Terms of Service

SUBSCRIPTION AGREEMENT

This Subscription Agreement and any Order Form incorporated herein by reference (collectively, this “Agreement”), is entered into between Siro Technologies Inc., a Delaware corporation (“Siro”) and the subscriber identified below (“Subscriber”) (each a “Party” and collectively, the “Parties”). This Agreement is effective as of the earlier of (a) the subscription start date specified in the applicable Order Form (as defined below) or (b) the date on which Subscriber first accesses or uses the Siro Platform (the “Effective Date”). In the event of a conflict between the terms and conditions herein or the provisions in an attachment or Order Form, the terms and conditions in this Subscription Agreement shall control except as otherwise expressly set forth in such attachment or Order Form. BY ENTERING INTO AN ORDER FORM WITH SIRO, SUBSCRIBER AGREES TO BE BOUND BY THIS AGREEMENT. IF SUBSCRIBER DOES NOT ACCEPT ANY OF THE TERMS OF THIS AGREEMENT AND/OR DOES NOT MEET OR COMPLY WITH ITS PROVISIONS, SUBSCRIBER MAY NOT USE THE SIRO PLATFORM.

1. Provision of the Platform

1.1 Siro Platform.  Siro has developed and owns a certain proprietary cloud-based sales conversation intelligence platform designed to enable Subscriber to record, transcribe, analyze and share Subscriber’s sales team conversations (the “Siro Platform”).  The Siro Platform is provided on a subscription basis for the agreed-upon Subscription Term (as defined below) as set forth in an ordering document executed by Subscriber and accepted by Siro which incorporates the terms and conditions herein (“Order Form”). Siro may, in its sole discretion, accept or reject any Order Form executed by Subscriber. To access and use the Siro Platform, Subscriber must have an active Order Form in effect and is responsible at its own expense for obtaining its own Internet access, and any required hardware, software, or other technology.

1.2 Access to the Platform. Subject to the terms and conditions of this Agreement, and Subscriber paying all amounts owed under an Order Form, Siro shall grant Subscriber a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right for Permitted Users (as defined below) to access and use the Siro Platform solely for Subscriber’s business purposes during the Subscription Term. Subscriber is also bound by any further restrictions set forth in an Order Form. All rights not expressly granted to Subscriber herein are reserved by Siro and its licensors or other providers. A “Permitted User” shall mean an employee or independent contractor of Subscriber. Subscriber shall be liable for all acts and omissions of its Permitted Users.

1.3 Restrictions. Subscriber shall not (and shall not allow any Permitted User or third party to): (a) use the Siro Platform for the benefit of any third party, or to develop or market any product, software, or service that is functionally similar to or derivative of the Siro Platform, or for any other purpose not expressly permitted herein, (b) permit any non-Permitted User to access or use the Siro Platform, (c) sell, distribute, rent, lease, post, link, disclose, or provide access to the Siro Platform, directly or indirectly, to any third party, (d) alter, modify, create derivatives (or compilations or collective works) of, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any underlying software (including source code) or technology associated with the Siro Platform, (e) use any robot, spider, scraper or other automated means to access the Siro Platform, or engage in any scraping, data-mining, harvesting, screen-scraping, data aggregating or indexing of the Siro Platform, and (f) transmit personal data to the Siro Platform that is not necessary for Subscriber’s use of the Siro Platform. Subscriber shall be responsible for all acts and omissions of its Permitted Users while using the Siro Platform. Subscriber shall keep all passwords, login credentials, access codes, or other login information (collectively, “Login Credentials”) safe and secure. Subscriber is solely responsible for all access and use of the Siro Platform that occurs under such Login Credentials. Subscriber will promptly notify Siro of any misuse or unauthorized use of Login Credentials. The Order Form may also establish the geographic region in which the Siro Platform will be hosted. For purposes of this paragraph, any references to “Siro Platform” shall also include any related technical documentation provided or made available by Siro to Subscriber.

1.4 Subscriber Cooperation. Subscriber shall (and shall cause each Permitted User to): (a) reasonably cooperate with Siro in all matters relating to the Siro Platform and (b) respond promptly to any Siro request and provide the applicable information and documentation reasonably necessary for the provision of the Siro Platform and ensure such information and documentation are complete and accurate in all material respects.

1.5 Compliance; Consents. Subscriber shall comply with applicable local, state, federal, national and international laws, regulations and treaties, and Subscriber warrants that (a) it has obtained all rights in the Subscriber Data necessary to authorize Siro to input, process, distribute and display the Subscriber Data as contemplated by the Agreement, including without limitation any consents for the recording of any consumer and the collection of biometric data by the Platform; and (b) the Subscriber Data and Siro’s use thereof as contemplated by this Agreement will not violate any law or infringe any rights of any third party, including any intellectual property rights and privacy rights. Siro takes no responsibility and assumes no liability for the Subscriber Data.  Subscriber shall be solely responsible for the Subscriber Data.

1.6 Salesforce Integration. Solely to the extent that Subscriber enters into an Order Form to access the Siro Platform through an integration with a product or service offered by Salesforce, Inc. or any of its affiliates (“Salesforce”) to which Subscriber has an active subscription, the following terms shall apply:

a. Subscriber acknowledges and agrees that Subscriber is contracting solely with Siro and that this Agreement does not constitute a contractual relationship with Salesforce.

b. In the event that Subscriber enters into a trial or evaluation subscription, Subscriber’s registration information shall be disclosed to Salesforce and shall be used by Salesforce pursuant to its privacy policy, available at http://www.salesforce.com.

c. Subscriber acknowledges and agrees that in the event Siro ceases business and/or provision of the Siro Platform, Salesforce is under no obligation to provide the Partner Application, refund any fees paid by Subscriber to Siro, or to assume any relationship with Subscriber.

d. In the event Subscriber’s access to a Salesforce product or service is suspended or terminated due to Subscriber’s breach of any agreement with Salesforce or the expiration of such an agreement, Subscriber shall not be relieved of any payment obligations to Siro under an Order Form.

2. OWNERSHIP

2.1 Siro Technology. Subscriber acknowledges and agrees that as between Siro and Subscriber, all right, title, and interest in and to the Siro Platform (including any software, products, processes, algorithms, user interfaces, know-how, techniques, data, information, text, images, designs, sounds, music, videos, logos, compilations (meaning the collection, arrangement, and assembly of information), tangible or intangible technical material or information) and other content made available through the Siro Platform, other than Subscriber Data (as defined below), any related documentation, and all improvements and derivatives of the foregoing (including all trade secrets and other intellectual property and proprietary rights embodied therein or associated therewith) (collectively, “Siro Technology”) are and shall remain owned by Siro or its licensors or other providers, and this Agreement in no way conveys any right, title, or interest in the Siro Technology other than a limited right to use the Siro Platform in accordance with the terms and conditions herein. No right or license is granted hereunder to Subscriber under any trademarks, service marks, trade names, or logos. Subscriber shall not remove any proprietary notices or legends in the Siro Platform, any output thereof, or related documentation. 

2.2 Feedback. Subscriber, from time to time, may submit comments, information, questions, data, ideas, descriptions of processes, or other information relating to the Siro Technology to Siro (“Feedback”). Subscriber agrees that Siro may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise, provided Subscriber shall not be identified in connection with any such Feedback without Subscriber’s written consent in its sole discretion.

2.3 Subscriber Data. Siro acknowledges and agrees that as between Siro and Subscriber, Subscriber shall retain all of its right, title, and interest in and to the Subscriber Data, and this Agreement in no way conveys to Siro any additional rights in the Subscriber Data other than the limited right to use the Subscriber Data as provided herein. Subscriber hereby grants to Siro a limited, non-exclusive, royalty-free right to use, reproduce, manipulate, display, transmit, and distribute Subscriber Data to provide the Siro Platform to Subscriber, develop and improve the Siro Platform and other Siro services and perform its obligations and exercise its rights under this Agreement. For the avoidance of doubt, any improvements or modifications to the Siro Platform or other Siro products or services created by Siro in connection with the use of Subscriber Data shall be deemed Siro Technology. The content of Subscriber Data shall be Subscriber’s sole responsibility. Subscriber Data shall not include content that (a) is unlawful, illegal, or violates the rights of any third party, (b) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offense, or (c) could harm or disrupt the Siro Platform or another subscriber’s use of the Siro Platform. Siro may process, use, retain, and share anonymized and aggregated data derived from Subscriber’s and/or its Permitted Users’ access, use, and interaction with the Siro Platform and its features (“Usage Data”) for Siro’s legitimate business purposes, including, but not limited to, testing, security, troubleshooting, developing, creating, and operating the Siro Platform in Siro’s discretion. In addition, Siro may use anonymized and aggregated data derived from Subscriber Data or any other output of the Services (“Anonymized Data”) for analytics purposes, provided that Anonymized Data cannot identify or be used to identify Subscriber, any Permitted User, or any individual. Siro does and shall retain all right, title and interest in and to the Usage Data and Anonymized Data, and all intellectual property rights therein. As used herein, “Subscriber Data” means any data, information, or content which Subscriber or a Permitted Users inputs into, submits, or transmits to the Siro Platform and any data, information, or content created by the Siro Platform based on such Subscriber Data, excluding any Siro Technology therein. 

3. FEES AND PAYMENT

3.1 Fees. Subscriber shall pay all fees for the Siro Platform and any ancillary services as set forth in an Order Form. Siro may reasonably increase the fees for the Siro Platform and/or ancillary services each year of the Subscription Term except as otherwise set forth in an Order Form. All pricing terms in an Order Form are confidential, and Subscriber shall not disclose such term to any third party without Siro’s prior written consent. 

3.2 Taxes. All amounts due under any Order Form are non-cancellable, non-refundable, and exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind. Subscriber is responsible for taxes, duties and charges arising out of Subscriber’s use of the Siro Platform, which may be invoiced by Siro from time-to-time. Subscriber agrees to gross-up payments due to Siro for any tax related withholding or deduction required by applicable laws, such that Siro is paid the net amount contemplated under the applicable Order Form.

3.3 Payment Method. All payments hereunder shall be made without set off, withholding, or deduction of any kind. Subscriber shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law. Subscriber shall reimburse Siro for all costs and expenses, including attorneys’ fees, incurred in collecting any unpaid amounts owed by Subscriber. Subscriber acknowledges that Siro uses Stripe as its payment processor. By making any payment utilizing Stripe, Subscriber agrees to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms) and hereby consents and authorizes Siro and Stripe to share any information and payment instructions you provide to the minimum extent required to complete Subscriber’s payment transactions. 

3.4 Automatic Payment Authorization.  Subscriber authorizes Siro and its payment processors to automatically charge, debit, or otherwise process payment using any payment method Subscriber provides or has on file with Siro, including credit card, debit card, ACH, bank transfer, or other electronic payment method, for all fees, charges, taxes, and other amounts due under this Agreement. Subscriber represents that it is authorized to use each payment method provided and agrees to keep its payment information current and valid. Siro may process such payments on or after the applicable invoice date or other payment due date without further notice, unless required by applicable law. Any failure or rejection of payment will not relieve Subscriber of its payment obligations, and Subscriber will be responsible for any resulting fees, costs, or charges.

4. Term; Termination

4.1 Subscription Term. The term of this Agreement shall commence on the Effective Date and continue for as long as an Order Form remains in effect. The initial subscription term for the Siro Platform shall be set forth in an applicable Order Form. Unless otherwise set forth in an Order Form, such Order Form shall automatically renew an additional period of the same duration as the expiring subscription term unless Subscriber or Siro notifies the other party in writing at least 30 days prior to the end of the then-current subscription term of its desire not to renew. The initial subscription term and any renewal term are collectively referred to as the “Subscription Term”.

4.2 Termination for Breach. Either Party may terminate this Agreement (and any or all applicable Order Forms) if the other Party materially breaches this Agreement and does not cure such breach within thirty (30) days of receipt of the breach notice.

4.3 Termination for Insolvency. Either Party may terminate this Agreement (and all Order Forms) immediately if Subscriber becomes the subject of any voluntary or involuntary petition in bankruptcy or any voluntary or 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.  

4.4 Other Terminations. Siro may terminate this Agreement, or suspend or terminate Subscriber’s or its Permitted Users’ access to the Siro Platform under any or all Order Forms, at any time in its sole discretion, with or without notice, if (a) Subscriber is past due on any invoices and fails to cure within forty-eight (48) hours’ notice or (b) Siro has a good faith belief that Subscriber’s or any of its Permitted Users’ access or use of the Siro Platform violates any law or regulation or is disrupting other subscribers’ access to or use of the Siro Platform. 

4.5 Effect of Termination.  Upon any termination or expiration of this Agreement: (a) all rights granted to Subscriber hereunder shall terminate and Siro shall no longer provide access to the Siro Platform to Subscriber, and (b) Subscriber shall cease and cause its Permitted Users to cease using the Siro Platform. Any obligations (including payment obligations) that have accrued prior to termination or expiration of this Agreement shall survive such termination or expiration. Sections 2, 3, 4.5, 5.3, 6, 7, 8, and 9 will survive any termination or expiration of this Agreement.

5. Warranties and Disclaimer

5.1 Mutual. Each Party represents and warrants that: (a) it has the requisite power and authority to enter into and carry out the terms of this Agreement without the consent of any third party; (b) its performance under this Agreement will not conflict with any other obligation it may have to any third party; and (c) as of the Effective Date, there are no proceedings pending or, to the knowledge of a Party, threatened or reasonably anticipated that challenges or may have a material adverse effect on this Agreement.

5.2 Limited Warranties. Siro warrants that: (a) it will provide the Siro Platform in a competent and workmanlike manner and (b) the Siro Platform shall be free of viruses, bugs, malware, or other malicious code. In the event Siro breaches this Section 5.2, Subscriber’s sole remedy for such breach shall be that Siro will remedy the applicable error, or if Siro is unable to remedy the error in a timely manner, Siro shall terminate this Agreement and the applicable Order Form and refund to Subscriber actual damages up to a limit of the fees paid for the Siro Platform for the prior year during which the breach of warranty occurred. 

5.3 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 5.2, TO THE FULLEST EXTENT PERMITTED BY LAW, SIRO TECHNOLOGY IS PROVIDED “AS IS”. NEITHER SIRO NOR ANY OF ITS SUPPLIERS MAKES ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF DATA, TITLE OR NON-INFRINGEMENT. SIRO SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SIRO. SIRO DOES NOT WARRANT THAT THE SIRO PLATFORM WILL OPERATE ERROR FREE OR UNINTERRUPTED.  

6. Limitation of Liability

6.1 Disclaimer of Indirect Damages. EXCEPT AS SET FORTH IN SECTION 6.3, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUE, SAVINGS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SIRO TECHNOLOGY BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Damages Cap. EXCEPT AS SET FORTH IN SECTION 6.3, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES PAID BY SUBSCRIBER TO SIRO FOR THE SIRO PLATFORM UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SIRO SHALL HAVE NO LIABILITY TO ANY THIRD PARTY UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY PERMITTED USER.

6.3 Exclusions. NOTWITHSTANDING SECTION 6.1 OR SECTION 6.2, NOTHING IN THIS AGREEMENT SHALL LIMIT, IN ANY MANNER, THE LIABILITY OR DAMAGES ARISING FROM OR RELATED TO (A) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, (B) UNAUTHORIZED DISCLOSURE OR MISUSE OF THE SIRO TECHNOLOGY, OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 6 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. Indemnification

7.1 Siro Indemnification. Siro shall defend, indemnify, and hold harmless Subscriber and its directors, officers, employees, and agents from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) to the extent based on any claim that Subscriber’s or its Permitted Users’ authorized use of the Siro Platform infringes or misappropriates a third party’s intellectual property rights. If a court of competent jurisdiction or Siro reasonably determines that any such claim prevails or is likely to prevail, Siro may, at Siro’s sole discretion and expense: (a) procure the right for Subscriber to continue to use the Siro Platform; (b) replace or modify the Siro Platform so that it no longer infringes or misappropriates, as applicable, such patent or copyright; or (c) terminate this Agreement and refund any prepaid fees for the period subsequent to such termination, on a pro-rated basis.

7.2 Subscriber Indemnification. Subscriber shall defend, indemnify, and hold harmless Siro and its shareholders, directors, officers, employees, and agents from and against any and all Claims arising out of or relating to (a) Subscriber’s or any Permitted User’s use of the Siro Platform in violation of this Agreement or applicable law, (b) Subscriber’s actual or alleged breach of Section 1.5 of this Agreement or (c) Subscriber’s offerings or Subscriber Data.

7.3 Procedures. The obligations of each indemnifying Party are conditioned upon receiving from the Party seeking indemnification: (a) prompt written notice of the Claim (but in any event notice in sufficient time for the indemnifying Party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such Claim; and (c) reasonable cooperation as necessary for the indemnifying Party to evaluate, defend, and settle such Claim.

7.4 Exclusions. Siro’s obligations in Section 7.1 above shall not apply to any Claim to the extent arising out of or relating to: (a) misuse of the Siro Platform, (b) any modification or alteration of the Siro Platform not created or approved in writing by Siro, (c) any combination of the Siro Platform with any computer, software, service, or anything else not provided by Siro, but only to the extent such Claim would not have arisen but for such combination, (d) Siro’s compliance with specifications or other requirements of Subscriber, or (e) any third-party data or information or Subscriber Data. If the Siro Platform is or may be subject to a Claim described in Section 7.1 above, Siro may, at its cost and sole discretion: (i) obtain the right for Subscriber to continue using the Siro Platform as contemplated herein, (ii) replace or modify the Siro Platform so that it becomes non-infringing without substantially compromising its principal functions, or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement (and the applicable Order Form) and return to Subscriber any prepaid fees for the Siro Platform associated with the then-terminated Subscription Term. Siro’s obligations in this Section 7 are Siro’s sole obligations, and Subscriber’s sole remedies, in the event of any infringement of intellectual property rights by or related to the Siro Platform.

8. Confidentiality and Protection of Subscriber Data

8.1 Confidentiality. Each Party (as “Receiving Party”) hereto acknowledges that the Confidential Information of the disclosing party (“Disclosing Party”) constitutes valuable confidential and proprietary information. Each Party will (a) hold the Confidential Information of the other Party in confidence, (b) not disclose to any other person or use such Confidential Information or any part thereof, except in connection with the limited purpose of performing its obligations pursuant to the terms of this Agreement and except if compelled to do so under applicable law and has delivered a written notice to that effect to the Disclosing Party and taken all reasonable steps to avoid the disclosure of such Confidential Information, and (c) use at least the same degree of care with respect to the other Party’s Confidential Information as it uses to avoid the unauthorized use, disclosure or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care. Each Party will disclose the other Party’s Confidential Information, to the extent such disclosure is permitted under the terms of this Agreement, to its employees and agents on a “need to know” basis; provided in each case that such employees and agents are bound by confidentiality obligations similar to those in this Agreement.

8.2 “Confidential Information” means any proprietary information, trade secret and other information, which is disclosed by a Party to the other Party, whether tangible or intangible, including, but not limited to, the terms of this Agreement and information relating to the Siro Technology, technical and financial information and any improvements, enhancements, product specifications and plans, technical data, know-how, show-how, techniques, algorithms, routines, compositions, processes, formulas, methods, designs, design rules, drawings, flow charts, samples, inventions (whether reduced to practice or not), discoveries, concepts, ideas, past, current and planned research, development or experimental work, hardware, software (object code and source code), databases, systems, structures, architectures, current and planned distribution methods and processes, customer lists, current and anticipated customer requirements, price lists and market studies, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Siro’s Confidential Information includes but is not limited to, the features, functionality and content of the Siro Platform and any planned modifications or updates thereto, fees and pricing information. Confidential Information does not include information which (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party, which independent development can be shown by written evidence.

8.3 Treatment and Protection of Subscriber Data. Siro shall maintain reasonable physical, technical and organizational safeguards for Subscriber Data in Siro’s possession or control, materially consistent with industry standards.  The parties acknowledge and agree that, to the extent Siro processes personal data on behalf of Subscriber under this Agreement, such processing shall be governed by Siro’s Data Processing Addendum available at https://www.siro.ai/data-processing-addendum.

8.4 Return/Deletion of Subscriber Data. Siro will make recordings and transcripts generated within the Platform available to Subscriber for export through the functionality made available within the Siro Platform, which may include access through an application programming interface (API) or download, or other method at Siro’s reasonable discretion. Upon Subscriber’s request or following expiration or termination of the Agreement, Siro may delete Subscriber Data within sixty (60) business days, unless retention is required by applicable law or expressly permitted under this Agreement. Subscriber acknowledges and agrees that (a) Siro does not maintain backups of Subscriber Data following deletion, (b) Siro is not a data storage provider or hosting service, and (c) the Siro Platform is not intended to serve as a backup solution or long-term repository for Subscriber Data.

9. General

9.1 Modifications/Supplemental Terms; Other Offerings. The Siro Platform may be modified and evolve over time or new offerings may be added by Siro. Siro will use commercially reasonable efforts to identify material changes through documentation on Siro’s website, the Siro Platform, or through other electronic means. Siro may offer certain changes, improvements, or new features, functionality, or offerings that may be subject to additional fees and expenses and supplemental terms and conditions, which Siro will post on its website or the Siro Platform and will be incorporated by reference into this Agreement. If Subscriber objects to such supplemental terms and conditions, Subscriber will have no right to access or use the new improvements, features, or functions.

9.2 Assignment. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign this Agreement except upon the advance written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or sale of all or substantially all of the assignor’s assets, provided, that, the assignee agrees to be bound by the terms and conditions herein.

9.3 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

9.4 Governing Law; Jurisdiction and Venue. This Agreement, the interpretation hereof and all disputes arising out of or relating to this Agreement, shall be governed by the laws of the State of New York, without regard to any conflicts of law principles. The Parties hereby consent to the exclusive jurisdiction and venue in the federal or state courts located in the County of New York, State of New York. EACH PARTY WAIVES ANY OBJECTION (ON THE GROUNDS OF LACK OF JURISDICTION, FORUM NON CONVENIENS OR OTHERWISE) TO THE EXERCISE OF SUCH JURISDICTION OVER IT BY ANY SUCH COURTS. 

9.5 Injunctive Relief. Each Party acknowledges that its violation of any intellectual property rights or confidentiality obligations herein (including any limitations or restrictions on use of the Siro Technology) will cause substantial harm to the other Party that cannot be remedied by monetary damages. Accordingly, the harmed Party shall be entitled to seek injunctive relief or other equitable relief, for any such breach, without a requirement to post bond, in any court of competent jurisdiction. 

9.6 Notice. Siro may give notice by electronic mail to Subscriber’s e-mail address on record in Subscriber’s account information, or by written communication sent by first class mail or pre-paid post to Subscriber’s address on record in Subscriber’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Subscriber shall give notice to Siro (such notice shall be deemed given when received by Siro) at any time by any of the following: (a) letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to Siro at  50 W 23rd St, Suite 500, New York, NY 10010, addressed to the attention of: Legal; and (b) by email to security@siro.ai.

9.7 Amendments; Waivers. Siro may amend or modify the terms of this Agreement at any time. Subscriber’s continued access or use of the Siro Platform after the terms of this Agreement are revised constitutes Subscriber’s express consent to the modified Agreement. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING TO THE SIRO WEBSITE. Any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Notwithstanding the foregoing, no other amendment, change, or extension to this Agreement is valid or binding, unless approved in writing by Siro. A failure of either party to this Agreement to enforce at any time any of the provisions of this Agreement, or to require at any time performance of any of the provisions hereof, shall in no way affect the full right to require such performance at any time thereafter. No waiver shall be deemed a waiver of any other breach of the same or any other term or condition hereof.

9.8 Independent Contractors. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

9.9 Force Majeure. Except for Subscriber’s payment obligations hereunder, neither Party is, and may not be construed to be, in breach of this Agreement for any failure or delay in fulfilling or performing their obligations herein, when and to the extent such failure or delay is caused by or results from acts beyond a Party’s reasonable control, including: strikes, lock-outs, or other labor disputes; shortages of or inability to obtain labor, energy, or supplies, sanctions, war, terrorism, riot, civil unrest, or government action; failure of Internet connectivity or backbone or other telecommunications failures, in each case outside of Siro’s local network; any pandemic; any natural disaster, including earthquake, extraordinary storm or weather conditions; nuclear, chemical or biological contamination; and any explosion, fire and flooding; or other acts of God (each a “Force Majeure Event”). The Parties will use reasonable efforts to mitigate the effects of such Force Majeure Event.

9.10 Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

9.11 Use of Name. Except as otherwise agreed, Siro is permitted to (a) refer to Subscriber as a customer and (b) use Subscriber’s name and logo(s) in its marketing materials. Subscriber is permitted to use Siro’s name and logo in any press releases announcing this Agreement or the relationship between the parties. Each party shall comply with the trademark usage guidelines provided by the other party (if any).

9.12 Entire Agreement. This Agreement and all applicable Order Forms (including any applicable supplemental terms) make up the complete and exclusive understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.