Docxster SAAS Agreement

1. AGREEMENT STRUCTURE AND ACCEPTANCE

1.1 Order Forms

Customer’s purchase of Docxster services will be documented through one or more order forms, quotes, proposals, or similar purchasing documents issued by Docxster and accepted by Customer (each, an “Order Form”).

Each Order Form will identify the applicable subscription, pricing, subscription term, applicable products or services, and any other commercial terms specific to that Customer.

1.2 Incorporation of Agreement

By signing an Order Form, Customer agrees to be bound by this Agreement, the applicable Order Form, and any documents expressly incorporated into the Order Form.

Unless otherwise stated in an Order Form, the following documents form part of the contractual relationship between the Parties:

1. this SaaS Agreement;

2. the applicable Order Form;

3. the applicable Service Level Agreement (“SLA”);

4. the applicable Data Processing Addendum (“DPA”), where applicable; and

5. any other document expressly incorporated by reference into the applicable Order Form.

The current SLA, DPA, and Documentation are available upon request. Unless the Order Form states otherwise, the versions of the SLA and DPA in effect on the Effective Date apply to that Order Form.

1.3 Acceptance Through Electronic Signature

Customer’s electronic signature, acceptance, or other legally valid electronic execution of an Order Form constitutes Customer’s agreement to this Agreement and all documents expressly incorporated into that Order Form.

Customer represents that the individual accepting or signing the Order Form is authorized to bind Customer to this Agreement.

1.4 Order of Precedence

If there is a conflict between documents forming part of the Agreement, the following order of precedence will apply:

1. the applicable Order Form, solely with respect to the specific terms stated in it, and only where it expressly identifies the provision of this Agreement that it overrides;

2. the DPA, solely with respect to the processing of Personal Data;

3. the SLA, solely with respect to service levels and support commitments;

4. this SaaS Agreement; and

5. any other incorporated document.

An Order Form does not override this Agreement unless it expressly identifies the provision being overridden.

1.5 No Other Terms

Purchase orders, vendor onboarding documents, procurement portals, or other Customer-issued documents will not modify or supplement this Agreement unless expressly accepted in writing by an authorized representative of Docxster.

Any additional or conflicting terms contained in a Customer purchase order or similar document are rejected and will have no effect unless expressly agreed to by Docxster.

2. DEFINITIONS

For purposes of this Agreement:

“Authorized User” means an individual whom Customer has authorized to access and use the Services under Customer’s account.

“Customer Data” means information, documents, files, records, content, and other data submitted to or processed through the Services by or on behalf of Customer.

“Documentation” means Docxster’s user guides, technical documentation, and other documentation made available by Docxster concerning the Services.

“Effective Date” means the date of the applicable Order Form as stated in it or, if no date is stated, the date on which Customer signs or otherwise accepts it.

“Personal Data” means information that identifies or relates to an identified or identifiable individual and is protected as personal information or personal data under applicable law.

“Services” means the Docxster software-as-a-service platform and related services identified in an applicable Order Form.

“Subscription Term” means the period during which Customer is authorized to access and use the Services as specified in an Order Form.

“Third-Party Services” means products, applications, platforms, APIs, or services provided by third parties that integrate with or are accessible through the Services.

3. ACCESS TO THE SERVICES

3.1 Subscription Right

Subject to Customer’s compliance with this Agreement and payment of applicable fees, Docxster grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer’s internal business purposes.

Customer’s internal business purposes include processing documents and data relating to Customer’s own clients, customers, and counterparties in the ordinary course of Customer’s business (for example, as a customs broker, freight forwarder, or lender), provided that Customer does not resell, sublicense, or provide direct access to the Services to those third parties except as authorized by Docxster.

3.2 Authorized Users

Customer may permit Authorized Users to access the Services subject to the applicable subscription limits.

Customer is responsible for:

• ensuring that its Authorized Users comply with this Agreement;

• maintaining the confidentiality of account credentials;

• preventing unauthorized access to Customer’s account; and

• all activity conducted through Customer’s accounts.

Customer must promptly notify Docxster if it becomes aware of unauthorized access or suspected compromise of an account.

3.3 Account Information

Customer agrees to provide accurate, current, and complete information necessary to establish and maintain its account.

Customer is responsible for keeping account information current.

4. CUSTOMER RESPONSIBILITIES

Customer is responsible for its use of the Services and agrees to:

1. use the Services only for lawful business purposes;

2. comply with all applicable laws and regulations;

3. obtain all necessary rights, permissions, consents, and authorizations relating to Customer Data;

4. ensure that Customer Data submitted to the Services may lawfully be processed by Docxster;

5. maintain appropriate access controls for Authorized Users;

6. protect account credentials from unauthorized disclosure;

7. review outputs and results generated or processed by the Services before relying upon them for business, legal, financial, regulatory, or operational decisions;

8. maintain appropriate backups of Customer Data where appropriate to Customer’s business requirements;

9. ensure that its use of Third-Party Services complies with the applicable third-party terms; and

10. promptly notify Docxster of any suspected security incident involving Customer’s account.

Customer is responsible for the accuracy, legality, integrity, and quality of Customer Data submitted to the Services.

5. ACCEPTABLE USE

Customer will not, and will not permit any third party to:

1. reverse engineer, decompile, disassemble, or attempt to derive source code from the Services except to the extent expressly permitted by applicable law;

2. copy, reproduce, modify, or create derivative works of the Services except as expressly permitted by this Agreement;

3. rent, lease, sell, resell, sublicense, distribute, or commercially exploit the Services except as expressly authorized by Docxster (including as described in Section 3.1);

4. circumvent usage limits, authentication mechanisms, or security controls;

5. access the Services for the purpose of developing a competing product or service;

6. use the Services to transmit malicious code, malware, viruses, or other harmful material;

7. interfere with the integrity, availability, or performance of the Services;

8. attempt to gain unauthorized access to the Services or another customer’s account;

9. use the Services in violation of applicable law;

10. submit data that Customer does not have the legal right to submit or process; or

11. use the Services in a manner that creates an unreasonable security, legal, or operational risk to Docxster or its customers.

Docxster may suspend access to content or activity that reasonably appears to violate this Section, subject to the suspension provisions of this Agreement.

6. CUSTOMER DATA

6.1 Ownership

As between the Parties, Customer retains all right, title, and interest in Customer Data.

Docxster does not acquire ownership of Customer Data by providing the Services.

6.2 License to Process Customer Data

Customer grants Docxster a limited, worldwide, non-exclusive license to host, copy, transmit, process, modify, and otherwise use Customer Data solely to:

1. provide, maintain, secure, and support the Services;

2. prevent or address technical, security, or operational problems;

3. comply with applicable law;

4. enforce this Agreement; and

5. perform other functions expressly authorized by Customer.

6.3 Customer’s Authority

Customer represents and warrants that it has all rights, permissions, and legal authority necessary for Docxster to process Customer Data as contemplated by this Agreement.

6.4 AI and Machine Learning

Neither Docxster nor its sub-processors will use Customer Data to train, fine-tune, or improve any artificial-intelligence or machine-learning model, except (a) models used solely to provide the Services to Customer, or (b) as expressly agreed to by Customer in writing.

Docxster will require any sub-processor that provides artificial-intelligence services involving Customer Data to refrain from retaining Customer Data longer than needed to provide those services and from using Customer Data to train its own models.

Where Docxster uses machine-learning or artificial-intelligence technologies to provide features of the Services, Customer remains responsible for reviewing outputs and determining whether those outputs are suitable for Customer’s intended use.

6.5 Customer Data Security

Docxster will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction.

Additional security commitments may be described in Docxster’s applicable security documentation, DPA, or SLA.

6.6 Usage Data

Docxster may collect and use technical and usage information about the operation and performance of the Services that does not contain the content of Customer Data and does not identify Customer, any Authorized User, or any individual (“Usage Data”) to operate, secure, support, and improve the Services.

As between the Parties, Docxster owns Usage Data.

7. DATA PROCESSING AND PRIVACY

Where Docxster processes Personal Data on behalf of Customer, the Parties will comply with the applicable Data Processing Addendum.

The DPA, where applicable, governs the Parties’ respective obligations concerning the processing of Personal Data and will control over this Agreement to the extent of any conflict concerning such processing.

Customer is responsible for determining whether its use of the Services complies with privacy and data-protection laws applicable to Customer and its activities.

Docxster’s privacy practices are described in the Docxster Privacy Policy available at https://www.docxster.com/privacy.

Docxster will maintain a current list of the sub-processors that process Customer Data, including providers of artificial-intelligence services, available at [Sub-processor List URL] or upon request. Docxster will bind each sub-processor to written obligations regarding Customer Data that are no less protective than those in this Agreement, and will remain responsible for its sub-processors’ performance of those obligations.

Docxster will give Customer notice of new sub-processors as described in the DPA.

8. CONFIDENTIALITY

8.1 Confidential Information

“Confidential Information” means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Confidential Information includes:

• business plans;

• pricing;

• product information;

• technical information;

• security information;

• Customer Data;

• financial information;

• trade secrets; and

• non-public information concerning either Party’s customers or operations.

8.2 Obligations

The receiving Party will:

1. use Confidential Information only for purposes of performing or exercising rights under this Agreement;

2. protect Confidential Information using reasonable measures; and

3. disclose Confidential Information only to employees, contractors, professional advisors, and service providers who have a legitimate need to know and are bound by confidentiality obligations.

8.3 Exclusions

Confidential Information does not include information that the receiving Party can demonstrate:

1. was publicly available without breach of this Agreement;

2. was lawfully known before disclosure;

3. was independently developed without use of the Confidential Information; or

4. was lawfully obtained from a third party without a confidentiality obligation.

8.4 Required Disclosure

A Party may disclose Confidential Information when required by law, regulation, or valid legal process, provided that, where legally permitted, it provides reasonable notice to the other Party and reasonably cooperates with efforts to obtain confidential treatment.

9. SECURITY

Docxster will maintain commercially reasonable security controls appropriate to the nature of the Services.

Docxster may maintain and periodically update security policies, procedures, technical safeguards, and operational controls.

Customer acknowledges that no system or method of electronic transmission or storage can be guaranteed to be completely secure.

Customer is responsible for implementing appropriate security practices within its own environment, including appropriate account access controls and credential management.

Docxster will notify Customer without undue delay, and in any event within 72 hours, after confirming a security incident that results in unauthorized access to or disclosure of Customer Data. Docxster’s notice will describe the incident and the information reasonably available about it, and Docxster will provide updates as further relevant information becomes available.

10. SERVICE AVAILABILITY AND SUPPORT

Docxster’s service availability and support commitments are governed by the applicable SLA.

Unless otherwise expressly stated in an Order Form or SLA, Docxster does not guarantee uninterrupted or error-free operation of the Services.

Scheduled maintenance, emergency maintenance, outages caused by Third-Party Services, Customer systems, internet infrastructure, misuse, or circumstances outside Docxster’s reasonable control may be excluded from applicable availability calculations as specified in the SLA.

11. CUSTOMER SUPPORT AND ISSUE RESOLUTION

Customer may report technical issues through the support channels designated by Docxster.

Docxster will reasonably assess reported issues and classify them according to severity.

Docxster will use commercially reasonable efforts to investigate and resolve confirmed defects in accordance with the applicable SLA.

Customer agrees to provide reasonably requested information, logs, examples, access, and cooperation necessary for Docxster to investigate an issue.

Docxster is not responsible for delays caused by Customer’s failure to provide information or cooperation reasonably required to investigate or resolve an issue.

12. ESCALATION PROCEDURE

If Customer believes that an issue has not been adequately addressed through ordinary support channels, Customer may escalate the issue through the escalation process described in the applicable SLA or support documentation.

Escalations may include escalation to:

1. the appropriate support representative;

2. a technical or engineering representative;

3. a customer success or account representative; and

4. appropriate Docxster management.

Docxster will use commercially reasonable efforts to communicate material developments concerning escalated issues and coordinate appropriate next steps.

13. INTELLECTUAL PROPERTY

13.1 Docxster Property

Docxster and its licensors retain all right, title, and interest in and to:

• the Services;

• software;

• source code;

• object code;

• algorithms;

• workflows;

• interfaces;

• designs;

• Documentation;

• trademarks;

• logos;

• methodologies;

• know-how; and

• other intellectual property used to provide the Services.

Except for the limited rights expressly granted under this Agreement, no rights are granted to Customer.

13.2 Feedback

Customer may voluntarily provide suggestions, recommendations, ideas, or other feedback regarding the Services.

Customer grants Docxster a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback into its products and services without obligation to Customer.

Docxster will not identify Customer as the source of feedback without Customer’s consent.

14. THIRD-PARTY SERVICES

The Services may integrate with or depend upon Third-Party Services.

Customer’s use of Third-Party Services may be subject to separate terms and privacy policies.

Docxster is not responsible for the availability, performance, security, or functionality of Third-Party Services except to the extent expressly stated in an applicable Order Form or SLA.

A change, suspension, or discontinuation of a Third-Party Service may affect corresponding functionality within the Services.

Docxster may modify or replace integrations when reasonably necessary to maintain the Services.

15. FEES AND PAYMENT

Customer will pay the fees specified in the applicable Order Form.

Except as expressly provided in this Agreement or an Order Form:

• fees are non-refundable;

• fees are payable in accordance with the applicable billing schedule;

• Customer is responsible for applicable taxes, duties, levies, or similar governmental charges, excluding taxes based on Docxster’s net income;

• overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law; and

• Docxster may suspend Services for materially overdue undisputed amounts in accordance with Section 17, including its notice requirements.

Customer may not withhold or set off amounts due under this Agreement except for amounts disputed in good faith under this Section or as required by applicable law.

Customer may dispute an invoice in good faith by written notice to Docxster within 15 days after the invoice date, describing the dispute in reasonable detail. Customer must pay all undisputed amounts when due. The Parties will work in good faith to resolve invoice disputes promptly. Amounts not disputed within that period are treated as undisputed.

16. SUBSCRIPTION TERM AND RENEWAL

The Subscription Term is specified in the applicable Order Form.

Unless otherwise stated in the Order Form, subscriptions will automatically renew for successive periods equal to the initial Subscription Term unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Docxster may adjust renewal pricing by giving Customer written notice at least 60 days before the end of the then-current term. If Docxster does not give notice by that date, pricing will not increase for that renewal term.

17. SUSPENSION

Docxster may temporarily suspend Customer’s access to the Services if:

1. Customer materially breaches this Agreement;

2. Customer fails to pay undisputed amounts that are materially overdue;

3. Customer’s use creates a material security risk;

4. Customer uses the Services in violation of applicable law;

5. suspension is reasonably necessary to protect the Services or other customers; or

6. suspension is required by law or governmental authority.

Where reasonably practicable, Docxster will provide advance notice and an opportunity to remedy the issue before suspension. Before suspending for non-payment, Docxster will give Customer at least 10 days’ written notice.

Docxster will limit any suspension to the scope and duration reasonably necessary to address the applicable issue.

18. TERMINATION

Either Party may terminate this Agreement or an applicable Order Form if the other Party materially breaches this Agreement and fails to cure the breach within 30 days after receiving written notice.

A Party may terminate immediately where the other Party:

1. becomes insolvent;

2. enters bankruptcy or similar proceedings that are not dismissed within the applicable legal period;

3. ceases substantially all business operations; or

4. engages in conduct that makes continued performance unlawful.

Termination of an individual Order Form does not automatically terminate other active Order Forms unless expressly stated otherwise.

19. EFFECT OF TERMINATION

Upon expiration or termination of an applicable Order Form:

1. Customer’s right to access the applicable Services will cease, except for the export period described below;

2. Customer will pay all amounts accrued through the effective termination date;

3. each Party will return or destroy Confidential Information of the other Party, subject to applicable legal and archival requirements; and

4. Customer Data will be exported and deleted as described below, and otherwise handled in accordance with Docxster’s applicable data-retention and deletion procedures.

For 30 days after expiration or termination, Customer may export Customer Data using the Services’ export functionality or by written request to Docxster.

After that period, Docxster will delete Customer Data within 90 days, subject to the retention provisions below, and will confirm deletion in writing upon Customer’s request.

If Customer terminates an Order Form under Section 18 for Docxster’s uncured material breach, Docxster will refund any prepaid fees covering the period after the effective date of termination.

Unless otherwise stated in the DPA, Docxster may retain limited copies of Customer Data where reasonably necessary to comply with law, resolve disputes, maintain security records, or satisfy legitimate backup and disaster-recovery processes.

Any retained information will remain subject to applicable confidentiality and security obligations.

20. WARRANTIES

Each Party represents that it has the legal authority to enter into this Agreement.

Docxster warrants that, during the applicable Subscription Term, the Services will materially conform to the Documentation.

If the Services materially fail to conform to this warranty, Docxster’s obligation will be to use commercially reasonable efforts to correct the non-conformity.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOCXSTER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DOCXSTER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL OUTPUTS GENERATED OR PROCESSED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR CUSTOMER’S PARTICULAR PURPOSE.

21. AI AND AUTOMATED OUTPUTS

Where the Services include artificial intelligence, machine learning, extraction, classification, generation, validation, or other automated functionality, Customer acknowledges that automated outputs may contain errors or omissions.

Customer is responsible for reviewing outputs before relying upon them where human review is appropriate or required.

Customer will not rely solely upon automated outputs for decisions that could reasonably result in material legal, financial, regulatory, safety, or business consequences (for example, customs declarations, credit or lending decisions, tax or regulatory filings, or compliance determinations) without appropriate human review.

The Services do not provide legal, customs, tax, financial, credit, or regulatory advice. Customer remains solely responsible for its filings, declarations, decisions, and compliance obligations, whether or not it used outputs of the Services.

Docxster does not represent or warrant that automated outputs will be accurate, complete, or appropriate for Customer’s specific use case.

22. INDEMNIFICATION BY CUSTOMER

Customer will defend, indemnify, and hold harmless Docxster and its officers, directors, employees, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys’ fees arising out of or relating to:

1. Customer Data, except to the extent the claim is caused by Docxster’s breach of this Agreement;

2. Customer’s unlawful use of the Services;

3. Customer’s breach of this Agreement;

4. Customer’s violation of a third party’s rights; or

5. Customer’s use of the Services in a manner not authorized by this Agreement.

Docxster will provide reasonable notice of any applicable claim and reasonable cooperation at Customer’s expense.

Customer may not settle a claim in a manner that imposes liability or an admission of wrongdoing on Docxster without Docxster’s prior written consent.

23. INDEMNIFICATION BY DOCXSTER

Docxster will defend Customer against a third-party claim alleging that Customer’s authorized use of the Services infringes that third party’s United States intellectual property rights.

Docxster will pay damages finally awarded against Customer or amounts agreed in settlement arising from such claim, provided that Customer:

1. promptly notifies Docxster;

2. provides reasonable cooperation; and

3. gives Docxster control of the defense and settlement.

Docxster will have no obligation for claims arising from:

• Customer Data;

• modifications to the Services not made by Docxster;

• combinations with products or services not supplied by Docxster;

• Customer’s continued use after Docxster provides a non-infringing alternative; or

• use of the Services outside the scope permitted by this Agreement.

If an infringement claim occurs or is likely to occur, Docxster may, at its option:

1. obtain the right for Customer to continue using the Services;

2. modify or replace the affected functionality with substantially equivalent functionality; or

3. terminate the affected Services and refund prepaid unused fees for the affected period.

This Section states Docxster’s entire liability and Customer’s exclusive remedy for third-party intellectual property infringement claims.

24. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DOCXSTER UNDER THE APPLICABLE ORDER FORM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIABILITY CAP IN THIS SECTION DOES NOT APPLY TO: (A) CUSTOMER’S OBLIGATION TO PAY FEES; (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 22 AND 23; OR (C) LIABILITY ARISING FROM A PARTY’S FRAUD OR WILLFUL MISCONDUCT.

The limitations in this Section do not apply to liability that cannot legally be limited or excluded under applicable law.

25. FORCE MAJEURE

Neither Party will be liable for delay or failure to perform its obligations, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruptions, governmental actions, widespread internet or telecommunications failures, or failures of infrastructure providers.

The affected Party will use reasonable efforts to mitigate the effects of the event.

26. CHANGES TO THE SERVICES

Docxster may modify, improve, replace, or discontinue features of the Services from time to time.

Docxster will not materially reduce the core functionality of the Services during a paid Subscription Term except where reasonably necessary for security, legal, technical, or operational reasons.

Where an applicable SLA or Order Form contains specific commitments concerning functionality, availability, or service levels, those commitments will control.

27. CHANGES TO THIS AGREEMENT

Docxster may update this Agreement from time to time.

For existing customers, material changes will become effective upon renewal of the applicable Subscription Term unless:

1. earlier implementation is required by law;

2. the change is necessary to address a security or compliance issue; or

3. the Parties otherwise agree in writing.

Docxster will give Customer written notice of any material change at least 60 days before the end of the then-current Subscription Term. If notice is given later, the change will not apply until the following renewal, unless an exception above applies.

The version of the Agreement applicable to an Order Form will be identified by its effective date or version number.

28. AUDIT AND COMPLIANCE

Customer will reasonably cooperate with Docxster where necessary to verify Customer’s compliance with applicable usage restrictions.

Where reasonably necessary to protect the security or integrity of the Services, Docxster may investigate suspected misuse of the Services.

Docxster will not use this right in a manner that unreasonably interferes with Customer’s legitimate business operations.

29. RECORDS AND ELECTRONIC TRANSACTIONS

The Parties agree that electronic records and electronic signatures may be used to enter into and administer this Agreement and applicable Order Forms.

Each Party agrees that electronically executed records may be retained and presented as evidence of the applicable transaction.

The person electronically signing or accepting an Order Form represents that they have authority to bind the applicable Party.

30. DISPUTE RESOLUTION

The Parties will first attempt in good faith to resolve any dispute through discussions between their designated business representatives.

If the dispute is not resolved within 30 days after written notice of the dispute, either Party may pursue the remedies available under applicable law, subject to the governing-law and venue provisions below.

Nothing in this Section prevents either Party from seeking urgent injunctive or equitable relief where necessary to prevent unauthorized use or disclosure of Confidential Information, intellectual property infringement, security threats, or other irreparable harm.

31. GOVERNING LAW AND VENUE

This Agreement will be governed by the laws of the State of Texas, United States, without regard to its conflict-of-laws principles.

The Parties agree that the state and federal courts located in Travis County, Texas will have exclusive jurisdiction over disputes arising out of or relating to this Agreement, except where applicable law requires otherwise.

32. NOTICES

Notices under this Agreement must be provided in writing.

Notices to Customer may be sent to the contact information specified in the applicable Order Form.

Notices to Docxster must be sent to:

Docxster
Docxster Inc
5900 Balcones Drive STE 100
Austin, TX 78731
Email: support@docxster.com

A notice is effective upon confirmed delivery, or, for email, upon confirmation of receipt or reasonable evidence of successful transmission, provided that notices concerning termination, breach, or legal claims must also be sent to the designated legal or contractual contact where specified.

33. ASSIGNMENT

Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided that the assignee assumes the assigning Party’s obligations.

Docxster may use subcontractors and service providers to perform portions of the Services, provided that Docxster remains responsible for its obligations under this Agreement.

34. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

35. WAIVER

A failure or delay by either Party to enforce any provision of this Agreement will not constitute a waiver of that provision or the right to enforce it later.

36. ENTIRE AGREEMENT

This Agreement, together with all applicable Order Forms, SLAs, DPAs, and other documents expressly incorporated by reference, constitutes the entire agreement between the Parties concerning the Services and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings concerning the same subject matter.

37. SURVIVAL

Provisions that by their nature should survive termination or expiration will survive, including provisions concerning:

• payment obligations;

• confidentiality;

• intellectual property;

• Customer Data;

• indemnification;

• limitations of liability;

• dispute resolution;

• governing law; and

• any other provisions that expressly or inherently require survival.
  
  

38. COUNTERPARTS

An Order Form and any other document executed in connection with this Agreement may be executed electronically and in counterparts. Each counterpart will be deemed an original and all counterparts together will constitute one instrument.

39. CONTACT

Questions concerning this Agreement may be directed to:

Docxster
Docxster Inc
5900 Balcones Drive STE 100
Austin, TX 78731
support@docxster.com
https://www.docxster.com/

ACCEPTANCE

By signing or otherwise accepting the applicable Order Form, each Party acknowledges that it has read, understood, and agreed to this Agreement and the documents expressly incorporated into the Order Form.

This Agreement does not require a separate signature. It is accepted as described in Section 1.3.