This SaaS Agreement (“Agreement”) is entered into as of [date] (the “Effective Date”) by and between Visalaw Ventures, INC (“Company”), doing business as Visalaw AI, and [Customer] (“Customer”). The parties agree as follows: By using the Service, the parties are agreeing to (i) this Agreement, (ii) the Acceptable Use Policy, (iii) the Security Addendum, (iv) the Data Processing Addendum, and (v) where executed by the parties, any additional addenda (collectively, the “Terms”). In the event of any conflict between this Agreement and the DPA, the DPA controls with respect to its subject matter. In the event of any conflict between this Agreement and the Security Addendum, the Security Addendum controls with respect to its subject matter.

1. Company Services

1.1 Offerings

Company provides various offerings. The specifics of each transaction with Customer will be set forth on a confirmation page, order form, quote, statement of work, invoice or other ordering form that references this Agreement and is mutually agreed to by the parties in writing (each, an “Order”). Each offering, if selected, is set forth in an Order, and the Order outlines the following: (i) the nature of the services to be provided by Company, including the software services, any applicable maintenance and support services, and/or any applicable consulting, implementation, or other professional services (“Services”); (ii) whether the Services will be provided on a trial basis and the term of such trial, if applicable (“Trial Period”); (iii) the period the Services will be provided on a non-trial basis (each, a “Service Period”); (iv) the number of Users (as defined below) authorized to use the Services (“Service Capacity”), as applicable; and (v) the fees for the Services (“Service Fees”). Each Order will be deemed incorporated into this Agreement by reference and made an integral part of this Agreement when each such Order has been signed by each party and delivered to the other party. To the extent that a conflict arises between the terms and conditions of an Order and the terms and conditions of this Agreement, the terms and conditions of this Agreement will control unless the Order specifically references which provision(s) of this Agreement do not control.

1.2 Access and Use

Subject to the terms and conditions of this Agreement, Company will make the Services available to Customer and Customer’s authorized users (each, a “User”) for Customer’s access and internal use during the Service Period. The total number of Users who are permitted access to and use of the Services shall not exceed the Service Capacity number set forth in the Order (if any), except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Service Fees payable hereunder. Customer is responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer will make all Users aware of this Agreement’s provisions as applicable to such User’s use of the Services and shall cause Users to comply with such provisions. Access to certain content, including Output (as defined below), may be available through the Services (“Content”). Customer may use, download, and modify the Content for its internal use in accordance with this Agreement and any applicable Third-Party Terms of Service.

1.3 Passwords

Customer is responsible for maintaining the confidentiality of its User passwords, IDs, and other credentials and login information (collectively, “Passwords”), and Customer agrees that Company has no liability with respect to the use of any Passwords. Customer acknowledges that Passwords are personal to each User, and Customer is responsible for ensuring that each Password is used only by the applicable User. Customer must notify Company immediately if Customer has reason to believe that the security of Customer’s account has been compromised or if any of the Services have been accessed by any unauthorized individuals.

1.4 Maintenance and Support

Company may conduct maintenance on the Services from time to time with prior notice to Customer. Subject to the terms and conditions of this Agreement, Company will use commercially reasonable efforts to provide Customer with reasonable technical support services during the Service Period as described in the Order.

1.5 Restrictions

Except as expressly authorized by this Agreement, Customer may not (a) modify, disclose, alter, translate, or create derivative works of the Services (or any components thereof); (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any components thereof); (c) use the Services to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions; (d) copy, frame, or mirror any part or content of the Services; (e) build a competitive product based on the Services or service, or copy any features or functions of the Services; (f) interfere with or disrupt the integrity or performance of the Services; (g) attempt to gain unauthorized access to the Services or their related systems or networks; (h) disclose to any unrelated third party any performance information or analysis relating to the Services; (i) remove, alter, or obscure any proprietary notices in or on the Services including copyright notices; (j) disclose or make available Passwords that Company has provided to Customer or the Users; (k) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to determine the source code of the Services (in whole or in part); (l) circumvent or attempt to circumvent any technological protection measures intended to restrict access to any portion of the Services; (m) take any action that imposes an unreasonable or disproportionately large load on the Services; (n) use the Services in any way that may violate any applicable law, rule, or regulation; or (o) cause or permit any User or third party to do any of the foregoing. Without limiting the generality of the foregoing, neither Customer nor any User may, nor permit any third party to, use any Output, Content, data, or other information provided by or accessed through the Services to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems, or in any manner that violates applicable documentation, Service usage guidelines, or other instructions provided by the Company.

2. Fees and Payment Terms

2.1 Service Fees

Customer will pay, or cause to be paid, to Company the Service Fees in accordance with the payment terms set forth in the Order. If Customer’s use of the Services exceeds the Service Capacity set forth on the Order or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer will be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. The Service Fees do not include taxes. Unless otherwise set forth in the Order, Company will invoice Customer or its payment agent on a monthly basis in advance for the Service Fees, Customer will pay all invoiced amounts to Company within 60 days of the date of the invoice, and all payments must be made (a) in U.S. Dollars; and (b) by check or by bank wire transfer in immediately available funds to an account designated by Company.

2.2 Interest and Additional Terms

Interest on any late payments will accrue at the rate of 1.5% per month, from the date such amount is due until the date such amount is paid in full. Customer will be responsible for, and will pay all sales and similar taxes on, all license fees and similar fees levied upon the provision of the Services, excluding only taxes based solely on Company’s net income. Notwithstanding any terms to the contrary in this Agreement, (a) Company will not be obligated to issue any refunds for Service Fees paid; and (b) Company, at its sole discretion, may modify its pricing during any Service Period, provided that modifications will only be effective as of the following Service Period and that Company notifies Customer of such pricing modifications at least 30 days beforehand.

3. Term, Termination, and Effects of Termination

3.1 Term

This Agreement commences on the Effective Date and will remain in effect until terminated (the “Term”). The term of Customer’s right to use an applicable Service will be set forth on the Order (“Service Period”). Each such term will be renewable for the renewal period specified in a renewal Order, if any.

3.2 Suspension

Notwithstanding any terms to the contrary in this Agreement, Company may suspend use of the Services (or any portion thereof) without liability if Company reasonably determines that (a) Customer fails to pay any undisputed Service Fees when due; (b) Customer or any of its Users are in breach of Section 1.5; (c) Customer’s or any User’s use of the Services or Content disrupts or poses a security risk to the Services or to any other customer or vendor of Company; (d) any vendor of Company has suspended or terminated Company’s access to or use of any third-party services or products required to enable Customer to access the Services; or (e) Company is required by any applicable law to suspend the Services.

3.3 Termination

Either party may terminate this Agreement, for cause, if the other party materially breaches this Agreement and does not remedy such breach within 30 days after its receipt of written notice of such breach. In addition, either party may terminate this Agreement for convenience upon ninety (90) days’ prior written notice to the other party.

3.4 Effects of Termination

Upon any expiration or termination of this Agreement (a) all rights and licenses granted to Customer under this Agreement will immediately terminate; and (b) Customer must promptly pay, or cause to be paid, to Company all amounts due and payable up to the effective date of termination of this Agreement, unless Customer terminates for cause pursuant to Section 3.3. Notwithstanding any terms to the contrary in this Agreement, (a) Sections 1.5, 2, 3.4, 4, 5, 7, 8, 9, and 10 will survive any termination or expiration of this Agreement; and (b) no refunds will be issued except as otherwise provided in this Agreement.

3.5 Data Return and Deletion

Upon expiration or termination of this Agreement, Company will, at Customer’s election, return or delete Customer Data and Content in accordance with the Data Processing Addendum. Company will provide written certification of deletion upon Customer’s request.

4. Data; Proprietary Rights

[This section has been substantially revised from the original template to address enterprise requirements for data ownership, AI model training restrictions, and data isolation.]

4.1 Definitions

“Customer Data” means non-public documents, files, and other data uploaded or provided by Customer and its Users to Company to enable the provision of the Services. Customer Data does not include queries or responses. “Input” means queries, prompts, and instructions provided by Customer and its Users to the Services. “Output” means content generated by the Services in response to Input. Output may be derived from Customer Data. “Content” means Input and Output collectively. For clarity, Content (including Input and Output) is treated as Customer Data for purposes of data protection, security, and confidentiality obligations under the Terms, including the Data Processing Addendum and Security Addendum.

4.2 Customer Data Ownership

Company acknowledges that, as between Company and Customer and subject to the rights and licenses granted in this Agreement, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data. Customer hereby grants to Company a non- exclusive, royalty-free license to Process Customer Data solely as necessary to provide the Services to Customer in accordance with this Agreement and the Data Processing Addendum.

4.3 No Training Commitment

Company will not train any AI models using Customer Data or Content. Company’s third-party model providers (Subprocessors) will not train any AI models using Customer Data or Content. Subprocessors, except for cloud storage providers, will not retain or log for human review Customer Data or Content.

4.4 Data Processing Restrictions

Company will only access, Process, or use Customer Data and Content:

• consistent with this Agreement and as required to provide the Services;
• in accordance with its Privacy Policy (visalaw.ai/privacy-policy) and Data Processing Addendum;
• as authorized or instructed by Customer;
• as required by law; or
• for legal, safety, or security purposes.

4.5 Data Security Obligations

Company will:

• maintain reasonable physical and technical safeguards to protect against the unauthorized disclosure of or access to Customer Data and Content, as further described in the Security Addendum;
• notify Customer if it becomes aware of any unauthorized disclosure of or access to Customer Data or Content in accordance with the Security Addendum;
• ensure that any sharing of Customer Data or Content with an authorized third party (e.g., Subprocessors) will be in compliance with applicable law and subject to contractual protections no less protective than those in this Agreement; and
• not access Customer Data or Content except (i) to provide or support the Services, or (ii) to comply with the law or a binding order of a governmental body.

4.6 De-Identified and Aggregate Data

Company may generate de-identified data from Customer Data and Content (“De-Identified Data”) and aggregate, anonymous statistics regarding use of the Services (“Analytic Data”), provided that:

• de-identification is performed in accordance with the standards set forth in the Data Processing Addendum, ensuring the resulting data set contains no amount or type of personal information, including removal of all direct identifiers. De-identification applies only to operational metadata, not to matter-level content, which remains within the Customer’s tenant environment;
• Company will not attempt to re-identify any De-Identified Data and will contractually prohibit downstream recipients from doing so;
• De-Identified Data derived from Customer’s data will not be pooled or commingled across customers. De-identification applies only to limited operational metadata (e.g., system performance metrics, feature usage patterns, error rates) as described in the Data Processing Addendum. Matter-level content will not be pooled across customers under any circumstances;
• Analytic Data will not directly or indirectly identify Customer or any individual; and
• Company will treat all De-Identified Data and Analytic Data as Customer’s Confidential Information for a period of twelve (12) months after generation thereof. This confidentiality period does not limit Company’s obligations under the Data Processing Addendum, including the prohibition on re-identification and the restrictions on pooling, which continue without time limitation.

4.7 Output

Customer represents and warrants that Customer has all rights, licenses, and permissions required to provide Input to the Services. Customer is solely responsible for all use of the Output and evaluating the Output for accuracy and appropriateness for each use case. The Services are a research and drafting tool, and Output is not legal advice. Output is AI-generated and may contain errors, misstatements, or may be incomplete.

4.8 Company IP

As between the parties and subject to the grants expressly set forth in this Agreement, Company owns all right, title, and interest in and to the Services, De-Identified Data, Analytic Data, and all Intellectual Property Rights embodied in or related to the foregoing. For clarity, Company’s ownership of De-Identified Data is subject to the restrictions and obligations set forth in the Data Processing Addendum, including the prohibitions on re-identification and pooling.

4.9 Processing Definition

“Process” means to take any action or perform any operation or set of operations that the Services are now or hereafter capable of taking or performing on any data or content, including to collect, receive, store, organize, use, transmit, retrieve, output, display, or delete. “Processing” and “Processed” have correlative meanings.

4.10 No Implied Rights

Only the licenses and rights expressly granted herein will be of legal force and effect. No license or other right will be created hereunder by implication, estoppel or otherwise.

5. Confidentiality

5.1 Definition

“Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) concerning or related to this Agreement or the Disclosing Party that is marked “Confidential” or “Proprietary” or with similar designation, or that would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Content specific to Customer and Customer Data are Customer’s Confidential Information. Notwithstanding the foregoing, Confidential Information will not include information that (a) is or becomes publicly available without breach of this Agreement through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed independently without use of or reference to the Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.

5.2 Obligations

The Receiving Party will maintain in confidence the Confidential Information during the Term and for the 10-year period commencing upon the effective date of termination of this Agreement and will not use such Confidential Information except as expressly permitted in this Agreement. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information, but in no event less than reasonable care. The Receiving Party will only disclose Confidential Information to its affiliates, directors, officers, employees, vendors and/or contractors who have a need to know and are under an obligation to maintain confidentiality.

5.3 Security Incident

The Receiving Party will give notice to the Disclosing Party of any confirmed or reasonably suspected breach of security that compromises the confidentiality, security, integrity, or availability of Confidential Information, Customer Data, or Content (a “Security Incident”) in accordance with the timelines and procedures set forth in the Security Addendum. For the avoidance of doubt, “Security Incident” as used in this Agreement, “Personal Data Breach” as defined in the Data Processing Addendum, and “Security Incident” as defined in the Security Addendum shall be interpreted consistently, with the broadest applicable definition governing notification and response obligations. Notwithstanding any limitation of liability or indemnification provisions set forth in this Agreement, (i) the Receiving Party shall be responsible for its own costs, expenses and/or losses arising from a Security Incident caused by its negligent or willful acts or omissions; and (ii) the Receiving Party shall reimburse the Disclosing Party for costs, expenses and/or losses resulting from any such Security Incident affecting Confidential Information.

5.4 Equitable Relief

Each party acknowledges that a breach of this Section 5 cannot reasonably or adequately be compensated in damages in an action at law. Each party agrees that the other party will be entitled, in addition to any other remedies, to seek preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of the obligations relating to Confidential Information.

5.5 Return of Confidential Information

Promptly upon the expiration or earlier termination of this Agreement, each party will return to the other party all tangible items regarding the Confidential Information of the other party and all copies thereof. Each party may retain one copy for its legal files solely for determining its obligations hereunder. Any retained Confidential Information continues to be subject to this Agreement.

6. Data Processing and Security

6.1 Data Processing Addendum

Company will at all times abide by this Agreement and the Data Processing Addendum (available in the Trust Portal and by request) with respect to the handling and processing of Customer Data and Content. To the extent of any conflict between this Agreement and the Data Processing Addendum, the Data Processing Addendum controls with respect to its subject matter.

6.2 Security Addendum

Company will maintain the security measures described in the Security Addendum (available in the Trust Portal and by request). The Security Addendum is incorporated into this Agreement by reference.

6.3 Privacy Policy

Customer’s Users will be subject to Company’s Privacy Policy (visalaw.ai/privacy-policy) to the extent not in conflict with the Terms in using the Service. In the event of conflict, this Agreement, the Data Processing Addendum, and the Security Addendum will control over the Privacy Policy.

6.4 Subprocessors

Company maintains a list of subprocessors, available in the Trust Portal and by request. Customer will be notified at least 60 days before the addition of a new Subprocessor or material change to an existing Subprocessor’s scope, in accordance with the Data Processing Addendum. Customer’s objection rights with respect to new or changed Subprocessors, including the objection process and termination rights, are set forth in Section 4 of the Data Processing Addendum.

6.5 Insurance

Company will maintain industry-standard insurance coverage, including commercial general liability insurance, technology errors and omissions insurance, and cyber liability insurance, each in amounts appropriate for the nature and scope of the Services. Company will provide certificates of insurance upon Customer’s reasonable request.

7. Representations and Warranties

Each party represents and warrants that (a) it is validly existing and in good standing under the laws of the place of its establishment or incorporation; (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; (c) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement; and (d) this Agreement is valid, binding, and enforceable against it in accordance with its terms.

7.1 Disclaimer

EXCEPT AS SET FORTH IN THIS SECTION 7, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR OTHERWISE PRODUCE ANY PARTICULAR RESULTS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) ERRORS OR DEFECTS WILL BE CORRECTED; (E) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) THIRD-PARTY DISRUPTIONS AND SECURITY BREACHES WILL BE PREVENTED.

8. Indemnification

8.1 Indemnification by Company

Company, at its sole expense, will defend Customer, its affiliates, and their respective directors, officers, employees, consultants and agents (“Customer Parties”) from and against any third-party claims, suits, actions or proceedings (“Claim”), and indemnify Customer Parties from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) (“Losses”) resulting from or arising in connection with (a) the Services infringing any Intellectual Property Rights of any third party; and (b) any violation of applicable law or regulation by or on behalf of Company, provided that Customer was not also involved in such violation.

8.2 Indemnification by Customer

Customer, at its sole expense, will defend Company, its affiliates, and their respective directors, officers, employees, consultants and agents (“Company Parties”) from and against any third-party Claim, and indemnify the Company Parties from any related Losses, resulting from or arising in connection with (a) Customer Data or use of any Content; (b) any breach of Section 1.5; and (c) any violation of applicable law or regulation by or on behalf of Customer, provided that Company was not also involved in such violation.

8.3 Procedure

The indemnifying party’s obligations are conditioned upon the indemnified party (a) giving prompt written notice of the Claim; (b) granting the indemnifying party the option to solely control the defense and settle the Claim (except that the indemnified party must approve any settlement requiring an affirmative obligation); and (c) providing reasonable cooperation.

8.4 Intellectual Property Rights

In the event of any claim that the Services infringe a third party’s Intellectual Property Rights, Company may (a) replace the applicable Services with substantially similar services; (b) modify the applicable Services; (c) procure for Customer the right to continue using the Services; or (d) terminate this Agreement upon 30 days written notice. For the purpose of this Agreement, “Intellectual Property Rights” means all patent rights, copyrights, moral rights, trademark rights, trade secret rights, and any other form of intellectual property rights recognized in any jurisdiction.

9. Limitation of Liability

9.1 Consequential Damages Waiver

EXCEPT FOR (A) BREACHES OF SECTIONS 1.5 OR 5; (B) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY; OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES IN ADVANCE.

9.2 Liability Cap

EXCEPT FOR (A) BREACHES OF SECTIONS 5 OR 1.5; (B) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY; OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE SERVICE FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Data Breach Liability Cap

NOTWITHSTANDING SECTION 9.2, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO A SECURITY INCIDENT INVOLVING CUSTOMER DATA OR CONTENT SHALL NOT EXCEED TWO TIMES (2X) THE ANNUAL SERVICE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT (THE “DATA BREACH CAP”). FOR CLARITY, COSTS OF FORENSIC INVESTIGATION UNDER THE SECURITY ADDENDUM ARE INCLUDED WITHIN THE DATA BREACH CAP UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.

9.4 Failure of Essential Purpose

MULTIPLE CLAIMS WILL NOT EXPAND THESE LIMITATIONS. THIS SECTION 9 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THE LIMITED WARRANTIES AND LIMITED LIABILITY ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES, AND THAT SUCH ALLOCATION IS REASONABLE AND AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN.

10. General Provisions

10.1 Entire Agreement

This Agreement (including any exhibits), together with the Terms, any Orders entered into pursuant to this Agreement, and any other documents incorporated herein by reference, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter.

10.2 Assignment

Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned, or delegated by Customer, by operation of law or otherwise, without the prior written consent of Company, and any attempted transfer without such consent will be void. Company may freely transfer or assign this Agreement. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

10.3 Amendments and Waivers

No modification, addition, deletion, or waiver of any rights under this Agreement will be binding on a party unless clearly understood by the parties to be a modification or waiver and signed by a duly authorized representative of each party. The waiver of one breach or default will not constitute a waiver of any subsequent breach or default.

10.4 Governing Law and Venue

This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee, without resorting to its conflict of law provisions. Each party submits to the exclusive jurisdiction of any state or federal court sitting in Davidson County (the “Chosen Courts”).

10.5 Independent Contractors

The relationship between the parties is that of independent contractors, and neither party has authority to contract for or bind the other party.

10.6 No Third Party Beneficiaries

The parties agree that there are no third party beneficiaries of the rights granted to either party pursuant to this Agreement.

10.7 Audit

During the Term, Company may audit Customer’s use of the Services to verify Customer’s compliance with this Agreement. Any such audit will occur no more than once in any twelve (12) month period, unless Company reasonably suspects a material breach of this Agreement. Company will provide at least fifteen (15) days’ prior written notice before conducting an audit. Audits will be conducted during normal business hours and, where possible, remotely using Customer-provided records and documentation reasonably necessary to verify compliance. If an in-person audit is reasonably required, such audit will be conducted in a manner designed to minimize disruption to Customer’s business operations. Any third-party auditor engaged by Company will be subject to written confidentiality obligations no less protective than those contained in this Agreement. Customer will reasonably cooperate with such audits. Customer’s audit rights with respect to Company’s data handling, security practices, and processing of Customer Data are governed by the Security Addendum, unless broader audit rights are required by applicable Data Protection Law as set forth in the Data Processing Addendum.

10.8 Feedback

Any suggestions, comments, or other feedback provided by Customer to Company with respect to the Services (“Feedback”) will constitute Confidential Information of Company. Company will be free to use, reproduce, and otherwise exploit the Feedback as it sees fit, entirely without obligation or restriction. Feedback will not be considered Customer Confidential Information, except to the extent it includes Customer Data or Content, which remains subject to the protections set forth in this Agreement and the Data Processing Addendum.

10.9 Force Majeure

Neither party will be responsible for any failure to perform or delay attributable to any cause beyond its reasonable control, including acts of God, civil disturbances, disruption of telecommunications or power, interruption of service by service providers, labor disturbances, vandalism, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

10.10 Statute of Limitations

Customer agrees that any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim arose or was discovered or be forever barred, except where a shorter limitation period is prohibited by applicable law.

10.11 Severability

If any provision of this Agreement is invalid, illegal, or incapable of being enforced, all other provisions will remain in full force and effect. Upon such determination, the parties will negotiate in good faith to modify this Agreement to effect the original intent as closely as possible.

10.12 Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original, and by exchange of signature pages by mail, facsimile, or email (signatures in PDF or similar format).

The parties have entered into this SaaS Agreement as of the Effective Date.

VISALAW VENTURES, INC

Signature: ____________________________

Name: ____________________________

Title: ____________________________

Date: ____________________________

[CUSTOMER]

Signature: ____________________________

Name: ____________________________

Title: ____________________________

Date: ____________________________