Sayvant Master Subscription Agreement

This Sayvant Master Subscription Agreement (this “Agreement”) governs access to and use of the Sayvant Platform, which is owned and operated by Healthcare AI Automation Inc. d/b/a Sayvant and its Affiliates, with offices at 2261 Market Street Suite 86099, San Francisco, CA 94114 (“Sayvant”). This Agreement should be read together with the applicable Order Documentation for the products and services Subscriber may subscribe to from time to time. Use of such products and services is governed by the terms and conditions of this Agreement and the applicable Order Documentation.

1. DEFINITIONS. The Sayvant Platform is the proprietary information of Sayvant or its suppliers who retain exclusive title to their intellectual property rights in the Sayvant Platform.  Subscriber’s rights to the Sayvant Platform are limited to those expressly granted below and Sayvant reserves all rights not expressly granted in this Agreement.

1. “Affiliate” means an entity that a party directly or indirectly controls, is controlled by, or is under common control with a party.  For purposes of this definition, “control” means the possession, directly or indirectly, or control of more than 50% of the voting securities of an entity.
2. “Agreement” means this Agreement and any exhibits, addenda and/or Order Documentation attached or incorporated into this Agreement by reference.
3. “Confidential Information” means confidential information concerning the Sayvant Platform, Sayvant Products, Sayvant, Subscriber or any other Subscriber, any Transaction not previously disclosed to the public by Sayvant, and any trade secrets, technical information and business information transmitted to or acquired in the course of performance of this Agreement or the use of the Sayvant Platform.
4. “Documentation” means the user documentation, in written, electronic or other format, which describes the Sayvant Platform and its operation, which Sayvant makes generally available to its Subscribers for use with the Sayvant Platform. 
5. “Electronic Signature” means a unique electronic identification to be attached to each action undertaken on the Sayvant Platform.
6. “Sayvant Applications” shall mean those on-demand, web-based applications made available to Subscriber by Sayvant via a Subscription Service. Sayvant will host and operate the Sayvant Applications on computer servers accessible by Subscriber over the Internet.
7. “Sayvant Platform” means the web-based technology platform comprised of the Subscription Services.
8. “Subscriber” means the company accepting these terms with respect to its use of the Sayvant Platform, applicable Subscription Services and any related Professional Services.
9. “Subscriber Data” means all data transmitted by Subscriber to the Sayvant Platform.
10. “Order Documentation” means a mutually agreed written or electronic document that incorporates this Agreement by reference and identifies the specific products and services and rights to such granted by Sayvant to Subscriber hereunder and the fees and payment terms for such. Order Documentation includes Statements of Work to govern Professional Services ordered hereunder.  A Subscriber Affiliate may order Subscription Services and/or Professional Services by entering into Order Documentation referencing this Agreement provided that this Agreement governs all such orders and Affiliate complies with all Subscriber obligations referenced in this Agreement and the Order Documentation (“Affiliate Orders”). Subscriber agrees that it shall be responsible for the acts and omissions of its Affiliates with respect to Affiliate Orders.
11. “Professional Services” means any professional or consulting services provided by Sayvant to Subscriber as more fully described in an SOW.
12. “Subscription Services” means the services that are available through the Sayvant Platform on a subscription basis, as referenced in the relevant Order Documentation.
13. “Statement of Work” or “SOW” means the detailed written description(s) of the Professional Services incorporating this Agreement by reference.
14. “Subscription Term” means the period of time specified in the Order Documentation that Sayvant agrees to provide Subscriber access to the subscribed Subscription Services.

2. THE SAYVANT PLATFORM.

1. Sayvant Platform.  Use of the Sayvant Platform is available on a Subscribership-only basis.
2. Subscribership. Subscriber shall become a Subscriber of the Sayvant Platform by entering into this Agreement.   Third parties whom Subscriber appoints or authorizes to act on its behalf (i.e. an agent) or where applicable, such third party end users of the Subscriber’s access to the Sayvant Platform (e.g. physicians, patients, etc), solely as expressed in applicable Order Documentation, may also use the Sayvant Platform (“Authorized Users”), provided that Subscriber shall cause such Authorized Users to comply with the terms and conditions of this Agreement, and such use shall be at Subscriber’s sole risk.

3. Subscription to Subscription Services. Subscriber will subscribe to Subscription Services by executing Order Documentation which sets forth a Subscription Term and any other additional terms and conditions governing the use of the subscribed Subscription Services.  

3. USE OF THE SAYVANT PLATFORM
   1. Use of the Sayvant Platform and Fees. In exchange for payment to Sayvant of the fees referenced in any Order Documentation, and subject to Subscriber’s compliance with the terms and conditions of this Agreement, Sayvant hereby agrees to provide Subscriber with access to, and use of, the subscribed Subscription Services within the Sayvant Platform on a nonexclusive, non-transferable basis, solely during the Subscription Term set out in the applicable Order Documentation, solely for the subscribed usage rights for Subscriber’s internal business purposes.
   2. Conditions.  The rights granted to Subscriber in Section 3.1 are conditional upon Subscribers compliance with the following obligations:some text
      1. Subscriber will not copy the Sayvant Platform or Documentation, in whole or in part, except as expressly authorized in this Agreement.
      2. Subscriber will not transfer, assign, lease, lend or rent the Sayvant Platform or Documentation, use them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.
      3. Subscriber will not disassemble, decompile, reverse engineer, modify or create derivative works of the Sayvant Platform or Documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law.
      4. Subscriber will not allow access or use of the Sayvant Platform by, and will not display the Sayvant Platform user interfaces to anyone other than Authorized Users without Sayvant’s prior written consent.
      5. Subscriber will not disclose to any third party any comparison of the results of operation of the Sayvant Platform with other products or services.
      6. Subscriber will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Sayvant Platform as delivered by Sayvant.  Subscriber will reproduce such notices on all copies Subscriber is authorized to make of the Sayvant Platform or the Documentation.
      7. Subscriber will not use the Sayvant Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, malicious code, or material in violation of third-party privacy rights.
      8. Subscriber will not attempt to gain unauthorized access to the Sayvant Platform or its related systems or networks.
      9. Subscriber shall be responsible for the accuracy, quality and legality of Subscriber Data and of the means by which it acquired such. Subscriber shall use the Sayvant Platform for lawful purposes only and in compliance with all applicable laws and regulations, including, without limitation, export control, dangerous goods and anti-corruption laws and regulations of the United States and other jurisdictions.
   3. Feedback and Analytics.  Subscriber may choose to, but is not required to, provide suggestions, data, feedback and other information to Sayvant regarding possible improvements in the operation, functionality or use of the Sayvant Platform and related Sayvant products or services (“Feedback”).  Subscriber hereby grants to Sayvant a non-exclusive, perpetual, irrevocable, royalty-free and fully paid up license to use, copy, display, modify, create derivative works of and distribute any Feedback, and to make, have made, use, lease, sell, offer for sale, import, export or otherwise transfer any Sayvant product or service offering covered by any intellectual property rights in such Feedback solely for the purpose of (i) improving the operation, functionality or use of Sayvant’s existing and future product and service offerings and commercializing such offerings; and (ii) publishing aggregated statistics about Sayvant Platform transaction data, provided that no data in any such publication can be used to specifically identify Subscriber, subject to the terms of the Sayvant Privacy Policy.
   4. Service Levels and Support. During the term of this Agreement, Sayvant will maintain service levels and provide support services to Subscriber for the subscribed Subscription Services during the Subscription Term as set forth in the Order Documentation.
4. WARRANTIES
   1. Sayvant Warranties. Sayvant warrants (i) it has validly entered into this Agreement and has the legal power to do so; (ii) the Sayvant Platform will substantially conform to the functional specifications set forth in the applicable Documentation; (iii) for a period of ninety (90) days from the completion of the Professional Services, the Professional Services will be performed in a professional and workmanlike manner consistent with applicable industry standards, and (iv) Sayvant has used commercially available virus-detection software to scan the Sayvant Platform to ensure that it will not knowingly introduce malicious code into the Sayvant Platform.  If during the warranty period in (iii) above for Professional Services, Sayvant receives from Subscriber a written notice of the Professional Service’s non-conformance with the provisions set forth in this Section 4.1, Sayvant will, as Subscriber’s sole and exclusive remedy and Sayvant’s entire liability for any breach of the foregoing warranty, at its sole option and expense, promptly re-perform the non-conforming Professional Services or refund to Subscriber the fees paid for the non-conforming Professional Services.
   2. Subscriber Warranties. Subscriber warrants it has validly entered into this Agreement and has the legal power to do so.
   3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PARTIES SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
5. PROFESSIONAL SERVICES. If Sayvant provides any Professional Services to Subscriber, the Professional Services shall be governed by the SOW for such relevant Professional Services.  Unless otherwise set forth therein, material and associated intellectual property rights developed by a party prior to or outside of the scope of a Statement of Work (“Pre-Existing Material”) shall be, as between the parties, owned by the developing party. Sayvant shall own all rights, title and interest in all scripts, methodologies, processes, and documentation, and all intellectual property rights therein, developed during the provision of the Professional Services involving, but not limited to, the implementation, integration, and configuration of the Sayvant Platform or other products of Sayvant into Subscriber’s environment and/or the optimization of Subscriber’s use of the Sayvant Platform (collectively, the “Sayvant-Owned Work Product”). Sayvant hereby grants to Subscriber, for the Subscription Term applicable to the subscribed Subscription Services under the Agreement, a nonexclusive, worldwide, right to use, reproduce and create derivative works of any Pre-Existing Material owned by Sayvant and incorporated into deliverables of the Professional Services, and the Sayvant-Owned Work Product, for Subscriber’s internal business purposes to aid in Subscriber’s use of subscribed Subscription Services.
6. TERM AND TERMINATION
   1. Term. This Agreement, including all exhibits and addenda hereto, is effective until all subscriptions set forth in any Order Documentation incorporating this Agreement have expired or have been terminated by written notice from Sayvant or from Subscriber, which termination will not affect any obligation Subscriber may owe to Sayvant pursuant to separate Order Documentation.
   2. Termination.  Either party may terminate this Agreement if:  (a) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of same; (b) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (c) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary, proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
   3. Effect of Termination.  Upon termination or expiration of this Agreement or any Order Documentation, Sayvant will immediately cease providing access to the Sayvant Platform and Professional Services, if any, and all rights to use Confidential Information that are granted hereunder and thereunder shall terminate.  Upon termination of this Agreement or expiration of the Subscription Term in any Order Documentation, Subscriber will: (a) promptly return to Sayvant or destroy the applicable Sayvant Confidential Information and all copies and portions thereof, in all forms and types of media; and (b) promptly pay all fees owing up to the date of termination.
   4. Survival.  Sections 1, 3.2, 3.3, 4.3, 6.3, 6.4, 7.4, 8, 9, 10, and 12, will survive the termination or expiration of this Agreement or of any Order Documentation.
7. INDEMNIFICATION
   1. Subscriber Indemnification. Subscriber agrees to defend Sayvant, its officers, directors, employees, agents, authorized representatives and Affiliates (collectively, “Sayvant Parties”) against any third party claim, demand, suit or proceeding arising out of, related to, or alleging: (a) infringement of any intellectual property rights of a third party caused by Subscriber’s Data or Subscriber’s use of the Sayvant Platform in breach of this Agreement; (b) the provision of any medical care and treatment or other professional services by Client, any Authorized User or any unauthorized user using the Sayvant Applications; (c) a violation of applicable law and/or regulation including, without limitation, any telemedicine or other telehealth regulatory requirements, meaningful use requirements, privacy and security laws and; or (c) Subscriber’s failure to maintain secure access to the Sayvant Platform or Subscription Services in breach of this Agreement (“Claim Against Sayvant”).  Subscriber shall indemnify and hold Sayvant Parties harmless for any damages, attorney fees and costs finally awarded against Sayvant as a result of, or for any amounts paid by Sayvant under a court-approved settlement of, a Claim Against Sayvant; provided that Sayvant: (i) provides Subscriber with prompt written notice of the Claim Against Sayvant; (ii) gives Subscriber sole control of the defense and settlement of the Claim Against Sayvant (provided Subscriber may not settle any Claim Against Sayvant unless the settlement unconditionally releases Sayvant of all liability); and (iii) provides Subscriber all reasonable assistance as requested by Subscriber, at Subscriber’s expense.
   2. Sayvant Indemnification. Sayvant agrees to defend Subscriber, its officers, directors, employees, agents, authorized representatives and Affiliates (“Subscriber Parties”) against any third party claim, demand, suit or proceeding arising out of, related to, or alleging that the use of the Sayvant Platform or Subscription Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against Subscriber”), and shall indemnify Subscriber Parties for any damages, attorney fees and costs finally awarded against Subscriber as a result of a court-approved settlement of, a Claim Against Subscriber; provided that Subscriber: (A) provides Sayvant with prompt written notice of the Claim Against Subscriber; (B) gives Sayvant sole control of the defense and settlement of the Claim Against Subscriber (provided that Sayvant may not settle any Claim Against Subscriber unless the settlement unconditionally releases Subscriber of all liability); and (C) provides to Sayvant all reasonable assistance, at Sayvant’s expense. In the event of a Claim Against Subscriber, or if Sayvant reasonably believes that the Sayvant Platform or a Subscription Service may infringe or misappropriate the intellectual property rights of a third party, Sayvant may in its discretion and at no cost to Subscriber: (aa) modify the Sayvant Platform and/or the Subscription Service so that it no longer infringes or misappropriates, without breaching Sayvant’s warranties hereunder, (bb) obtain a license for Subscriber’s continued use of the Sayvant Platform and/or the Subscription Service in accordance with this Agreement, or (cc) terminate Subscriber’s subscription to the Sayvant Platform and/or the affected Subscription Service(s) upon thirty (30) days’ written notice and refund to Subscriber any prepaid and unused fees covering the remainder of the term of such subscription after the effective date of termination.
   3. Exclusions. Notwithstanding the terms of Section 7.2, Sayvant will have no liability for any infringement or misappropriation action or claim of any kind to the extent that it results from:  (a) modifications to the Sayvant Platform or Subscription Service made by a party other than Sayvant, if the infringement or misappropriation would not have occurred but for such modifications; (b) Subscriber’s failure to use updated or modified access to the Sayvant Platform or Subscription Services provided by Sayvant to avoid infringement or misappropriation; (c) Sayvant’s compliance with any designs or specifications provided by Subscriber; and (d)  Subscriber’s use of the Sayvant Platform or Subscription Service other than as authorized by this Agreement.
   4. THIS SECTION 7 STATES THE INDEMNIFYING PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY TYPE OF CLAIM DESCRIBED IN THIS SECTION.
8. CONFIDENTIALITY.  Subscriber and Sayvant shall use commercially reasonable efforts, no less than such party exercises for its own confidential or proprietary information, and to require its employees, consultants and authorized representatives to retain in confidence, except as necessary to carry out obligations under this Agreement, all Confidential Information of the other party, where disclosed or accessed hereunder. Subscriber and Sayvant recognize that its disclosure of Confidential Information of either party or other Subscribers could give rise to irreparable injury to either party or other Subscribers, inadequately compensable in damages and that, accordingly, each party or such other Subscriber(s) would be entitled to seek injunctive relief against the breach of the undertakings of confidentiality contained herein, in addition to any other available legal remedies. Confidential Information shall not include information that: (a) is already known to a party free of any obligation to keep it confidential; (b) becomes publicly known through no wrongful act of a party; or (c) is received by a party from a third party without any restriction on confidentiality. Notwithstanding the definition of Confidential Information in Section 1, any disclosure of a party hereto marked “Confidential” or the like or otherwise confirmed in writing as such within thirty (30) days of a disclosure, or if unmarked, where the recipient should reasonably understand the disclosure to be confidential or proprietary, shall be deemed Confidential Information.
9. PROPRIETARY RIGHTS.  The Sayvant Platform and Subscription Services are proprietary to Sayvant and all right, title and interest thereto remains with Sayvant. All proprietary and intellectual property rights of any nature regarding the Sayvant Platform, Subscription Services and any and all parts, copies, modifications, enhancements, improvements and processes included therein, and derivative works created therefrom are owned by, and shall remain the property of Sayvant. Subscriber acknowledges that the Sayvant Platform, Subscription Services and related materials were developed, compiled, prepared, arranged and created by Sayvant through expenditure of substantial time, effort and money and constitute valuable intellectual property and trade secrets of Sayvant. If Subscriber or a third party acting on its behalf creates applications or program code for use with the Sayvant Platform, Subscriber authorizes Sayvant to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Sayvant to carry out its obligations under this Agreement. Subject to the foregoing, unless otherwise agreed by the parties in writing, Sayvant acquires no right, title or interest from Subscriber under this Agreement in or to such applications or program code, including any intellectual property rights therein.
10. LIMITATION OF LIABILITY
    1. Cap on Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION SERVICE FEES PAID OR OWING BY SUBSCRIBER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. 
    2. Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE HEREUNDER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, LOST REVENUES, LOST PROFITS, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY).
    3. Exclusions. Notwithstanding anything to the contrary contained herein, this Agreement does not limit liability due to death or personal injury caused by gross negligence, liability due to fraudulent misrepresentations or willful misconduct; or obligations or liabilities set forth in (i) Section 3(b) Conditions, (ii) for third party claims set forth in Section 7 Indemnification, (iii) Section 9 Proprietary Rights; or Subscriber’s payment obligations to Sayvant in connection with Subscriber’s use of the Sayvant Platform.
    4. Commencement of Claims. Except for actions for non-payment or breach of either party's intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party more than one (1) year after the cause of action has accrued. 
11. GENERAL
    1. Publicity and Press Release.  Subscriber agrees that upon execution of this Agreement, Sayvant may list Subscriber as a Sayvant Subscriber on its website and in its marketing materials. Subscriber also agrees that the parties will issue a mutually agreed upon press release announcing that Subscriber has joined the Sayvant Platform.
    2. Governing Law. This Agreement shall be governed by the laws of the State of California, without giving effect to the conflict of laws principles thereof.  The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act (“UCITA”) are specifically excluded from application to this Agreement. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, that fail to be amicably settled between the parties shall be settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce then in effect, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
    3. Force Majeure.  Neither party shall be liable for any failure or delay in performance due to acts of force majeure, including without limitation, any governmental acts, terrorism, internet failure, acts of God, war or civil unrest, acts or omissions of third parties, equipment or power interruption, market or banking conditions, or other circumstance beyond the party’s reasonable control.  
    4. Suspension of Platform Access. Sayvant may, in its sole discretion, suspend Subscriber’s access to the Sayvant Platform in connection with Subscriber’s violation of applicable law or regulation, a breach of this Agreement, including non-payment of any fees due and owing under this Agreement (but excluding fees which Subscriber disputes reasonably and in good faith), or if Subscriber is listed on any “blacklist” published by the United States Government which identifies certain entities with whom U.S. companies are prohibited from doing business.
    5. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without the consent of the other party, to an Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any permitted assignment by Subscriber requires written notice to Sayvant and shall not amend the subscription rights granted in applicable Order Documentations without Sayvant’s written consent thereto. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
    6. Privacy. All Subscriber Data belongs to Subscriber and Sayvant makes no claim to any right of ownership in it, subject to the limited rights granted by Subscriber hereunder. All Subscriber Data shall be kept confidential and handled in accordance with Sayvant’s privacy policy found at: https://www.sayvant.com/privacy-policy. Notwithstanding anything to the contrary set forth therein, Subscriber hereby grants to Sayvant a worldwide, non-exclusive, limited license to use the Subscriber Data to the extent necessary to perform the Services. The foregoing license shall be terminated upon the termination of this Agreement, unless otherwise allowed and approved by Subscriber. Subscriber represents and warrants that Subscriber owns or all right, title and interest in and to the Subscriber Data or has a license granting it the rights necessary to permit it to grant the foregoing license. Sayvant may use Subscriber Data in an aggregated format with or without data provided by other third parties for any purposes not prohibited by applicable law, provided that it is not possible to identify Subscriber or Authorized Users from the data. Subscriber acknowledges and agrees that Sayvant is permitted to de-identify Subscriber Data and that any Subscriber Data that has been de-identified by Sayvant in accordance with the Health Insurance Portability and Accountability Act (“HIPAA”) Privacy Rule de-identification standard (“De-Identified Data”), shall not constitute Subscriber Data, and Sayvant may, both during and after the term of this Agreement, use and disclose such De-Identified Data for any purposes not prohibited by applicable law.
    7. Sayvant Terms of Use. Use of the Sayvant Platform and Subscription Services is subject to compliance with this Agreement and the Terms of Use available at https://www.sayvant.com/terms.
    8. Notices.  All notices required or permitted under this Agreement will be in writing.  Notices will be effective upon delivery if delivered in person and upon mailing if delivered by courier service, overnight delivery services or by a form of certified or express mail.  Notices affecting this Agreement as a whole will be sent to the addresses set forth above, if any, or to such other address of a party as such party may identify in writing; notices related to a particular transaction will be sent to the primary corporate addresses set forth in the Order Documentation or to such other address as Subscriber or Sayvant may notify the other party in writing.
    9. Export Control.  Subscriber agrees to comply fully with all relevant export laws and regulations, including those of the United States and the Subscriber States of the European Union.  These laws include restrictions on destinations, end-users and end use.  Subscriber will ensure that neither the Sayvant Platform, Subscription Services nor the Documentation, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. Subscriber will, at Sayvant’s request, demonstrate compliance with all such applicable export laws, restrictions, and regulations.
    10. Entire Agreement, Modification and Interpretation. This Agreement (and the documents referenced herein or documents otherwise agreed to by the parties as being incorporated into this Agreement) represents the entire understanding between the parties regarding Subscriber’s access and/or use of the Sayvant Platform.  It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement may not be modified, amended or waived except by a written instrument duly executed by both parties. No oral modification or waiver of any provisions of this Agreement shall be binding on either party.  Subscriber agrees that additional or different terms on Subscriber’s purchase order, if any, shall not apply. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
    11. Counterparts and Execution.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.  An originally executed version of this Agreement or any Addendum, Exhibit, attachment and Order Documentation, that is delivered by one party to the other party, as evidence of signature, by facsimile, or by electronic mail after having been scanned as an image file (including, Adobe PDF, TIF, etc.) shall, for all purposes hereof, be deemed an original signature and neither party shall have the right to object to the manner in which the Agreement was executed as a defense to the enforcement of the Agreement.
        

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