellectual Property Right in which the Customer, or its Affiliate has a direct or indirect interest; (e) modification
or alteration of the Services not made by or for AutoRABIT, if infringement would have been avoided by the
absence of the modifications; (f) AutoRABIT’s use of any Customer Data or any other Customer-provided
material in accordance with this Agreement; (g) use of any version other than a current release of the Services,
if infringement would have been avoided by use of a current release made available to Customer at no
additional cost; (h) Customer’s continuing such allegedly infringing activity after being informed by AutoRABIT
and provided, at no additional charge, with modifications that would have avoided the alleged infringement
and reasonable time to implement such modifications; or (i) Customer’s use of the Services after the then-
current Subscription Term.
8.2 Customer Obligations. Customer will defend, indemnify and hold harmless AutoRABIT and its Affiliates from and
against any Claim, awarded against AutoRABIT or agreed upon by Customer in settlement, that arises out of or relates to:
(a) Customer Data provided to AutoRABIT; or (b) breach of Customer’s obligations under the Acceptable Use Policy.
8.3 Procedure. The Party seeking indemnification (the “Indemnified Party”) will give prompt written notice to the
other Party (the “Indemnifying Party”) of the Claim and will cooperate with the Indemnifying Party at the Indemnifying
Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of
such Claim and shall employ counsel of its choice to handle and defend the same. The Indemnifying Party shall not settle
any Claim in a manner that adversely affects the rights of the Indemnified Party without the Indemnified Party’s prior
written consent, which shall not be unreasonably withheld or delayed. The Indemnified Party’s failure to perform any
obligations under this Section shall not relieve the Indemnifying Party of its obligations under this Section except to the
extent that the Indemnifying Party has been prejudiced as a result of such failure. The Indemnified Party may participate
in and observe the proceedings at its own cost and expense.
8.4 Limitation. This Section 8 states the Indemnifying Party’s sole liability to, and the Indemnified Party’s exclusive
remedy against, the other Party for any type of Claim.
9. LIMITATION OF LIABILITY.
9.1 Exclusion of Consequential Damages. EXCEPT FOR EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY AND ITS
AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS OR REVENUES OR FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT A
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 General Liability Cap. EXCEPT FOR DATA PROTECTION CLAIMS (WHICH IS SUBJECT TO SECTION 9.3), EXCLUDED
CLAIMS, AND FEES DUE BUT UNPAID, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES
ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO AUTORABIT UNDER THIS
AGREEMENT IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO SUCH LIABILITY
OCCURRED (“GENERAL LIABILITY LIMIT”). FOR CLARITY, AMOUNTS AWARDED TO OR SETTLED WITH A THIRD PARTY
UNDER SECTION 8 WITH RESPECT TO AN INTELLECTUAL PROPERTY INFRINGEMENT CLAIM WILL BE DEEMED TO BE
DIRECT DAMAGES UNDER THIS AGREEMENT REGARDLESS OF THE CHARACTERIZATION OF THE DAMAGES GIVING RISE
TO SUCH AWARD OR SETTLEMENT, INCLUDING PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR OTHERWISE.
NOTWITHSTANDING THE FOREGOING, SECTION 9.3, AND ANY OTHER PROVISION OF THIS AGREEMENT, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTORABIT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR
RELATING TO ANY FREE SERVICES WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100).
9.3 Data Protection Claim Cap. NOTWITHSTANDING THE LIMITATIONS SET FORTH IN SECTIONS 9.1 AND 9.2 ABOVE,
EXCEPT FOR EXCLUDED CLAIMS, IN NO EVENT WILL AUTORABIT’S AND ITS AFFILIATES’ AGGREGATE LIABILITY TO
CUSTOMER OR ITS AFFILIATES WITH RESPECT TO DATA PROTECTION CLAIMS EXCEED THREE TIMES THE GENERAL
LIABILITY LIMIT. FOR CLARITY, ANY MATERIAL BREACH OF THE DPA SHALL BE DEEMED A DATA PROTECTION CLAIM FOR
THE PURPOSES OF THIS SECTION.
10. TERM AND TERMINATION.
10.1 Agreement Term. This Agreement will begin on the Effective Date and will remain in force until there are no
Orders, SOWs, or Subscription Terms in effect, unless terminated earlier in accordance with the terms of this Agreement.
10.2 Subscription Term. Each Order will set out the duration at which the Subscription Services, Self-Hosted Software,
and/or Support Services will be provided to Customer (“Initial Term”). Upon expiration of the Initial Term or any Renewal
Term, the Subscription Services, Self-Hosted Software, and/or Support Services will automatically renew for additional
one-year periods (each a “Renewal Term”), unless either Party gives the other Party written notice of its intent not to
renew at least 60 days before the expiration of the then-current term. Each Renewal Term will be subject to AutoRABIT’s
then-current pricing.
10.3 SOW Term. The term of each SOW or Order for Professional Services will begin upon the effective date set forth in
the applicable SOW or Order and will remain in force until completion of the Professional Services, unless terminated
earlier in accordance with the terms of this Agreement.
10.4 Termination for Cause. Upon written notice, either Party may terminate this Agreement (or any Order or SOW) if
the other Party (a) materially breaches any obligations under this Agreement or an Order and fails to cure the breach
within thirty days after receiving written notice to do so; or (b) becomes the subject of a petition in bankruptcy or any
other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Any material
breach notice by the terminating Party shall expressly state all the reasons for the claimed breach in sufficient detail to
provide the other Party the opportunity to cure the alleged breach.
10.5 Effect of Termination or Expiration. Upon termination or expiration of this Agreement, Customer will: (a) within
ten business days pay to AutoRABIT any and all unpaid amounts due under this Agreement, (b) return or destroy any and
all AutoRABIT owned materials (including any Self -Hosted Software) within five days; and (c) upon AutoRABIT’s written
request certify in writing to AutoRABIT that all actions required by the preceding clause (b) have been satisfied. Further,
both Parties will either return or destroy any and all Confidential Information of the other Party at the direction of the
other Party and provide written proof if requested.
10.6 Survival. Notwithstanding any other provision of this Agreement, all remedies for breach, rights to accrued
payments, and the following Sections shall survive termination or expiration of the Agreement: 1, 3, 4, 5, 6, 7, 8, 9, 10.5,
10.6, 11, 12.
11. REMEDIES
11.1 Injunctive Relief. The Parties agree that money damages are not a sufficient remedy for any breach or anticipated
breach of Section 2 (Services) and Section 7 (Confidential Information) or any other provisions of this Agreement which
may cause either Party irreparable injury or may be inadequately compensable in monetary damages. Accordingly, each
Party is entitled to seek specific performance, injunctive or other equitable relief as a remedy for any such breach or
anticipated breach without the necessity of proving irreparable harm or posting bond and without waiving any other
remedies at law or in equity which may be available in the event of any action to enforce such provisions.
11.2 Non-Exclusive Remedy. Except as otherwise expressly stated herein, termination of this Agreement by either
Party will be a nonexclusive remedy and will be without prejudice to any other right or remedy. Except as otherwise
expressly stated herein, the rights and remedies of the Parties to this Agreement are cumulative and not alternative.
12. GENERAL
12.1 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this
Agreement (each, a “Notice“) must be in writing and addressed as follows: Notices to AutoRABIT must be sent via email
to [email protected] with a copy sent via certified mail to 548 Market Street, PMB 98272, San Francisco, CA 94104, ATTN: LEGAL. Notices to the Customer may be provided via email to the primary contact email associated with the
Customer’s account. Customer waives any requirement that Notices be sent via certified or physical mail unless
expressly required by applicable law.
12.2 Governing Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of
the State of Delaware, excluding its conflicts of law rules. Any civil action or legal proceeding arising out of or relating to
this Agreement shall be brought in the state courts located in Delaware or the United States District Court for the District
of Delaware. Each Party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives
any objection to the laying of venue of any such civil action or legal proceeding in such court.
12.3 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a
partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
12.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.5 Waiver and Severability. No failure or delay by either Party in exercising any right under this Agreement shall
constitute a waiver of that right. A waiver by a Party of any provision of this Agreement in any one instance will not be
deemed or construed to be a waiver of such provision for any similar instance in the future or of any subsequent breach.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be
modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest
extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6 Insurance. During the term of this Agreement and until one year after the termination of this Agreement,
AutoRABIT shall procure, and maintain in full force and effect, the insurance coverage in the types and amounts as are
reasonable and customary in the industry for comparable businesses. Upon written request of the Customer, AutoRABIT
will provide the requesting Party with certificates of insurance evidencing its then-current insurance coverage.
12.7 Force Majeure. Except with respect to any payment to be made to AutoRABIT hereunder, neither Party shall be
liable under this Agreement for failures to perform due to causes beyond its reasonable control. Such delays include, but
are not limited to, fire, pandemic, natural catastrophe, war, armed conflict, terrorism, military action, government
legislation, acts, orders, or regulation, strikes or labor difficulties, disruptions to or unavailability of the Salesforce
Platform or other third-party platforms upon which the Services depend, or any cause or matter whatsoever not within
the reasonable control of such Party to the extent not occasioned by the fault or negligence of the delayed Party. Any
such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed Party. The
delayed Party shall use its commercially reasonable efforts to minimize the delays caused by any such event beyond its
reasonable control. If the force majeure event continues for more than sixty (60) calendar days, then either Party may
terminate the Agreement upon written notice to the other Party.
12.8 Future Products. Customer acknowledges and agrees that its purchase of AutoRABIT Products and Services under
this Agreement and Order(s) is not conditioned or contingent on the delivery of any specific future modules, features,
functionalities, upgrades or enhancements (“Future Products”) or any statements by AutoRABIT, whether oral or
written, regarding Future Products.
12.9 Modifications. Except as otherwise provided for herein, no provision of this Agreement may be amended or
modified unless such amendment or modification is agreed to in writing and signed by both Parties. Notwithstanding the
foregoing, AutoRABIT may update this Agreement from time to time by posting a revised version online, and the version
of this Agreement in effect as of the Effective Date of an applicable Order will govern that Order for its then-current
Subscription Term. The updated version will apply upon Customer’s acceptance of a new Order, renewal, or continued
use of any Free Services or click-through Services after the updated version is posted.
12.10 Assignment. Neither Party may transfer or assign any of its rights or delegate any of its obligations under this
Agreement, in whole or in part and including any transfers by operation of law, without the prior written consent of the
other Party. However, either Party may transfer or assign its obligations under this Agreement in their entirety without
the consent of the other Party to an Affiliate or in connection with a merger, acquisition, and corporate reorganization,
sale of all or substantially all of its assets or a similar transaction. Where there is a legal requirement for consent of each
Party in order to allow any such assignment or transfer, the Parties agree to provide such consent (including, where
required, entering into an assignment or transfer agreement). Any attempted assignment or transfer in violation of this Section will be null and void. This Agreement will be binding on and inure to the benefit of the Parties and their
respective permitted successors and assigns.
12.11 U.S. Government Users. If the Customer is a U.S. federal government department or agency or contracting on
behalf of such department or agency, the Services are each a “Commercial Item” as that term is defined at 48 C.F.R.
§2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those
terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1
through 227.7202-4, as applicable, the Services and the Documentation are licensed to Customer with only those rights
as provided under the terms and conditions of this Agreement.
12.12 Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift,
or thing of value from any of the other Party’s employees or agents in connection with this Agreement. If a Party learns
of any violation of the above restriction, such Party will use reasonable efforts to promptly notify the other Party.
12.13 Export Compliance. Customer acknowledges that the Services and related technical data received from
AutoRABIT may be subject to U.S. and international export and import controls, trade sanctions, and embargo laws and
regulations, including those of the United States, the European Union, and the United Kingdom, and in using the Services
and related technical data Customer will comply with all applicable laws, and agrees to commit no act which, directly or
indirectly, would violate any applicable law, regulation or order, including tax, export and foreign exchange laws, import
controls, and export controls imposed by the U.S. Export Administration Act of 1979 as amended. Without limiting the
foregoing, Customer shall not (a) access or use the Services from, or permit Users to access the Services from, any U.S.-
embargoed country or territory; (b) provide access to the Services to any individual or entity on a U.S., EU, or UK
sanctions or export control restricted party list; or (c) use the Services for any purpose prohibited by applicable export
control or sanctions laws.
12.14 Preparation and Headings. There will be no presumption against either Party on the ground that such Party was
responsible for preparing all or any part of this Agreement. The headings stated in this Agreement are for convenience of
reference only, shall not be deemed to be a part of this Agreement, and shall not have any bearing on the construction or
interpretation hereof.
12.15 Order of Precedence. In the event of conflict, the following order of precedence will apply: (a) the Order (or any
SOWs), (b) the exhibits, addenda, and policies attached or incorporated herein by reference, (c) the terms and conditions
of this Agreement, and (d) the Documentation.
12.16 Entire Agreement. This Agreement, including the Orders, SOWs, and the applicable exhibits, addenda, and policies
incorporated herein by reference, constitute the entire agreement between the Parties with respect to the subject
matter hereof and supersede all previous and contemporaneous agreements and understandings, whether oral or
written, between the Parties with respect to the subject matter hereof. No terms, provisions or conditions of any
purchase order, acknowledgement or other business form that Customer may use in connection with this Agreement
will have any effect on the rights, duties or obligations of the Parties under this Agreement, or otherwise modify this
Agreement, regardless of any failure of AutoRABIT to object to such terms, provisions, or conditions. Any purchase order
or similar document from Customer will be for billing reference only.
12.17 Counterparts. This Agreement may be executed or accepted in counterparts, each of which will be deemed an
original and all of which together will constitute one and the same instrument. The Parties agree that electronic
signatures and other electronic acceptance mechanisms, including click-through acceptance, acceptance transmitted by
email, or acceptance through electronic signature platforms, will be deemed original signatures for all purposes.
Prior Versions:
- Master Services Agreement April 2, 2025 – July 13, 2026
- For AutoRABIT Agreements Prior to April 2, 2025, please contact [email protected]