DEV STREAM LABS, INC.

1. Definitions

"Access Credentials"

means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

"Action"

means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate"

of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

"Application Programming Interface" or "API"

means one or more application programming interfaces which Dev Stream Labs may make available, as described on the Website, to allow Customer to access the Dev Stream Labs Hosted Services.

"Authorized Users"

means Customer's employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms; and (b) for whom access to the Services has been purchased hereunder.

"Customer Data"

means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

"Customer Systems"

means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.

"Dev Stream Labs Disabling Device"

means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Dev Stream Labs or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Dev Stream Labs or its designee.

"Dev Stream Labs Materials"

means the Services, including both the APIs and the Website, Specifications, Documentation, and Dev Stream Labs Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Dev Stream Labs or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Dev Stream Labs Systems. For the avoidance of doubt, Dev Stream Labs Materials include Resultant Data and any information, data, or other content derived from Dev Stream Labs' monitoring of Customer's access to or use of the Services and the improvements to the artificial intelligence/machine learning models resulting from the Processing of the Customer Data, but do not include Customer Data.

"Dev Stream Labs Personnel"

means all individuals involved in the performance of Services as employees, agents, or independent contractors of Dev Stream Labs or any Subcontractor.

"Dev Stream Labs Systems"

means the information technology infrastructure used by or on behalf of Dev Stream Labs in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Dev Stream Labs or through the use of third-party services.

"Documentation"

means any manuals, instructions, or other documents or materials the Dev Stream Labs provides or makes available to Customer on the Website in any form or medium and which describe the functionality, components, features, or requirements of the Services or Dev Stream Labs Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

"Harmful Code"

means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Dev Stream Labs Systems as intended by these Terms. Harmful Code does not include any Dev Stream Labs Disabling Device.

"Intellectual Property Rights"

means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law"

means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses"

means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Person"

means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Process"

means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Representatives"

means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

"Resultant Data"

means data and information related to Customer's use of the Services, including without limitation Customer Data Processed by the Services, that is used by Dev Stream Labs in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, or in connection with the Services application of artificial intelligence/machine learning models, including modifications or improvements to such artificial intelligence/machine learning models resulting from the Processing of such Customer Data.

"Services"

means those services that Dev Stream Labs makes available to Customer that may be accessed either via a Website or one or more APIs, as may be specified in more detail on the Website.

"Specifications"

means the specifications for the Services set forth on the Website.

"Third-Party Materials"

means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Dev Stream Labs.

"Website"

means one or more websites that Dev Stream Labs may make available to access or use the Services.

2. Services

2.1 Website Access and Use

Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of these Terms, Dev Stream Labs hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13.8) right to access the Website to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use.

2.2 API Access and Use

Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of these Terms, if the Website specifies that Customer will have API access to the Services, Dev Stream Labs hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13.8) right to make calls on the API to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.

2.3 Documentation License

Dev Stream Labs hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13.8) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

2.4 Service and System Control

Except as otherwise expressly provided in these Terms, as between the parties: (a) Dev Stream Labs has and will retain sole control over the operation, provision, maintenance, and management of the Dev Stream Labs Materials; and (b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Dev Stream Labs Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Dev Stream Labs; (ii) results obtained from any use of the Services or Dev Stream Labs Materials; and (iii) conclusions, decisions, or actions based on such use.

2.5 Reservation of Rights

Nothing in these Terms grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Dev Stream Labs Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Dev Stream Labs Materials, and the Third-Party Materials are and will remain with Dev Stream Labs and the respective rights holders in the Third-Party Materials.

2.6 Changes

Dev Stream Labs reserves the right, in its sole discretion, to make any changes to the Services and Dev Stream Labs Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Dev Stream Labs' services to its customers; (ii) the competitive strength of or market for Dev Stream Labs' services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.

2.7 Suspension or Termination of Services

Dev Stream Labs may, directly or indirectly, and by use of a Dev Stream Labs Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other Person's access to or use of all or any part of the Services or Dev Stream Labs Materials, without incurring any resulting obligation or liability, if: (a) Dev Stream Labs receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Dev Stream Labs to do so; or (b) Dev Stream Labs believes, in its reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any material term of these Terms, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under these Terms or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) these terms expire or are terminated.

3. Use Restrictions; Service Usage and Data Storage

3.1 Use Restrictions

Customer shall not, and shall not permit any other Person to, access or use the Services or Dev Stream Labs Materials except as expressly permitted by these Terms and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as these Terms expressly permit:

• copy, modify, or create derivative works or improvements of the Services or Dev Stream Labs Materials;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Dev Stream Labs Materials to any Person;
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Dev Stream Labs Materials, in whole or in part;
• bypass or breach any security device or protection used by the Services or Dev Stream Labs Materials;
• input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
• damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Dev Stream Labs Systems, or Dev Stream Labs' provision of services to any third party;
• remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Dev Stream Labs Materials;
• access or use the Services or Dev Stream Labs Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law;
• access or use the Services or Dev Stream Labs Materials for purposes of competitive analysis of the Services or Dev Stream Labs Materials, the development, provision, or use of a competing software service or product;
• otherwise access or use the Services or Dev Stream Labs Materials beyond the scope of the authorization granted under this Section 3.1.

3.2 Service Usage and Data Storage

The Website sets forth Fees for designated levels of usage and data storage (each a "Service Allocation"), beginning with the Fees payable by Customer for the levels of usage and data storage as of the start of these Terms. If Customer exceeds its Service Allocation for any relevant period, Customer shall also pay to Dev Stream Labs the applicable excess usage and storage Fees set forth on the Website.

4. Customer Obligations

4.1 Customer Systems and Cooperation

Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide Dev Stream Labs Personnel with such access to Customer Systems as is necessary for Dev Stream Labs to perform the Services in accordance with the Specifications; and (c) provide all cooperation and assistance as Dev Stream Labs may reasonably request to enable Dev Stream Labs to exercise its rights and perform its obligations under and in connection with these Terms.

4.2 Effect of Customer Failure or Delay

Dev Stream Labs is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under these Terms (each, a "Customer Failure").

4.3 Corrective Action and Notice

If Customer becomes aware of any actual or threatened activity prohibited by Section 3.1, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects; and (b) notify Dev Stream Labs of any such actual or threatened activity.

5. Security

5.1 Information Security

Dev Stream Labs will employ security measures in accordance with Dev Stream Labs' data privacy and security policy, as amended from time to time, a current copy of which is available at https://devstreamlabs.com/privacy-policy.

5.2 Customer Control and Responsibility

Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer's information technology infrastructure; (d) the security and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of the Services and Dev Stream Labs Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users' Access Credentials.

5.3 Access and Security

Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data.

6. Fees and Payment

6.1 Free Services

Certain Services, including the Build Buddy service, may be available for no charge. If you are only using the Services for such free services, this Section may not apply.

6.2 Fees

If Customer is accessing and using paid Services, Customer shall pay Dev Stream Labs the fees set forth on the Website ("Fees") in accordance with this Section 6.

6.3 Taxes

All Fees and other amounts payable by Customer under these Terms 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 Dev Stream Labs' income.

6.4 Payment

If applicable to the Services, Customer grants Dev Stream Labs permission to charge the provided payment method the Fees set forth on the Website for the applicable Services. IF SPECIFIED ON THE WEBSITE, CERTAIN FEES MAY BE RECURRING BASED ON THE APPLICABLE SERVICES. CUSTOMER GRANTS DEV STREAM LABS PERMISSION TO CHARGE THE PROVIDED PAYMENT METHOD PERIODICALLY AS DESCRIBED ON THE WEBSITE.

6.5 Late Payment

If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (a) Dev Stream Labs may charge interest on the past due amount at the rate of 1.5% per month; (b) Customer shall reimburse Dev Stream Labs for all reasonable costs incurred in collecting any late payments; and (c) if such failure continues for 5 days following written notice thereof, Dev Stream Labs may suspend performance of the Services.

6.6 No Deductions or Setoffs

All amounts payable to Dev Stream Labs under these Terms shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

6.7 Fee Increases

Dev Stream Labs may increase Fees for any Renewal Term by providing written notice to Customer at least 30 calendar days prior to the commencement of such Renewal Term.

7. Confidentiality

7.1 Confidential Information

In connection with these Terms each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 7.2, "Confidential Information" means information in any form or medium that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing. Without limiting the foregoing, all Dev Stream Labs Materials are the Confidential Information of Dev Stream Labs.

7.2 Exclusions

Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed; (b) was or becomes generally known by the public other than by the Receiving Party's noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party; or (d) the Receiving Party can demonstrate was independently developed without reference to or use of any Confidential Information.

7.3 Protection of Confidential Information

As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under these Terms; (b) not disclose or permit access to Confidential Information other than to its Representatives who need to know such information; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least a reasonable degree of care; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure.

7.4 Compelled Disclosures

If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order.

8. Intellectual Property Rights

8.1 Dev Stream Labs Materials

All right, title, and interest in and to the Dev Stream Labs Materials, including all Intellectual Property Rights therein, are and will remain with Dev Stream Labs. Customer has no right, license, or authorization with respect to any of the Dev Stream Labs Materials except as expressly set forth in Section 2.1. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Dev Stream Labs an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

8.2 Customer Data

As between Customer and Dev Stream Labs, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 8.3.

8.3 Consent to Use Customer Data

Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Dev Stream Labs to enforce these Terms and exercise Dev Stream Labs' rights and perform Dev Stream Labs' obligations hereunder and to create Resultant Data.

9. Representations and Warranties; Disclaimer

9.1 Representations and Warranties

Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing; (b) it has the full right, power, and authority to enter into and perform its obligations under these Terms; and (c) these Terms will constitute the legal, valid, and binding obligation of such party. Customer represents, warrants, and covenants to Dev Stream Labs that Customer owns or otherwise has the necessary rights and consents in and relating to the Customer Data so that, as Processed in accordance with these Terms, they do not violate any Intellectual Property Rights of any third party or any applicable Law.

9.2 DISCLAIMER OF WARRANTIES

ALL SERVICES AND DEV STREAM LABS MATERIALS ARE PROVIDED "AS IS." DEV STREAM LABS 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. DEV STREAM LABS MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

10. Indemnification

10.1 Dev Stream Labs Indemnification

Dev Stream Labs shall indemnify, defend, and hold harmless Customer and Customer's officers, directors, employees, agents, permitted successors, and assigns from and against any and all Losses resulting from any Action by a third party that Customer's use of the Services in accordance with these Terms infringes or misappropriates such third party's copyrights or trade secrets.

10.2 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Dev Stream Labs and its Subcontractors and Affiliates from and against any and all Losses resulting from any Action by a third party that arise out of or result from: (a) Customer Data; (b) any other materials or information provided by Customer; (c) Customer's breach of any of its obligations under these Terms; or (d) negligence or more culpable act or omission by Customer.

10.3 Indemnification Procedure

Each party shall promptly notify the other party in writing of any Action for which it believes it is entitled to be indemnified. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice at its sole cost and expense. The Indemnitor shall not settle any Action on terms that adversely affect the Indemnitee without prior written consent.

10.4 Mitigation

If any of the Services or Dev Stream Labs Materials are, or in Dev Stream Labs' opinion are likely to be, claimed to infringe any third-party Intellectual Property Right, Dev Stream Labs may, at its option: (a) obtain the right for Customer to continue to use the Services; (b) modify or replace the Services to seek to make them non-infringing; or (c) terminate these Terms with respect to all or part of the Services.

10.5 Sole Remedy

THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND DEV STREAM LABS' 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.

11. Limitations of Liability

11.1 EXCLUSION OF DAMAGES

IN NO EVENT WILL DEV STREAM LABS OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE OR LOSS OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

11.2 CAP ON MONETARY LIABILITY

IN NO EVENT WILL THE AGGREGATE LIABILITY OF DEV STREAM LABS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNTS PAID TO DEV STREAM LABS UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Term and Termination

12.1 Initial Term

For paid Services, the initial term of these Terms commences as of the date you first access the Services and will continue for the Initial Term period set forth on the Website. For free Services, such as the Build Buddy service, these Terms will commence as of the date you first access the Services and will continue for so long as you continue to access and use the Services.

12.2 Renewal Term

Unless otherwise set forth on the Website, for paid Services, these Terms will automatically renew for additional successive terms unless either party gives the other party written notice of non-renewal at least 60 days prior to the expiration of the then-current term.

12.3 Termination

In addition to any other express termination right: (a) Dev Stream Labs may terminate these Terms if Customer fails to pay any amount when due and such failure continues more than 5 days after written notice; (b) either party may terminate if the other party materially breaches these Terms and such breach remains uncured 30 days after written notice; and (c) either party may terminate immediately upon written notice if the other party becomes insolvent or is subject to bankruptcy proceedings.

12.4 Effect of Termination or Expiration

Upon any expiration or termination of these Terms: (a) all rights, licenses, consents, and authorizations granted by either party will immediately terminate; (b) Dev Stream Labs shall immediately cease all use of any Customer Data and promptly return or destroy all documents containing Customer Data; (c) Customer shall immediately cease all use of any Services or Dev Stream Labs Materials; (d) if Customer terminates pursuant to Section 12.3, Dev Stream Labs will refund Fees paid in advance for unperformed Services; (e) if Dev Stream Labs terminates pursuant to Section 12.3, all Fees that would have become payable had these Terms remained in effect will become immediately due.

12.5 Surviving Terms

The provisions set forth in Section 3.1, Section 7, Section 9.2, Section 10, Section 11, Section 12.4, Section 12.5, and Section 13, and any other right or obligation that by its nature should survive termination, will survive any expiration or termination of these Terms.

13. Miscellaneous

13.1 Further Assurances

On a party's reasonable request, the other party shall execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to these Terms.

13.2 Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

13.3 Public Announcements

Customer agrees that Dev Stream Labs may include Customer's name and other indicia in its lists of Dev Stream Labs' current or former customers in promotional and marketing materials.

13.4 Notices

Any notice, request, consent, claim, demand, waiver, or other communications under these Terms have legal effect only if in writing and sent via email to the email addresses set forth on the Website.

13.5 Interpretation

For purposes of these Terms: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) words denoting the singular have a comparable meaning when used in the plural, and vice-versa.

13.6 Headings

The headings in these Terms are for reference only and do not affect the interpretation of these Terms.

13.7 Entire Agreement

These Terms constitute the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

13.8 Assignment

Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under these Terms, without Dev Stream Labs' prior written consent. Any purported assignment in violation of this Section is void.

13.9 Force Majeure

In no event will Dev Stream Labs be liable or responsible for any failure or delay in fulfilling or performing any term of these Terms caused by circumstances beyond Dev Stream Labs' reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, pandemic, strikes, passage of Law, or national or regional emergency. Either party may terminate these Terms if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more.

13.10 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein is intended to confer upon any other Person any legal or equitable right, benefit, or remedy.

13.11 Amendment and Modification; Waiver

No amendment to or modification of these Terms is effective unless it is in writing and signed by each party. No waiver by any party of any provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.

13.12 Severability

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

13.13 Governing Law; Submission to Jurisdiction

These Terms are governed by and construed in accordance with the internal laws of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to these Terms will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware.

13.14 Equitable Relief

Each party acknowledges that a breach of its obligations under Section 7 or Section 3.1 would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that the other party will be entitled to equitable relief, including a restraining order, an injunction, and specific performance, without any requirement to post a bond or prove actual damages.