Customer Agreement
PLEASE READ THIS CUSTOMER AGREEMENT (THIS “AGREEMENT”) BEFORE USING THE REMY SERVICES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT (AS DEFINED BELOW) IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THIS AGREEMENT. BY ACCESSING OR USING THE REMY SERVICES, YOU (THE “CUSTOMER”) SIGNIFY ACCEPTANCE OF, AND AGREE TO, THE TERMS AND CONDITIONS OF THIS AGREEMENT BETWEEN CUSTOMER AND REMY, INC., A DELAWARE CORPORATION (“REMY” AND, TOGETHER WITH CUSTOMER, THE “PARTIES” AND, EACH, A “PARTY”). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE ANY OF THE REMY SERVICES. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE WHICH IS THE EARLIER OF (A) CUSTOMER’S INITIAL ACCESS TO ANY REMY SERVICES THROUGH ANY ONLINE PROVISIONING, REGISTRATION OR ORDER PROCESS OR (B) THE EFFECTIVE DATE OF THE FIRST ORDER REFERENCING THIS AGREEMENT. THIS AGREEMENT WILL GOVERN THE CUSTOMER’S INITIAL PURCHASE ON THE EFFECTIVE DATE AS WELL AS ANY FUTURE PURCHASES MADE BY CUSTOMER.
FROM TIME TO TIME, REMY MAY MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT. UNLESS OTHERWISE SPECIFIED BY REMY, CHANGES BECOME EFFECTIVE FOR CUSTOMER UPON RENEWAL OF THE THEN-CURRENT ORDER TERM OR UPON THE EFFECTIVE DATE OF A NEW ORDER AFTER REMY PUBLISHES AN UPDATED VERSION OF THIS AGREEMENT. REMY WILL USE REASONABLE EFFORTS TO NOTIFY CUSTOMER OF CHANGES TO THE TERMS AND CONDITIONS THROUGH COMMUNICATIONS VIA CUSTOMER’S ACCOUNT, EMAIL OR OTHER MEANS. CUSTOMER MAY BE REQUIRED TO CLICK TO ACCEPT OR OTHERWISE AGREE TO THE MODIFIED AGREEMENT BEFORE RENEWING AN ORDER OR UPON THE EFFECTIVE DATE OF A NEW ORDER, AND IN ANY EVENT CONTINUED USE OF ANY REMY SERVICES AFTER AN UPDATED VERSION OF THIS AGREEMENT GOES INTO EFFECT WILL CONSTITUTE CUSTOMER’S ACCEPTANCE OF THE UPDATED VERSION.
This Agreement was last updated on October 1st, 2026.
1. Definitions.
(a) “Affiliate” of any Person means any Person that controls, is controlled by, or is under common control with such Person. As used in the context of Affiliates, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise.
(b) “AI Output” means any output generated by the Remy Services, including agent-generated designs, text, presentations, graphics, interfaces, multimedia artifacts and similar artifacts.
(c) “Authorized Users” means Customer’s employees, consultants, contractors, and agents who have been authorized by Customer to access and use the Remy Services solely on Customer’s behalf.
(d) “Customer Data” means any data uploaded to, synced with, integrated into, or otherwise made available to the Remy Services by or on behalf of Customer.
(e) “Documentation” means Remy's user materials relating to the Remy Services, which are provided by Remy to Customer through Remy's support site, either electronically or in hard copy form.
(f) “End User” means any individual with whom Customer's AI agents interact or communicate through the Remy Services on Customer's behalf.
(g) “Order” means an order placed by Customer, which may be submitted through the Remy Services, on the Remy website, or through one or more order forms executed by Customer and Remy.
(h) “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership or other entity.
(i) “Remy IP” means the Remy Services (including the Software), the Documentation, all AI models and algorithms used in connection therewith, all technology (including source code, object code and all related algorithms) related thereto and all intellectual property or proprietary rights in the foregoing. For the avoidance of doubt, Remy IP does not include Customer Data or AI Output.
(j) “Remy Services” means Remy's AI-powered customer engagement platform, delivered as a software-as-a-service offering, which enables Customer to deploy AI agents, including creative agents, product-design and ideation agents and software development agents.
(k) “Credits” means the units of usage entitling Customer to consume the Remy Services, as specified in the applicable Order.
2. Access and Use.
(a) Provision of Access. Subject to Customer’s full compliance with all terms and conditions of this Agreement, Remy hereby grants Customer a non-exclusive, non-transferable right to access and use the Remy Services during the Term, solely by Authorized Users, for Customer’s internal business purposes and in accordance with the Documentation. Remy shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Remy Services. Remy may in its sole discretion, modify, enhance or otherwise change the Remy Services from time to time; provided, that such changes will not materially limit or adversely affect the Remy Services provided to Customer hereunder.
(b) Use Restrictions. Customer shall not, directly or indirectly: (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Remy Services or any software, Documentation or data underlying or related to the Remy Services (“Software”); (ii) copy, modify, translate, or create derivative works of the Remy Services or Software, in whole or in part; (iii) use or access the Remy Services or Software for timesharing or service bureau purposes or for any purpose other than for the internal benefit of Customer as set forth in this Agreement; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Remy Services or Software; (v) remove any product identification, proprietary, copyright or other notices from the Remy Services or Software; (vi) use the Remy Services or Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable laws or regulations; (vii) use the Remy Services to transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable; or (viii) permit any third party to do any of the foregoing. Customer will use commercially reasonable efforts to prevent any unauthorized use of the Remy Services or the Software, and will promptly notify Remy of any unauthorized use that comes to Customer’s attention and provide all reasonable cooperation to prevent and terminate such use.
(c) Reservation of Rights. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Remy IP. As between the Parties, Remy retains all right, title and interest in and to the Remy IP.
(d) Suspension. Notwithstanding anything to the contrary in this Agreement, Remy may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Remy Services if: (i) Remy reasonably determines that (A) there is a threat or attack on any of the Remy IP; (B) Customer’s or any Authorized User’s use of the Remy IP disrupts or poses a security risk to the Remy IP or to any other customer or vendor of Remy; (C) Customer, or any Authorized User, is using the Remy IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Remy's provision of the Remy Services to Customer or any Authorized User is prohibited by applicable law or (ii) in accordance with Section 5(a)(iii) (any such suspension described in sub-clause (i), or (ii) of this Section, a “Service Suspension”). Remy shall use commercially reasonable efforts to provide prior notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Remy Services following any Service Suspension. Remy shall use commercially reasonable efforts to resume providing access to the Remy Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Remy will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
3. Data Security; Data Privacy.
(a) Data Security. Remy will maintain commercially reasonable administrative, physical and technical safeguards for the Remy Services to protect against the accidental or unauthorized access, use, alteration or disclosure of Customer Data properly uploaded to, synced with, or ingested by, the Remy Services and processed or stored on a computer and/or computer network owned or controlled by Remy in connection with the Remy Services. If, at any time, Remy fails to comply with this Section, Customer may promptly notify Remy in writing of any such noncompliance. Remy will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting the noncompliance is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.
(b) Data Privacy. All personal data provided by Customer will be processed in accordance with Remy’s Privacy Policy located at https://withremy.com/privacy.
4. Customer Responsibilities.
(a) General. Customer is responsible and liable for all uses of the Remy Services and Documentation resulting from access provided by Remy, including all acts and omissions of Authorized Users. Customer shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized Users’ use of the Remy Services, and shall cause Authorized Users to comply with such provisions. Customer is solely responsible for the configuration and deployment of AI agents through the Remy Services, including permissions that determine what information AI agents may access. Remy shall have no liability for any disclosure of Customer Data to End Users resulting from Customer's configuration of the Remy Services.
(b) Customer Data. Customer is responsible for the accuracy, completeness, quality and legality of all Customer Data. Customer shall not use the Remy Services to transmit any content that: (i) infringes any third party's intellectual property or other rights; (ii) contains sexually explicit content or pornography; (iii) contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group; (iv) exploits minors; (v) depicts unlawful acts or extreme violence; (vi) promotes fraudulent schemes or any other dubious money-making ventures; or (vii) violates any applicable law.
(c) Third Party Services. Customer acknowledges and agrees that (i) the Remy Services may operate on, with or using services operated or provided by Customer or third parties (e.g., other technology systems or vendors of Customer, including collaborative software and productivity tools) (“Third Party Services”), (ii) the availability and operation of the Remy Services or certain portions thereof may be dependent on the performance of such Third Party Services, and (iii) Customer’s failure to provide adequate access to such Third Party Services may result in an interruption or unsatisfactory performance of the Remy Services. Remy does not make any representations or warranties with respect to Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
5. Fees and Payment.
(a) Fees. Customer shall pay Remy the fees (“Fees”) as set forth in the applicable Order, which may include a recurring platform fee, charges for Credits, and any one-time fees for platform trials or pilots, in each case as specified in the Order, without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Order. If Customer fails to make any payment when due in accordance with the Order, without limiting Remy's other rights and remedies: (i) Remy may charge interest on past due amounts at a rate of 1.5% per month or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Remy for all costs incurred by Remy in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, Remy may suspend Customer’s and its Authorized Users’ access to any portion or all of the Remy Services until such amounts are paid in full.
(b) Payment Method and Recurring Billing. The terms of Customer’s payment will be based on its payment method and may be determined by agreements between Customer and the financial institution, credit card issuer or other provider of Customer’s chosen payment method. If Remy, through the payment processor, does not receive payment from Customer, Customer agrees to pay all amounts due on the Customer account upon demand. Some Orders may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by Customer. By choosing a recurring payment plan, Customer acknowledges that such Remy Services have an initial and recurring payment feature and Customer accepts responsibility for all recurring charges prior to cancellation. REMY MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR WHEN USAGE OF CREDITS REACHES A THRESHOLD) WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UNTIL CUSTOMER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY REMY) THAT CUSTOMER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE ITS PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE REMY REASONABLY COULD ACT. TO TERMINATE A PAYMENT AUTHORIZATION OR CHANGE A PAYMENT METHOD, GO TO ACCOUNT SETTINGS.
(c) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Remy’s income.
6. Customer Data; AI Output.
(a) General. As between the Parties, Customer retains all right, title and interest in and to its Customer Data. By making Customer Data available through the Remy Services, Customer grants Remy a non-exclusive, worldwide license to use, reproduce, store, process, modify, and display Customer Data as necessary to provide and operate and improve the Remy Services, including to transfer Customer Data to third-parties in connection with the products and services offered by Remy from time to time. Upon termination or expiration of this Agreement, Remy shall, at Customer's election, return or delete all Customer Data in its possession or control, subject to any retention required by applicable law.
(b) AI Output. Customer acknowledges and agrees that AI Output is generated by artificial intelligence and machine learning technologies and may contain inaccuracies, errors, or omissions. Remy does not warrant or guarantee the accuracy, completeness, reliability, or suitability of any AI Output for any particular purpose. Customer is solely responsible for reviewing, validating, and determining the appropriateness of any AI Output before relying upon or acting on such AI Output or permitting such AI Output to be communicated to End Users. Remy shall have no liability for any losses, damages, or claims arising from Customer's or any End User's reliance on AI Output. As between the Parties, and to the extent permitted by applicable law, Customer shall own all right, title and interest in AI Output generated specifically from Customer Data; provided, however, that Remy retains all right, title and interest in and to the underlying models, algorithms, and technology used to generate such AI Output.
7. Confidential Information; Feedback.
(a) Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) publicly available; (b) rightfully known to the receiving Party on a non-confidential basis; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, or reference to, the Confidential Information of the disclosing Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any Person, except to the receiving Party’s employees, consultants, agents or representatives who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (such Persons, its “Representatives”). In addition, and except as permitted herein, the receiving Party shall not use the Confidential Information of the disclosing Party except as necessary to exercise its rights or perform its obligations hereunder. The receiving Party shall be responsible for any unauthorized access, use or disclosure of the disclosing Party’s Confidential Information by the receiving Party’s Representatives. Each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. All Confidential Information disclosed pursuant to the preceding sentence will remain subject to the confidentiality and non-use obligations contained herein for all purposes other than such permitted disclosure. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and, at the disclosing Party’s request, certify in writing that such Confidential Information has been destroyed. Each Party’s confidentiality obligations with regard to Confidential Information are effective as of the Effective Date and will survive expiration or termination of this Agreement.
(b) Feedback. Customer or any of its employees or contractors may send or transmit any communications or materials to Remy by mail, email, telephone, or otherwise, suggesting or recommending changes to the Remy Services, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”). In such case, Customer shall, and hereby does, grant to Remy a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
8. Warranties and Disclaimers.
(a) Mutual. Each Party represents and warrants that (i) it is duly organized, validly existing, and in good standing under the laws of the state of its organization; (ii) it has the necessary organizational power and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to the other Party herein; (iii) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder do not and will not violate any other agreement to which such Party is a party or by which it is otherwise bound; and (iv) it and its performance hereunder will comply with all applicable laws and regulations.
(b) Remy. Remy warrants that it will not knowingly include, in the Remy Services provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data.
(c) Disclaimers. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 8, THE REMY SERVICES AND ALL AI OUTPUT ARE PROVIDED “AS IS” AND REMY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. REMY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8, REMY MAKES NO WARRANTY OF ANY KIND THAT THE REMY SERVICES, ANY AI OUTPUT, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, ARE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR ARE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, REMY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY AI OUTPUT AND CUSTOMER ACKNOWLEDGES THAT AI OUTPUT MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS.
9. Indemnification.
(a) Remy Indemnification. Remy shall indemnify, defend, and hold harmless Customer from and against any and all out of pocket losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Remy Services infringe or misappropriate such third party’s U.S. patents, copyrights, trademarks or trade secrets; provided, that Customer promptly notifies Remy in writing of the claim, cooperates with Remy, and allows Remy sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit Remy, at Remy's sole discretion, to (i) modify or replace the Remy Services, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use of the Remy Services in the manner permitted in this Agreement. If Remy reasonably determines that neither alternative is reasonably available, Remy may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and refund Customer all prepaid but unused fees for the remainder of the then-current Term. The first sentence of this Section 9(a) will not apply with respect to portions or components of the Remy Services (V) not created by Remy, including but not limited to Customer Data or Third Party Services; (W) that are modified by anyone other than Remy where the alleged infringement relates to such modification; (X) combined with other products, processes or materials where the alleged infringement relates to such combination; (Y) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement or (Z) where Customer’s use thereof is not strictly in accordance with this Agreement and all Documentation.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Remy's option, defend Remy from and against any Losses resulting from any Third-Party Claim (i) excluded from the indemnity obligation in Section 9(a) above, (ii) arising from Customer’s or any Authorized User’s negligence or willful misconduct or use of the Remy Services in a manner not authorized by this Agreement, or (iii) arising from Customer's breach of its representations, warranties, or obligations under Section 4(b). Customer may not settle any Third-Party Claim against Remy unless Remy consents to such settlement, and further provided that Remy will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND REMY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE REMY SERVICES INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. Limitations of Liability.
(a) Indirect Liabilities. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FOR THE AVOIDANCE OF DOUBT, REMY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO ANY AI OUTPUT, INCLUDING ANY INACCURACY, ERROR, OR OMISSION THEREIN.
(b) Direct Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO REMY UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) Exclusions. THE FOREGOING LIMITATIONS IN THIS SECTION 10 SHALL NOT LIMIT (I) A PARTY’S INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 9; (II) DAMAGES ARISING IN CONNECTION WITH A PARTY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; OR (III) DAMAGES ARISING IN CONNECTION WITH A PARTY’S MISAPPROPRIATION OR OTHER UNAUTHORIZED USE OF THE OTHER PARTY’S TECHNOLOGY.
11. Term and Termination.
(a) Term. The initial term of this Agreement (the “Initial Term”) begins on the Effective Date and lasts for the duration of the initial term length set forth in the initial Order entered into hereunder. This Agreement and each Order entered into hereunder will automatically renew for successive terms of the same duration as the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”) unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term. Remy may increase the subscription prices for any Renewal Term by providing written notice to Customer at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.
(b) Termination. In addition to any other express termination right set forth in this Agreement: (i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach and (ii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (W) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (X) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (Y) makes or seeks to make a general assignment for the benefit of its creditors; or (Z) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. For clarity, in no event shall Customer be permitted to terminate any Order for convenience unless such Order provides for month-to-month use of the Remy Services without a committed term length.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Remy IP and, without limiting Customer’s obligations under Section 7, Customer shall delete, destroy, or return all copies of the Remy IP and certify in writing to Remy that the Remy IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund. Subject to Section 6(a), Remy shall, upon Customer's written request made within thirty (30) days following termination or expiration, make available to Customer a copy of Customer Data in Remy's possession in a commonly used electronic format, after which Remy may delete all Customer Data in its systems.
(d) Survival. This Section 11(d) and Sections 1, 2(c), 4, 5, 7, 8(c), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Miscellaneous.
(a) Entire Agreement. This Agreement, together with each Order entered into hereunder and any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email, or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
(c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. Notwithstanding the foregoing, Customer shall not be excused from its payment obligations as a result of the occurrence or persistence of a force majeure event.
(d) Amendment and Modification; Waiver. From time to time, Remy may modify this Agreement by providing notice to Customer. Such notice may be provided in writing, electronically (including through e-mail or through the Remy Services), or by Remy posting an updated version of this Agreement to its website. The modified version of this Agreement will not become effective as to Remy Services until the first day of the next Renewal Term following the date such modification is posted. Continued use of the Remy Services during a Renewal Term following the modification of this Agreement will constitute Customer’s consent to such modification. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in San Francisco, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
(g) Construction. As used in this Agreement, all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. The words “hereof,” “herein” and “hereunder” and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented in accordance herewith, and not to any subdivision contained in this Agreement. The word “including” when used herein is not intended to be exclusive and means “including, without limitation.” Any reference to a Person shall include that Person’s successors and assigns or to any Person succeeding to that Person’s functions. All references in this Agreement to “Sections” and “Exhibits” refer to the sections and exhibits of this Agreement. Where a date or time period is specified, it will be deemed inclusive of the last day in such period or the date specified, as the case may be. Words, obligations, representations, restrictions, rights, remedies or other matters connected by the word “or” are not exclusive of one another, unless expressly stated otherwise.
(h) Publicity. During the term of this Agreement, Remy may include Customer’s name and logo in its marketing materials, customer lists, pitch decks, landing pages, case studies, and on its website. To the extent Customer provides standard trademark usage guidelines, Remy shall use Customer’s name and logo in accordance with the guidelines provided by Customer in writing to Remy, if any. Customer hereby grants Remy a non-exclusive, royalty-free, limited license to use Customer's name, logo, and trademarks solely for the purposes described in this Section during the Term. In addition, Customer will cooperate with Remy with respect to a mutually agreed joint press release.
(i) Relationship of the Parties. For all purposes under this Agreement, each Party will be and act as an independent contractor of the other and will not bind or attempt to bind the other to any contract, and nothing contained herein shall be deemed to constitute either Party as an employee, partner, joint venturer, or agent of the other Party. NOTWITHSTANDING ANY DUTY (INCLUDING ANY FIDUCIARY DUTY) THAT MAY OTHERWISE EXIST AT LAW OR IN EQUITY, TO THE FULLEST EXTENT PERMITTED BY LAW, (I) NO PARTY SHALL HAVE A FIDUCIARY DUTY TO ANY PERSON BOUND BY THIS AGREEMENT, AND (II) THE SOLE DUTIES, IF ANY, OF EACH PARTY TO THIS AGREEMENT AND ITS RESPECTIVE AFFILIATES TO ANY PERSON BOUND BY THIS AGREEMENT SHALL BE LIMITED TO THE CONTRACTUAL DUTIES IMPOSED BY THIS AGREEMENT.
(j) Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, except that either Party may assign this Agreement without consent of the other Party to its successor in interest pursuant to a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relate. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. For clarity, the foregoing shall not restrict or otherwise limit Remy's ability to subcontract portions of the Remy Services to its vendors, including its cloud hosting provider.
(k) Export Regulation. The Remy Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Remy Services or the underlying software or technology to, or make the Remy Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Remy Services or the underlying software or technology available outside the US.
(l) US Government Rights. Each of the Documentation and the software components that constitute the Remy Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Remy Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
(m) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the additional case for Customer, Sections 2(b) would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including 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. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.