Grok® Master Services Agreement

Last Updated 8/4/25

This Grok® Master Services Agreement (this “Agreement”) is a binding contract between the person or entity identified on the Services Schedule as the Customer of the Services (“Customer”, “You”, or “Your”), and Grokstream LLC (“Grokstream”, “We”, “Our”, or “Us”). This Agreement governs your access to and use of the Grok® AIOps Services. The most updated version of the Agreement will be available at https://www.grokstream.com/master-services-agreement.

Grokstream provides the Services solely on the terms and conditions set forth in this agreement and on the condition that Customer accepts and complies with them. This agreement becomes binding and effective on Customer upon the earliest of: 1) when you access or use the Services, 2) when you select an “accept”, “Sign Up” or similar option referencing this Agreement, or 3)  when you execute a binding Services Schedule, Purchase Order, SOW, or equivalent purchasing document for a Subscription to the Services (such earliest date, the “Effective Date”). If you do not agree to these terms, do not access the Services.

Grokstream will not and does not permit use of the Services by Customer, and Customer must not use the Services without Customer first accepting the terms of this Grok® Master Services Agreement. Notwithstanding anything to the contrary in this agreement or your acceptance of the terms and conditions of this agreement, no license is granted (whether expressly, by implication, or otherwise) under this agreement, and this agreement expressly excludes any right, concerning any Services that Customer did not acquire lawfully or that is not a legitimate, authorized copy of Grokstream’s software purchased through an official Grok® Reseller.

I.   Definitions.

1. 1. “Aggregated Data” means the information collected and compiled by Grokstream related to Customer’s use of the Services to be used in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
   2. “Agreement” means this Services Agreement and any Services Schedule referencing this Agreement, and any other schedules, supplements, Statement of Work, exhibits,  or appendices thereto, whether attached or incorporated by reference.
   3. “Authorized User(s)” means Customerand Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder. The number of Authorized Users purchased under a Services Schedule cannot be decreased during the applicable Term.
   4. “Customer” means a person or entity that purchases the Services for its own internal use, rather than for resale or distribution.
   5. “Customer Data” means any content, materials, data, and information that Customer or its Authorized Users enter into or provide within the Grok® Software Platform.
   6. “Documentation” means Grokstream’s user manuals, handbooks, and guides relating to the Services provided by Grokstream to Customer, either electronically or in hard copy form relating to the Services available at https://grokstream.com.
   7. “Effective Date” means the date the contract was entered into as defined by the date of the latest signature on page 14.
   8. “Grokstream IP”, also called “Grokstream Technology”, means the Services, the Software, the Documentation, and all Intellectual Property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Grokstream IP includes Aggregated Data (as explained in Section VII. below) and any information, data, or other content derived from Grokstream’s monitoring of Customer’s access to or use of the Services but does not include Customer
   9. “Intellectual Property Rights” means all of the following, whether registered or unregistered, (i) trademarks, (ii) copyrights, rights in copyrightable works, (iIi) trade secret rights, moral rights, right of publicity, authors’ rights, (iv) patents, (v) Marks, and (vi) all other Intellectual Property Rights as may exist now and/or hereafter come into existence, and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any state therein, or country or jurisdiction.
   10. “Marks” means Grokstream’s proprietary indicia, trademarks, service marks, trade names, logos, symbols, and/or brand names, including, without limitation, the name “Grok®”, “Grok AIOps”, “Grokstream”, ”Grok AIOps, “Grok Platform” or any name of the Products.
   11. “Number of Devices” means the count of individual devices for which a Subscriptionto the Grok® AIOps platform has been secured. This count will be specifically stated on a Services Schedule.
   12. “Professional Services” means individually and collectively the implementation, consulting and/or training Services provided by Grokstream in accordance within the Services Schedule in support of the Customer’s Grok® Platform and corresponding Subscription Services.
   13. “Services” means individually and collectively any Software Subscription and/or Professional Services and/or Support Services.
   14. “Services Schedule” means the Grok® Services Schedule pertaining to the applicable Services for which the Customer is subscribing and/or purchasing, and in which Customer and Grokstream each agree to be bound by the terms and conditions of the Agreement for providing and using the Services, as applicable.
   15. “Software” means the product described in the Services Schedule in object code format, including any Updates provided to Customer pursuant to this Agreement.
   16. “Software Subscription” or “Subscription“ means the use of the Grok® Software Platform by Customer, in an environment hosted by Grokstream or by a third party on Customer’s behalf pursuant to a trial or paid Subscription, and the related Support Services. The terms and conditions of each Subscription are defined within the Grokstream Services Schedule document to be executed by both Parties.
   17. “Supplemental Terms” means any Services Schedule referencing this Agreement, and any other schedules, supplements, Statement of Work, exhibits, or appendices thereto, whether attached or incorporated by reference.
   18. “Support Services” means (1) answers to technical questions concerningfunctions and features of the Services; (2) error verification, analysis and corrective efforts; (3) 24×7 access to the Grokstream Customer Support Center self-service website; (4) Documentation; and (5) access to all generally available Updates and upgrades. Customer Support Services are fully described at https://grokstream.com/grok-support-services.
   19. “Term” means the period in which this Agreement and any Supplemental Terms remain in effect. A Term will commence on the respective Effective Date (the “Initial Term”) and automatically renew thereafter on an annual basis (the “Renewal Term(s)”). The Initial Term and any Renewal Terms will be collectively referred to as the Term.
   20. “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
   21. “Updates” means any new releases, bug fixes, patches, error corrections, or other changes to the Services that Grokstream generally makes available free of charge to all users of the Services.

II.   Access and Use.

1. 1. Subscription. We offer subscription-based Services. Subject to and conditioned on your payment of fees and compliance with all other terms and conditions of this Agreement, Grokstream hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms of the Agreement and any Documentation. Grokstream shall provide the necessary access credentials to grant Authorized Users access to the Grok® Platform. You shall remain the contracting party with us with respect to the payment of fees and all access and use. You hereby agree that you shall retain full, unconditional responsibility for all such access to and use of the Services and all compliance herewith.
   2. Documentation. Subject to the terms and conditions contained in this Agreement, Grokstream hereby grants you a non-exclusive, non-sublicensable, non-transferable right to use the Documentation during the Term solely by your Authorized Users, for your internal business purposes in connection with use of the Services.
   3. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) use, rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property right or other right of any person, or that violates any applicable law, regulation, or rule. Customer shall be responsible for the acts and omissions of its Authorized Users as if they were the acts and omissions of Customer. Authorized User access credentials issued to access or utilize the Services cannot be shared or used by more than one individual at a time, provided however, an Authorized User’s access rights may be transferred from one individual to another if the original Authorized User is removed from the Services, no longer requires, or is no longer permitted access to or use of the Service.
   4. Sensitive Information. Customer acknowledges that the Services are not designed, intended, or authorized to process sensitive information or data, including, but not limited to, protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), data that requires compliance with PCI DSS security standards, or other sensitive data of Customer, a user, or a third party (collectively “Sensitive Information”). Customer will not use the Grok® Platform for such purposes or under such circumstances or to process or store Sensitive Information. Grokstream expressly disclaims any liability in connection with its access to, storage of, or processing of any Sensitive Information. Customer will indemnify Grokstream for any claims arising from Customer’s breach of this Section D.
   5. High Risk Activities. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as, but not limited to, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Grokstream specifically disclaims any express or implied warranty of fitness for High Risk Activities.
   6. Professional Services. Professional Services are available upon request. Fees, coverage, and terms for Professional Services are available from Grokstream and will be set forth on your Services Schedule and/or a separate SOW for such Professional Services. “Professional Services” means services provided by Grokstream on a time and materials or fixed price basis for a Customer-identified project or scope of work.
   7. Suspension. Notwithstanding anything to the contrary in this Agreement, Grokstream may suspend Customer’s and any other Authorized User’s access to any portion or all of the Cloud Services if: (i) Grokstream reasonably determines, in its sole discretion, that (A) Customer is purchasing, using or accessing the Website, Grokstream IP or Services for the purpose of building a competitive product or service or for any other purposes competitive with Grokstream; (B) there is a threat or attack on any of the Grokstream IP; (C) Customer’s or any other Authorized User’s use of the Grokstream IP disrupts or poses a security risk to the Grokstream IP or to any other customer or vendor of Grokstream; (D) Customer or any other Authorized User is using the Grokstream IP for fraudulent or illegal activities; (E) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (F) Grokstream’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Grokstream has suspended or terminated Grokstream’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section G. (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Grokstream shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Grokstream shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Grokstream will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

III.   Customer Responsibilities.

1. 1. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. Customer shall at all times during the Term: (i) set up, maintain, and operate in good repair and in accordance with the manufacturer’s specifications or requirements all Customer equipment, systems, software, or ancillary services, on or through which the Services are accessed or used; (ii) grant Grokstream with such access to Customer’s systems as is necessary for Grokstream to perform the Cloud Services; (iii) maintain commercially reasonable security standards for its and its Authorized Users use of the Service; and (iv) provide all cooperation and assistance as Grokstream may reasonably request to enable Grokstream to exercise its rights and perform its obligations under and in connection with this Agreement.
   2. Customer is responsible for monitoring its use of the Services. Customer shall promptly report to Grokstream any actual use more than the permitted Scope or Number of Devices, if any. Grokstream shall be entitled to monitor Customer’s use of the Services to ensure Customer’s compliance with the Agreement and Grokstream may immediately invoice, and Customer shall pay within thirty (30) days, any fees for any excess usage. Customer agrees that such fees shall accrue from the date the excess use began. During the Term, Grokstream may, in Grokstream’s sole discretion, audit Customer’s use of the Cloud Services to ensure Customer’s compliance with this Agreement. The Customer shall reasonably cooperate with Grokstream’s personnel conducting such audits and provide all reasonable access requested by Grokstream to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Grokstream shall only examine information directly related to the Customer’s use of the Services. Grokstream may conduct audits upon reasonable advance notice, only during Customer’s normal business hours, and in a manner that does not unreasonably interfere with the Customer’s business operations. If the audit determines that the Customer’s use of the Services exceeds or exceeded the use permitted by this Agreement then Customer shall pay to Grokstream the retroactive Fees for such excess use and, unless Grokstream terminates this Agreement upon written notice to Customer, execute a new Services Schedule that brings Customer’s use into compliance. Grokstream’s remedies set forth in this Section B are cumulative and are in addition to, and not in lieu of, all other remedies Grokstream may have at law or in equity, whether under this Agreement or otherwise.
   3. Customer Data. Customer shall be responsible for entering its Customer Data into the Services and Customer shall be responsible for the content of the Customer Data supplied by Customer, in accordance with the Data Privacy and Security Addendum. Customer agrees that it has collected and shall maintain and handle all Customer Data in compliance with all applicable data privacy and protection laws, rules, and regulations. Further, Customer is solely responsible for determining the suitability of the Services for Customer’s business and complying with any regulations, laws, or conventions applicable to the Customer Data and Customer’s use of the Service(s).
   4. Grokstream acknowledges that, as between Grokstream and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer You hereby grant to Grokstream a non-exclusive, royalty-free, worldwide license to access, copy, reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Grokstream to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to access, copy, reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Data. During the Term, Grokstream will implement and maintain minimum administrative, physical, and technical safeguards and measures designed to protect against unauthorized access to Customer Data. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
   5. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
   6. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions, which can be found on the applicable third-party’s website or provided to you upon request. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use the Services or such Third-Party Products.

IV.   Support.

1. 1. Support Services. The access rights granted hereunder entitle Customer to the support services described at the Grokstream website located at https://grokstream.com/grok-support-services, for the duration of the Term under the Services Schedule following the Effective Date. During the Term or thereafter, Customer may purchase additional support services.
   2. Software Updates. Maintenance and support services will include provision of Updates. Grokstream may develop and provide Updates in its sole discretion, and Customer agrees that Grokstream has no obligation to develop any Updates at all or for particular issues. Customer further agrees that all Updates will be deemed Software, and related Documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Maintenance and support services do not include any new version or new release of the Software that Grokstream may issue as a separate or new product, and Grokstream may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion. Such updates will be organized into Major, Minor, and Hot Fix categories depending on the nature of the deployment. Major Updates will be released no more than once each calendar quarter and typically include significant feature changes or enhancements. Minor Updates will be released monthly, as needed to address incremental changes to existing features or fixes. Hot Fix Updates are immediately released as they address critical stability issues or vulnerabilities.
   3. Beta Functionality. Grokstream may offer and Customer may choose to accept access to functionality that is not generally available and not validated and quality assured in accordance with Grokstream’s standard processes (“Beta Functionality”). Beta Functionality is described as such in the Documentation. Grokstream may require Customer to accept additional terms to use Beta Functionality. Any production use of the Beta Functionality is at Customer’s sole risk. Grokstream does not warrant the correctness and completeness of the Beta Functionality, and Grokstream shall not be liable for errors or damages caused by the usage of the Beta Functionality.
   4. Grokstream has no obligation to provide maintenance and support services, including Updates: (A) if Customer is in breach under this Agreement; or (B) for any Software that has been modified other than by Grokstream, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation; or (C) If Customer is granted access under the Agreement to a trial (no fee) version of the Services, to the extent permitted by applicable law, Customer agrees that (i) Grokstream has no obligation to provide any service levels or support services; and (ii) Grokstream may cease providing the Services at any time without notice. This Article supersedes any conflicting terms of the Agreement.

V.   Fees and Payment.

1. 1. Fees. Customers shall pay Grokstream the fees as described on the applicable Services Schedule (“Fees”). All Fees are payable in advance in the manner set forth in the Services Schedule and are non-refundable. Any renewal of the Services hereunder shall not be effective until the fees for such renewal have been paid in full.
   2. Payment Terms. All Fees under any renewal are subject to change upon notice. Customers shall make all payments by wire, ACH, or other electronic payment to the Grokstream bank account in USD. Fees for the initial year of a Subscription Term are due upon the Effective Date of the applicable Services Schedule, and fees for each renewal will be invoiced annually in advance of the renewal date and will be payable net 30 days after receipt. Late payments will be subject to late fees at the rate of one and one-half percent (1.5%) per month, or, if lower, the maximum rate allowed by law. Grokstream’s obligations under this Agreement are conditioned upon your timely payment. If you fail to pay fees within thirty (30) days following the payment due date, Grokstream has the right to suspend performance of the Services and seek all remedies available, and you agree to reimburse our reasonable expenses, including attorneys’ and other fees incurred in collecting amounts due. Payments received after default shall be applied against interest, expenses, and principal as Grokstream determines in its sole discretion. The Services will be reinstated at our discretion after all current and overdue amounts and accumulated late fees and expenses are paid.
   3. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Grokstream’s income. No sales, use or similar tax shall be collected by Grokstream from Customer if (i) an exemption applies to the Services provided by Grokstream to Customer AND Customer provides Grokstream with a valid exemption or resale certificate, or (ii) Customer has been authorized to remit such tax directly to a taxing authority and Customer provides Grokstream with a valid direct pay permit. At Customer’s request, Grokstream will file any certificate or other document which may cause any such tax to be avoided or reduced and cooperate with Customer in contesting any such tax or in claiming, on Customer’s behalf, refunds of any such taxes paid by or on behalf of Customer. Any applicable direct pay permits or valid tax-exempt certificates must be provided to Grokstream prior to the execution of this Agreement. If Grokstream is required to pay Taxes on previous invoices, Customer shall reimburse Grokstream for such amounts. Customer hereby agrees to indemnify Grokstream for any Taxes and related costs paid or payable by Grokstream attributable to Taxes.
   4. Auto-renewal. Customer agrees that its Subscription under this Agreement will automatically renew after the initial Subscription Term (“renewal date”) at the then-current fees unless the Customer cancels this Agreement in accordance with the cancellation terms set forth in Section VI. Customer authorizes us to automatically invoice Customer for the fees on or after the renewal date unless the Subscription has been terminated or cancelled in accordance with Section VI of this Agreement. If Customer wishes to reduce the number of Authorized Users, it must do so prior to the renewal date in order to avoid being charged the applicable fees on the renewal date.

VI.   Term and Termination.

1. 1. Term. The term of this Agreement begins on the Effective Date and continues under the term of any Services Schedule, Statement of Work, or until sooner terminated as provided herein (“Term”).
   2. Auto-Renewal Term.
      1. Services that are specified to automatically renew will renew for additional successive term(s), in each case as specified in customer’s services schedule, unless earlier terminated pursuant to this agreement’s express provisions or either party gives the other party written notice of non-renewal prior to the expiration of the then-current term.
      2. If the term is renewed for any renewal terms, the terms and conditions of this agreement during such renewal term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the fees payable hereunder by customer during the applicable renewal term, which are communicated to customer (together with any additional contractual terms to be applied to the applicable renewal term, if any) prior to the start of the applicable renewal term.
      3. Customer may cancel or terminate the automatic renewal of any Services under this agreement at any time prior to the renewal date by contacting Grokstream using the contact information listed on the services schedule.
   3. Termination.
      1. Notwithstanding the foregoing, a Party may terminate the Agreement and Services Schedule upon thirty (30) days’ written notice to the other party of such other Party’s material breach of any provision of the Agreement, unless the breaching party has cured such breach during such thirty (30) day period. Except for termination in accordance with this Article C.1. by Customer, termination will not relieve Customer from the obligation to pay fees that remain unpaid. For avoidance of doubt, Customer’s failure to pay fees due for the Services shall be considered a material breach of the Agreement.
      2. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
      3. Early termination of Services or ceasing your use of the Services for any other reason (not listed above) will not result in a refund of any prepaid fees or modify your obligation to pay fees for the remainder of the then-current Term.
   4. Effect of Termination. Upon the effective date of termination, Customer’s access to the Services will be terminated and Grokstream shall return or destroy all Customer Customer shall have the ability to access its Customer Data at any time during the Term set forth in the applicable Services Schedule or any Term, unless earlier terminated pursuant to this Article VI. Transition services are not included as part of this Agreement and can be purchased by Customer through a Service Schedule. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
   5. Compliance. Grokstream may, in its sole discretion, audit Customer’s systems within twelve months after the end of the Term to ensure Customer has ceased use of the Services and removed all Documentation from such systems as required hereunder. The Customer shall reasonably cooperate with Grokstream’s personnel conducting such audits and provide all reasonable access requested by Grokstream to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Grokstream shall only examine information directly related to the Customer’s use of the Services. Grokstream may conduct audits upon reasonable advance notice, only during Customer’s normal business hours, and in a manner that does not unreasonably interfere with the Customer’s business operations.

VII.   Grokstream Technology and Intellectual Property Ownership.

1. 1. Grokstream Technology. You acknowledge and agree that the Grokstream Software, including the specific design and structure of individual programs, components and aspects thereof, constitutes the proprietary trade secrets and copyrighted material of Grokstream, and that Grokstream owns all rights, title and interest in and to the Services, the Software, Feedback and all technology, information, trade secrets, patent rights, copyrights, know-how, deliverables, and Documentation associated therewith as provided or otherwise made available by Grokstream and used in the performance of the Services, including all Intellectual Property Rights and Derivative Works therein, on a worldwide basis (collectively, the “Grokstream Technology”), which in no event are to be construed or considered “works-made-for-hire”. As used herein, “Feedback” means bug reports, suggestions, comments, or other feedback provided by Customer to Grokstream with respect to the Service, excluding any Customer Confidential Information.
   2. Customer does not acquire any ownership interest in the Grokstream IP under this Agreement, or any other rights thereto, other than to use the same in accordance with the rights granted and subject to all terms, conditions, and restrictions under this Agreement. Grokstream reserves and shall retain its entire right, title, and interest in and to the Grokstream IP and all Intellectual Property Rights arising out of or relating to the Services, except as expressly granted to the Customer in this Agreement. Any rights not expressly granted herein are reserved by Grokstream.
   3. Customers shall safeguard all Grokstream IP (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. All right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Grokstream. Grokstream may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law, provided that such Aggregated Data does not identify Customer or Customer’s Confidential Information.
   4. Customers shall promptly notify Grokstream if Customer becomes aware of any infringement of Grokstream’s Intellectual Property Rights in the Grokstream IP and fully cooperate with Grokstream in any legal action taken by Grokstream to enforce its Intellectual Property Rights. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

VIII.   Confidential Information.

1. 1. The parties agree that during the course of performance under this Agreement, each party may disclose to the other party certain technical and/or non-technical information, which (i) is disclosed in a tangible or visual form and clearly labeled as “Confidential”; (ii) is disclosed in an oral, non-tangible or visual form, identified at the time of disclosure as confidential and confirmed in writing within thirty (30) days; or (iii) is identified and treated as confidential by disclosing party and given the circumstances of disclosure, and/or the nature of the information, the recipient knew or should reasonably have known the information was confidential (collectively, the “Confidential Information”). For purposes of clarification and in addition to the Confidential Information addressed in the previous sentence, Grokstream Technology shall be deemed our Confidential Information and all Customer Data shall be deemed your Confidential Information. Confidential Information does not include information, technical data or know-how which (a) is rightfully in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure; (b) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; (c) is approved in writing for release by the disclosing party; or (d) is independently developed by the receiving party without use of or reference to any Confidential Information of the disclosing party.
   2. Each party agrees not to use the Confidential Information disclosed to it by the other party for any purpose except as necessary to perform its obligations under this Agreement. Neither party will disclose the Confidential Information of the other party to third parties or to the first party’s employees except employees and service providers who are required to have the information in order to carry out such party’s obligations hereunder who have agreed in writing, as a condition of employment, engagement or otherwise (or who are otherwise bound by fiduciary duty or rules of professional conduct), to protect the Confidential Information with terms no less stringent than are imposed by this Section; provided, however, that this Agreement may also be disclosed to potential successors in interest (and their respective attorneys and advisors) pursuant to a contemplated merger, acquisition, corporate reorganization or sale of all or substantially all of a party’s assets, so long as such recipient in each case has agreed in writing to protect the Confidential Information with terms no less stringent than are imposed by this Section.
   3. The confidentiality and non-use obligations of each receiving party under this Agreementwill survive expiration or termination of this Agreement for a period of five (5) years; except that such obligations shall survive indefinitely with respect to (i) Personal Data, and (ii) each disclosing party’s software and technology-based trade secrets so long as they remain eligible for trade secret under prevailing law (without regard to any breach of the receiving party). In the event of any expiration or termination of this Agreement, or upon request by the disclosing party, the receiving party shall cease all use of the other party’s Confidential Information and return to the disclosing party all copies of the disclosing party’s Confidential Information in the receiving party’s possession or control, or destroy the same and certify as to its destruction. The receiving party will not be required to return or immediately destroy an archive copy of the disclosing party’s Confidential Information made for backup purposes in the ordinary course; provided that such archive copy will be subject to the ongoing obligations of confidentiality and non-use contained herein and shall be destroyed in the ordinary course of business not to exceed ninety (90) days, or with respect to Personal Data, such shorter period as is necessary to comply with prevailing law.
   4. Compelled Disclosure. In the event that the receiving party is required by applicable law, regulation or any competent judicial, supervisory or regulatory body to disclose any of the Confidential Information, the receiving party shall provide the disclosing party with prompt written notice of any such requirement so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, however in the opinion of the counsel of the receiving party, the receiving party is nonetheless, in the absence of such order or waiver, compelled to disclose such Confidential Information, then it may disclose only such portion of the Confidential Informationwhich, in the opinion of its counsel, the receiving party is compelled to disclose. The receiving party will not oppose any action by the disclosing party to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. The receiving party will reasonably cooperate with the disclosing party in its efforts to obtain a protective order or other appropriate remedy that the disclosing party elects to seek to obtain, in its sole discretion.
   5. Each party shall comply with prevailing laws and regulations governing Personal Data, including, without limitation and as may be applicable, the EU General Data Protection Regulation (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), the California Consumer Privacy Act (“CCPA”), and the California Privacy Rights Act (“CPRA”).
   6. Service Provider Attestation (CCPA/CPRA). Grokstream is a “Service Provider” as defined under the CCPA and CPRA. Customer discloses Personal Data (as defined under the CCPA and CPRA) to Grokstream solely (i) for a valid business purpose and (ii) for Grokstream to provide the Services contemplated by this Agreement. Grokstream expressly certifies, understands and agrees that except as permitted or required by applicable law, it is prohibited from (1) selling (as defined under the CCPA and CPRA) any of Customer’s Personal Data, (2) retaining, using or disclosing any of Customer’s Personal Data for any commercial purpose other than providing the Services contemplated by this Agreement, (3) retaining, using or disclosing Personal Data outside of the direct business relationship between Grokstream and Customer and this Agreement, or (4) combining the personal information that it receives from, or on behalf of, Customer with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with the consumer, provided that Grokstream may combine personal information to perform a business purpose in limited circumstances. Grokstream understands the prohibitions that are outlined in this Section F. and hereby certifies its compliance therewith. Grokstream shall generally not respond to end-user requests except to the extent required by law, and shall direct such requests to Customer where feasible. We will notify you in the event that we cannot meet our obligations as a Service Provider under the CCPA, CPRA, and applicable regulations. We will also provide any required information to enable you to comply with a consumer request, if applicable.
   7. Data Processing Addendum. The parties hereby agree to comply with the terms of the Data Processing Addendum available at: https://grokstream.com/data-processing-addendum/.
   8. Security Practices. During the Term, Grokstream will implement and maintain minimum administrative, physical, and technical safeguards and measures designed to protect against unauthorized access to Customer Data as described at  During the Term, Grokstream will not materially diminish the protections provided by the Security Practices.

IX.   Privacy Policy. Grokstream complies with its privacy policy, available at https://grokstream.com/privacy-policy/ (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Cloud Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

X.   Representations and Warranties.

1. 1. Representations. Each party hereby represents and warrants to the other that (i) such party has the right, power and authority to enter into this Agreement and to fully perform all its obligations hereunder; and (ii) the making of this Agreement does not violate any agreement existing between such party and any third party.
   2. Limited-Service Warranty. We warrant that we will deliver and perform the Services in a good and workmanlike manner consistent with applicable industry standards and the functional requirements and technical specifications set forth in the applicable Order.
   3. In the event that Customer notifies Grokstream in writing of a breach of the foregoing warranties, Grokstream shall use commercially reasonable efforts to correct the reported non-conformity, at no additional charge to Customer, or if Grokstream determines such remedy to be impracticable, Customer may terminate this Agreement and receive a prorated refund of fees pre-paid to Grokstream for Customer’s use of the Service for the remainder of the then current Subscription The foregoing remedy shall be Customer’s sole and exclusive remedy for any breach of warranty hereunder; provided, that, remedies available for breach of the Service Level Terms are as set forth in the Service Level Terms.

XI.   Indemnification.

1. 1. Mutual Indemnification. Each Party will defend, indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns (the “Indemnified Party”) from and against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against the Indemnified Party by a third party to the extent arising out of (a) the Indemnifying Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by the Indemnifying Party of any of its representations, warranties, covenants or agreements under this Agreement.
   2. Indemnification by Grokstream. Grokstream will at our own expense, indemnify, defend and hold you harmless from and against any damages and expenses (including reasonable attorneys’ fees) as a result of third party claims, to the extent of any finding that the Grok® Platform and applicable Services, when used in strict compliance with the rights and use instructions provided by Grokstream infringed or misappropriated the copyright, patent rights or trade secret rights of a third party; provided we receive prompt notice and the opportunity to provide the defense and participate in the litigation and settlement negotiations. Notwithstanding the foregoing, we shall have no liability, and shall have no obligation to defend or indemnify you, for any third party claim of infringement to the extent based upon (i) use of other than the then current, unaltered version of the Grok Platform and applicable Services, unless the infringing portion is also in the then current, unaltered release; (ii) use of the Services other than strictly in accordance with our instructions and Documentation; or (iii) use, operation or combination of the applicable Services with non-Grokstream programs, data, equipment or Documentation if such infringement would have been avoided but for such use, operation or combination. In the event the use of any Service is, or we believe is likely to be, alleged or held to infringe any third party Intellectual Property right, we may, at our sole option and expense, (a) procure for you the right to continue using the affected service, (b) replace or modify the affected service with functionally equivalent service so that it does not infringe, or, if either (a) or (b) is not commercially feasible, (c) terminate the Services and refund the fees received by us from you for the affected service for the remaining Term of then-current Subscription THE FOREGOING CONSTITUTES OUR ENTIRE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND OR NATURE.
   3. Indemnification by Customer. You shall defend, indemnify and hold us harmless from and against any and all claims, damages and expenses (including reasonable attorney’s fees) arising from:
      1. your violation of this Agreement; or
      2. your violation of any third party Intellectual Property or privacy right; provided, that we (a) promptly give you written notice of the claim; (b) give you control of the defense and settlement of the claim (provided that you may not settle any claim unless the settlement unconditionally release us of all liability); and (c) provide to you all reasonable assistance, at your expense. We may participate in the defense and settlement activities with counsel of our choosing at our expense.

XII.   Disclaimers, Limitation of Damages and Liability.

1. 1. Disclaimers and Exclusive Remedy. EXCEPT FOR THE REPRESENTATIONS AND LIMITED WARRANTY IN SECTIONS X.A. (REPRESENTATIONS) AND X.B. (LIMITED SERVICE WARRANTY), THE SERVICES AND GROKSTREAM TECHNOLOGY ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR TRADE USAGE INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, NOR DO WE WARRANT THAT THE GROKSTREAM TECHNOLOGY OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS OR PERFORMANCE OF THE SERVICES. WE MAKE NO WARRANTY ABOUT THE SUITABILITY OF THE GROKSTREAM TECHNOLOGY OR SERVICES FOR ANY PURPOSE AND DO NOT WARRANT THAT THE GROKSTREAM TECHNOLOGY OR SERVICES WILL MEET YOUR REQUIREMENTS.
   2. CUSTOMER ACKNOWLEDGES AND AGREES THAT GROKSTREAMSHALL NOT HAVE ANY LIABILITY FOR (I) MODIFICATIONS OR ALTERATIONS TO THE COLLECTOR SOFTWARE MADE BY YOU OR ANY THIRD PARTY NOT AUTHORIZED BY GROKSTREAM OR (II) CUSTOMER’S USE OF MONITORING SCRIPTS MADE AVAILABLE IN LM EXCHANGE, GROKSTREAM’S CUSTOMER COMMUNITY, THAT ARE NOT AUTHORED BY GROKSTREAM.
   3. INDIRECT AND CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDING THE INDEMNIFICATION OBLIGATIONS IN SECTION XI OR CLAIMS, LIABILITIES OR LOSSES ARISING FROM FRAUD OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, THE SERVICES PROVIDED, OR THE USE OF OR INABILITY TO USE THE SERVICES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
   4. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO LIABILITIES OR LOSSES ARISING FROM FRAUD OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDERS EXCEED (I) THE SUM OF THE AMOUNTS RECEIVED BY AND OWED TO US FROM YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, AND (II) TWO (2) TIMES THE AMOUNT IN SUBSECTION (I) WITH RESPECT TO A PARTY’S INDEMNITY OBLIGATIONS UNDER ARTICLE XI OR LIABILITIES OR LOSSES RESULTING FROM EITHER PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE XII (CONFIDENTIALITY), WHICH FOR CLARITY, INCLUDES ALL DATA PRIVACY AND INFORMATION SECURITY OBLIGATIONS. THESE LIMITATIONS ARE CUMULATIVE FOR ALL CLAIMS HOWSOEVER ARISING UNDER ALL AGREEMENTS AND ORDERING DOCUMENTS AND SHALL APPLY EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT SHALL FAIL OF THEIR ESSENTIAL PURPOSE.
   5. BASIS OF BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON WARRANTIES AND DISCLAIMERS, INDEMNIFICATION, AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU EXPRESSLY ACKNOWLEDGE THAT THE FEES THAT WE CHARGE FOR THE SERVICES ARE BASED UPON OUR EXPECTATION THAT THE RISK OF ANY LOSS OR INJURY THAT MAY BE INCURRED BY USE OF THE SERVICES WILL BE BORNE BY YOU AND NOT US AND WERE WE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.

XIII.   General Provisions.

1. 1. Notices. All notices pursuant to the Agreement shall be in writing and shall be deemed duly given when delivered (certified or registered mail or by an overnight courier service with delivery receipt) to the respective executive offices of Grokstream or Customer at the mailing address and/or email address set forth in Section or an executed Services Schedule. Where in this Article XIII.A. or elsewhere in the Agreement, a written form is required, email is acceptable.
   2. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
   3. US Government Rights. Each of the software components that constitute the Services and the Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Cloud Services and Documentation as are granted to all other Authorized Users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.
   4. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.
   5. Anti-Bribery and Anti-Corruption.Grokstream is committed to conducting business that is free from all forms of corruption or bribery, including kickbacks, money laundering, and fraud, and thus maintains compliance with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to the U.S Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010. Each party agrees not to directly or indirectly offer, promise, provide, or accept anything of value to or from the other party’s employee, a government official, or commercial business partner in violation of any provisions of any applicable anti-bribery laws in connection with this Agreement. Grokstream shall ensure that it and all personnel and affiliates comply fully with the UK Modern Slavery Act 2015.
   6. Severability. It is the intent of the Parties that in case any one or more of the provisions contained in the Agreementshall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of the Agreement, and the Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
   7. Insurance. Each party will, at its expense, during the Term and for the 2-year period following termination or expiration hereof, purchase and maintain insurance policies with an insurance company or companies of US or internationally recognized standing with a rating of A-/Class IX, or better, as rated by A.M. Best, with the following minimum limits:
      1. Comprehensive General Liability Insurance, with limits not less than $1,000,000 USD per occurrence and $2,000,000 USD in the aggregate, covering bodily injury, personal injury, and property damage;
      2. Technology Errors and Omissions Insurance, with limits of not less than $1,000,000 USD per claim and $1,000,000 USD in the aggregate with respect to claims related to the Grokstream Technology delivered under this Agreement;
      3. Privacy and network security liability (“Cyber”) Insurance, with limits of at least $1,000,000 USD per claim and $2,000,000 USD in the aggregate, providing protection against liability for privacy breaches, system breaches, denial or loss of service, introduction, implantation or spread of malicious software code and unauthorized access to or use of computer systems; and
      4. Workers’ Compensation and Employers’ Liability Insurance as required by applicable laws, in amounts that meet or exceed those required by applicable laws.

• Survival. Sections V. (Fees and Payment), VI. (Term and Termination), VII. (Technology Intellectual Property Ownership), IX. (Confidential Information), (Indemnification), XII. (Disclaimers, Limitation of Damages and Liability), and XIII. (General Provisions), and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

• Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except that either Party may assign this Agreement, without the other Party’s consent, to an Affiliate or to a successor or acquirer, as the case may be, in connection with a merger or acquisition, the sale of all or substantially all of a Party’s assets or the sale of that portion of a Party’s business to which this Agreement Subject to the foregoing, this Agreement will bind and benefit the Parties and their respective successors and assigns. Any assignment in violation of this Section shall be null and void.

• Publicity. You acknowledge and agree that we may include Customer’s name and logo in our online customer list and in print and electronic marketing materials.

• Force Majeure. In no event shall Grokstream be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Grokstream’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

• Relationship of the Parties. You and Grokstream shall be independent contractors with respect to all services provided under this Agreement. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and us. There are no third-party beneficiaries to this Agreement. Without limiting this Section, Customer’s Authorized Users are not third-party beneficiaries to Customer’s rights under this Agreement.

• Entire Agreement. This Agreement and any exhibits or addendums linked herein along with any Orders constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any terms and conditions of any other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. Additionally, this Agreementsupersedes any confidentiality, non-disclosure, evaluation or trial agreement previously entered into by the Parties with respect Customer’s or an Affiliate’s evaluation of the Services or otherwise with respect to the Services. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency between the provisions of this Agreementand any Order, the same shall be resolved by giving precedence to this Agreement.