Terms of Services

Last Updated: March 27, 2025

IMPORTANT – READ CAREFULLY. THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) SET FORTH A LEGAL AGREEMENT BETWEEN YOU AND CEEL AND GOVERN YOUR USE OF CEEL’S PRODUCTS AND SERVICES. BY PLACING AN ORDER OR BY USING CEEL’S PRODUCTS OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU (A) HAVE READ THIS AGREEMENT AND (B) AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND ANY ORDER YOU ENTER INTO FROM TIME TO TIME. THE INDIVIDUAL WHO PLACES AN ORDER ON BEHALF OF AN ENTITY REPRESENTS AND WARRANTS THAT THEY ARE AN AUTHORIZED REPRESENTATIVE OF THE ENTITY WITH FULL POWER AND AUTHORITY TO BIND THE ENTITY TO SUCH ORDER AND THIS AGREEMENT. THIS AGREEMENT MAY BE MODIFIED FROM TIME TO TIME BY CEEL IN ACCORDANCE WITH SECTION 14(l).

1. Definitions

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms on Schedule 1.

2. Use of Technology Offerings and Audit Services

Right to Use Technology Offerings. Subject to the terms and conditions of this Agreement and the applicable Order, CEEL grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the Offering Term for the applicable Technology Offerings, to access and use such Technology Offerings and Documentation for Customer’s internal use by Customer’s employees and consultants (each, an “Authorized User”); provided, that, each such Authorized User may use the Technology Offerings solely on behalf of Customer.
Conditions and Restrictions. Notwithstanding anything to the contrary in this Agreement, the rights granted in Section 2(a) above do not authorize Customer to, and Customer will not (directly or indirectly) and save to the extent allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) reproduce (except for a number of copies of the Documentation as reasonably required for the use of the Technology Offerings internally by Authorized Users for Customer’s internal use), modify, adapt, alter, translate, or create derivative works of the Technology Offerings or the Documentation; (ii) rent, lease, loan, sell, distribute, disseminate, disclose, publish, display, transfer or otherwise make available (including on a time share, application service or outsourced basis) the Technology Offerings to any Person (except to Authorized Users as expressly authorized under this Section 2); (iii) reverse engineer, decompile, disassemble, decode or otherwise attempt to discover the source code, architecture, structure, or underlying technology of the Technology Offerings, except as and only to the extent any part of this restriction is prohibited by applicable law; (iv) use the Technology Offerings or the Documentation for purposes of (A) engaging in any activities in violation of applicable laws, rules or regulations or (B) competitive or benchmarking analysis or for development of a competing product, service or other offering; (v) gain unauthorized access to, interfere with, damage or disrupt any portions of the Technology Offerings (including any servers, databases or accounts), or attempt to do any of the foregoing; (vi) introduce into the Technology Offerings any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, (vii) remove any copyright or other Intellectual Property Rights notices contained within the Technology Offerings or Documentation, or (viii) use the Technology Offerings in any manner that could disable, overburden, damage, or impair the Technology Offerings or interfere with the authorized use of the Technology Offerings by others.
Authorized Users. Customer is responsible for all activities that occur as a result of the use of log-in credentials issued to or adopted by Authorized Users. Customer will ensure that its Authorized Users maintain the security and confidentiality of such log-in credentials and will notify CEEL promptly of any unauthorized use of such log-in credentials or any other breach of security known to Customer. Customer will ensure that its Authorized Users comply with the terms and conditions of this Agreement that are applicable to Customer with respect to access and use of the Technology Offerings and Documentation and agrees that Customer will be responsible for any non-compliance with such terms. CEEL will have the right (but not the obligation) to monitor use of the Technology Offerings to confirm Customer’s compliance with the terms of this Agreement.
Audit Services. Subject to the terms and conditions of this Agreement, CEEL will provide those Audit Services as may be described in any Order or otherwise purchased by Customer. In connection with CEEL’s performance of Audit Services, Customer will provide CEEL personnel with all such cooperation and assistance as they may reasonably request, or as otherwise may reasonably be required, to enable CEEL to provide any Audit Services under and in accordance with the terms and conditions of this Agreement and the applicable Order. In providing the Audit Services, CEEL assumes the truthfulness of all evidence and data that Customer provides regarding the nature and implementation of the relevant controls. Customer acknowledges and agrees that Audit Services will be performed by third-party providers and will be deemed Third Party Services hereunder, and the providers of such Audit Services will be deemed Third Party Providers hereunder.
Supplementary Terms; Modification and Discontinuation of Technology Offerings. Customer acknowledges and agrees that its use of certain CEEL Offerings may be subject to additional terms and conditions (“Supplementary Terms”). To the extent any Supplementary Terms are referenced in an Order or otherwise provided to Customer in connection with Customer’s or an Authorized User’s use of CEEL Offerings, Customer agrees to be bound by such Supplementary Terms with respect to such CEEL Offerings. Customer may be notified of such additions or changes electronically (including through e-mail or through the applicable Technology Offering), or by CEEL posting updated pricing information to its website.

3. Intellectual Property Rights

We may share your personal information with the following third parties and as otherwise described in this Privacy Policy, in other applicable notices, or at the timeCustomer acknowledges that the Technology Offerings and Documentation are not sold to Customer. Except for the limited rights expressly granted to Customer in Section 2 above, nothing in this Agreement will be construed, either by implication, estoppel, or otherwise, as a grant to Customer of any right, title, or interest in the Technology Offerings or Documentation (including any Intellectual Property Rights with respect to any of the foregoing), and Customer hereby disclaims any and all right, title, or interest in the same. As between the parties, CEEL and/or its licensors will retain exclusive ownership and title (including all Intellectual Property Rights) in and to the Technology Offerings and Documentation. Anything to the contrary notwithstanding, to the extent that Customer (including any Authorized User) provides to CEEL any suggestions, recommendations, or other feedback relating to any modifications, corrections, improvements, updates or enhancements to the Technology Offerings and/or other CEEL offerings (whether current or proposed) (collectively, “Feedback”), Customer hereby grants to CEEL a fully paid, royalty-free, non-exclusive, irrevocable, worldwide, perpetual, fully transferable and sublicensable (through multiple tiers), royalty-free license to use and otherwise exploit the Feedback without restriction. of collection:

4. Customer Data

Customer Obligations. Customer represents and warrants that: (i) Customer has obtained all necessary rights and consents in and with respect to the Customer Data to (A) use the Customer Data in connection with the CEEL Offerings and (B) to grant CEEL the rights to use the Customer Data as set forth in this Agreement; and (ii) the Customer Data (including the use thereof pursuant to the rights granted under this Agreement) does not violate, misappropriate or infringe the Intellectual Property Rights of any Person or violate any applicable laws, rules or regulations.
Customer Ownership; CEEL Rights of Use. As between the parties, Customer will retain all of its ownership rights in the Customer Data (including all Intellectual Property Rights with respect thereto). CEEL may use the Customer Data for the purposes of providing and improving the CEEL Offerings and otherwise performing under this Agreement. Customer acknowledges and agrees that CEEL may collect data relating to the operation of the Technology Offerings, including patterns identified through the use of the Technology Offerings and data regarding the performance of the Technology Offerings (“Usage Data”); provided, that such Usage Data does not contain any Customer Data. Customer agrees that CEEL shall have the right to use any Usage Data, during and after the Term, in connection with monitoring, developing, improving and providing the Technology Offerings and its other offerings (whether current or proposed).
Data Security. CEEL will maintain administrative, physical, and technical safeguards designed to protect the security and integrity of the Customer Data from unauthorized access, use or disclosure. CEEL may, from time to time, publish certain information regarding its data security practices and procedures on its website or through the Technology Offerings, including information regarding security audits or self-assessments undertaken by CEEL. CEEL reserves the right to change and improve its data security practices and procedures from time to time in its sole discretion.

5. Third Party Services

CEEL may from time to time recommend, enable integration with, or otherwise facilitate the provision of third-party products, services or offerings (“Third Party Services”). Third Party Services includes Audit Services provided to Customer. Third Party Services are not part of the CEEL Offerings. CEEL has no control over such Third Party Services and will not be responsible or liable to Customer or anyone else for such Third Party Services. Customer’s (including any Authorized User’s) purchase, access or use of any such Third Party Services is solely between Customer and the applicable Third Party Services provider (“Third Party Provider”).

6. Fees and Payments

Fees. Customer will pay to CEEL fees based on the rates and charges as set forth in the applicable Order and as may be updated from time to time in accordance with this Agreement (“Fees”). The recurring Fees (whether fixed or variable) for the Technology Offerings will be assessed on the billing cycle basis as indicated on the Order. If Customer’s use of the Technology Offerings exceeds the volume included in the applicable subscription, any such excess usage will be priced in accordance with the applicable schedule or at CEEL’s then-current standard rates. With respect to each Renewal Subscription Period or each new engagement for Audit Services, CEEL may increase the Fees payable for such Renewal Subscription Period or such new engagement by providing notice of the increased Fees to Customer at least thirty (30) days prior to the commencement of the Renewal Subscription Period or in connection with the Order for such new engagement, as applicable. In addition, CEEL may increase the cost of Audit Services to the extent CEEL’s out-of-pocket costs of providing such Audit Services increases (including as a result of increased fees assessed by the Audit Partner, if applicable). The notices contemplated in this Section 6(a) may be provided in writing, electronically (including through e-mail or through the applicable Technology Offering).
Expenses. Customer will reimburse CEEL for any expenses incurred by CEEL that are specified for reimbursement in the Order or are otherwise approved in writing (which may be via email) by Customer. Upon Customer’s request, CEEL will provide reasonable supporting documentation with respect to any such expense reimbursements.
Invoicing; Payment Terms. Unless otherwise expressly provided in the Order, with respect to Technology Offerings, (i) Fees for the Initial Subscription Period will be invoiced in advance on or around the effective date of the Order and (ii) Fees for the Renewal Subscription Period will be invoiced in advance on or around the first day of each such Renewal Subscription Period. Unless otherwise expressly provided in the applicable Order, any other Fees (including overage Fees for use of the Technology Offerings and Fees for all Audit Services) and any reimbursable expenses will be invoiced on a monthly basis in arrears. Unless otherwise expressly provided in the applicable Order, Customer will pay all Fees, reimbursable expenses and any other amounts due within thirty (30) days following the date of invoice, without deduction or set-off. Customer will pay interest at a rate of 1.5% per month, or, if less, the maximum rate permitted by law, on any unpaid amount to CEEL under this Agreement for such time as the outstanding balance remains past due. Failure of Customer to pay any amounts when due under and in accordance with this Agreement will constitute a material breach of this Agreement, and Customer agrees to reimburse CEEL for any and all reasonable attorneys’ fees and other costs of collection or litigation incurred by CEEL in connection with its efforts to collect such amounts.
Taxes. All amounts payable by Customer to CEEL are exclusive of any applicable sales, use, value-added taxes and other assessments imposed by any governmental authority upon or with respect to the transactions and/or payments under this Agreement (collectively, “Taxes”). Customer is responsible for paying Taxes, excluding, for the avoidance of doubt, any taxes assessable against CEEL based on its income, property or employees. If CEEL is obligated under applicable law to collect or pay any Taxes, Customer agrees to pay to CEEL, in addition to the amounts owed to CEEL, such Taxes as invoiced, unless Customer provides CEEL with a valid tax exemption certificate for each jurisdiction in which it is claiming an exemption from such Taxes. Unless otherwise agreed to by the parties, the CEEL Offerings provided by CEEL to Customer under this Agreement are provided and sourced to Customer at the billing address identified on the applicable Order. Customer will make payment of all amounts owed to CEEL under this Agreement free and clear of any tax deduction or withholding, except to the extent otherwise required under applicable law. If any such tax deduction or withholding is required under applicable law, then the amount otherwise payable by Customer shall automatically be deemed to be increased such that the amount received by CEEL following the application of such withholding shall be equal to the amount that would have been received by CEEL if such withholding requirement did not apply.

7. Term and Termination

Term. The term of this Agreement will commence on the effective date of the initial Order placed by Customer and, unless earlier terminated in accordance with this Section 7, will continue until all Offering Terms have expired or terminated (the “Term”). Upon the termination of this Agreement (as a whole), all then-existing Offering Terms for all CEEL Offerings will terminate as of the date of such termination.
Expenses. Customer will reimburse CEEL for any expenses incurred by CEEL that are specified for reimbursement in the Order or are otherwise approved in writing (which may be via email) by Customer. Upon Customer’s request, CEEL will provide reasonable supporting documentation with respect to any such expense reimbursements.
- with respect to Technology Offerings, the initial period indicated in the Order for such Technology Offerings (with such period measured from the effective date of the Order, unless otherwise provided in the Order) (such period, the “Initial Subscription Period”), and thereafter automatically renewing for consecutive renewal periods each equal to one year unless a party notifies the other party in writing at least thirty (30) days prior to the end of the then-current period of its decision not to renew (each renewal period, a “Renewal Subscription Period”); provided, that certain features and functionality purchased by Customer during the term of an Initial Subscription Period or a Renewal Subscription Period will be provided for the remaining duration of such Initial Subscription Period or Renewal Subscription Period, as applicable, subject to the automatic renewal mechanic contemplated herein; and
- with respect to any Audit Services, the period commencing on the effective date of the applicable Order or the commencement of performance of such Audit Services and ending upon CEEL’s completion of such Audit Services or, if the applicable Order contemplates a specific time period for such Audit Services, the expiration of the time period contemplated in such Order. Audit Services will automatically recur annually unless either party notifies the other party in writing at least thirty (30) days prior to the date on which the Audit Services are scheduled to recur that it does not desire to receive or provide Audit Services for such calendar year.
Termination for Breach. This Agreement (as a whole) may be terminated by a party immediately upon notice to the other party if the other party is in material breach of this Agreement and has failed to cure such breach within ten (10) days after notice of the breach or seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding in any jurisdiction, or if any such proceeding is instituted against such party and is not dismissed within 60 days.
Effect of Termination. Upon termination or expiration of this Agreement (as a whole) or the Offering Term for a particular CEEL Offering, (i) all unpaid Fees and other amounts payable to CEEL under this Agreement with respect to the affected CEEL Offering(s) will become immediately due and payable and (ii) the rights granted to Customer with respect to the affected CEEL Offering(s) will terminate automatically.
Survival. Anything to the contrary notwithstanding, termination or expiration of this Agreement will not affect any of the parties’ respective rights or obligations that (A) are vested pursuant to this Agreement as of the effective date of such termination or expiration (including obligations for payment and remedies for breach of this Agreement) or (B) arise under Sections 1 (“Definitions”), 3 (“Ownership of Technology Offerings and Documentation”), 4(b) (“Usage Data”), 6 (“Fees and Payments”), 7(d) (“Effect of Termination”), 7(e) (“Survival”), 8 (“Confidentiality”), 9 (“Compliance with Laws”), 11 (“Disclaimers”), 12 (“Limitations of Liability”), 13 (“Indemnity”) and 14 (“Miscellaneous”).
Suspension of Use. CEEL may suspend access to and use of the Technology Offerings if, in CEEL’s reasonable good faith determination, suspension of the Technology Offerings is necessary to avoid or mitigate harm to the security of CEEL’s systems or data.

8. Confidentiality

Each party (a “Receiving Party”) agrees that any and all information (regardless of form or medium) obtained or otherwise received by Receiving Party from, through, by or on behalf of the other party (a “Disclosing Party”) during the Term that (i) is conspicuously marked as “proprietary” or “confidential” or similar designation, or (ii) if disclosed orally or visually, is identified by Disclosing Party as “proprietary” or “confidential” or similar designation either through an oral or written statement at the time of such disclosure or through a written statement delivered to Receiving Party within a reasonable period of time (not to exceed ten (10) days) following such disclosure, or (iii) based on the nature of the information, or the manner of its disclosure, should reasonably be considered as confidential, in each case, will be deemed the confidential information of Disclosing Party (“Confidential Information”). Examples of Confidential Information include information consisting of or relating to the Disclosing Party’s technology, information security and audit information, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and similar information with respect to which the Disclosing Party has contractual or other confidentiality obligations. Receiving Party will maintain the Confidential Information in confidence and, subject to the terms and conditions of this Section, will not disclose or use any Confidential Information. Receiving Party agrees to use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like importance, but in no event will Receiving Party use less than reasonable care.
Receiving Party may use the Confidential Information only as reasonably necessary to perform its duties and/or exercise its rights subject to and in accordance with this Agreement, and for no other purpose, commercial or otherwise (including to inform any decision to transact in securities of the Disclosing Party). Receiving Party may disclose the Confidential Information only to those (i) Receiving Party employees, contractors and representatives, (ii) Disclosing Party employees, contractors and representatives, and (iii) such other Persons approved in writing by Disclosing Party, in each case who need to know the Confidential Information in order to assist Receiving Party in its authorized use of the Confidential Information; provided, that, in the case of disclosure to Receiving Party employees, contractors and representatives, such Persons agree to be bound by obligations of confidentiality and nonuse (without further rights of distribution) no less restrictive than those contained herein, and Receiving Party will be jointly and severally liable for any such Person’s breach of the foregoing obligations of confidentiality and nonuse.
Disclosure or use of any Confidential Information will not be restricted to the extent that: (i) it is or becomes generally available to the public without any breach of this Agreement, (ii) it is rightfully known to Receiving Party without restriction prior to the date of disclosure by or on behalf of Disclosing Party hereunder; (iii) Receiving Party rightfully obtains it from a third party who Receiving Party reasonably believes has the right to transfer or disclose it without restriction; or (iv) it is developed independently by Receiving Party without any breach of this Agreement and without any use of the Confidential Information.
Further, disclosure of any Confidential Information to any judicial or other governmental entity will not be prohibited to the extent that such disclosure is required by applicable laws, so long as (Y) Receiving Party will first have given prompt written notice to Disclosing Party of the same (to the extent not prohibited by applicable law), and (Z) Receiving Party reasonably cooperates with Disclosing Party’s efforts to prevent or limit any such disclosure.
- Compliance with Laws. Each party agrees to comply with all laws, rules and regulations applicable to such party and its performance under this Agreement. Without limiting the foregoing, Customer shall comply with all applicable laws and regulations pertaining to trade and economic sanctions administered by the United States and any other jurisdiction applicable to this Agreement.

9. Limited Warranty; Remedies

CEEL warrants that, during the offering term, the technology offerings will conform, in all material respects, to its specifications set forth in the then-current documentation. In the event of a breach of the foregoing warranty, CEEL, at its sole expense, will use reasonable efforts to correct the non-conformance and, if CEEL is unable to correct such non-conformance after a reasonable time, then customer may terminate the offering term with respect to such technology offerings upon notice to CEEL and be entitled to a refund of any pre-paid fees for the applicable CEEL offering attributable to the period following the effective date of termination (calculated on a pro-rated basis). The preceding sentence sets forth customer’s sole and exclusive remedy, and CEEL’s sole and exclusive liability, for the breach of the warranty set forth above in this section 10(a).
CEEL warrants that it will perform all audit services in a professional and workmanlike manner. In the event of a breach of the foregoing warranty for which customer provides notice to CEEL within thirty (30) days of the date of delivery, CEEL, at its sole expense, will use reasonable efforts to correct the non-conformance and, if CEEL is unable to correct such non-conformance after a reasonable time, then customer may terminate the offering term with respect to such audit service and be entitled to a refund of the portion of the fees paid by customer with respect to such non-conforming audit service. The preceding sentence sets forth customer’s sole and exclusive remedy, and CEEL’s sole and exclusive liability, for the breach of the warranty set forth above in this section 10(b).

10. Disclaimers

Notwithstanding anything to the contrary in this agreement, except to the extent otherwise expressly provided in section 10 above, CEEL (including, for purposes of this section, its licensors and subcontractors) does not make any, and hereby expressly disclaims all, warranties, whether expressed or implied, with respect to the CEEL offerings, including any implied warranties of merchantability or fitness for a particular purpose, warranties of title or non-infringement, or any other warranties that may arise from usage of trade or course of dealing. Without limiting the foregoing, CEEL does not represent or warrant that (I) use of the technology offerings will cause customer to pass an audit or achieve any particular level of compliance or security, including any such level of compliance or security that may be required under applicable laws, rules or regulations or any contracts to which customer is party or (ii) results from audit services will be reproducible, including in connection with a separate audit conducted by customer or any third party. The results of audit services are dependent on information provided by customer, including with respect to the controls implemented by customer that are relevant to the applicable audit. Any inaccuracy or omission in such information may affect the results of such audit, and CEEL shall not be responsible for any error or omission in any audit report to the extent resulting from such inaccuracy or omission. Without limiting the foregoing, CEEL may enable certain audits to be conducted through the use of artificial intelligence or machine learning technologies, and CEEL does not guarantee the results or output from such audit services.
Customer acknowledges and agrees that certain audit services are legally required to be provided by an audit partner. In such cases, the audit partner (and not CEEL) is the entity that is providing such audit services.

11. Limitation of Liability

Subject to subsection (c) below, in no event will either party (or, in the case of CEEL, its licensors) be liable to the other party or any other person for any indirect, consequential, incidental, special or punitive damages, or any damages for loss of revenue or profit, loss of data, or loss of time or business, arising out of or relating to this agreement or the CEEL offerings, whether liability is asserted in contract or in tort (including strict liability or negligence) or otherwise, and regardless of whether CEEL has been advised of the possibility of such damages.
Subject to subsection (c) below, in no event will the total maximum aggregate liability of CEEL for any and all claims, damages and liabilities arising out of or relating to this agreement or the CEEL offerings, whether liability is asserted in contract or in tort (including strict liability or negligence) or otherwise, exceed the total amount of fees paid to CEEL by customer under the applicable order during the 12-month period prior to the occurrence of the event giving rise to such claim, damage or liability.
The exclusions and limitations of liability set forth in sections 12(a) and 12(b) do not apply to (I) either party’s gross negligence or willful misconduct or (ii) either party’s indemnification obligations hereunder.

12. Indemnity

CEEL will indemnify and defend Customer from and against any third party claim that the Technology Offerings or the Documentation infringe, violate or misappropriate the Intellectual Property Rights of any other Person; provided, that such indemnification obligations will not extend to any such claim to the extent based on (i) any modification to the Technology Offerings or the Documentation made by or on behalf of Customer without CEEL’s written approval, (ii) the combination of the Technology Offerings or the Documentation with any technology (including any software, hardware, firmware, system or network) not provided by CEEL, including the Third Party Services, (iii) any Customer Data, or (iv) Customer’s use of the Technology Offerings or the Documentation in violation of the terms, conditions and restrictions set forth in this Agreement. If Customer’s use of the Technology Offerings or the Documentation is, or, in CEEL’s opinion, is likely to be, enjoined due to any such alleged infringement, then CEEL, at its sole option and expense, may, in addition to its indemnification obligations under this Section 13(a), do one or more of the following: (X) obtain for Customer the right to continue using the alleged infringing item as otherwise provided in this Agreement; (Y) replace or modify the alleged infringing item so that it is no longer infringing, and require Customer to implement such replaced or modified item; or (Z) terminate this Agreement upon notice to Customer and refund to Customer any pre-paid Fees for the Technology Offerings attributable to the period following the effective date of termination (calculated on a pro-rated basis). CEEL’s obligations pursuant to this Section 13(a) states the entire obligation of CEEL and its suppliers, and the exclusive remedy of Customer, with respect to the infringement, violation or misappropriation of any Intellectual Property Rights.
Customer will indemnify and defend CEEL from and against any third-party claim that arises out of or relates to (i) Customer’s breach or violation of Section 2 (“Use of Technology Offerings, Audit Services”) or Section 4(a) (“Customer Obligations”) or (ii) any third party claim excluded from CEEL’s indemnification obligations pursuant to subsections (i) through (v) of Section 13(a) or (iii) any litigation matter in which Customer or Authorized Users are engaged.
In the event of any such indemnifiable claims, the party seeking indemnification (the “Indemnified Party”) will notify the party required to provide indemnification (the “Indemnifying Party”) of any matter with respect to which the Indemnified Party may seek indemnification from the Indemnifying Party under this Section promptly after the Indemnified Party becomes aware of such matter; provided, however, that any failure to give prompt notice of any such matter will not relieve the Indemnifying Party from any of its liabilities or obligations hereunder with respect to such matter unless (and then only to the extent that) such failure adversely affects the ability of the Indemnifying Party to defend any claim arising out of such matter. The Indemnifying Party will assume the defense and have sole control over the defense and settlement of any claim subject to indemnification hereunder, and will pay any amounts awarded in judgment or agreed in settlement against the Indemnified Party with respect to such claim, provided that (i) the Indemnified Party will have the right to participate in the defense with counsel of its own choice and (ii) the Indemnifying Party may not settle any such claim that would bind the Indemnified Party to any obligation (other than payment covered by the Indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the Indemnified Party, without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld or delayed. The fees and expenses of any counsel retained by the Indemnified Party will be at the expense of the Indemnified Party.

13. Miscellaneous

Governing Law. This Agreement Will Be Governed By And Construed In Accordance With The Laws Of The State Of Delaware, Without Regard To Principles Of Conflict Of Laws. Each Party Irrevocably Submits And Consents To The Jurisdiction Of The United States District Courts For The District Of Delaware, And The Delaware State Courts, Located In New Castle County, Delaware, And, Subject To The Provisions Of Section 14(B) (“arbitration”) Below, Hereby Agrees That Such Courts Will Be The Exclusive Proper Forum For The Determination Of Any Dispute Arising Out Of Or Relating To This Agreement. Furthermore, Subject To The Provisions Of Section 14(B) (“arbitration”) Below, Each Party Hereby Irrevocably And Unconditionally Waives Any Right It May Have To A Trial By Jury In Respect Of Any Legal Action Arising Out Of Or Relating To This Agreement.
Arbitration. Subject to the provisions of Section 14(c) below, the parties agree that any dispute between the parties arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in New Castle County, Delaware in accordance with its commercial arbitration rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be an attorney licensed in Delaware with experience in legal issues related to commercial software-as-a-service. The award shall be made within nine months of the filing of the notice of intention to arbitrate (demand), and the arbitrator shall agree to comply with this schedule before accepting appointment. This time limit may be extended by the arbitrator for good cause shown, or by mutual agreement of the parties. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The arbitrator shall have the authority to allocate the costs of the arbitration process among the parties, including attorneys’ fees. Except as may be required by law or as necessary to enforce the award in a court of law, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties, except that a party may disclose such information to its attorneys or auditors who are subject to confidentiality and ethical obligations. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witnesses. In such event, the other party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award.
Equitable Remedies. Customer agrees that its breach of Sections 2, 4, or 8 of this Agreement would cause irreparable harm to CEEL for which monetary damages alone would not be an adequate remedy. Accordingly, Customer agrees that, in addition to any other remedies to which CEEL may be entitled, in the event of any such breach by Customer, CEEL will be entitled to seek equitable relief (including injunctive relief) with respect to any such breach in any court of competent jurisdiction (notwithstanding any exclusive venue or arbitration provisions of this Agreement) without the requirement of posting bond.
Free Trials. From time to time, CEEL may make a free trial service available to customer at no charge. Customer may choose to try such free trial service or not in its sole discretion. If customer uses a free trial service, CEEL will make such free trial service available to customer on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which customer agreed to use such free trial service, (b) the start date of any technology offerings subscription purchased by customer that includes such free trial service, or (c) termination of the free trial service by CEEL in its sole discretion. A free trial period may be extended upon mutual agreement by CEEL and customer. Notwithstanding anything to the contrary in this agreement, a free trial service is provided “as is.” CEEL makes no representation or warranty and shall have no indemnification obligations with respect to a free trial service. Notwithstanding any other provision of this agreement, CEEL shall have no liability of any type with respect to a free trial service, unless such exclusion of liability is not enforceable under applicable law, in which case CEEL’s total aggregate liability arising out of or relating to a free trial service is limited to a maximum of usd $1,000. Customer shall not use the free trial service in a manner that violates applicable laws and will be fully liable for any damages caused by its use of a free trial service. Any data or information entered into the free trial service by customer may be permanently lost upon termination of the free trial service. Customer agrees that it will not make any public statements or otherwise disclose its participation in the free trial service without CEEL’s prior written consent. CEEL may change or not release a final or commercial version of a free trial service in its sole discretion.
Severability. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
Notices. Except to the extent as may be otherwise expressly permitted in this Agreement and for routine electronic communications regarding the CEEL Offerings provided on or through the Technology Offerings, any notice required or permitted under this Agreement will be in writing, and will be delivered by email to the parties as follows: if to Customer, at the address(es) indicated in the Order; and if to CEEL, at contact@ceel.com. Notice given will be deemed effective on the date delivered. Either party may change the person(s) and/or address(es) designated for notice effective ten (10) days following delivery of notice of such change(s).
Marketing Materials. Customer hereby consents to CEEL’s inclusion of Customer’s name and logo on CEEL’s website and in other CEEL marketing materials (whether in hard copy or electronic form) in order to factually identify Customer as a current customer. To the extent Customer provides CEEL with standard trademark usage guidelines, CEEL shall use the Customer’s name and logo in accordance with such guidelines.
Assignment. Neither party may assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, in any manner without the prior written consent of the other party; provided, however, that a party may assign and transfer this Agreement, and all of its rights and obligations hereunder, without the consent of the other party, to the purchaser or surviving entity in connection with a sale of its business (whether directly or indirectly and whether by way of merger, exchange, consolidation or combination, or sale of fifty percent (50%) or more of its capital stock or similar ownership interests, or sale of all or substantially all of its assets)f”. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and assigns.
Interpretation. Each instance in this Agreement of the words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation.” As used in this Agreement, the term “days” means calendar days, not business days, unless otherwise specified. All headings or section divisions contained in this Agreement are for reference purposes only and will not be construed to affect the meaning or interpretation of this Agreement. There are no intended third-party beneficiaries of this Agreement.
Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have the authority to contract for or bind the other party in any manner whatsoever.
Force Majeure. CEEL will not be liable for any failure or delay in performance resulting from any event beyond its reasonable control, including due to fire, flood, action or decree of civil or military authority, insurrection, act of war, vandalism, terrorism, hackers, denial of service attacks, epidemic or pandemic, labor disputes or shortages, material shortages, power outages, failure of internet connections, failure of suppliers, or embargo.
Waiver; Amendments. No waiver of any provision of this Agreement will be effective unless made in writing and signed by the party to be charged with such waiver. From time to time, CEEL may modify this Agreement by providing notice to Customer. Such notice may be provided in writing, electronically (including through e-mail or through the applicable Technology Offering), or by CEEL posting an updated version of this Agreement to its website. Unless otherwise specified by CEEL, changes become effective on the date of such notice or such later date identified in such notice; provided, that with respect to Technology Offerings, the modified version of this Agreement will not become effective as to such Technology Offerings until the first day of the next Renewal Subscription Period that follows the effective date of the modification. Continued use of any CEEL Offerings after a modified version of this Agreement goes into effect will constitute Customer’s acceptance of such modified version. Any Order may be amended, supplemented or otherwise modified as agreed to in writing (including electronically) by Customer and CEEL, including through terms accepted by Customer within the Technology Offerings (any of the foregoing, an “Order Amendment”). Each Order Amendment shall, unless specifically designated as applying to multiple Orders, apply only to the specific Order referenced in such Order Amendment. For clarity, nothing in this Section 14(l) shall restrict CEEL from modifying Fees in the manner contemplated in Section 6(a).
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior representations, warranties, understandings or agreements (written or oral) between the parties with respect to the subject matter hereof. Without limiting the foregoing, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Orders) shall be incorporated into or form any part of this Agreement, and each of the foregoing shall be null and void ab initio. If Customer is party to an existing Master Services Agreement or other existing agreement with CEEL (a “Prior Agreement”), Customer acknowledges and agrees that this Agreement shall apply to all Orders that reference this Agreement and shall supersede the Prior Agreement with respect to such Orders. In the event of a conflict between or among this Agreement and an Order, the provisions contained in this Agreement will prevail over any conflicting provisions in the Order (except to the extent that the Order specifically references that a particular Section of this Agreement is being altered (including Section number), and where a specific Section of this Agreement is referenced and varied in an Order, that change, unless it is specifically designated as applying to multiple Orders, only applies to the Order in which it is contained and it does not otherwise vary this Agreement in respect of any other Order then in force or any future Order which may be entered into by the parties). The terms of each Order shall apply solely with respect to the Technology Offerings and/or Audit Services subject to such Order.

SCHEDULE 1

DEFINITIONS

“Audit Partner” means a licensed accounting firm or other accredited advisory firm that is engaged by CEEL to assist in providing Audit Services. For clarity, an accounting firm or other accredited advisory firm that is engaged directly by Customer will not be deemed an Audit Partner for purposes of this Agreement.
“Audit Services” means any audit services identified in an Order to be provided by CEEL, directly or indirectly through its Audit Partner.
“Customer” means the company or other legal entity placing an Order or using the CEEL Offerings.
“Customer Data” means any and all data that is uploaded, submitted, transmitted or otherwise provided by Customer or an Authorized User (i) to the Technology Offerings or (ii) to CEEL for provision of Audit Services.
“Data Protection Laws” means all laws relating to the use, protection and privacy of personal data or personal information (including, without limitation, the privacy of electronic communications) which are from time to time applicable to Customer, CEEL or the CEEL Offerings.
“CEEL” means IDation Tech Inc., a company incorporated under the laws of the State of Delaware.
“CEEL Offerings” means the Technology Offerings and/or the Audit Services, as applicable.
“Documentation” means any user guides, training materials, and other technical documentation published by CEEL describing the features, functionality, use and operation of the Technology Offerings that CEEL makes generally available to its users of the Technology Offerings.
“Free Trial Service” means any CEEL service or functionality that CEEL makes available to Customer to try at Customer’s option, at no additional charge, and which is designated as “beta,” “trial,” “pilot,” “free trial,” “evaluation,” or by similar designation.
“Intellectual Property Rights” means any and all patent rights, copyrights, trademark rights, trade secret rights, sui generis database rights, and other proprietary or intellectual property rights, whether now existing or hereafter arising, under the laws of any jurisdiction.
“Offering Term” means the period for which any CEEL Offering is provided.
“Order” means an order either (i) agreed to in writing (including electronically) by Customer and CEEL or (ii) completed and submitted by Customer online at the CEEL site or through the Technology Offerings, including, in each case any and all schedules or other supplementary terms included therein or incorporated by reference therein.
“Person” means any individual, partnership, corporation, limited liability company, trust, joint stock company, government (including any department or agency thereof) or any other form of association or entity.
“Technology Offerings” means the CEEL-provided technology offering(s) identified in an Order or otherwise purchased by, or made available to, Customer (as the same may be updated from time to time) but excluding any Free Trial Service.