Software as a Service (SaaS) Agreement

This Software as a Service Agreement (the “Agreement”) is entered into between Robin Voice, Inc. d/b/a Commons, a Delaware corporation with its principal place of business at 3824 Cedar Springs Rd, PMB 213, Dallas, TX 75219 (“Company”), and the entity that executes an Order Form referencing this Agreement (“Customer”). This Agreement may be supplemented by one or more Order Forms executed by the parties and referencing this Agreement. The effective date of this Agreement with respect to each Order Form shall be the effective date set forth in the applicable Order Form (the “Effective Date”). There shall be no force or effect to any different terms of any related purchase order or similar form, even if signed by the parties after the date hereof.

Definitions

“Aggregated Data” means data derived from Customer Data that has been de-identified such that it cannot reasonably be used to identify an individual.

“Campaign Activity” means communications or activity related to a candidate campaign, political committee, ballot measure, political party, fundraising effort, electioneering activity, partisan persuasion, voter persuasion, get-out-the-vote activity, campaign list-building, or other electoral or campaign-related purpose.

“Company Data” means data that Company acquires, licenses, or generates independently of Customer Data. Company Data does not include Customer Data.

“Customer Data” means data provided by or collected on behalf of Customer through the Services, including message content, contact information, and interaction data.

“Official Public Office” means a federal, state, local, or tribal government office, agency, department, elected official’s official office, or other governmental body using the Services for Official Government Communications.

“Official Government Communications” means communications sent by or on behalf of an Official Public Office in its official governmental capacity, including public safety notices, legislative updates, constituent service communications, public meeting notices, government program information, office announcements, and other non-campaign governmental communications.

“Output” means any content, data, or results generated by the Services based on Customer Data, including any text, summaries, classifications, or other outputs produced by AI-assisted features of the Services.

“Services” means access to the Company platform and related messaging, voice, AI-assisted, and/or communication infrastructure functionality, as specified in the applicable Order Form, and in the form provided by Company to Customer. Services include Software (defined below) specified in the Order Form, including Software that is distributed or provided to Customer for use on Customer premises or devices (if any).

“Third-Party Products” means products, services, and applications provided by a third party and used by Customer in connection with the Services.

1. Services

1.1 Subject to Customer’s compliance with the terms of this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term, solely for Customer’s internal business purposes. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Customer will be responsible for all acts and omissions of its authorized users in connection with this Agreement and for all use of authorized users’ accounts.

1.2 AI Technologies. The Services include features and functionalities supported by artificial intelligence technologies. Customer may provide Customer Data via the Services and receive Output from the Services based on that Customer Data. As between Company and Customer, and to the extent permitted by applicable law, Customer: (i) retains all ownership rights in its Customer Data; and (ii) owns all Output. Customer acknowledges that Output may contain errors or misleading information, and can perpetuate biases present in the data used to train underlying models, which can result in Output that is discriminatory or offensive, and can struggle with complex tasks that require reasoning, judgment, and decision-making. Customer further acknowledges that Output may not be unique and other users may receive similar or identical content from the Services, and such similar or identical content is not considered “Output” owned by Customer hereunder. Customer is solely responsible for its use of all Output and evaluating the Output for accuracy and appropriateness for its use cases, including by utilizing human review where appropriate. ALL OUTPUT IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

2. Restrictions and Responsibilities

2.1 Customer will not, directly or indirectly, and will not permit any authorized users to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) copy, modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) remove any proprietary notices or labels; (v) use the Services or Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use the Services for purposes of competitive analysis of Company or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Company’s detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Services or access or use the Services other than through the use of valid access credentials; (viii) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code (including any virus, worm, malware, or other malicious computer code); (ix) use the Services for any activity where use or failure of the Services could lead to death, personal injury, or environmental damage; or (x) use Output to develop any artificial intelligence models that compete with Company’s products or services.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the Acceptable Use Policy and all applicable laws and regulations. For clarity, Customer is solely responsible for the content of all messages and calls transmitted through the Services, the legality and accuracy of its contact lists, the collection and maintenance of any required consents, and compliance with the Telephone Consumer Protection Act (TCPA), Federal Communications Commission (FCC) rules, campaign finance laws, and applicable carrier policies. Customer’s indemnification obligations are set forth in Section 8.2. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer is solely responsible for determining the content, recipients, timing, purpose, legal basis, and authorization for each communication sent or initiated through the Services. Company provides technical infrastructure for message delivery, routing, suppression, logging, and related platform functions. The Services automatically process recognized opt-out requests received through the Services and suppress further messages through the Services to those recipients. Company will make applicable opt-out and suppression records available to Customer upon request. Company does not determine whether any Customer communication should be sent, who should receive it, when it should be sent, or the legal basis for the communication. Customer is responsible for ensuring that Campaign Activity and Official Government Communications are not misclassified, disguised, or commingled through the Services.

2.4 For clarity, any messages, call responses, Output, or other communications generated by automated features of the Services, including agent-based or AI-assisted functionality, are deemed to be Customer communications. Customer is solely responsible for the content, accuracy, legality, and compliance of such communications, including any required disclosures, consents, or regulatory obligations.

2.5 Where the Services include inbound voice functionality, Company may generate and store transcripts or structured records of voice communications. Unless expressly stated in an applicable Order Form, Company does not store call audio as the system of record.

2.6 Customer is solely responsible for providing any notices and obtaining any consents required for call recording, monitoring, transcription, AI-assisted call handling, or similar processing of voice communications. Company may provide technical functionality for transcription, routing, classification, and structured recordkeeping, but Customer remains responsible for determining whether and how such functionality may be used in compliance with applicable law.

2.7 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.8 Company may, in its sole discretion and without prior notice, suspend or restrict Customer’s access to the Services if (i) Company reasonably believes that (a) there is a threat or attack on the Services or any Company intellectual property; (b) Customer’s use of the Services violates this Agreement, the Acceptable Use Policy, applicable law, or carrier requirements, or otherwise poses legal, regulatory, reputational, or carrier compliance risk to Company; (c) Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of assets; (d) any Customer Data submitted or transmitted through the Services may infringe or otherwise violate any third party’s intellectual property or other rights; or (e) Customer’s use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Company; (ii) any vendor of Company has suspended or terminated Company’s access to or use of any third-party products or services required to enable Customer to access the Services; or (iii) Customer fails to pay any amount when due and such failure continues for more than ten (10) days after written notice (any such suspension, a “Service Suspension”). Company shall have no liability for any such suspension undertaken in good faith. Following any Service Suspension, Company will promptly notify Customer of the suspension and the general basis for it.

2.9 Company may from time to time make Third-Party Products available to Customer or allow for certain Third-Party Products to be integrated with the Services, as specified in the applicable Order Form. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Company is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

3. Confidentiality; Proprietary Rights

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may disclose Proprietary Information to the extent required by applicable law, subpoena, court order, or governmental authority, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prior written notice and reasonable assistance, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy.

3.2 On the expiration or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Proprietary Information, or destroy all such copies and certify in writing to the Disclosing Party that such Proprietary Information has been destroyed. Notwithstanding the foregoing, the Receiving Party may retain copies of Proprietary Information to the extent required by applicable law or maintained through routine backup or archival systems, provided that retained Proprietary Information remains subject to this Agreement and, where applicable, the Data Processing Addendum and is not used for any other purpose. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and Software and shall delete, destroy, or return all copies of the Software and certify in writing to Company that such materials have been deleted or destroyed. Each party’s obligations of non-use and non-disclosure with regard to Proprietary Information are effective as of the Effective Date and will expire five (5) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Proprietary Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement until such Proprietary Information is no longer considered a trade secret under applicable law through no wrongful act or omission of the Receiving Party.

3.3 As between the parties, Customer shall own all right, title and interest in and to the Customer Data, and Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing. Company may process Customer Data to structure, classify, analyze, and organize communications and interactions solely as necessary to provide and improve the Services. Any such processing does not alter Customer’s ownership of Customer Data. To the extent such processing results in aggregated or de-identified data, Company may use such data in accordance with Section 3.4. Company will process Customer Data only as permitted by this Agreement and the Data Processing Addendum. Company may use, combine, enrich, analyze, and commercialize Company Data in accordance with applicable law. Company will not sell or make Customer Data available to third parties except as necessary to provide the Services or as expressly authorized by Customer.

3.4 Notwithstanding anything to the contrary, Company shall have the right to collect, analyze, and create Aggregated Data and to (i) use Aggregated Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such Aggregated Data in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.5 Company will not use Customer Data to train general-purpose artificial intelligence models, create cross-customer benchmarking products, create customer-specific intelligence products for other customers, or make Customer Data available to other customers, except as expressly authorized in an applicable Order Form, addendum, or other written agreement signed by Customer. This Section does not restrict Company’s use of Company Data or Aggregated Data as permitted by this Agreement and applicable law, provided such data is not reasonably capable of identifying Customer, Customer’s recipients, or any individual.

4. Support

During the Term, Company will use commercially reasonable efforts to provide Customer with basic customer support via Company’s standard support channels during Company’s normal business hours.

5. Payment of Fees

5.1 Customer will pay Company the fees described in the applicable Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

5.2 Unless otherwise stated in an applicable Order Form, subscription fees are invoiced monthly in advance, prepaid or committed fees are invoiced upfront, and usage-based fees, overages, carrier pass-through charges, and other variable charges are invoiced in arrears based on actual usage. Any prepaid commitment under an Order Form, whether funded initially or through additional prepayments during the Term, will be applied against usage at the rates specified in that Order Form. Prepaid fees, committed fees, minimum fees, and unused included or committed usage are non-refundable and non-creditable except as expressly stated in the applicable Order Form or required by law. Customer is responsible for all usage generated through its account, including usage by its authorized users and any usage resulting from Customer-provided contact lists, campaigns, workflows, or communications.

5.3 Customer acknowledges that certain messaging functionality may depend on third-party carrier, vendor, toll-free verification, registration, throughput, or compliance processes. Company does not guarantee approval, timing, throughput, deliverability, or continued availability of any carrier, number, verification, registration, or messaging channel. Unless expressly stated in an applicable Order Form, delays, denials, filtering, throughput limits, suspensions, or other restrictions imposed by carriers, vendors, or regulatory requirements do not relieve Customer of its payment obligations.

5.4 Company may choose to bill through an invoice, in which case, full payment is due as set forth in the applicable Order Form. If Customer pays online via credit or debit card, Customer agrees to be bound by the Stripe, Inc. Services Agreement available at https://stripe.com/us/legal. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5.5 Customer shall reimburse Company for any fees, fines, penalties, assessments, chargebacks, or other amounts imposed on Company by a carrier, registry, vendor, or governmental authority to the extent resulting from Customer’s communications, sender or use-case classification, registration information, circumvention of safeguards, or breach of this Agreement, the Acceptable Use Policy, or applicable carrier, registry, or vendor requirements, except to the extent caused by Company’s breach, gross negligence, or willful misconduct. Company may invoice Customer for such amounts, and Customer shall pay them in accordance with the applicable Order Form, in each case to the extent permitted by applicable law.

6. Term and Termination

6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the applicable Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. Automatic renewal will not cause any fee identified as “one-time” in an applicable Order Form to recur unless expressly stated otherwise in that Order Form.

6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes declared insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) 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; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) 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. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Except in the event of Company’s material breach, termination shall not relieve Customer of its obligation to pay any Fees owed for the remainder of the then-current Term set forth in the applicable Order Form. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Sections 3, 5, 6.2, 7, 8, 11, and 12. If Customer terminates this Agreement due to Company’s uncured material breach, Company will refund any remaining unused prepaid balance under the applicable Order Form.

7. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. COMPANY DOES NOT GUARANTEE THE ACCURACY OF ANY TRANSCRIPTION, CLASSIFICATION, OR AUTOMATED OUTPUT GENERATED BY THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Indemnity

8.1 Company Indemnification. Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.

8.2 Customer Indemnification. Customer shall indemnify, hold harmless, and, at Company’s option, defend Company from and against any losses, damages, liabilities, costs (including reasonable attorneys’ fees) resulting from any third-party claim alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property or other 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 Company or authorized by Company in writing; (iv) use of or reliance on any Output; or (v) violation of applicable law, including but not limited to, those set forth in Section 2; in each case provided that Customer may not settle any third-party claim against Company unless Company consents to such settlement, and further provided that Company 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.

8.3 THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’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.

9. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Force Majeure

Except for payment obligations, neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, internet or telecommunications failures, carrier outages, or failures of third-party service providers. The affected party shall use reasonable efforts to mitigate the impact of such event.

11. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement, together with Company’s incorporated policies referenced in Section 12 below, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. The parties acknowledge that a breach of confidentiality obligations or misuse of intellectual property may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party shall be entitled to seek injunctive or other equitable relief without the necessity of posting bond or proving actual damages. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in Dallas County, Texas, or the United States District Court for the Northern District of Texas, Dallas Division. Each party irrevocably submits to the personal jurisdiction and venue of those courts and waives any objection based on improper venue or inconvenient forum.

12. Incorporated Policies

Company’s Acceptable Use Policy (available at https://usecommons.com/legal/aup), Privacy Policy (available at https://usecommons.com/legal/privacy), and Data Processing Addendum (available at https://usecommons.com/legal/dpa), each as may be updated from time to time, are incorporated herein by reference and form part of this Agreement. In the event of a conflict between an applicable Order Form and this Agreement, the applicable Order Form will control solely to the extent of the conflict and solely with respect to the Services provided under that Order Form. In the event of a conflict between this Agreement and the Acceptable Use Policy or Privacy Policy, this Agreement shall control. In the event of a conflict between this Agreement and the Data Processing Addendum, this Agreement shall control except to the extent the Data Processing Addendum expressly addresses data-processing obligations required by applicable law.