Last Updated: Sept 26 2024

SERVICE AGREEMENT

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS SERVICE AGREEMENT OR BY EXECUTING A PROPOSAL THAT REFERENCES THIS AGREEMENT (THE “PROPOSAL”, AND TOGETHER WITH THIS SERVICE AGREEMENT, THIS “AGREEMENT”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY AND EACH OF ITS AUTHORIZED USERS.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE BONDWAY.AI (AS DEFINED BELOW).

This Agreement, by and between Customer and Bondway Corporation d/b/a Bondway (“Bondway”), is effective as of the date set forth in the Proposal or the date on which Customer clicks a box accepting this Agreement (the “Effective Date”) and governs Customer’s use of Bondway’s proprietary software-as-a-service platform (“Bondway.ai”), a platform powered by artificial intelligence (AI) specifically designed for bond market professionals.  Bondway reserves the right to change or modify portions of this Agreement at any time in its sole discretion.  If Bondway does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised.  Any such changes to this Agreement shall be effective as of the date Bondway posts them on this page.  Bondway will also attempt to notify Customer of any such changes, either through posting a notice on Bondway.ai, though email notification or through other reasonable means.  Customer’s continued use of Bondway.ai after Bondway posts the modified Agreement on this page constitutes Customer’s acknowledgement and agreement to be bound by the most recent version of this Agreement.^[1]  Each of Bondway and Customer may be referred to herein individually as a “Party” or collectively as “Parties”.

ACCESS TO BONDWAY.AI.

1.1.             Access Grant.  Bondway will use commercially reasonable efforts to make Bondway.ai available to Customer.  Subject to the terms and conditions of this Agreement, Bondway hereby grants Customer the limited, non-exclusive, non-transferable, non-sublicensable right to access and use Bondway.ai during the Term (as defined below), solely for Customer’s internal business purposes (including external presentation materials and client discussions).

1.2.             Restrictions and Responsibilities.  Customer will not use Bondway.ai for any purpose other than the purposes expressly set forth herein.  Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to Bondway.ai; (b) modify, translate, or create derivative works based on Bondway.ai; (c) use Bondway.ai for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels.  Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Bondway.ai, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like.  Customer will also be responsible for maintaining the confidentiality of Customer’s usernames, passwords and account details, and for any actions taken by parties with access to such usernames and passwords.  Customer agrees not to disclose such usernames and passwords to any third parties (other than employees of Customer).  Customer will inform Bondway immediately if it discovers that any such username and/or password has been disclosed or made available to a third party, or that any unauthorized third party is otherwise accessing or using Bondway.ai.  Without limiting any other rights or remedies set forth herein or available pursuant to law, Bondway may immediately suspend Customer’s access to Bondway.ai if Customer is in breach of any term or condition of this Agreement.

1.3.             License to Customer Data.  Customer hereby grants to Bondway a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors and consultants performing services on behalf of Bondway), non-transferable (subject to Section 10.6) right and license to copy, distribute, display, create derivative works of and otherwise use the data and information submitted, transmitted or uploaded by Customer via Bondway.ai (the “Customer Data”) to provide Bondway.ai and otherwise perform Bondway’s obligations under this Agreement.

1.4.             Feedback.  Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Bondway with respect to Bondway.ai or Evaluation Services (as defined below).  Bondway will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality.  Customer hereby grants to Bondway a royalty-free, fully paid up, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.  Customer acknowledges and agrees that Feedback is not Confidential Information (as defined below).

1.5.             Evaluation Services.  From time to time, Customer may be invited to try certain services at no charge for a free trial or evaluation period or if such services are not generally available to customers (collectively, “Evaluation Services”).  Evaluation Services will be designated as beta, pilot, evaluation, trial, limited release or the like.  Evaluation Services are for Customer’s internal evaluation purposes only and, notwithstanding anything to the contrary set forth herein, are provided “as is” without warranty of any kind, and may be subject to additional terms.  The trial period for the Evaluation Services will be mutually agreed upon by the parties, which in no case will exceed sixty (60) days from the trial start date.  Bondway may discontinue Evaluation Services at any time in its sole discretion and may never make them generally available.  Bondway will have no liability for any harm or damage arising out of or in connection with any Evaluation Services.

1.6.             FINRA Data.  Customer acknowledges and agrees that Bondway.ai may incorporate and/or otherwise make available data made available by the Financial Industry Regulatory Authority, Inc., and Customer hereby agrees to the terms and conditions of the Subscriber Agreement located at SUBSCRIBER AGREEMENT v 7 2 FINAL (finra.org), as may be updated from time to time, which is hereby incorporated by reference in its entirety.

1.7.             Service Levels; Support.  Bondway will use reasonable efforts consistent with prevailing industry standards to provide Bondway.ai in a manner that minimizes errors and interruptions in accessing the Bondway.ai. Bondway.ai may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Bondway or by third-party providers, or because of other causes beyond Bondway’s reasonable control, but Bondway will use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption within Bondway’s control.  Bondway will use reasonable efforts to provide telephone and e-mail support Monday through Friday, 8 a.m. through 6 p.m. Eastern Time, according to the SIFMA recommended holiday schedule.

OWNERSHIP; RESERVATION OF RIGHTS. 

2.        Customer acknowledges and agrees that, as between the Parties, Bondway retains all right, title and interest in and to Bondway.ai and all associated intellectual property rights.  Bondway grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to Bondway.ai.  Customer will acquire no right, title, or interest in and to Bondway.ai other than the limited licensed rights expressly granted under this Agreement.  Notwithstanding the foregoing, except for the limited rights expressly granted to Bondway under this Agreement, Customer retains all right, title and interest in and to the Customer Data.

FEES; PAYMENT TERMS.

3.1.             Fees; Payment Terms.  In exchange for use of Bondway.ai and the rights granted pursuant to this Agreement, Customer will pay to Bondway the fees set forth in the Proposal (the “Fees”) in accordance with the terms and conditions set forth herein and therein.  Payment obligations are non-cancelable and any Fees paid are non-refundable.

3.2.             Net of Taxes.  All amounts payable by Customer to Bondway hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know‑how payments, customs, privilege, excise, sales, use, value‑added and property taxes (collectively “Taxes”).  Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Bondway.  Customer will not withhold any Taxes from any amounts due Bondway.

TERM; TERMINATION.

4.1.             Term; Termination.  Subject to earlier termination as set forth in this Agreement, this Agreement will commence on the Effective Date and continue for the initial term set forth in the Proposal (the “Initial Term”), and will automatically renew for additional periods of the same duration, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term (each, a “Renewal Term”, and together with the Initial Term, the “Term”).  Bondway reserves the right to increase prices in any Renewal Term; provided, that, Bondway provides Customer notice of such price increase sixty (60) days prior to the end of the then-current term.  In addition, (a) either Party may terminate this Agreement immediately upon written notice to the other Party if such other Party materially breaches any material provision of this Agreement and does not cure such material breach within thirty (30) days after receiving written notice thereof; and (b) Bondway may terminate this Agreement for any or no reason upon fourteen (14) days’ prior written notice to Customer.

4.2.             Effect of Termination.  In the event that this Agreement expires or is terminated for any reason, all rights granted to Customer with respect to Bndway.ai will immediately terminate, and Customer will (a) cease use of Bondway.ai; and (b) pay to Bondway all amounts due and owing under this Agreement (to the extent not previously paid).  In addition, upon expiration or termination of this Agreement, each Recipient (as defined below) will return to the Discloser (as defined below) or destroy, at the Discloser’s election, all of the Discloser’s Confidential Information and all copies or other tangible embodiments thereof.

4.3.             Survival.  Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 1.2 (Restrictions and Responsibilities), 1.3 (License to Customer Data), 1.4 (Feedback), 1.6 (FINRA Data), 2 (Ownership; Reservation of Rights), 3 (Fees; Payment Terms), 4 (Term; Termination), 5 (Confidentiality), 6.2 (Disclaimers), 6.3 (No Advice), 6.4 (Compliance with Applicable Law), 7 (Limitations of Liability), 8 (Indemnification), 9 (Government Matters), and 10 (General) will survive expiration or termination of this Agreement.

CONFIDENTIALITY.

5.1.             Definition of Confidential information.  “Confidential Information” means, subject to the exceptions set forth in Section 5.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a Party (the “Discloser”) to the other Party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section 5.2 hereof.

5.2.             Exceptions to Confidential Information.  Confidential Information does not include any Customer Data^[2] or any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.

5.3.             Use and Disclosure of Confidential Information.  The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder.  The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees and contractors who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees or contractors are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement.  The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.

5.4.             Disclosures Required by Law.  In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.

REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

6.1.             Mutual Representations and Warranties.  Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.  In addition, Customer represents, warrants and covenants that (i) it has all rights necessary to permit Bondway to use the Customer Data as contemplated hereunder and (ii) the Customer Data will be true, accurate and complete.

6.2.             Warranty Disclaimer.  BONDWAY.AI IS PROVIDED ON AN “AS-IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS.  TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BONDWAY EXPRESSLY DISCLAIMS ANY REPRESENTATION, GUARANTEE, OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER.  BONDWAY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. BONDWAY DOES NOT WARRANT THAT BONDWAY.AI IS ERROR-FREE OR THAT OPERATION OF BONDWAY.AI WILL BE SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR UNINTERRUPTED.

6.3.             No Advice.  BONDWAY IS NOT AN INVESTMENT ADVISER OR BROKER-DEALER AND NEITHER BONDWAY NOR BONDWAY.AI PURPORTS TO PROVIDE ADVICE ON WHICH INVESTMENTS CUSTOMER SHOULD BUY OR SELL OR ON THE VALUE OF ANY INVESTMENTS.  NEITHER BONDWAY NOR BONDWAY.AI PROVIDES FINANCIAL, INVESTMENT, TAX, ACCOUNTING, LEGAL, OR REGULATORY ADVICE, AND CUSTOMER ACKNOWLEDGES THAT IT IS NOT RELYING ON BONDWAY OR BONDWAY.AI FOR ANY SUCH ADVICE.

6.4.        Compliance with Applicable Law.  Customer agrees to access and use Bondway.ai only and at all times strictly in compliance with all applicable U.S. and non-U.S. laws, rules, and regulations (collectively, “Applicable Law”), including but not limited to: (a) the laws, rules and regulations of any regulatory, governmental, or self-regulatory authority to which Customer is subject; (b) the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, and the U.S. Investment Advisers Act of 1940, in each case as amended and including the rules and regulations promulgated thereunder; (c), “blue sky” state securities laws; and (d) all applicable laws, rules and regulations of each jurisdiction in or through which Customer accesses or uses Bondway.ai.  Customer understands and acknowledges that Customer, and not Bondway, is solely and exclusively responsible for Customer’s compliance with all Applicable Law in connection with Customer’s use of any of Bondway.ai’s communication or messaging tools or similar functionality, including without limitation any recordkeeping and/or retention requirements applicable to Customer under Applicable Law.

6.5.        Service Availability.  Bondway cannot and does not guarantee that Bondway.ai will be available at all times.  Bondway will make reasonable efforts to maintain Bondway.ai.  However, Bondway does not warrant that: (a) Bondway.ai will function uninterrupted, or be secure or available at any particular time or location or that the results that may be obtained from the use of Bondway.ai will be accurate or reliable; (b) any errors or defects will be corrected; (c) Bondway.ai is free of viruses or other harmful components; or (d) the results of using Bondway.ai will meet Customer’s requirements.  Use of Bondway.ai is at Customer’s own risk.  Bondway reserves the right, in its sole discretion and without any obligation to Customer, to modify, improve, discontinue or correct any errors or omissions in any portion of Bondway.ai at any time without notice.  By using Bondway.ai, Customer agrees that Bondway is not responsible for any losses resulting from Customer’s use and acknowledges the following risks: (1) Internet or wireless access may be delayed or interrupted, or may be unavailable; (2) data transmitted through the internet or wireless access may be intercepted by unauthorized persons; (3) Customer’s failure to physically secure its electronic devices or to protect passwords can result in unauthorized access to its account(s); (4) the accuracy and timeliness or completeness of data transmitted through the internet or via wireless access cannot be guaranteed, and Customer is responsible for maintaining cache settings to ensure Customer is receiving the most recent data; and (5) response times may be delayed by market volatility, volume or systems capacity, or otherwise.

LIMITATIONS OF LIABILITY.

7.1.             Disclaimer of Consequential Damages.  EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER’S BREACH OF SECTION 1.2 (RESTRICTIONS AND RESPONSIBILITIES) ABOVE AND (B) CUSTOMER’S BREACH OF SECTION 5 (CONFIDENTIALITY) ABOVE, IN NO EVENT SHALL EITHER PARTY OR ANY BONDWAY INDEMNIFIED PARTY BE LIABLE FOR ANY LOST OR PROSPECTIVE PROFITS, OPPORTUNITY COSTS, OR ANY OTHER SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OR THE CAUSE THEREOF AND EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF, PROVIDED THAT NOTHING IN THIS SECTION 7.1 SHALL ALTER OR RELIEVE CUSTOMER IN ANY WAY OF ANY OBLIGATION THAT CUSTOMER MAY OTHERWISE HAVE PURSUANT TO SECTION 8.2 HEREOF.

7.2.             General Cap on Liability.  EXCEPT FOR LIABILITY ARISING FROM ANY INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8.1 BELOW, UNDER NO CIRCUMSTANCES WILL BONDWAY’S TOTAL AGGREGATE LIABILITY TO CUSTOMER AND ALL CUSTOMER INDEMNIFIED PARTIES, FOR ALL CLAIMS ARISING UNDER OR RELATING IN ANY WAY TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO BONDWAY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.  THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT OR PER CLAIM.

7.3.             Independent Allocations of Risk.  EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

INDEMNIFICATION.

8.1.             Indemnification by Bondway.  Bondway will indemnify, defend and hold Customer and the officers, directors, agents, and employees of Customer (“Customer Indemnified Parties”) harmless from any losses, claims, actions, or proceedings, including without limitation damages, judgments, assessments, investigation costs, settlement costs, fines, penalties, arbitration awards, and any other liabilities, costs, fees, and expenses, whether joint or several (“Liabilities”) that are payable to any third party by the Customer Indemnified Parties (including reasonable attorneys’ fees), solely to the extent such Liabilities are finally judicially determined by a court of competent jurisdiction to have resulted primarily from any claim, demand or allegation by a third party that Bondway.ai infringes or misappropriates any United States copyright or trade secret (except for claims for which Bondway is entitled to indemnification under Section 8.2, in which case Bondway will have no indemnification obligations with respect to such claim).  Bondway will have no liability or obligation under this Section 8.1 with respect to any Liability if such Liability is caused in whole or in part by: (a) modification of Bondway.ai by any party other than Bondway; (b) the combination, operation, or use of Bondway.ai with other product(s), data or services where Bondway.ai would not by itself be infringing; or (c) unauthorized or improper use of Bondway.ai.  This Section 8.1 states Bondway’ entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

8.2.             Indemnification by Customer.   Customer will indemnify, defend and hold Bondway and the officers, directors, agents, controlling persons, and employees of Bondway (“Bondway Indemnified Parties”) harmless from Liabilities (including reasonable attorneys' fees) arising in connection with, directly or indirectly: (a) Customer’s access or use of Bondway.ai; (b) the Customer Data, including Bondway’s use of the Customer Data in accordance with this Agreement; (c) Customer’s violation of this Agreement or any terms and conditions related to and/or governing use of any Third Party Services; or (d) Customer’s gross negligence, fraud, willful misconduct, or violation of Applicable Law.

8.3.             Action in Response to Potential Infringement.   If the use of Bondway.ai or any portion thereof by Customer has become, or in Bondway’s opinion is likely to become, the subject of any claim of infringement, Bondway may at its option and expense (a) procure for Customer the right to continue using Bondway.ai as set forth hereunder; (b) replace or modify Bondway.ai to make it non-infringing so long as Bondway.ai has at least equivalent functionality; (c) substitute an equivalent for Bondway.ai or (d) if options (a)-(c) are not reasonably practicable, terminate this Agreement.

8.4.             Indemnification Procedure. If a Customer Indemnified Party or a Bondway Indemnified Party (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section 8.1 or Section 8.2, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Action.  The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing.  Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

GOVERNMENT MATTERS. 

9.        Customer may not remove or export from the United States or allow the export or re-export of Bondway.ai, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, Bondway.ai (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

GENERAL.

10.1.          Force Majeure. No Party hereto will have any liability under this Agreement for such Party’s failure or delay in performing any of the obligations imposed by this Agreement to the extent such failure or delay is the result of any event beyond such Party’s reasonable control, including: (a) any fire, explosion, unusually severe weather, natural disaster or Act of God; (b) epidemic; any nuclear, biological, chemical, or similar attack; any other public health or safety emergency; any act of terrorism; and any action reasonably taken in response to any of the foregoing; (c) any act of declared or undeclared war or of a public enemy, or any riot or insurrection; (d) damage to machinery or equipment; any disruption in transportation, communications, electric power or other utilities, or other vital infrastructure; or any means of disrupting or damaging internet or other computer networks or facilities; (e)  any strike, lockout or other labor dispute or action; or (f) any action taken in response to any of the foregoing events by any civil or military authority.

10.2.          Severability. In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remainder will continue in effect, to the extent consistent with the intent of the Parties as of the Effective Date.  The terms and conditions of this Agreement are severable.  If any term or condition of this Agreement is deemed to be illegal or unenforceable under any rule of law, all other terms will remain in force.  Further, the term or condition which is held to be illegal or unenforceable will remain in effect as far as possible in accordance with the intention of the Parties as of the Effective Date.

10.3.          Relationship of the Parties.  Nothing in this Agreement will be construed to place the Parties in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties other than those rights to indemnification as provided in Section 8 hereof.  Neither Party will represent to the contrary, either expressly, implicitly or otherwise.

10.4.          Remedies. Each Party acknowledges that a breach by it of any of the terms of Section 5 may cause irreparable harm to the Discloser for which Discloser could not be adequately compensated by money damages. Accordingly, Recipient agrees that, in addition to all other remedies available to Discloser in an action at law, in the event of any breach or threatened breach by the Recipient of the terms of this Agreement, the Discloser may seek, from any court of competent jurisdiction and without the necessity of proving actual damages or posting any bond or other security, temporary and permanent injunctive relief, including specific performance of the terms of Section 5.

10.5.          Governing Law; Consent to Jurisdiction.  The law, including the statutes of limitation, of the State of New York will govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without giving effect to any conflicts-of-law or other principle requiring the application of the law of any other jurisdiction.  Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of New York and of the United States of America located in New York, New York for any litigation among the Parties hereto arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, and hereby irrevocably waives any objection to the laying of venue of any such litigation in such courts and agrees not to plead or claim in any such court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of such courts.

10.6.          Assignment; Delegation; Binding Effect. Neither Party may assign or transfer this Agreement in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, except that either Party may assign or transfer this Agreement without the written consent of the other Party to an affiliate or corporation or other business entity succeeding to all or substantially all the assets and business of the assigning Party to which this Agreement relates by merger or purchase.  Customer may not modify this Agreement in whole or in part.  Bondway may delegate its duties hereunder to any of its affiliates as necessary to perform its obligations hereunder, provided that Bondway will bear full liability and responsibility for their acts and omissions.  Any attempted assignment, delegation or transfer by a Party in violation hereof will be null and void.  Subject to the foregoing, this Agreement will be binding on the Parties and their successors and permitted assigns.

10.7.          Notices. All notices under this Agreement will be in writing and will reference this Agreement.  Notices will be deemed given: (a) when delivered personally; (b) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (c) by email for which receipt is confirmed; or (d) one (1) day after deposit with an internationally recognized commercial overnight carrier, with written verification of receipt.  All notices will be sent to the applicable address provided on the Proposal, or such other addresses subsequently communicated to the other Party in writing in accordance with this Section 10.7.

10.8.          No Waiver.  Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.9.          Complete Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. To the extent of any conflict or inconsistency between the provisions in the body of this Service Agreement and any applicable Proposal, the terms of this Service Agreement will prevail, unless the Proposal expressly amends a provision in this Service Agreement.