SaaS Licensing & Services Agreement

This SaaS Licensing Agreement (these “Terms and Conditions”) is incorporated into and forms part of the Sales Agreement (the “Agreement”) by and between RELY IQ, LLC, a South Carolina limited liability company (“Rely-IQ”), and the customer identified in the Agreement (the “Customer”). Capitalized terms used but not defined in these Terms and Conditions shall have the meanings assigned to them in the Agreement. By executing the Agreement or otherwise accessing or using the Platform or Services, Customer agrees to be bound by these Terms and Conditions.

1. GENERAL TERMS

These Terms and Conditions govern Customer’s access to and use of Rely-IQ’s Platform and related services made available under the Agreement, including any updates, upgrades, enhancements, and new features provided by Rely-IQ from time to time in accordance with the Contract Documents.

These Terms and Conditions are supplemented by (a) the Service Level Agreement attached as Addendum B (the “SLA”) and (b) any statement of work or supplemental agreement executed by the parties. In the event of a conflict among the Contract Documents, the Agreement shall control, unless the Agreement expressly provides otherwise.

Rely‑IQ does not operate as a full managed service provider. Any managed IT services, monitoring, help desk support, or system administration services provided by third-party partners are governed solely by the agreements between Customer and such partner providers. Rely-IQ shall have no responsibility or liability for the acts or omissions of such third-party service providers.

For purposes of these Terms and Conditions, (i) “Platform” means Rely-IQ’s proprietary cloud-based workforce enablement and logistics software platform, including related dashboards, applications, interfaces, and APIs (if any), together with any documentation, updates, enhancements, and other improvements made available by Rely-IQ to Customer; (ii) “Services” means access to the Platform and the Authorized Services selected by Customer under the Agreement or an applicable statement of work or supplemental agreement, together with onboarding, support, managed IT services, device logistics, and other services expressly agreed in writing by the parties pursuant to the Contract Documents; (iii) “Authorized Users” means Customer’s employees, contractors, and agents authorized by Customer to access and use the Platform on Customer’s behalf; and (iv) “Customer Data” means all data, information, and materials submitted to the Platform by Customer or its Authorized Users in connection with Customer’s use of the Services.

2. LICENSE; USE RESTRICTIONS; CUSTOMER RESPONSIBILITIES; OWNERSHIP

2.1 License Grant. Subject to Customer’s compliance with the Contract Documents and payment of all applicable fees, Rely-IQ hereby grants Customer, during the term of the Agreement, a limited, non-exclusive, non-transferable, and non-sublicensable right and license to access and use the Platform and Services solely for Customer’s internal business purposes and only by Authorized Users. All rights not expressly granted to Customer are reserved by Rely-IQ.

2.2 Use Restrictions. Customer shall not, and shall not permit any Authorized User or third party to, (a) provide access to the Platform or Services to any person other than Authorized Users, (b) make the Platform or Services available to any third party on a service bureau, time-sharing, hosting, application services provider, or similar basis, (c) copy, modify, translate, create derivative works of, distribute, sell, lease, sublicense, assign, or otherwise transfer any rights in the Platform or Services, (d) reverse engineer, decompile, disassemble, modify, adapt, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Platform (except to the extent such restriction is prohibited by applicable law), (e) conduct or permit any penetration testing, vulnerability scanning, or load testing of the Platform without Rely-IQ’s prior written consent, (f) take any action that interferes or attempts to interfere with the proper working of the Platform or Services or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Platform or Services, (g) take any action that circumvents, disables, or interferes or attempts to circumvent, disable, or interfere with security-related features of the Platform or Services or features that prevent or restrict use, access to, or copying of any data or enforce limitations on use of the Platform or Service, or (h) take any action that imposes or may impose, in Rely-IQ’s sole discretion, an unreasonable or disproportionately large load on the Platform or Service infrastructure. Customer shall not use the Platform or Services in violation of applicable law.

2.3 Customer Responsibilities. Customer shall be responsible for all use of the Platform and Services under Customer’s accounts, including any actions taken by Authorized Users or for any other person or entity authorized by, through or as a result of an act or omission by Customer (“Other User”), and for ensuring that Authorized Users comply with the Contract Documents. Any act or omission of any Authorized User or Other User will be deemed to be a breach of the Contract Documents by Customer.

2.4 Sensitive Data; Regulated Information. Customer acknowledges that the Platform and Services are not designed to serve as Customer’s primary regulatory compliance system. Customer is solely responsible for determining whether Customer’s use of the Platform and Services is appropriate for Customer’s intended purposes, including whether Customer will submit, store, process, or transmit any sensitive personal information or information subject to heightened legal requirements (including, where applicable, HIPAA). Customer shall remain responsible for compliance with all laws and regulations applicable to such information and to Customer’s use of the Platform and Services.

2.5 Data Privacy Compliance. Customer shall comply with all applicable laws concerning data privacy, data protection, and the transmission of personal data in connection with its use of the Platform and Services, including, to the extent applicable, the California Consumer Privacy Act of 2018, as amended, and the California Privacy Rights Act of 2020, together with related regulations and guidance.

2.6 Ownership. Rely-IQ is and will remain the exclusive owner of all right, title and interest in and to the Platform and Services, user materials, Rely-IQ’s Confidential Information, and all other specifications, manuals, tapes, programs, documentation, reports, systems, work product and/or other tangible or intangible material of any nature used, developed, provided or accessible to Customer in connection with the Contract Documents, including all intellectual property rights therein (the “Rely-IQ Materials”). Customer hereby acknowledges and agrees that the Rely-IQ Materials, including without limitation, Confidential Information, constitute and contain valuable proprietary products and trade secrets of Rely-IQ, embodying substantial creative efforts and confidential information, ideas, and expressions. The parties acknowledge that the Contract Documents in no way limit or restrict Rely-IQ from developing or marketing on its own or for any third party software or services, as from time to time constituted without payment of any compensation, or delivery of any notice, to Customer.

3. HOSTING; SUPPORT; AVAILABILITY.

Rely-IQ shall use commercially reasonable efforts to host the Platform and to make the Platform available to Customer during the term of the Agreement; provided, however, that Rely-IQ does not warrant or guarantee uninterrupted or error-free availability of the Platform. Customer acknowledges that support services and service level commitments, if any, are described in the SLA, and that the SLA sets forth Customer’s sole and exclusive remedies, if any, with respect to service levels.

For the avoidance of doubt, any unavailability, interruption, or degradation of the Platform resulting directly or indirectly from (a) acts of God or other events beyond Rely-IQ’s reasonable control; (b) failures of the internet or any public telecommunications network; (c) failures of Customer’s systems, networks, or equipment; (d) Customer’s breach of the Contract Documents; (e) scheduled maintenance or emergency maintenance; or (f) failures of third-party hosting providers or other third-party service providers outside of Rely-IQ’s reasonable control shall not constitute a breach of the Contract Documents.

Rely-IQ reserves the right to take down the Platform to conduct routine maintenance checks (“Scheduled Maintenance”) or emergency maintenance (“Emergency Maintenance”). Rely-IQ will use commercially reasonable efforts to perform Scheduled Maintenance outside of regular business hours. Rely-IQ will not be responsible for any damages or costs incurred by Customer, if any, for Scheduled Maintenance or Emergency Maintenance.

Rely-IQ will not be responsible or liable with respect to any issues arising from (i) unauthorized or improper use of the Services or Platform; (ii) modification, alteration or configuration of the Platform or Services by or for Customer that has not been authorized in writing by Rely-IQ; (iii) hardware, software, technology or intellectual property which has not been provided by Rely-IQ pursuant to the Contract Documents; (iv) communications facilities; (v) any breach of the Contract Documents by Customer, or any act or omission of any Authorized User which, if performed or omitted by Customer would be a material breach of the Contract Documents; and//or (vi) any act or omission of Customer or any Authorized User that prevents, delays, disturbs or interferes with Rely-IQ’s performance of its obligations hereunder.

4. CUSTOMER DATA; PRIVACY.

Customer acknowledges that Rely-IQ may process Customer Data, including any personal data contained therein, in order to provide, maintain, and improve the Services and to perform its obligations under the Contract Documents. Rely-IQ’s privacy policy (the “Privacy Policy”) can be found here. The Privacy Policy may be updated from time to time; provided that Rely-IQ shall not materially reduce the privacy or security protections applicable to Customer Data during the then-current term without Customer’s consent, except as required to comply with applicable law.

Customer Data processed through the Platform may include employee names and business contact information, shipping addresses for device delivery, device identifiers and status information, shipment tracking data, inventory records, onboarding and offboarding workflow records, and administrative user information. The Platform is not intended to store sensitive human resources data such as compensation, performance evaluations, or medical information.

Rely-IQ shall not be liable for the accuracy, completeness or authenticity of Customer Data furnished by Customer or any other third party, and shall have no obligation or responsibility to audit, check or verify the Customer Data. Customer shall transmit Customer Data by means of a secure network connection with Rely-IQ. Customer shall be responsible for acquiring at its own expense all equipment needed for such transmission unless otherwise agreed in writing by the parties. If equipment is not provided by Rely-IQ, then Customer equipment shall conform to Rely-IQ specifications and requirements. Customer shall bear all costs associated with the method of transmission used, including without limitation line rentals, installation charges, required deposits, long-distance charges, and/or related hardware, software and internet connectivity costs. Rely-IQ shall not be liable or responsible for any loss or delay of Customer Data, reports or any other information that pertains to Customer, the Platform or the Services during any period of transit or electronic transmission to or from Rely-IQ’s facility or other agreed delivery location if through no fault of Rely-IQ.

Customer acknowledges and agrees that Rely-IQ may create and use aggregated and de-identified data derived from Customer Data that does not identify Customer or any individual (“Aggregated Data”) for analytics, benchmarking, and service improvement purposes. Rely-IQ shall not sell or rent Customer’s Personal Data. Rely-IQ shall not disclose Customer’s identifiable information as a specific output, or identify Customer in benchmarking materials or other external materials, without Customer’s prior written consent, except as required by law.

Customer further acknowledges that Rely‑IQ does not access, monitor, or store the contents of Customer devices or Customer business data stored on such devices, except to the extent expressly requested by Customer in connection with device wiping or retirement services.

Customer further acknowledges that the Platform functions primarily as a logistics and asset coordination system and is not designed to store or process sensitive human resources records, device contents, or corporate data stored on end-user devices. Rely-IQ does not access or monitor the contents of devices except where expressly requested by Customer in connection with device wiping or retirement services.

5. CUSTOMER DATA; ACCEPTABLE USE; FEEDBACK.

5.1 Customer Data Responsibility; License. Customer is solely responsible for the accuracy, quality, and legality of Customer Data submitted to the Platform and for the means by which Customer acquired such Customer Data. Customer represents and warrants that it has all rights, permissions, and consents necessary to submit Customer Data to the Platform and to permit Rely-IQ to process Customer Data as contemplated by the Contract Documents. Customer hereby grants to Rely-IQ a limited, worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and use Customer Data solely as necessary to provide, maintain, secure, and improve the Services, to comply with applicable law, and to enforce the Contract Documents. Customer acknowledges that Customer is responsible for maintaining appropriate back-ups of Customer Data. Rely-IQ shall have no liability for any loss or corruption of Customer Data except to the extent caused by Rely-IQ’s gross negligence or willful misconduct.

5.2 Acceptable Use. Customer shall not, and shall not permit any Authorized User or third party to, use the Platform or Services to transmit, store, or process any Customer Data that (a) is unlawful, infringing, defamatory, or otherwise tortious; (b) contains malware, viruses, or other harmful code; (c) constitutes unsolicited or unauthorized advertising, marketing, or spam; or (d) otherwise violates applicable law or the Contract Documents. Rely-IQ may suspend access to the Platform or Services to the extent reasonably necessary to address security threats or unlawful use, and shall use commercially reasonable efforts to notify Customer of such suspension and to restore access promptly once the issue has been resolved.

5.3 Feedback. To the extent Customer or its Authorized Users provide suggestions, feedback, or recommendations regarding the Platform or Services (“Feedback”), Customer hereby grants to Rely-IQ a perpetual, worldwide, royalty-free, irrevocable license to use and incorporate such Feedback into the Platform, Services, or other products and services, without obligation to Customer; provided that Rely-IQ shall not publicly attribute Feedback to Customer without Customer’s consent.

5.4 Monitoring and Disclosure. Rely-IQ may monitor use of the Platform and Services as reasonably necessary to operate, secure, and support the Platform and Services, to prevent or address fraud or security incidents, to comply with applicable law, and to enforce the Contract Documents. Rely-IQ may disclose Customer Data to the extent required by law, subpoena, or court order, provided that, to the extent legally permitted, Rely-IQ shall provide Customer with prompt notice to allow Customer an opportunity to seek protective relief.

6. OPERATIONAL TERMS; COMMUNICATIONS; UPDATES.

6.1 Communications. Customer acknowledges that Rely-IQ may provide Customer with routine notices and other communications relating to the Platform or Services, including administrative messages, security advisories, and support-related communications, by electronic mail to the contact email addresses designated in the Agreement. For the avoidance of doubt, “Notices” (as defined in the Agreement) shall be delivered in accordance with the Notice provision set forth in the Agreement. Customer is responsible for maintaining current contact information and ensuring that such communications are not blocked by Customer’s systems.

6.2 Account Security. Customer shall be responsible for maintaining the confidentiality of all credentials and access methods used by Customer and its Authorized Users to access the Platform and Services and shall promptly notify Rely-IQ upon becoming aware of any unauthorized access, compromise, or suspected security incident involving Customer’s accounts.

6.3 Updates. Rely-IQ may implement updates, upgrades, enhancements, and modifications to the Platform and Services from time to time, including changes intended to improve functionality, security, or performance. Customer acknowledges that such updates may be deployed automatically or with reasonable notice and that Customer’s continued access to and use of the Platform and Services is subject to such updates, provided that Rely-IQ shall not materially diminish the overall core functionality of the Platform during the then-current term as a whole, except as required to address security issues, prevent abuse, maintain compliance with applicable law, or comply with third-party provider requirements.

6.4 Future Features; Beta Services. From time to time Rely-IQ may make available new, beta, preview, or experimental features or services (“Beta Services”). Beta Services are provided for evaluation purposes only and may be modified or discontinued at any time without notice. Rely-IQ makes no commitments regarding future product functionality, feature availability, or development timelines, and Customer acknowledges that any statements regarding product roadmap or planned features are informational only and not binding commitments.

7. DISCLAIMER OF WARRANTIES

7.1 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT DOCUMENTS, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RELY-IQ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. RELY-IQ DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR THE SELECTION OF THE PLATFORM AND SERVICES TO ACHIEVE CUSTOMER’S INTENDED RESULTS AND FOR ITS USE OF THE RESULTS OBTAINED FROM THE PLATFORM AND SERVICES. RELY-IQ DOES NOT WARRANT THAT THE PLATFORM OR SERVICES MEET CUSTOMER’S REQUIREMENTS.

7.2 Regulatory and Legal Compliance. RELY-IQ DOES NOT REPRESENT OR WARRANT THAT CUSTOMER’S USE OF THE PLATFORM OR SERVICES WILL SATISFY OR ENSURE CUSTOMER’S COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE PLATFORM AND SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

8.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RELY-IQ, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE CONTRACT DOCUMENTS OR THE PLATFORM OR SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELY-IQ’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE CONTRACT DOCUMENTS OR THE PLATFORM OR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The parties acknowledge that the fees reflect the allocation of risk set forth in the Contract Documents and that the limitations set forth in this Section constitute an essential basis of the bargain.

8.2 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Rely-IQ and its affiliates and their respective directors, officers, employees, and agents from, defend Rely-IQ against, pay any final judgments award against Rely-IQ, and pay all of Rely-IQ’s costs and attorneys’ fees resulting from any third-party claims, demands, suits, or proceedings, and any related liabilities, damages, losses, and expenses arising out of or relating to (a) Customer Data or Customer’s use of the Platform or Services in violation of the Contract Documents or applicable law, (b) any allegation that Customer Data infringes, misappropriates, or violates the intellectual property or other rights of a third party, (c) Customer’s breach of the Contract Documents, (d) Rely-IQ’s compliance with Customer’s instructions, or (e) the conduct of any business in connection with the use of the Platform or Services.

Rely-IQ shall promptly notify Customer of any claim subject to indemnification (provided that a failure to provide prompt notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced). Customer shall control the defense and settlement of the claim; provided that Customer may not settle any claim in a manner that imposes any liability or obligation on, or admits fault by, Rely-IQ without Rely-IQ’s prior written consent (not to be unreasonably withheld). Rely-IQ may participate in the defense with counsel of its choosing at its own expense.

9. CHANGES

Rely-IQ may update these Terms and Conditions from time to time upon reasonable notice to Customer. Any such update shall apply prospectively and shall not materially diminish Customer’s rights or the privacy or security protections applicable to Customer Data during the then-current term of the Agreement, except as required to comply with applicable law, address security issues, prevent abuse, or maintain compatibility with third-party providers.

Rely-IQ may modify the Platform or Services from time to time in the ordinary course of business, including by adding, removing, or altering features, provided that Rely-IQ will not materially reduce the overall core functionality of the Platform during the then-current term of the Agreement. Nothing in this Section shall limit Rely-IQ’s rights to suspend or terminate access to the Platform or Services as otherwise permitted under the Contract Documents.

In the event of any conflict between these Terms and Conditions and the Agreement, the Agreement shall control.

10. TERMINATION; SUSPENSION; LIQUIDATED DAMAGES

Either party may terminate the Contract Documents upon written notice if the other party materially breaches the Contract Documents and fails to cure such breach within thirty (30) days after receiving written notice of such breach. Either party may also terminate the Contract Documents immediately upon written notice if the other party becomes insolvent, files for bankruptcy protection, makes an assignment for the benefit of creditors, or otherwise ceases to conduct business in the ordinary course. Notwithstanding the foregoing, Rely-IQ may terminate the Contract Documents or any applicable SOW upon written notice to Customer if Customer violates the scope or any restriction on its license under Section 2 above or its obligations hereunder with respect to Confidential Information.

Rely-IQ may suspend Customer’s access to the Platform or Services upon written notice if Customer fails to pay undisputed fees when due or otherwise materially violates the Contract Documents; provided that Rely-IQ shall use commercially reasonable efforts to provide Customer with notice and an opportunity to cure prior to suspension, unless immediate suspension is reasonably necessary to prevent security risks, unlawful activity, or material harm to the Platform or other customers. Notwithstanding anything to the contrary in these Terms and Conditions, any suspension of Services arising from Customer’s failure to make timely payment shall be governed by the suspension provisions set forth in the Agreement.

Upon termination of the Contract Documents for any reason, Customer shall immediately cease using the Platform and Services. Any fees or other payment obligations accrued prior to the effective date of termination shall remain due and payable, and any provisions that by their nature should survive termination shall survive, including provisions relating to intellectual property, limitations of liability, indemnification, and dispute resolution.

Nothing in this Section shall limit any termination rights set forth in the Agreement.

With respect to orders under certain SOWs, the Fees for Services under such applicable SOWs and the Contract Documents were determined by mutual agreement based upon certain assumed volumes of processing activity and the length of the term of the Contract Documents and such applicable SOWs. Customer acknowledges that without the certainty of such revenue during the remainder of such term, Rely-IQ would have been unwilling to provide Services at the prices set forth in the Contract Documents. The parties agree that it would be difficult or impossible to ascertain Rely-IQ’s actual damages for a breach of the Contract Documents by Customer resulting in a termination of the Contract Documents or such applicable SOWs before the end of the term. Accordingly, in the event of a termination of the Contract Documents or such applicable SOWs by Rely-IQ under any of the provisions of this Section, Customer agrees to pay Rely-IQ as liquidated damages the amounts set forth under such applicable SOWs. The parties acknowledge and agree that, after taking into account the terms of the Contract Documents and all relevant circumstances at the date hereof, the amount of liquidated damages payable by Customer as set forth in such applicable SOWs is a reasonable and genuine estimate of the actual non-out-of-pocket damages which Rely-IQ would suffer if Rely-IQ were to fail to receive Customer’s business for the remainder of the term under such applicable SOWs, and, in any event, does not constitute a penalty. Despite the foregoing, nothing in the Contract Documents shall limit Rely-IQ’s right to recover from Customer: (a) any amounts for which Customer is liable under the Contract Documents; (b) any payment under any indemnification provision of the Contract Documents; or (c) any incremental out of pocket costs incurred by Rely-IQ from the termination, such as severance costs.

11. EFFECT OF TERMINATION

Upon termination for any reason, all licenses granted hereunder will automatically terminate, and Rely-IQ may immediately disable and discontinue Customer’s access to and use of the Platform and Services without additional notice to Customer. Customer will return to Rely-IQ all materials it has acquired pertaining to the Platform and Services or any Confidential Information. Upon request, Customer will provide to Rely-IQ a certification of destruction by an authorized officer of Customer. In addition, all fees and payment obligations of Customer will become immediately due and payable.

12. GOVERNING LAW

These Terms and Conditions and any dispute arising out of or relating to the Contract Documents shall be governed by and construed in accordance with the laws specified in the Agreement, without regard to conflict-of-law principles.

13. DISPUTE RESOLUTION

Any dispute, claim, or controversy arising out of or relating to the Platform, the Services, or the Contract Documents shall be resolved through binding arbitration administered in accordance with the Federal Arbitration Act. The arbitrator shall apply the governing law specified in the Agreement.

The arbitration shall be conducted in the State of South Carolina unless the parties mutually agree otherwise. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies from a court of competent jurisdiction to prevent or address actual or threatened misuse of the Platform, infringement of intellectual property rights, or other conduct that may cause irreparable harm.

The parties agree that any dispute shall be brought solely in their individual or corporate capacities and not as a plaintiff or class member in any purported class or representative proceeding. Each party hereby waives any right to a trial by jury or to participate in a class action with respect to any dispute arising out of or relating to the Contract Documents.

14. GENERAL

The Contract Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, negotiations, representations, and communications, whether written or oral, relating thereto. If any provision of the Contract Documents is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

Customer shall not assign, delegate, or transfer the Contract Documents, whether voluntarily, by operation of law, or otherwise, without Rely-IQ’s prior written consent. Any purported assignment in violation of this Section shall be null and void. Rely-IQ may assign the Contract Documents without Customer’s consent to any affiliate, to any successor in connection with a merger, consolidation, reorganization, change of control, or sale of all or substantially all of Rely-IQ’s assets, or to a secured lender in connection with a financing transaction.

The Contract Documents may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically (including by PDF or other electronic means) shall be deemed original signatures for all purposes.

15. CONFIDENTIALITY

Each party acknowledges that, in connection with the Contract Documents, it may receive or have access to certain non-public, confidential, or proprietary information of the other party, including business plans, pricing, software functionality, technical information, customer information, operational processes, or other information that reasonably should be understood to be confidential under the circumstances (“Confidential Information”).

Each party agrees that it shall:

(a) use the Confidential Information solely for purposes of performing or receiving the Services under the Contract Documents;
(b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and
(c) not disclose Confidential Information to any third party except to employees, contractors, advisors, or service providers (“Representatives”) who have a legitimate need to know such information and who are bound by confidentiality obligations no less protective than those contained herein.

The receiving party shall remain responsible to the disclosing party for acts or omissions of such Representatives that if committed by the receiving party would constitute a violation of the receiving party’s confidentiality obligations hereunder. Customer shall not disclose the terms and conditions of the Contract Documents, including without limitation, pricing, to any third party without Rely-IQ’s prior written consent.

Confidential Information shall not include information that:

(i) becomes publicly available through no fault of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is independently developed without reference to the disclosing party’s Confidential Information; or (iv) is lawfully obtained from a third party without restriction.

If disclosure of Confidential Information is required by law, regulation, or court order, the receiving party shall provide prompt notice to the disclosing party (to the extent legally permitted) to allow the disclosing party to seek appropriate protective measures and, at the disclosing party’s request and expense, cooperate with the disclosing party’s efforts to seek such protective measures.

Upon termination of the Contract Documents, each party shall, upon request, return or destroy the other party’s Confidential Information, except to the extent retention is required for legal, regulatory, or archival purposes.

The obligations in this Section shall survive termination of the Contract Documents for a period of three (3) years, provided that trade secrets shall remain protected for so long as they retain their trade secret status under applicable law.

The receiving party acknowledges that the disclosing party has the right to take all reasonable steps to protect the disclosing party’s Confidential Information, including without limitation, seeking injunctive relief and/or any other remedies that may be available at law or in equity, all of which remedies shall be cumulative and in addition to any rights and remedies available by contract, law, rule, regulation or order. Any requirements for a bond in connection with any such injunctive or other equitable relief are hereby waived by both parties.