Savo Terms of Service

Last Updated: Last Updated: July 8, 2026

Introduction
Definitions
Subscriber Content; Responsible Use of Artificial Intelligence
Subscriber’s Use of the Services
Fees and Payment Terms
Confidential Information
Security & Privacy
Intellectual Property
Representations, Warranties, and Disclaimer
Indemnification
Limitations on Liability
Term, Termination, and Survival
General

1. Introduction

Savo, Inc. (“Savo”) provides AI-enabled scalable human intelligence infrastructure services and related services (the “Services”). These Savo Terms of Service (“Terms of Service”) are a binding legal commitment between Savo and the individual or organization (“Subscriber”) that subscribes for certain of the Services on Savo’s Platform (each, a “Subscription”). Sometimes in these Terms of Service, Subscriber and Savo are each called a “party” or together, the “parties.” Individuals who are invited to use Savo’s Services by a Subscriber are “Users” whose use of the Services and Platform is governed by the Savo User Terms.

Effective upon ordering a Subscription through Savo’s Platform, these Terms of Service, together with any Addenda, constitute the “Agreement” between Subscriber and Savo.

2.1. “Addendum” or “Addenda” means any addendum applicable to Subscriber’s Subscription, including any Subscription Addendum and any Data Protection Addendum.

2.2. "AI Laws" means all Applicable Laws relating to the use of an AI System for the intended purposes of the Services as specified in this Agreement (including in the Subscription Addendum).

2.3. “AI Systems” means a machine-based system that (i) is designed to operate with varying levels of autonomy, and may exhibit adaptiveness after deployment, and (ii) for explicit or implicit objectives, infers from the input it receives how to generate outputs, predictions, content, recommendations, or decisions that can influence physical or virtual environments. This may include Third-Party Systems.

2.4. “Applicable Law” means any law that applies to Subscriber or Savo in a given circumstance, this includes laws, regulations, court orders and judgments, arbitration determinations, and settlement agreements.

2.5. “Audio File” means the raw audio recording of Participant User(s) in an event session or interview session.

2.6. “Data Protection Addendum” means Savo’s Data Protection Addendum available at https://savo.ai/dataprocessing-agreement. If the parties have signed a separate data processing addendum, data protection addendum, or similar document, then the term “Data Protection Addendum” refers to such addendum signed by the parties.

2.7. “Feedback” means any suggestion, enhancement request, recommendation, correction, change, or other feedback regarding the Savo Property, excluding Personal Information.

2.8. “Input” means content or other information Subscriber or Subscriber’s Users provide to Savo in connection with Subscriber’s use of the Services and the Platform, including data, text, audio, video, screen, or images, excluding Usage Data and Feedback.

2.9. “Output” means output from the Services based on Input.

2.10. “Personal Information” means information that identifies, relates to or could reasonably be linked, directly or indirectly, with a particular individual or household, or information that is considered “personal data” or “personal information” under Applicable Law.

2.11. “Platform” means the electronic systems, applications, and internet sites of Savo, including https://savo.ai/ and others, and through which Savo offer and provide the Services.

2.12. “Security Incident” means any suspected or actual unauthorized access, acquisition, disclosure, use, theft, loss, destruction, alteration, or other compromise of Subscriber Content while in Savo’s possession or control.

2.13. “Service Limit” means any limitation on Subscriber’s use of or access to the Services or the Platform as set forth in Subscriber’s Subscription Addendum, or otherwise on Savo’s Platform, such as limitations on number of participants per event or storage quotas.

2.14. “Savo Content” means content or other information created, derived, owned, or licensed by Savo that Savo make available in connection with the Services or on the Platform.

2.15. “Savo Indemnitees” means Savo, Savo’s affiliates, and Savo’s third-party providers, licensors, and suppliers, along the respective directors, officers, employees, and agents of Savo, Savo’s affiliates, and Savo’s third-party providers, licensors, and suppliers.

2.16. “Savo Property” means the Services, the Platform, the Savo Content, and the Usage Data.

2.17. “Subscriber Content” means Input and Output.

2.18. “Subscription Addendum” means the addendum describing the features, Service Limits, pricing, and/or term of the subscription selected by Subscriber on the Platform.

2.19. “Third-Party System” means an AI System, including, but not limited to, large language or general-purpose models developed or provided by a third party other than Savo.

2.20. “Usage Data” means any technical data or other information collected, created, derived, or aggregated by Savo about the use or performance of the Services or the Platform, excluding Subscriber Content and Personal Information.

2.21. “User” means each user that Subscriber allows to access and use the Services through Subscriber’s Subscription, including Account Users (defined below) and Participant Users (defined below).

2.22. “User Terms” means the Savo User Terms available at https://savo.ai/user-terms.

3. Subscriber Content; Responsible Use of Artificial Intelligence

3.1. Subscriber Content.

Between Subscriber and Savo, and to the extent permitted by Applicable Law, Subscriber owns and controls the Subscriber Content and reserves all rights in the Subscriber Content not expressly granted to Savo in this Agreement. Savo hereby assigns to Subscriber all right, title, and interest, if any, in and to any Output. Subscriber is responsible and liable for the use and maintenance of Subscriber Content. Subscriber will ensure that Subscriber Content and the use of Subscriber Content will not violate Applicable Law or the rights of Users or third parties.

3.2. Savo’s Use of Subscriber Content.

Savo shall not use or disclose Subscriber Content except as expressly provided in this Agreement. Savo may use Subscriber Content to provide, maintain, develop, and improve our Services (including AI Systems), comply with Applicable Law and legal process, enforce Savo’s terms and policies, and keep the Services safe (“Permitted Purposes”). Subscriber grants Savo a right and license to access, store, process, use, copy, record, modify, and delete Subscriber Content for such Permitted Purposes. Subscriber authorizes Savo to delete Audio Files within 30 days’ of recording and to prevent or otherwise restrict Subscriber’s and User’s access to such Audio Files prior to deletion. No Third-Party System will use Subscriber Content to train artificial intelligence models.

3.3. Savo’s Responsible Use of Artificial Intelligence.

a. Savo is committed to use and deploy AI Systems in a legal and ethical manner.

b. Savo employs robust processes to ensure that AI Systems protect the safety, integrity, and accuracy of its and its Subscriber’s information and are in line with industry standards on information and cyber security for systems of this nature.

c. Savo will design and test the AI Systems to ensure that all AI Systems, when used in accordance with this Agreement: (i) can be used in compliance with AI Laws; (ii) have customary safeguards to protect against foreseeable offensive, harmful, or inappropriate behaviors; and (iii) will not result in a foreseeable risk to the health and safety of any individual or to their fundamental rights.

d. Savo will provide the Subscriber with such information in Savo’s possession or control that Subscriber reasonably determines is necessary to: (i) demonstrate Savo’s and Subscriber’s compliance with AI Laws; or (ii) respond to any inquiry, examination, investigation or request for information directed to Subscriber by a governmental authority, self-regulatory organization, or a User of Subscriber concerning the compliance any AI System with AI Laws.

3.4. Subscriber’s Responsible Use of Artificial Intelligence.

Subscriber understands and agrees:

a. Artificial intelligence and machine learning are rapidly evolving fields. Given the probabilistic nature of artificial intelligence and machine learning, use of the Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

b. Subscriber must not rely on Output as a sole source of truth or factual information, or as a substitute for professional advice.

c. Subscriber must evaluate Output for accuracy and appropriateness for Subscriber’s use case, including using human review as appropriate, before using or sharing Output.

d. Subscriber must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.

e. The Services may provide incomplete, incorrect, or offensive Output that does not represent Savo’s views. If Output references any third-party products or services, it doesn’t mean the third party endorses or is affiliated with Savo.

f. Due to the nature of the Services and artificial intelligence generally, Output may not be unique and other subscribers and users may receive similar output from the Services.

g. Subscriber shall not use Subscriber Content to improve or train AI Systems.

4. Subscriber’s Use of the Services

4.1. Subscriber’s permitted access and use.

Subscriber may use and access the Services as described in any Subscription Addendum up to the Service Limits for Subscriber’s internal business purposes. The Services and Platform are only available in the United States and shall not be used outside of the United States.

4.2. Subscriber account and related responsibilities.

Subscriber is required to create an account on the Platform to access certain features of the Services.

a. Account Users.

Subscriber may provide Users with access to Subscriber’s account (“Account Users”) subject to any Service Limits or other limitations in this Agreement. Account Users must be Subscriber’s employees or contractors working on Subscriber’s behalf who are subject to confidentiality obligations at least as restrictive as the confidentiality obligations in this Agreement.

b. Participant Users.

Subscriber may invite Users to participate in Subscriber’s event sessions or interview sessions (“Participant Users”) subject to any Service Limits other limitations in this Agreement.

c. All Users.

Subscriber is responsible and liable for each User’s access to and use of Subscriber’s account, the Services, and for any breach of this Agreement by a User. Each User is subject to the access and use terms and restrictions contained in this Agreement and the Savo User Terms.

d. Account Security.

(i) Subscriber is responsible for maintaining the confidentiality of: Subscriber’s account, Subscriber’s account access credentials (for example, username and password), and the information received and sent through Subscriber’s account. (ii) Subscriber agrees to use reasonable and prudent efforts to prevent unauthorized access to or use of Subscriber’s account or the Services. (iii) Subscriber’s account and the Services are only available to Subscriber and Subscriber’s authorized Users; Subscriber will not allow any other person to access or use Subscriber’s account or the Services. (iv) Each Account User must have unique access credentials. Account Users may not share access credentials. Subscriber will perform entitlement reviews of access controls for all of Subscriber’s Users and provide Savo with reports of such entitlement reviews upon Savo’s request. (v) If Subscriber wishes to terminate an Account User’s access to Subscriber’s account, Subscriber may remove an Account User from Subscriber’s account via the Platform; if Subscriber is unable to do so, Subscriber must notify Savo in writing and Savo will terminate such Account User’s access as soon as practicable. (vi) Subscriber will notify Savo immediately of any unauthorized access to or use of Subscriber’s account or the Services. Savo has no liability to Subscriber for any unauthorized access of Subscriber’s account or the Services caused by Subscriber’s acts, omissions, or breach of this Agreement.

e. Deletion of Subscriber Content.

For privacy and security purposes Savo deletes Audio Files after 30 days and deletes personal information from transcript logs after three years.

f. Storage and Backups.

Subscriber agrees that the Services are a tool for retrieving, analyzing, and managing Subscriber Content and are not a storage system or other system of record for Subscriber Content. Subscriber is responsible for extracting and backing up Subscriber Content onto Subscriber’s networks and systems on a regular basis and taking appropriate steps to safeguard and ensure the integrity of Subscriber Content. Savo will not be responsible for any backup, recovery, or other steps to ensure Subscriber Content is recoverable in the event of a data loss. Savo expressly disclaims any obligations with respect to storage of Subscriber Content.

4.3. Restrictions on Subscriber’s use of the Services.

a. Minimum age.

Subscriber must be 18 years of age or older to create an account or use the Services.

b. Prohibited Use of the Services and other Savo Property.

Subscriber and each User shall not do any of the following: (a) decompile, disassemble, or reverse engineer the Services or the Platform, or attempt to obtain or perceive the source code from which any component of the Services or the Platform is compiled or interpreted; (b) duplicate or create any derivative product from the Savo Property or any component of the Savo Property; (c) license, sublicense, lease, resell, or transfer any of the Savo Property to a third party or allow third parties (other than Users as permitted herein) to gain access to the Savo Property; (d) access the Savo Property if Subscriber is a direct competitor of Savo or provide any Savo Property to any competitor of Savo; (e) access or use the Savo Property for a competitive purpose or to create a replacement to the Services; (f) remove any copyright, trademark, or other proprietary notices from the Savo Property; (g) transmit material containing viruses, malware, or other harmful or deleterious computer code, files, scripts, agents, or programs through the Services or the Platform; (h) interfere with or disrupt the integrity or performance of the Services or the Platform; (i) attempt to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services or the Platform; (j) conduct any denial of service (DoS) attack on the Services or the Platform or otherwise attempt to disrupt, disable, or overload the Services or the Platform; (k) attempt to gain access to the Services or the Platform by automated means, such as bots (other than as specifically permitted under this Agreement, such as if Subscriber’s Subscription permits API access); (l) attempt to gain unauthorized access to the Services, the Platform, or the computer systems or networks related to the Services; (m) create a false identity or attempt to mislead others as to Subscriber’s identity or the identity of the sender or the origin of any data or communications; (n) use the Services or the Platform to violate any Applicable Law or rights of others; or (o) interfere with another person’s use and enjoyment of the Services or the Platform.

c. Anonymous or Confidential Mode.

If a Participant User uses the Services in confidential or anonymous mode, Savo redacts the Participant User’s personal information from any transcript Savo shares with the Subscriber. If a Participant User uses the Services in confidential or anonymous mode, Subscriber shall not attempt to identify the Participant User based on any information contained in the redacted transcript shared with Subscriber—including non-personal information, context clues, or errant personal information. Subscriber shall immediately notify Savo if a redacted transcript contains any personal information and Subscriber shall immediately delete such transcript; Savo will replace such transcript with a fully-redacted transcript upon notice from Subscriber.

d. Export restrictions.

This Agreement is expressly made subject to any Applicable Law regarding import, re-import, sanctions, anti-boycott, export, and re-export control, such as the US Export Administration Regulations, the US International Traffic in Arms Regulations, and economic sanctions programs implemented by the US Office of Foreign Assets Control (“Trade Restrictions”). Subscriber agrees that Subscriber is solely responsible for compliance with Trade Restrictions related to the manner in which Subscriber use the Services, including Subscriber’s transfer and processing of Subscriber Content, the access to and provision of Subscriber Content to Users, and the location in which any of the foregoing occur. This obligation survives the termination or expiration of this Agreement.

4.4. Suspension of Subscriber’s account; removal of Subscriber Content.

Savo may suspend Subscriber’s account or Subscriber’s access to the Services, suspend or terminate any User’s access to Subscriber’s account or the Services, or remove any Subscriber Content, immediately if Savo, in good faith, believes: (a) that Subscriber or any User has materially breached any provision of this Agreement; (b) that Subscriber or any User is using the Services in a manner that threatens the security, integrity, or reliability of the Services; (c) that there has been unauthorized access or fraud related to Subscriber’s account or the Services; or (d) that the provision of the Services (or a portion thereof) will expose Savo or Subscriber to legal, regulatory, or compliance risk.

4.5. Support/Service Levels.

Savo will take commercially reasonable efforts to provide the support and service levels identified in the Subscription Addendum for the Subscription; but Savo does not guarantee any support or service levels and any failure to meet any support, or service levels shall not be a breach of this Agreement. If Subscriber’s Subscription Addendum provides credits for failure to meet support or service level requirements, then Subscriber’s sole remedy for such failure is the credit set forth in Subscriber’s Subscription Addendum.

4.6. Changes to the Services.

Subscriber acknowledges that the features and functions of the Services may be updated, removed, replaced or otherwise be subject to change. Such changes shall not be a breach of this Agreement.

4.7. Beta versions.

Savo may make beta versions or features of the Services available to Subscriber, which Subscriber may use in Subscriber’s sole discretion in compliance with the provisions of this Agreement, including any provisions for beta use in an Addendum. Beta versions may contain bugs, errors, and other problems that could cause system or other failures and data loss. Savo may discontinue beta versions and features at any time and decide not to make them generally available.

5. Fees and Payment Terms

5.1. Fees.

Subscriber agrees to pay all fees and charges incurred by Subscriber and Subscriber’s Users for Subscriber’s use of the Services (consumption-based pricing), plus, as applicable, any additional fees and charges for the Subscription as stated in any Subscription Addendum. Savo’s consumption-based pricing model is dynamic—meaning that fees for use/consumption may change from day-to-day. Subscriber can view the current available pricing in the Platform at any given time before use. Fees, taxes, and other charges will be invoiced in US dollars.

5.2. Taxes.

Stated fees are exclusive of taxes. Subscriber agrees to pay all sales, use, and other taxes and fees imposed by governmental authorities on Savo’s provision of the Services to Subscriber (other than taxes based on Savo’s net income).

5.3. Payments.

Subscriber must make a pre-paid deposit or have an acceptable payment method (credit card or ACH) on file to make any consumption-based purchases. Savo has sole discretion which payment methods it accepts in connection with each Subscription and Savo may change acceptable payment methods at any time. Payments for consumption-based fees and charges are due immediately upon selection/use of the Services consumed and Savo is authorized to deduct such payment from the pre-paid deposit or payment method on file when due. Payments for other fees or charges as stated in the Subscription or any Subscription Addendum are due and payable as stated therein. Payments are non-refundable. If Subscriber make any payments via ACH, Subscriber agrees to be bound by the Nacha Operating Rules available at https://www.nacha.org/rules/operating-rules.

6. Confidential Information

6.1. Confidential Information definition.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Confidential Information of each party includes business processes, business and marketing plans, technology and technical information, product plans and designs, and accounting information disclosed by such party. Savo’s Confidential Information includes: (i) the terms and conditions of any Subscription and Subscription Addendum (including pricing) but not the existence of a Subscription; and (ii) any nonpublic feature or function of the Savo Property. Subscriber’s Confidential Information includes Subscriber Content. Notwithstanding the foregoing, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

6.2. Confidential Information obligations.

The Receiving Party (a) must not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (b) must not disclose Confidential Information of the Disclosing Party any person, other than (i) as expressly authorized by this Agreement, or (ii) to those of the Receiving Party’s employees, officers, directors, affiliates, agents, contractors, and third parties (collectively, “Representatives”) who need access for purposes consistent with this Agreement; provided that the Receiving Party’s Representatives are subject to confidentiality obligations at least as restrictive as the confidentiality obligations in this Agreement. On the expiration or termination of the Agreement, upon request of the Disclosing Party, the Receiving Party must promptly destroy all copies of the Disclosing Party’s Confidential Information and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Notwithstanding the preceding sentence, the Receiving Party may retain a copy of such Confidential Information as it deems reasonably necessary or appropriate for record retention, as required by Applicable Law, legal process, or governmental request, or to enforce or defend the Receiving Party’s rights or carry out the Receiving Party’s obligations, provided that the Receiving Party continues to treat the Confidential Information as Confidential Information under this Section 6 for as long as it retains it.

6.3. Confidential Information disclosure exceptions.

The Receiving Party may disclose Confidential Information as authorized by the Disclosing Party. The Receiving Party may disclose Confidential Information to the limited extent required by Applicable Law, legal process, or governmental request; provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party may disclose Confidential Information to the limited extent necessary to enforce its rights to defend itself under this Agreement; provided that the parties shall seek a protective order or similar relief to protect the Confidential Information from unnecessary disclosure. To the extent that Confidential Information includes Personal Information, the Data Protection Addendum must control with respect to such Personal Information in the event of a conflict with this Section 6.

7. Security & Privacy

7.1. Security of Subscriber Content.

Savo shall maintain reasonable and appropriate technical and organizational safeguards for the protection of the security and confidentiality of Subscriber Content while in Savo’s possession or control.

7.2. Security Incident obligations.

The party discovering any Security Incident shall give the other party notice of the Security Incident as soon as practical, and no more than ninety-six (96) hours after discovering the Security Incident. To the extent that Applicable Law requires a notification of the Security Incident to be provided to the owners of the Subscriber Content, the subjects of the Personal Information contained in the Subscriber Content, governmental authorities, or other third parties, Subscriber is responsible for such notification and Subscriber must obtain Savo’s written consent to name or otherwise identify Savo in any such notification. Savo is also permitted (but not required) to send any notification of the Security Incident required to be provided by Savo under Applicable Law.

7.3. Savo’s processing of Personal Information.

As between the parties, Subscriber controls all Personal Information in Subscriber Content and Savo process such Personal Information in accordance with the terms of the Data Protection Addendum.

7.4. Subscriber’s responsibilities for Personal Information in Subscriber Content.

Subscriber is responsible for all compliance with Applicable Law relating to Personal Information contained in Subscriber Content, including providing the required notices or receiving the proper authority or consent to allow Savo to collect and process Personal Information from Subscriber and Users in accordance with this Agreement. Subscriber is responsible for responding to any request from an individual to exercise any of its rights under Applicable Law (including the rights to know, access, data portability, delete, correct, limit, or opt-out as applicable) with respect to Personal Information contained in Subscriber Content (each, a “Data Subject Request”). If Savo receives a Data Subject Request, Savo will inform Subscriber of the Data Subject Request and inform the requestor to make the Data Subject Request directly to Subscriber. Savo will reasonably cooperate with Subscriber in responding to any Data Subject Request.

8. Intellectual Property

8.1. Savo’s intellectual property rights.

Between Subscriber and Savo, Savo owns all right, title, and interest to the Savo Property, all components and derivative works of the Savo Property, all improvements to the Savo Property, all Feedback, and the copyrights, patents, trade secrets, trademarks, and other intellectual property rights pertaining to any aspect of the Savo Property. Savo reserves all rights in the Savo Property not expressly granted to Subscriber in this Agreement. Subscriber acquires no ownership interest, derivative work, or component of the Savo Property through Subscriber’s use of it.

8.2. Savo’s ownership of Feedback and Usage Data.

Savo encourages Subscriber to submit Feedback to Savo. Savo also collects Usage Data about the use and performance of the Services. Savo owns all Feedback, all Usage Data, as well as all improvements, modifications, and changes to the Savo Property based on such Feedback or Usage Data. Subscriber and Subscriber’s Users assign Savo all right, title, and interest to any Feedback provided to Savo and Usage Data collected by Savo. Savo has no obligation to pay any compensation for Feedback or Usage Data. Subscriber and Subscriber’s Users may not repost, republish, or redistribute Feedback or Usage Data. Savo has the right, but does not assume any responsibility to review, screen, or approve Feedback. Subscriber is solely responsible for the accuracy and legality of any Feedback Subscriber or Subscriber’s Users make. Savo takes no responsibility and assumes no liability for any Feedback posted or transmitted by Subscriber, Subscriber’s Users, or a third party.

8.3. Marks and Publicity.

Each party retains the exclusive ownership right to any distinctive trade names, logos, trademarks, service marks, product identifications, artwork, and other symbols and devices associated with such party or its products or services (“Marks”). Savo may use Subscriber’s name or Marks to identify Subscriber as a customer of Savo on Savo’s website or in other promotional materials.

9. Representations, Warranties, and Disclaimer

9.1. Subscriber’s representations and warranties.

a. Valid agreement.

Subscriber represents and warrants that Subscriber has validly accepted or entered into this Agreement and that Subscriber and the individual accepting or entering into this Agreement on Subscriber’s behalf has all necessary legal power and authority to do so.

b. Authorized representative.

Subscriber represents and warrants that the person creating Subscriber’s account is authorized by the Subscriber to create the account on behalf of Subscriber.

c. Subscriber Content.

Subscriber represents and warrants that, at all times: (i) Subscriber has all rights necessary to grant all rights and licenses to the Subscriber Content granted to Savo in this Agreement; (ii) Subscriber has obtained the Subscriber Content lawfully and the Subscriber Content does not and will not violate any Applicable Law or any third party’s rights; (iii) Subscriber has complied with all Applicable Law, provided all applicable notices, and received the proper authority or consent to allow Savo to collect, process, and use Subscriber Content (including Personal Information) as provided in this Agreement; (iv) Savo may exercise Savo’s rights in Subscriber Content granted in this Agreement without liability or cost to any third party; and (v) the Subscriber Content complies with the terms of this Agreement.

d. Subscriber communications.

Subscriber represents and warrants that that all of Subscriber’s communications with Users and third parties through or in connection with the Services are in compliance with Applicable Law and Subscriber has provided any required disclosures and obtained any required agreements, authorizations, consents, and opt-ins for communications with Users and third parties.

e. No Sanctions Lists.

Subscriber represents and warrants that, at all times, Subscriber and Subscriber’s Users are not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). If Subscriber or any User becomes placed on any Sanctions List, Subscriber will notify Savo immediately and discontinue the use of the Services by Subscriber or Subscriber’s User as applicable.

9.2. Savo’s representations and warranties.

a. Valid agreement.

Savo represents and warrants that Savo have validly accepted or entered into this Agreement and that Savo and the individual accepting or entering into this Agreement on Savo’s behalf has all necessary legal power and authority to do so.

b. Intellectual property warranty.

Savo represent and warrant that Savo has full and sufficient rights to grant the rights and licenses granted to Subscriber in the Agreement and Subscriber’s use of and access to the Savo Property in accordance with this Agreement does not and will not infringe any US copyright, trademark, or other intellectual property rights (“IP Warranty”). Subscriber’s sole and exclusive remedies for breach of this IP Warranty are Savo’s indemnification obligations in Section 10.

9.3. DISCLAIMER OF WARRANTIES.

SUBSCRIBER IS SOLELY RESPONSIBLE FOR AND ASSUMES ALL RISKS RELATED TO SUBSCRIBER’S USE OF THE SERVICES AND THE PLATFORM. THE SERVICES, THE PLATFORM, THE SAVO PROPERTY, AND ANY OTHER CONTENT, DATA, SOFTWARE, PRODUCTS, AND SERVICES PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, SAVO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Savo expressly disclaims any implied warranties of merchantability or fitness for a particular purpose. Savo expressly disclaims any warranties of system integration, non-interference, or absence of any defects (whether latent or patent). Savo does not warrant or make any representations concerning the accuracy, completeness, quality, usability, or reliability of information or materials provided in connection with Savo’s Services, found on Savo’s Platform, or linked to Savo’s Platform. Savo expressly disclaims any warranty related to third-party websites or other third-party content that may be accessed through Savo’s Services or Savo’s Platform. Savo makes no warranty or representation on the basis of trade usage, course of dealing, or course of performance. Savo do not warrant or represent that the Services, or any other materials, data, software, products, or services provided under this Agreement or on the Platform will meet Subscriber’s requirements or that the operation of them will be uninterrupted, error-free, or that all errors will be corrected. Subscriber acknowledges that Savo’s obligations under this Agreement are for the benefit of Subscriber only. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Savo is not responsible for any delays, delivery failures, or other damages resulting from such problems.

10. Indemnification

10.1. Subscriber’s indemnification of Savo.

Subscriber agrees to defend, indemnify, and hold Savo and the Savo Indemnitees harmless from any third-party claims and related damages, losses, or costs (including reasonable attorneys’ fees and expenses) arising out of the use of the Services or Platform, breach of this Agreement, or violation of any Applicable Law or the rights of any third party by Subscriber, any User, or any person to whom Subscriber provide access to the Services or Platform.

10.2. Savo’s intellectual property indemnification of Subscriber.

If a claim is made or an action brought by a third party relating to or arising from a breach of the IP Warranty, Savo will defend Subscriber against such claim and will pay resulting costs and damages finally awarded or agreed to in settlement (with Savo’s consent), provided that Subscriber provide Savo with prompt notice of such claim and subject to the terms of this subsection 10.2 and subsection 10.3. Savo’s obligations under this subsection are conditioned on Subscriber’s agreement that if any of the Savo Property, or the use or operation thereof, becomes, or in Savo’s opinion is likely to become, the subject of such a claim, Savo may at Savo’s expense and option, either (a) procure the right for Subscriber to continue using the Services; or, (b) replace or modify the Services or other Savo Property so that it becomes non-infringing (provided such replacement or modification does not materially adversely affect Subscriber’s intended use of the Services as contemplated hereunder). If neither of the foregoing alternatives is available to Savo on commercially reasonable terms, Savo may terminate Subscriber’s access to the Services and Savo will refund any pre-paid fees pro-rata for the remainder of the Term after Subscriber’s access is terminated. Notwithstanding the foregoing, Savo has no obligation or liability to the extent that a claim arises from (i) the combination, operation, or use of the Savo Property with products, services, information, materials, technologies, methods or processes not furnished by or reasonably contemplated by Savo; (ii) modifications to the Savo Property, which modifications are not made by Savo; (iii) failure to use updates to the Savo Property provided by Savo; or (iv) use of the Savo Property in breach of the Agreement. This indemnification provision sets forth Subscriber’s sole and exclusive remedies, and Savo’s sole and exclusive liabilities, for any claims relating to or arising from a breach of the Savo IP Warranty.

10.3. Indemnification Procedures.

The party required to provide indemnification (the “Indemnitor”) and the party requesting indemnification (the “Indemnitee”) pursuant to subsection 10.1 or 10.2 above, must follow the following indemnification procedures: (a) Indemnitee agrees to give Indemnitor prompt notice of any written threat, warning, or notice of any claim for which Indemnitee intends to seek indemnification and copies of all papers served upon or received by it relating to the same, however, no delay on the part of Indemnitee in notifying Indemnitor will relieve Indemnitor from any obligations hereunder unless, and then solely to the extent that, Indemnitor is materially prejudiced thereby in the defense of settlement of the claim; (b) Indemnitee agrees to provide reasonable assistance and information to Indemnitor (at Indemnitor’s expense) regarding the defense of any claim; (c) Indemnitee will have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense; and (d) Indemnitor will assume and have the right to conduct the defense of any claim and all negotiations for settlement or compromise, provided that Indemnitor will not have the right to, without Indemnitee’s prior written consent: (i) execute any agreement, document, or pleading that names an Indemnitee as a party; (ii) make any admissions, concessions, or statements of wrongdoing regarding Indemnitee; (iii) settle any claim in any way that assesses blame against Indemnitee or that provides a remedy other than the payment of money; or (iv) settle any claim unless such settlement completely and forever releases Indemnitee with respect thereto.

11. Limitations on Liability

11.1. APPLICABILITY OF LIMITS ON LIABILITY.

ALL OF THE LIMITATIONS ON LIABILITY IN THIS SECTION 11, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, APPLY (A) REGARDLESS OF THE THEORY OF LIABILITY OR FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE; (B) REGARDLESS OF THE CAUSE OF THE DAMAGES, INCLUDING NEGLIGENCE; (C) EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (D) WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR ANY REMEDIES HAVE FAILED THEIR ESSENTIAL PURPOSE; AND (E) TO ANY CLAIMS SUBSCRIBER MAY BRING AGAINST ANY THIRD PARTY TO THE EXTENT THAT SAVO WOULD BE REQUIRED TO INDEMNIFY THAT THIRD PARTY FOR SUCH CLAIM.

11.2. LIMITS ON LIABILITY FOR CERTAIN TYPES OF DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBSCRIBER AGREE TO LIMIT CLAIMS FOR DAMAGES (OR OTHER MONETARY RELIEF) AGAINST SAVO TO DIRECT AND ACTUAL DAMAGES. THIS MEANS THAT SUBSCRIBER WILL NOT SEEK ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, TREBLE, OR PUNITIVE DAMAGES FROM SAVO.

11.3. LIMITS ON THE AMOUNT OF DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SAVO ARISING OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES THAT SUBSCRIBER PAID TO USE THE SERVICES IN THE 12 MONTHS BEFORE THE DATE OF THE BREACH OR EVENT GIVING RISE TO LIABILITY; OR, IN THE EVENT THIS AGREEMENT HAS NOT BEEN IN EFFECT FOR 12 MONTHS ON SUCH DATE, THEN THE AGGREGATE FEES PROJECTED TO BE PAID OR ACCRUED UNDER THIS AGREEMENT IN THE FIRST 12 MONTHS OF THIS AGREEMENT (THE “LIABILITY CAP”). Except that Savo’s liability arising from any of the following is instead limited to three times the Liability Cap: (i) Savo’s breach of Section 6 (Confidential Information), Section 7 (Security & Privacy), or the Data Protection Addendum; or (ii) Savo’s gross negligence or willful misconduct.

11.4. SAVO IS NOT LIABLE FOR DAMAGES OUT OF SAVO’S CONTROL.

Savo shall not be liable for any delays, problems, or damages caused by any act of nature or by any act beyond Savo’s reasonable control (for example, war, terrorist acts, labor disputes, government actions or pandemics). Additionally, the parties agree that Savo has no control over the conduct of, or any information provided by, Subscriber or Subscriber’s Users, including Subscriber Content. Subscriber agrees that Savo is not liable for delays, problems, claims, or damages caused by Subscriber, Users, or a third party, or by criminal activity by someone unrelated to Savo.

11.5. THE PARTIES AGREE TO LIMIT THE DEADLINE TO BRING CLAIMS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH AGREE THAT ALL CLAIMS RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE BROUGHT WITHIN 2 YEARS OF THE DATE THE CLAIM ARISES (EVEN IF APPLICABLE LAW PROVIDES FOR A LONGER STATUTE OF LIMITATIONS).

11.6. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.

The limitations of liability in this Section 11 constitute an important part of this Agreement and are among the reasons the parties are willing to enter into this Agreement. Without these limitations of liability, the provisions of this Agreement, including but not limited to any economic terms, would be substantially different.

12. Term, Termination, and Survival

12.1. Term.

This Agreement will commence on the date Subscriber first enters into a Subscription and continue until terminated in accordance with Section 12.2. Any term stated in a Subscription is the term for such Subscription; each Subscription may have a different term.

12.2. Termination.

a. Termination at end of Subscription.

This Agreement will terminate upon the expiration, cancellation, or termination of all outstanding Subscriptions between Subscriber and Savo.

b. Termination for material breach.

Subscriber or Savo may terminate this Agreement (and all Subscriptions that are in effect) in the event the other party commits any material breach (including non-payment) of this Agreement and fails to remedy such breach within 30 days after receiving written notice of such breach.

c. Termination for insolvency.

Subject to Applicable Law, Subscriber or Savo may terminate this Agreement (and all Subscriptions that are in effect) immediately by providing written notice to the other party in the event of the other party’s insolvency, dissolution, liquidation, assignment for the benefit of creditors, or commencement of proceedings (voluntary or involuntary) for receivership or bankruptcy.

d. Suspension of access.

Savo may suspend Subscriber’s access or suspend or terminate a User’s access to the Services if permitted by another provision of this Agreement. Savo may not be required to give any notice to Subscriber to suspend or terminate access under such other provisions.

12.3. Effect of Termination.

Upon termination of this Agreement, Subscriber and each User will immediately discontinue access to and use of the Services and Subscriber will promptly pay all outstanding amounts due. Savo has no obligation to maintain or provide access to any Subscriber Content after termination and Savo has the right to delete all information and data related to Subscriber’s account and use of the Services, including the Subscriber Content, immediately upon termination and will incur no liability for such deletion. Additionally, Subscriber may request that Savo delete all personal information in Subscriber Content upon the termination of this Agreement and certify in writing that such Subscriber Content has been deleted. Notwithstanding anything herein to the contrary, Savo may retain a copy of the Subscriber Content and the other information and data related to Subscriber’s account, as is reasonably necessary for Savo’s record retention, as required by Applicable Law, legal process, or governmental request, or to enforce or defend Savo’s rights or carry out Savo’s obligations, subject to any restrictions on use of such Subscriber Content in this Agreement.

12.4. Survival.

All provisions of this Agreement that are intended to survive or that must survive in order to give effect to its meaning (including, but not limited to, the provisions of Sections 3, 4.3, 6, 7, 8, 9, 10, 11, 12, and 13) will survive the termination or expiration of this Agreement.

13. General

13.1. Choice of law.

This Agreement is governed by the laws of the state of Texas, without regard to any conflicts of laws rules. Arbitration or court proceedings in state or federal court, as applicable, must be brought in Dallas, Texas. Each party consents to and waives all defenses of lack of personal jurisdiction or inconvenient forum to any arbitration or court proceeding brought in Dallas, Texas consistent with the terms of this Agreement.

13.2. Disputes; JURY TRIAL WAIVER.

For any and all disputes or claims Subscriber has in connection with this Agreement, Subscriber must first give Savo an opportunity to resolve Subscriber’s claim by sending a written description of Subscriber’s claim to the address in the Notice Section 13.4 below. Subscriber and Savo each agree to negotiate Subscriber’s claim in good faith. Subscriber agrees that Subscriber may not commence any court proceeding unless Subscriber and Savo are unable to resolve the claim within 60 days after Savo receives Subscriber’s claim description and Subscriber has made a good faith effort to resolve Subscriber’s claim directly with Savo during that time. If a dispute is brought before a court, the losing party must pay the prevailing party’s reasonable attorneys’ fees and costs incurred with respect to such claim. If Subscriber fails to pay any fees or other charges under this Agreement when due, Subscriber must pay Savo’s reasonable attorney’s fees and costs incurred in collection from Subscriber. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

13.3. Injunctive relief.

Subscriber and Savo acknowledge and agree that a breach by either party of its Confidentiality (Section 6), Security & Privacy (Section 7), or Data Protection Addendum responsibilities or obligations, or a breach by Subscriber of Subscriber’s responsibilities or obligations under Sections 3 or 4, could cause the other party irreparable harm for which monetary damages would not be an adequate remedy. Subscriber and Savo agree that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including, without limitation, a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. These remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13.4. Notices.

Each party may deliver notice to the other party via email, first-class mail, courier, or hand-delivery to the notice address for such party on the Subscription. If Subscriber is commencing a legal proceeding against Savo, Savo does not accept notice or service via email and Subscriber must serve Savo with legal process as required by Applicable Law. Electronic notices are considered delivered when sent or posted. Postal notices are considered delivered 3 days after mailing. Notices delivered by a nationally recognized courier (for example, UPS and FedEx) are considered delivered when received.

13.5. E-Sign Consent.

Savo may need to provide Subscriber with certain communications, notices, agreements, billing statements, or disclosures (“Communications”) in writing regarding the Services. Subscriber agrees and consents to receive Communications electronically from Savo, Savo’s affiliates, and Savo’s third-party service providers, rather than in paper form, and to the use of electronic signatures in Savo’s relationship with Subscriber (“E-Sign Consent”). Subscriber also acknowledges and agrees that Subscriber has the ability to receive Communications electronically.

13.6. Third-Party connections.

The Services and the Platform may include integrations, links, or connections to third-party websites, applications, or services. This inclusion does not imply review or endorsement by Savo; Subscriber proceeds at Subscriber’s own risk to a third-party website, application, or service. Savo does not warrant, and is not responsible for, the services, products, statements, or claims made by or about a third party, or the actions or omissions of any third-party. Subscriber must review and comply with any third-party terms of service or other provisions.

13.7. Third-Party beneficiaries.

Savo’s third-party providers, licensors, and suppliers and Savo’s affiliates are considered to be third-party beneficiaries of this Agreement solely to the extent necessary for them to enforce any protections afforded them by this Agreement, except as otherwise provided in this Agreement. There are no other third-party beneficiaries to this Agreement. All rights and benefits of this Agreement from Savo are intended solely for Subscriber as the original purchaser of the Services.

13.8. Independent Contractors.

Subscriber and Savo agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship, or franchise between the parties. Subscriber and Savo are acting as independent contractors in making and forming this Agreement.

13.9. Assignment.

The parties are prohibited from assigning this Agreement to a third party without the prior written consent of the other party to this Agreement except as provided in this subsection. Either party may assign this Agreement in its entirety (including all Subscriptions), without the other party’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of substantially of all the assigning party’s assets or to an affiliate of such party. Savo may sub-contract the performance of any part of the Services to any third party provided that Savo will remain liable for the acts and omissions of each subcontractor and each subcontractor is subject to confidentiality obligations at least as restrictive as the confidentiality obligations in this Agreement. Any permitted assignment does not relieve the assigning party of its obligations under this Agreement unless agreed in writing by the other party. Subject to the foregoing restrictions on assignment, this Agreement binds and inures to the benefit of Subscriber’s and Savo’s respective successors and permitted assigns.

13.10. Amendment.

Neither party may amend this Agreement except in a writing signed by both parties. Savo may amend the Savo User Terms at any time, which shall be deemed accepted by Users upon their continued access and use of the Platform or Services after the posting of the amended terms on the Platform or in the Services or after the delivery of such amended terms to such User by any means. Savo may amend the Data Protection Addendum at any time, which shall be deemed accepted by Subscriber upon 30 days’ of notice of such amendment to Subscriber and Subscriber’s failure to object in such 30-day period.

13.11. Waiver; cumulative remedies.

Neither party may waive any provision of this Agreement except in a writing signed by both parties. Either party’s failure to insist on or enforce strict performance of any provision of this Agreement or any of its rights is not a waiver of any provision or right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.12. Interpretation.

The headings in this Agreement are for purposes of reference only and do not limit or otherwise affect the meaning of any terms. Where the word “include”, “includes” or “including” is used, it means “include”, “includes” or “including”, in each case, “without limitation.” Where the word “or” is used, it must be interpreted in the inclusive sense commonly associated with the term “and/or”.

13.13. Severability.

If any part of this Agreement is held invalid or unenforceable, that part may be severed from the Agreement to the minimum extent necessary to cure such invalidity or unenforceability. The remainder of the Agreement must remain valid and enforceable.

13.14. Entire Agreement.

This Agreement is the entire agreement between Subscriber and Savo regarding the rights Subscriber has with respect to the Services and Platform, except as provided by Applicable Law, and Subscriber cannot rely on any other documents, statements on Savo’s Platform, or statements by any of Savo’s representatives or agents. The parties acknowledge there are no prior or contemporaneous written agreements or understandings not set forth herein.