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Service Agreement

Last updated: April 28, 2022

This Service Agreement (the “Agreement”) governs access to and use of the Assistiv Labs’ (“Assistiv”) software for testing accessibility of websites across a variety of assistive technologies, web browsers, and operating systems (the “Services”). The Services are accessed as a Software as a Service offering though assistivlabs.com.

By creating an account with Assistiv, accessing and/or using the Services, the individual or company that registers to access the Services (the “Customer”) irrevocably agrees to this Agreement. Assistiv and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

Notwithstanding the foregoing, the Customer may enter into a separate Service Agreement (“Customer Agreement”) with Assistiv relating to the Services. In case of any conflict or inconsistency between this Agreement and a Customer Agreement, the Customer Agreement shall take precedence, provided that such Customer Agreement has been signed by an authorized signatory of Assistiv.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT CREATE AN ACCOUNT, OR ACCESS OR USE, THE SERVICES.

1. Additional Definitions.

(a) “Account-Related Information” means contact information, payment information, and biographical information about Customer’s representatives and contacts used for marketing, creating new Authorized Users to use Services, and to maintain existing accounts.

(b) “Assistiv IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing.

(c) “Authorized User” means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(d) “Customer Data” means, other than Usage Data and Account-Related Information, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(e) “Documentation” means Assistiv's user documentation relating to the Services provided by Assistiv to Customer.

(f) “Personal Information” means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to: (i) identifiers such as a real name, alias, postal address, unique personal identifier, IP address, email address, account name, social security number, driver’s license number, government identification card number, passport number, or other similar identifiers; (ii) any patient, medical records or other protected or regulated health information; (iii) any financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations; or (iv) information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy laws or data security laws.

(g) “Test Environment” means virtual machines, physical electronic devices, and device emulators on which you may use the Services to run tests.

(h) “Usage Data” means data and information related to Customer's use of the Services that is used by Assistiv in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

2. Access and Use.

(a) Provision of Access. Subject to terms and conditions of this Agreement, Assistiv hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term (as defined in Section 10), solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Assistiv hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(b)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation 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 law.

(d) Customer Data Maintenance and Use. Upon termination of a test, the Test Environment will be deleted (or, for physical, non-emulated devices, reset to factory settings). As a result, any Customer Data resident in a Test Environment will be deleted after completion of the test. The Services do not store or create backups of Customer Data, except short-term technical backups occasionally necessary to provide the Services. Customer agrees that Customer Data shall include only copies of Customer Data and any other data submitted to Services. Do not submit any data needed for backup or archival purposes.

(e) Customer Data Restrictions. Customer: (i) acknowledges that the Services are not designed for use with (and do not require) Personal Information included in Customer Data; (ii) specifically agrees not to use the Services to collect, store, process or transmit any Personal Information other than Account-Related Information, and will not submit to the Services any Customer Data containing any Personal Information; (iii) will not use the Services with any Customer Data that (A) is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in Assistiv’s discretion; (B) contains viruses, bots, worms, scripting exploits or other similar materials; or (C) could otherwise cause damage to Assistiv or any third party. Assistiv will have no liability under this Agreement for Personal Information included within Customer Data, or any security incident or breach regarding such Personal Information, notwithstanding anything to the contrary herein.

(f) Reservation of Rights. Assistiv reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses 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 Assistiv IP.

(g) Suspension. Notwithstanding anything to the contrary in this Agreement, Assistiv may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Assistiv reasonably determines that (A) there is a threat or attack on any of the Assistiv IP; (B) Customer's or any Authorized User's use of the Assistiv IP disrupts or poses a security risk to the Assistiv IP or to any other customer or vendor of Assistiv; (C) Customer, or any Authorized User, is using the Assistiv 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) Assistiv's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Assistiv has suspended or terminated Assistiv's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 4(a) (any such suspension, a “Service Suspension”).

(h) Usage Data. Notwithstanding anything to the contrary in this Agreement, Assistiv may monitor Customer's use of the Services and collect and compile non-personally identifiable Usage Data. Assistiv may use the Usage Data to analyze, operate, support, market, or otherwise improve the Services during and after the Term of this Agreement.

3. Customer Responsibilities.

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.

4. Fees and Payment.

(a) Free Trials. Customer may sign up for a free trial of the Services. During a free trial, Customer may use the Services in accordance with the terms and conditions of this Agreement. Free trials are to be used only by Customer to determine whether to purchase a paid subscription to the Services. If Customer does not purchase a paid subscription, this Agreement and Customer’s right to access and use the Services will terminate at the end of the trial period. Assistiv has the right to terminate a free trial at any time for any reason with or without notice. A Free trial may not include all functionality and features accessible as part of a paid subscription. Further, and notwithstanding anything to the contrary in this agreement:

ASSISTIV DOES NOT PROVIDE ANY WARRANTY, INDEMNIFICATION, OR SUPPORT WITH A FREE TRIAL.

(b) Fees. Some features of the Services may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy available in the Services or on Assistiv’s website. If Customer upgrades plans, fees will be prorated for any partial months. If Customer fails to make any payment when due, without limiting Assistiv's other rights and remedies: (i) if such failure continues for 15 days days or more, Assistiv may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

(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 Assistiv's income.

5. Confidential Information.

(a) In connection with this Agreement each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 5(b), “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, technology and marketing information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential.

(b) Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

(c) Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; except as may be permitted by and subject to its compliance with Section 5(e), not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 5(c); and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 5. The Receiving Party shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care used to protect its similarly sensitive information and in no event less than a reasonable degree of care and ensure compliance with, and be responsible and liable for any of its representatives’ non-compliance with, the terms of this Section 5.

(d) Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

(e) Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 5 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

6. Intellectual Property Ownership; Feedback.

(a) Assistiv IP. Customer acknowledges that, as between Customer and Assistiv, Assistiv owns all right, title, and interest, including all intellectual property rights, in and to the Assistiv IP.

(b) Customer Data. Assistiv acknowledges that, as between Assistiv and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Assistiv a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Assistiv to provide the Services to Customer.

(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Assistiv by mail, email, telephone, or otherwise, suggesting or recommending changes to the Assistiv IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Assistiv is free to use, without compensation, such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.

7. Service Warranty.

(a) Service Warranty. If Customer is a paying subscriber to the Services, Assistiv warrants to Customer that it will provide the Services during the applicable Term (as defined in Section 10) substantially in accordance with its Documentation under normal use. In the event of any breach of such warranty, Customer’s exclusive remedy will be Assistiv’s commercially reasonable efforts to correct the deficient Services, or if Assistiv determines such remedy to be impractical, either Party may terminate this Agreement and Assistiv will refund a prorated portion of Customer’s pre-paid Fees. Customer must notify Assistiv in writing of any warranty deficiency within 10 days from receipt of the deficient Services in order to receive the foregoing warranty remedy.

(a) Disclaimer. EXCEPT AS SET FORTH IN SECTION 7(a), THE ASSISTIV IP IS PROVIDED “AS IS” AND ASSISTIV HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ASSISTIV 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. ASSISTIV MAKES NO WARRANTY OF ANY KIND THAT THE ASSISTIV IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Indemnification.

(a) Assistiv Indemnification.

(i) Subject to Section 8(a)(ii), Assistiv shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Assistiv in writing of the claim, cooperates with Assistiv, and allows Assistiv sole authority to control the defense and settlement of such claim.

(ii) If such a claim is made or appears possible, Customer agrees to permit Assistiv, at Assistiv's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Assistiv determines that neither alternative is reasonably available, Assistiv may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii) This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Assistiv or authorized by Assistiv in writing; (B) modifications to the Services not made by Assistiv; or (C) Customer Data.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Assistiv's option, defend Assistiv from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Assistiv or authorized by Assistiv in writing; or (iv) modifications to the Services not made by Assistiv, provided that Customer may not settle any Third-Party Claim against Assistiv unless Assistiv consents to such settlement, and further provided that Assistiv 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 8 SETS FORTH CUSTOMER'S SOLE REMEDIES AND ASSISTIV'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL ASSISTIV'S LIABILITY UNDER THIS SECTION 8 EXCEED THE AMOUNT RECEIVED BY ASSISTIV FROM CUSTOMER IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO A CLAIM.

9. Limitations of Liability.

(a) EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED IN 9(b)), 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 ASSISTIV WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. 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 OR OWED TO ASSISTIV UNDER THIS AGREEMENT IN THE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(b) “Excluded Claims” means (i) Customer’s indemnification obligations under this Agreement and (ii) any claims that may not be capped or limited by applicable law. The Parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

10. Term and Termination.

(a) Term. The initial term of this Agreement begins when Customer agrees to this Agreement and will continue in effect unless terminated earlier pursuant to this Agreement's express provisions (the “Initial Term”). This Agreement will automatically renew for an unlimited number of additional successive terms unless: (i) earlier terminated pursuant to this Agreement's express provisions; (ii) or Customer clicks the cancellation link available in the Services; (iii) or either Party gives the other Party written notice of non-renewal at least 25 days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) Assistiv may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 15 days after Assistiv's delivery of written notice thereof; or (B) breaches any of its obligations under Sections 2(c), 2(d), or 2(e);

(ii) 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; or

(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) 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; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) 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.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Assistiv IP. 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.

(d) Survival. This Section 10(d) and Sections 1, 4, 5, 6, 8, 9, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Additional Terms.

(a) Assistiv reserves the right to modify the terms of this Agreement, including Fees, at any time in its sole discretion by including such alteration and/or modification in this Agreement, along with a notice of the effective date of the modified Agreement. If a revision meaningfully reduces Customer’s rights, Assistiv will use reasonable efforts to notify Customer in advance. To the extent Customer has paid Fees to access Services, the modified Agreement will be effective upon the earlier of (i) Customer’s next Renewal Term, or (ii) Customer’s acceptance of the modified Agreement by clicking “Accept” (or similar button or checkbox) at the time Customer is presented with the modified Agreement. If Customer does not agree with a change, Customer may decline renewal as set forth in Section 10(a). Customer’s use of the Services after failing to decline renewal shall be deemed to indicate irrevocable agreement to such modified terms.

(b) By creating an account, accessing or using Services Customer’s accepts this Agreement notwithstanding anything to the contrary in any document issued by Customer. If any document issued by Customer contains any terms or conditions that are different from or additional to the terms and conditions set forth in this Agreement, then Assistiv expressly rejects such different or additional terms and conditions, and such different or additional terms and conditions shall not become a part of the agreement between the Parties notwithstanding any subsequent acknowledgement, invoice or license that Assistiv may issue.

(c) Miscellaneous. This Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party. This Agreement contains the entire agreement (and supersedes all prior written and oral agreements) between the Parties and/or their Affiliates regarding the subject matter of this Agreement. If a court or other body of competent jurisdiction finds any provision of this Agreement (or portion thereof) to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible, and the remainder of this Agreement will continue in full force and effect. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision will not be construed as a waiver of the provision nor prevent the Party from enforcing any other provision. As used in this Agreement, the words “include” and “including” and variations shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as set forth in Section 11(a), this Agreement may not be amended or modified except by a writing signed by both Parties. The Parties may execute this Agreement in counterparts, each of which will be deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered or digital transmission, and digital copies of executed signature pages as well as electronic signatures will be binding as originals.

(d) Notices. Assistiv may give notice applicable to Assistiv’s general customer base by means of a general notice in the Services, and notices specific to you by email to the email address associated with your Authorized User. If you have a dispute with Assistiv, wish to provide notice under this Agreement, or become insolvent or other legal proceedings, you must promptly send notice to Assistiv at 185 NE Snohomish Ave, PO Box 481, White Salmon, WA 98672; Attn: Legal.

(e) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Washington 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 Washington.

(f) Equitable Relief. The Parties acknowledge and agree that a breach or threatened breach of 2(c), would cause irreparable harm for which monetary damages would not be an adequate remedy. The Parties agree that, in the event of such breach or threatened breach, the injured Party will be entitled to seek equitable relief, without the requirement to post a bond, or to prove monetary damages and may apply for such relief in any court of appropriate jurisdiction. Such remedies are not exclusive and are in addition to all other remedies that may be available.

(g) Dispute Resolution. Except for matters governed by Section 11(e), if a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the AAA in accordance with its Expedited Procedures of the Commercial Arbitration Rules by a single arbitrator, and proceedings shall be conducted electronically to the extent reasonable as determined by the arbitrator. Claims shall be heard by a single arbitrator. The place of arbitration shall be Klikitat County, Washington. The arbitration shall be governed by the laws of the State of Washington. Arbitrators will have the authority to allocate the costs of the arbitration process among the parties, but will only have the authority to allocate attorneys' fees if a particular law permits them to do so.