MSA

Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.

"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the NLX Platform.

"Authorized User" means each of Customer’s employees and independent contractors who are authorized to access the NLX Platform pursuant to Customer’s rights under this Agreement.

“Customer Content” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

"Customer Property" means Customer’s consumer facing digital property in connection with which Customer will use the Services and through which End Users will engage with Customer (e.g. Customer’s retail website through which End Users will participate in Voice Plus Journeys).

"Documentation" means the technical materials provided by NLX to Customer in hard copy or electronic form describing the use and operation of the Services and applicable NLX Technology.

"End User" means a customer of Customer or other user of Customer’s products, services, applications, and/or website to whom Customer provides support using the Services, any NLX Technology, or any service, technology tools, or features created using any NLX Technology (e.g. conversational AI applications (bots created using Dialog Studio)). 

"End User Data" means any information submitted by, or collected from, an End User and provided or otherwise made available to NLX in connection with the Services.

"NLX Technology" means all software, code, systems, technology, data, SDKs, APIs, templates, and other materials used by NLX in connection with the provision, operation, and maintenance of the Services, including without limitation the NLX Platform, Voice+, Dialog Studio, Voice Insights, and all associated Documentation and Reports, but excluding Customer Content, Customer Marks, and Customer Properties.

"Voice+ Journey" means an interactive End User experience that includes the Voice+ Voice Service and helps End Users navigate through a series of steps to complete a task (e.g. the “Replace Card Voice+ Journey”).

"Order Form" means an order form that is signed by both parties and references this Agreement.

"Subscription" means subscribing to the NLX services by clicking the “I Agree” button or box, executing an order form, or accessing NLX services.

"Professional Services" means professional services provided by NLX to Customer as described in a mutually agreed upon statement of work issued hereunder (“SOW”).

"Reports" means results, reports, materials and documentation made available to Customer by NLX as part of the Services, including without limitation through the NLX Platform.

"Services" means any services provided by NLX to Customer under this Agreement as set forth in a Subscription, including, but not limited to, access to any NLX Technology expressly set forth therein and any provision of Professional Services if applicable.

Subject to Customer’s payment of the fees set forth in the Subscription (“Fees”), NLX will use commercially reasonable efforts to provide Customer with the Services set forth in the Subscription. If the Subscription includes access to the NLX Platform, on or as soon as reasonably practicable after the Subscription Effective Date, NLX will provide to Customer the Access Protocols to allow Customer and its Authorized Users to access the NLX Platform.  Customer shall be responsible for all Access Protocols issued to Customer and Customer’s Authorized Users and shall prevent unauthorized access to, or use of, the Access Protocols and NLX Technology and shall notify NLX promptly of any such unauthorized use known to Customer.  Customer shall be responsible for any acts made using Customer’s or Customer’s Authorized Users’ Access Protocols, whether or not authorized by Customer.

The Services may be performed by NLX or its subcontractors, provided that NLX shall be responsible for the performance of the Services by such subcontractors and the subcontractors’ compliance with the applicable terms of this Agreement.

Subject to the terms and conditions of this Agreement, unless otherwise expressly set forth on an applicable Order Form, NLX grants to Customer a non-exclusive, non-transferable (except as permitted under Section 14.5 (No Assignment)) license during the Term (as defined below), solely for Customer’s business purposes and in accordance with the limitations (if any) set forth in the Subscription to (a) use the Services in accordance with the Documentation; (b) use the Reports made available to Customer during the Term solely for Customer’s internal business purposes; and (c) permit Authorized Users to access and use the NLX  Platform in accordance with the Documentation and as contemplated by this Agreement.

Customer will not, and will not permit any Authorized User or other party to: (a) access or allow any third party to access any Services or NLX Technology except as expressly allowed herein; (b) modify, adapt, alter or translate any Services or NLX Technology; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of any Services or NLX Technology for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of any Services or NLX Technology, except to the extent such a prohibition is expressly prohibited by applicable law; (e) interfere in any manner with the operation of any Services or NLX Technology or the hardware and network used to operate any NLX Technology; (f) modify, copy or make derivative works based on any part of any Services or NLX Technology; (g) access or use any Services or NLX Technology to build a similar or competitive product or service; (h) attempt to access any Services or NLX Technology through any unapproved interface; or (i) otherwise use any Services or NLX Technology in any manner that exceeds the scope of use permitted under Section 3.1 (License Grant to Services) or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the Services and NLX Technology will not be used, and are not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of NLX or its licensors on any NLX Technology or any copies thereof.

The Customer Property (excluding NLX technology therein), Customer Content and Customer Marks, and all worldwide intellectual property rights therein, are the exclusive property of Customer. All rights in and to the Customer Property (excluding NLX technology therein), Customer Content and Customer Marks not expressly granted to NLX in this Agreement are reserved by Customer.

The Services and NLX Technology and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of NLX and its suppliers. All rights in and to the Services and NLX Technology not expressly granted to Customer in this Agreement are reserved by NLX and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer the NLX Technology.

Customer acknowledges that NLX may share End User, and any other data, information, or content collected, stored, maintained, or processed hereunder (a) as set forth in NLX’s Privacy Policy; (b) as required by applicable law, rule, regulation, or government order; (c) for any public health or other lawful purposes; or (d) as otherwise agreed to by the parties. 

Certain items of software may be provided to Customer with the Services or NLX Technology and are subject to “open source” or “free software” licenses (“Open Source Software”**). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Section 12 (Indemnification) or Section 9 (Warranties and Disclaimers). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, NLX makes such Open Source Software, and NLX’s modifications to that Open Source Software, available by written request at the notice address specified below.

Customer hereby grants to NLX a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, or incorporate into any NLX products, services, or technology, any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services or any NLX Technology. NLX will not identify Customer as the source of any such feedback.

Customer acknowledges and agrees that notwithstanding anything to the contrary, NLX may use and disclose information collected by NLX in connection with the provision and operation of the Services or any NLX Technology, which may include limitation End User Data, in aggregated or anonymized form to: (a) improve the NLX Technology and NLX’s related products and services; (b) provide analytics and benchmarking services; (c) generate and disclose statistics regarding use of the Services or NLX Technology; or (d) for other lawful purposes (collectively, the Permitted Uses). Furthermore, Customer grants NLX a non-exclusive, worldwide, royalty-free, fully paid license to use the Customer Content in an aggregated or anonymized form for the Permitted Uses, provided, however, that no Customer-only statistics will be disclosed to third parties without Customer’s consent.

In consideration for the access rights granted to Customer and the Services performed by NLX under this Agreement, Customer will pay to NLX the Fees.  Except as otherwise provided in the Order Form, all Fees are billed at the end of the month due and payable within thirty (30) days of the date of the invoice. NLX reserves the right to modify the Fees payable hereunder upon written notice to Customer at least ninety (90) days prior to the increase going into effect. NLX will be reimbursed only for expenses that are expressly provided for in an Order Form or SOW or that have been approved in advance in writing by Customer, provided NLX has furnished such documentation for authorized expenses as Customer may reasonably request.  Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.

The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on NLX’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of any NLX Technology to Customer. Customer will make all payments of Fees to NLX free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to NLX will be Customer’s sole responsibility, and Customer will provide NLX with official receipts issued by the appropriate taxing authority, or such other evidence as the NLX may reasonably request, to establish that such taxes have been paid.

Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content.  Customer represents and warrants that it has (a) obtained all licenses, consents and permissions needed for NLX to use the Customer Content and any other data, materials, or content provided to NLX hereunder as contemplated by this Agreement; (b) received all permissions, authorizations, and consents necessary for End Users’ participation in connection with the Services provided to Customer; and (c) provided all necessary notices and disclosures required for Customer’s use of, and NLX’s provision and operation of, the Services.

Customer grants NLX a non-exclusive, worldwide, royalty-free and fully paid license during the Term to use the Customer Content, Customer Properties, and Customer trademarks, service marks, and logos (collectively, Customer Marks) to provide the Services.

Customer and its Authorized Users will be responsible for all changes to and/or deletions of Customer Content and Customer Properties made by Customer or Authorized Users and for the security of all passwords and other Access Protocols required in order the access or use the Services. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

Customer represents and warrants that the End User terms of service on Customer Properties with which Customer uses the Services shall include (a) if applicable, a conspicuous disclosure regarding the use of automated/bot technology; (b) an end-user acceptance mechanism that conform to best practices (e.g. clicking on a checkbox); (c) a disclaimer that messages provided by the Services (or Customer Property) are computer-generated and are not moderated or checked; (d) a notice reminding the user to verify all the relevant information, whether provided by the user themselves or the Services; and (e) any other notices and disclosures as required by applicable law, rule, and regulation. Furthermore Customer represents and warrants that Customer shall (i) clearly and conspicuously present, and comply with, a legally compliant privacy policy as necessary for Customer’s use of the Services; (ii) use reasonable security and operational measures to protect personal data received from or about End Users; and (iii) solely use, disclose, and otherwise process End User Data for the purposes contemplated in this Agreement or as otherwise permitted by the privacy policy.

If an Order Form includes NLX’s provision of Professional Services, the details of such Professional Services will be set out in such Order Form and a mutually executed SOW.  The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement.  To the extent that a conflict arises between the terms and conditions of an SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the SOW, as applicable, expressly states that it supersedes specific language in the Agreement.

Except for work product specifically identified in an applicable SOW as “Customer-Owned Work Product”, as between the Customer and NLX, ownership of all work product, developments, inventions, technology, or materials provided developed, created or otherwise made available by NLX, including without limitation in connection with any Professional Services, shall be solely owned by NLX, subject to the usage rights granted to Customer under the relevant SOW.  For the avoidance of doubt, notwithstanding anything to the contrary set forth herein or therein, NLX shall own and retain all rights, title, and interest in and to the NLX Platform, Voice+, Dialog Studio, Voice+ Voice Services, Journey Assistants, Voice Insights, all NLX Technology, and all software, code, algorithms, and templates in any of the foregoing, and Customer shall not obtain any rights to any of the foregoing except the limited licenses set forth in this Agreement or an applicable Order Form or SOW.

Customer agrees that NLX may use Customer’s name, trademarks, tradenames, service marks, and logos to identify Customer as a customer of NLX, including without limitation on NLX’s website and in NLX’s sales and marketing materials.  

NLX represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies NLX in writing of a breach of the foregoing warranties within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, NLX will, as Customer’s sole and exclusive remedy, re-perform the Services which gave rise to the breach or, at NLX’s option, refund the fees paid by Customer for the Services which gave rise to the breach. 

Customer represents and warrants that (a) the Customer Property, Customer Marks, any and all Customer Content provided by or on behalf of Customer will not (i) infringe any copyright, trademark, or patent; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage NLX’s or any third party’s system or data; or (v) otherwise violate the rights of a third party; (b) Customer has all rights, authorizations, consents, and permission necessary to perform its obligations or grant the rights and licenses hereunder; (c) Customer shall perform all of its obligations and exercise all of its rights hereunder in accordance with all applicable laws, rules, regulations; and (d) Customer has obtained all necessary consents, permissions, and authorizations from, and has provided all necessary notices and disclosures to, all End Users as necessary for Customer’s use of the Services as contemplated by this Agreement.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, REPORTS AND DOCUMENTATION ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY (AND EACH PARTY HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR THAT ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NLX DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO NLX DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL NLX’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, FOR ANY USE OF THE NLX TECHNOLOGY IN BREACH OF THE RESTRICTIONS SET FORTH IN SECTION RESTRICTIONS, OR FOR ANY AMOUNTS ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OR FOR DEATH OR PERSONAL INJURY.

The parties agree that the limitations of liability set forth in this Section 10 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

Confidential Information means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the Receiving Party) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, NLX Technology and all enhancements and improvements thereto will be considered Confidential Information of NLX.

The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users or to those employees, consultants or contractors who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to NLX). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence. 

The confidentiality obligations set forth in Section 11.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

NLX will defend at its expense any suit brought against Customer, and will pay any settlement NLX makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services infringe such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Services becomes, or in NLX’s opinion is likely to become, the subject of a claim of infringement, NLX may, at NLX’s option: (a) procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Services and Documentation. Notwithstanding the foregoing, NLX will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Services not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Services in combination with other products, equipment, software or data not supplied by NLX; or (iii) any modification of the Services by any person other than NLX or its authorized agents (collectively, the Exclusions and each, an Exclusion). This section states the sole and exclusive remedy of Customer and the entire liability of NLX, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

Customer will defend at its expense any suit brought against NLX, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, or (b) Customer’s breach or alleged breach of any of its representations or warranties set forth herein.

The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit (provided that a failure or delay in providing such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it is materially prejudiced thereby); (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; provided that the indemnifying party shall not enter into any settlement that requires any act or omission from the indemnified party without the indemnified party’s prior, written approval, not to be unreasonably withheld, delayed, or conditioned; and (c) the indemnified party will reasonably cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

This Agreement will begin on the Effective Date and continue in full force and effect as long as any Subscription remains in effect, unless earlier terminated in accordance with the Agreement (the Term). Termination for Convenience. Unless otherwise set forth on an Order Form, after the conclusion of the Initial Term set forth on any applicable Subscription, either party may terminate such Subscription for convenience by providing thirty (30) days’ prior written notice to the other party.  Furthermore, either party may also terminate this Agreement at any time if there are no outstanding Subscriptions in effect by providing written notice to the other party of such termination.

Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. 

NLX reserves the right (in addition to any other rights or remedies NLX may have) to discontinue the Services and suspend all Authorized Users’ and Customer’s access to the Services (a) if any Fees are more than thirty (30) days overdue until such amounts are paid in full or (b) if NLX reasonably determines, in its sole discretion, that doing so is necessary to protect NLX or its customers, users, or licensors from legal or other liability.

Upon termination or expiration of this Agreement for any reason unless otherwise expressly set forth herein or an Order Form: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 11 (Confidentiality); and (c) any amounts owed to NLX under this Agreement will become immediately due and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Customer IP), 3.4 (NLX IP), 3.5 (End User Data), 3.6 (Open Source Software), 3.7 (Feedback), 3.8 (Aggregated/Anonymized Data and Content), 4 (Fees and Expenses; Payments), 9.3 (Disclaimer), 10 (Limitation of Liability), 11 (Confidentiality), 12 (Indemnification), 13.5 (Effect of Termination), and 14 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New York, New York for any lawsuit filed there against Customer by NLX arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from NLX, or any products utilizing such data, in violation of the United States export laws or regulations.

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Neither party will assign or transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign or transfer this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. 

Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Reports and Documentation.

Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

Customer’s relationship to NLX is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of NLX.

All notices required or permitted under this agreement must be delivered in writing, if to NLX, by emailing contact@nlx.ai and if to Customer by emailing the Customer Point of Contact email address listed on the Order Form, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Order Form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and NLX.