Sardius Media | Terms and Conditions

a. Service Provision

Sardius shall provide to you the Service with features as deﬁned by the signed Monthly Service Agreement or Event Agreement (“Service Agreement”) from the start date established by the parties in writing or in the Service Agreement for the duration of the term, subject to your timely payment of fees as set out in the Service Agreement payment schedule.

b. Use Restrictions

You will not use the Service for any purposes beyond the scope granted in this Agreement. You will be responsible for all activities conducted under your Sardius Media Platform account and logins. This agreement does not at any time, directly or indirectly, give you or any third party the permission to: (i) copy, modify, combine with other computer code, download, reproduce, or create derivative works included in the Service, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, disclose, or transfer, the Services to third parties except as contemplated and authorized as part of the Agreement; (iii) reverse engineer, disassemble, decompile, decode, translate, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) remove any proprietary notices from the Service; (v) develop, assist in developing, or have developed on your own or any other person’s behalf software that competes with or is substantially similar to the Service; or (vi) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person or that violates any applicable law.

c. Reservation of Rights

Sardius retains ownership of the Service and all intellectual property rights in the same, including without limitation any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. We reserve all rights not expressly granted to you in this Agreement. Except for the limited license expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Service.

a. Service Provision

Sardius shall provide to you the Service with features as deﬁned by the signed Monthly Service Agreement or Event Agreement (“Service Agreement”) from the start date established by the parties in writing or in the Service Agreement for the duration of the term, subject to your timely payment of fees as set out in the Service Agreement payment schedule.

b. Use Restrictions

You will not use the Service for any purposes beyond the scope granted in this Agreement. You will be responsible for all activities conducted under your Sardius Media Platform account and logins. This agreement does not at any time, directly or indirectly, give you or any third party the permission to: (i) copy, modify, combine with other computer code, download, reproduce, or create derivative works included in the Service, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, disclose, or transfer, the Services to third parties except as contemplated and authorized as part of the Agreement; (iii) reverse engineer, disassemble, decompile, decode, translate, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) remove any proprietary notices from the Service; (v) develop, assist in developing, or have developed on your own or any other person’s behalf software that competes with or is substantially similar to the Service; or (vi) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person or that violates any applicable law.

c. Reservation of Rights

Sardius retains ownership of the Service and all intellectual property rights in the same, including without limitation any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. We reserve all rights not expressly granted to you in this Agreement. Except for the limited license expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Service.

a. Length of Term

The term of this Agreement (“Term”) shall commence on the Commencement Date as agreed in writing between the Parties and continue for the Term Length speciﬁed in the Agreement, unless terminated pursuant to this Agreement. If another agreement is not signed before the end of the Term or notiﬁcation to terminate then this Agreement will automatically renew for successive 12-month periods (each a “Renewal Period”) until either party provides at least thirty (30) days’ written notice of termination before a Renewal Period begins.

b. Termination

You may terminate this Agreement by providing written notice (which may be in the form of an email to the speciﬁed address in the Service Agreement) to Sardius at least thirty (30) days prior to the end of the Term or in the following circumstances:

Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. For the avoidance of doubt, a violation of the AUP will be considered a material breach of this Agreement; and
Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes 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.

c. Suspension

Sardius may suspend your access to the Service and use of any portion or all of the Service if we reasonably determine that:

i. The Licensee disrupts or poses a security risk to Sardius or the Services or any Sardius networks or infrastructure or to any other licensee or vendor of Sardius;
ii. Licensee is using the Service for fraudulent or illegal activities or in violation of the Acceptible Use Policy;
iii. Licensee has ceased to continue its business in the ordinary course, made an assignment for the beneﬁt of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
iv. Sardius’s provision of the Service to Licensee is prohibited by applicable law;
v. Licensee fails to timely pay Fees.

d. Effect of Expiration, Suspension, or Termination.

Upon expiration, earlier termination or suspension of this Agreement, (i) Sardius will be entitled to suspend or terminate access to the Service, and (ii) Licensee will immediately discontinue its access to and use of the Service. Notwithstanding, upon suspension or termination, in whole or in part for any reason:

i. You remain liable for all fees, charges and other obligations you have incurred through the date of termination or suspension and any fees you continue to accrue for Services that are still in use by you (including Support).
ii. All your rights under this Agreement shall immediately terminate.
iii. In the event, your account is terminated due to non-payment and you have not submitted a termination notice. Herein, any credit balance on your account will revert to Sardius.

e. Survival.

Certain provisions intended to survive any expiration or termination of this Agreement survive the same, including without limitation Sections 1.c, 1.d, 2.c, 3, 5–6, 8-11.

a. Length of Term

The term of this Agreement (“Term”) shall commence on the Commencement Date as agreed in writing between the Parties and continue for the Term Length speciﬁed in the Agreement, unless terminated pursuant to this Agreement. If another agreement is not signed before the end of the Term or notiﬁcation to terminate then this Agreement will automatically renew for successive 12-month periods (each a “Renewal Period”) until either party provides at least thirty (30) days’ written notice of termination before a Renewal Period begins.

b. Termination

You may terminate this Agreement by providing written notice (which may be in the form of an email to the speciﬁed address in the Service Agreement) to Sardius at least thirty (30) days prior to the end of the Term or in the following circumstances:

Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. For the avoidance of doubt, a violation of the AUP will be considered a material breach of this Agreement; and
Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes 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.

c. Suspension

Sardius may suspend your access to the Service and use of any portion or all of the Service if we reasonably determine that:

i. The Licensee disrupts or poses a security risk to Sardius or the Services or any Sardius networks or infrastructure or to any other licensee or vendor of Sardius;
ii. Licensee is using the Service for fraudulent or illegal activities or in violation of the Acceptible Use Policy;
iii. Licensee has ceased to continue its business in the ordinary course, made an assignment for the beneﬁt of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
iv. Sardius’s provision of the Service to Licensee is prohibited by applicable law;
v. Licensee fails to timely pay Fees.

d. Effect of Expiration, Suspension, or Termination.

Upon expiration, earlier termination or suspension of this Agreement, (i) Sardius will be entitled to suspend or terminate access to the Service, and (ii) Licensee will immediately discontinue its access to and use of the Service. Notwithstanding, upon suspension or termination, in whole or in part for any reason:

i. You remain liable for all fees, charges and other obligations you have incurred through the date of termination or suspension and any fees you continue to accrue for Services that are still in use by you (including Support).
ii. All your rights under this Agreement shall immediately terminate.
iii. In the event, your account is terminated due to non-payment and you have not submitted a termination notice. Herein, any credit balance on your account will revert to Sardius.

e. Survival.

Certain provisions intended to survive any expiration or termination of this Agreement survive the same, including without limitation Sections 1.c, 1.d, 2.c, 3, 5–6, 8-11.

a. Licensee Content

i. You are solely responsible for all content, information and data, including any text, files, information, graphics, photos, links, videos, that you submit, upload, distribute, or otherwise make available to the Service or through your account, or which is submitted, uploaded, distributed, or made available on your behalf or through your account (“Licensee Data”). Sardius does not claim ownership of Licensee Data. As between you and Sardius, you retain ownership of any intellectual property rights that you hold in your Licensee Data. You grant to Sardius a non-exclusive, royalty-free, worldwide license to reproduce, broadcast, distribute, modify, and otherwise use and display Licensee Data (i) in connection with and for the purpose of providing the Service; (ii) to perform necessary maintenance, calibration, diagnostic and troubleshooting of the Services, and to monitor the performance of the Services; (iii) to train and maintain the services provided that relate to speech to text and other artificial intelligence, large language models that may be included in the services provided by Sardius to the Licensee; (iv) to perform such other actions as authorized or instructed by you; and (v) (e) as otherwise permitted or required by law.
ii. Notwithstanding the foregoing, You acknowledge and agree that Sardius may collect, retain, analyze, create, use and disclose information relating to the performance of the Services and statistics and metrics regarding the Services, provided that such information is solely in an aggregated and anonymized format that does not identify you or any individual (“De-Identified Data”). For clarity, De-Identified Data will not be considered Licensee Data or personal information, and nothing in these Terms will limit Sardius’s right, both during and after the Term, to use, store, transmit, disclose, modify, copy, display, sublicense and create derivative works from De-Identified Data.
iii. You are responsible for ensuring Licensee Data complies with all applicable laws and regulations.
iv. You represent and warrant that (i) Licensee Data will not infringe or misappropriate any third-party copyright, trade secret, patent, trademark, privacy, publicity or other intellectual property or proprietary rights, and (ii) You will not transmit any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other harmful computer code or programming routines to Sardius’s information technology systems when accessing or using the Products or otherwise.
v. You and your end users of any interactive areas within the platform are solely responsible for the contents and consequences of the Licensee Data that is communicated or posted. You should exercise the utmost discretion before providing any personal information in your Licensee Data. In addition to any use restrictions in these Terms, you and your end users must follow the Acceptable Use Policy (“AUP”) located here: https://www.sardius.media/acceptable-use-policy [sardius.media], which are hereby incorporated into this Agreement. Although Sardius is not obligated to monitor Licensee Data, you acknowledge and agree that Sardius, in its sole discretion, has the right to monitor, without notice, any such Licensee Data. Sardius also reserves the right, in its sole and absolute discretion, to remove any Licensee Data that violates Sardius’s AUP, without notice. Sardius’s failure to remove any such data shall not be deemed as a waiver of the terms of this Agreement or the AUP. SARDIUS EXPRESSLY DISCLAIMS ANY LIABILITY FOR THE LICENSEE DATA TRANSMITTED THROUGH OR INTERMEDIATELY, TEMPORARILY OR PERMANENTLY STORED ON SARDIUS NETWORKS OR ANY SERVER AND FOR THE ACTIONS OR OMISSIONS OF YOU OR YOUR END USERS.
vi. You understand and agree that: (1) Sardius assumes no liability or responsibility for any Licensee Data of any kind that is submitted for or posted by you or by any other end users or third parties and (2) Licensee is a publisher of any such Licensee Data, and is acting solely as an Internet Service Provider as such term is defined in the Digital Millennium Copyright Act.

a. Licensee Content

i. You are solely responsible for all content, information and data, including any text, files, information, graphics, photos, links, videos, that you submit, upload, distribute, or otherwise make available to the Service or through your account, or which is submitted, uploaded, distributed, or made available on your behalf or through your account (“Licensee Data”). Sardius does not claim ownership of Licensee Data. As between you and Sardius, you retain ownership of any intellectual property rights that you hold in your Licensee Data. You grant to Sardius a non-exclusive, royalty-free, worldwide license to reproduce, broadcast, distribute, modify, and otherwise use and display Licensee Data (i) in connection with and for the purpose of providing the Service; (ii) to perform necessary maintenance, calibration, diagnostic and troubleshooting of the Services, and to monitor the performance of the Services; (iii) to train and maintain the services provided that relate to speech to text and other artificial intelligence, large language models that may be included in the services provided by Sardius to the Licensee; (iv) to perform such other actions as authorized or instructed by you; and (v) (e) as otherwise permitted or required by law.
ii. Notwithstanding the foregoing, You acknowledge and agree that Sardius may collect, retain, analyze, create, use and disclose information relating to the performance of the Services and statistics and metrics regarding the Services, provided that such information is solely in an aggregated and anonymized format that does not identify you or any individual (“De-Identified Data”). For clarity, De-Identified Data will not be considered Licensee Data or personal information, and nothing in these Terms will limit Sardius’s right, both during and after the Term, to use, store, transmit, disclose, modify, copy, display, sublicense and create derivative works from De-Identified Data.
iii. You are responsible for ensuring Licensee Data complies with all applicable laws and regulations.
iv. You represent and warrant that (i) Licensee Data will not infringe or misappropriate any third-party copyright, trade secret, patent, trademark, privacy, publicity or other intellectual property or proprietary rights, and (ii) You will not transmit any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other harmful computer code or programming routines to Sardius’s information technology systems when accessing or using the Products or otherwise.
v. You and your end users of any interactive areas within the platform are solely responsible for the contents and consequences of the Licensee Data that is communicated or posted. You should exercise the utmost discretion before providing any personal information in your Licensee Data. In addition to any use restrictions in these Terms, you and your end users must follow the Acceptable Use Policy (“AUP”) located here: https://www.sardius.media/acceptable-use-policy [sardius.media], which are hereby incorporated into this Agreement. Although Sardius is not obligated to monitor Licensee Data, you acknowledge and agree that Sardius, in its sole discretion, has the right to monitor, without notice, any such Licensee Data. Sardius also reserves the right, in its sole and absolute discretion, to remove any Licensee Data that violates Sardius’s AUP, without notice. Sardius’s failure to remove any such data shall not be deemed as a waiver of the terms of this Agreement or the AUP. SARDIUS EXPRESSLY DISCLAIMS ANY LIABILITY FOR THE LICENSEE DATA TRANSMITTED THROUGH OR INTERMEDIATELY, TEMPORARILY OR PERMANENTLY STORED ON SARDIUS NETWORKS OR ANY SERVER AND FOR THE ACTIONS OR OMISSIONS OF YOU OR YOUR END USERS.
vi. You understand and agree that: (1) Sardius assumes no liability or responsibility for any Licensee Data of any kind that is submitted for or posted by you or by any other end users or third parties and (2) Licensee is a publisher of any such Licensee Data, and is acting solely as an Internet Service Provider as such term is defined in the Digital Millennium Copyright Act.

b. Personal Data

i. In connection with the provision of the Services, Sardius may process personal information and data from or about Licensee’s end users, Licensee’s employees, and other individuals that is collected, submitted, posted, displayed, uploaded or otherwise received from or provided by Licensee and end users by or through the Services (“Personal Information”). Each party agrees to comply with the applicable laws related to the collection, use and disclosure of Personal Information and Sardius shall not sell, disclose, or use the Personal Information for purposes other than to provide Licensee with the Service.
ii. Licensee is solely responsible for posting on its web properties, or any other place the Service are implemented, a privacy policy in compliance with applicable laws that provides for and allows for the collection of data and information by Licensee and Sardius from Licensee’s users and their access to the Service and Licensee Data and the use of the same for Sardius’ internal business purposes. You acknowledge and affirm that you have provided all notices and obtained all consents necessary, if any, under applicable data protection laws, to provide to Sardius, or permit Sardius to access and collect Personal Information for the purposes described in this Agreement.
iii. Sardius and Licensee hereby acknowledge and agree that in no event shall the transfer of Personal Information to Sardius constitute a sale or sharing of Personal Information or transfer for valuable consideration. Sardius will not (and will require that its subcontractors do not): (i) retain, use, or disclose Personal Information received from or on behalf of Licensee for a commercial purpose that is not necessary to perform its obligations under the Agreement; or (ii) sell, rent, disclose, release, transfer, or make available, or otherwise communicate Personal Information to any third party for monetary or other valuable consideration. Except as otherwise permitted by applicable data privacy laws, Sardius may not combine Licensee Content constituting Personal Information with personal information it receives from or on behalf of another business or person, or that it collects from its own interactions with data subjects (as defined by applicable data privacy laws).
iv. If Licensee or any Personal Information transferred by Licensee to Sardius is subject to the General Data Protection Regulation (“GDPR”), Licensee may request to enter into an ancillary Data Processing Agreement with Sardius, which shall have precedence over this Section 3.b .
v. Sardius shall respond to Licensee in a timely manner related to individual data subject requests.

c. Security.

Sardius shall notify the Licensee without undue delay upon becoming aware of a Security Breach affecting Licensee Data, providing Licensee with the information reasonably required, in accordance with applicable laws. Sardius protocols related to IT Security can be accessed at www.sardius.media/information-security-policy.

b. Personal Data

i. In connection with the provision of the Services, Sardius may process personal information and data from or about Licensee’s end users, Licensee’s employees, and other individuals that is collected, submitted, posted, displayed, uploaded or otherwise received from or provided by Licensee and end users by or through the Services (“Personal Information”). Each party agrees to comply with the applicable laws related to the collection, use and disclosure of Personal Information and Sardius shall not sell, disclose, or use the Personal Information for purposes other than to provide Licensee with the Service.
ii. Licensee is solely responsible for posting on its web properties, or any other place the Service are implemented, a privacy policy in compliance with applicable laws that provides for and allows for the collection of data and information by Licensee and Sardius from Licensee’s users and their access to the Service and Licensee Data and the use of the same for Sardius’ internal business purposes. You acknowledge and affirm that you have provided all notices and obtained all consents necessary, if any, under applicable data protection laws, to provide to Sardius, or permit Sardius to access and collect Personal Information for the purposes described in this Agreement.
iii. Sardius and Licensee hereby acknowledge and agree that in no event shall the transfer of Personal Information to Sardius constitute a sale or sharing of Personal Information or transfer for valuable consideration. Sardius will not (and will require that its subcontractors do not): (i) retain, use, or disclose Personal Information received from or on behalf of Licensee for a commercial purpose that is not necessary to perform its obligations under the Agreement; or (ii) sell, rent, disclose, release, transfer, or make available, or otherwise communicate Personal Information to any third party for monetary or other valuable consideration. Except as otherwise permitted by applicable data privacy laws, Sardius may not combine Licensee Content constituting Personal Information with personal information it receives from or on behalf of another business or person, or that it collects from its own interactions with data subjects (as defined by applicable data privacy laws).
iv. If Licensee or any Personal Information transferred by Licensee to Sardius is subject to the General Data Protection Regulation (“GDPR”), Licensee may request to enter into an ancillary Data Processing Agreement with Sardius, which shall have precedence over this Section 3.b .
v. Sardius shall respond to Licensee in a timely manner related to individual data subject requests.

c. Security.

Sardius shall notify the Licensee without undue delay upon becoming aware of a Security Breach affecting Licensee Data, providing Licensee with the information reasonably required, in accordance with applicable laws. Sardius protocols related to IT Security can be accessed at www.sardius.media/information-security-policy.

a. General

You are solely responsible for your access and use of the Service and any other access or use through your account. You agree to use commercially reasonable efforts to prevent unauthorized access to or improper use of the Service, and promptly notify Sardius of any unauthorized access or improper use of the Service of which you become aware.

b. Your IT Infrastructure

You are solely responsible for providing, setting up, maintaining, and operating your information technology infrastructure (e.g., computers, hardware, operating systems, internet access, etc.) as necessary to access and use the Service, whether that infrastructure is operated directly by you or through the use of third parties.

c. Compliance with Laws.

Both Parties represent and warrant to comply at all times with all laws, rules, regulations, and by-laws of any applicable authority or jurisdiction.

a. General

You are solely responsible for your access and use of the Service and any other access or use through your account. You agree to use commercially reasonable efforts to prevent unauthorized access to or improper use of the Service, and promptly notify Sardius of any unauthorized access or improper use of the Service of which you become aware.

b. Your IT Infrastructure

You are solely responsible for providing, setting up, maintaining, and operating your information technology infrastructure (e.g., computers, hardware, operating systems, internet access, etc.) as necessary to access and use the Service, whether that infrastructure is operated directly by you or through the use of third parties.

c. Compliance with Laws.

Both Parties represent and warrant to comply at all times with all laws, rules, regulations, and by-laws of any applicable authority or jurisdiction.

For support questions, you may contact Sardius and Sardius personnel will use commercially reasonable efforts to answer such support questions. Sardius has no obligation to provide support or answer support requests that are excessive in amount, unduly burdensome or outside the scope of the Support Level relevant as part of your Service Agreement.

a. Fees

You must pay all fees using a valid payment method within time speciﬁed by the invoice without offsets or deductions of any kind. Certain types of fees may be paid through systems we provide without an invoice. All fees are non-refundable.

b. Payment and Remedies for Late Payment

You will make all payments hereunder in US dollars on or before the due date set forth in the Service Agreement. If you fail to make any payment when due, without limiting Sardius’s other rights and remedies: (i) Sardius may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You will reimburse Sardius for all costs incurred by Sardius in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Sardius may suspend your access to any portion or all of the Service until such amounts are paid in full.

c. Taxes

All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Sardius’s income.

a. Fees

You must pay all fees using a valid payment method within time speciﬁed by the invoice without offsets or deductions of any kind. Certain types of fees may be paid through systems we provide without an invoice. All fees are non-refundable.

b. Payment and Remedies for Late Payment

You will make all payments hereunder in US dollars on or before the due date set forth in the Service Agreement. If you fail to make any payment when due, without limiting Sardius’s other rights and remedies: (i) Sardius may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You will reimburse Sardius for all costs incurred by Sardius in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Sardius may suspend your access to any portion or all of the Service until such amounts are paid in full.

c. Taxes

All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Sardius’s income.

If you or other personnel in your organization sends or transmits any communications or materials to Sardius by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), Sardius is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You agree to irrevocably assign to Sardius without further consideration all right, title, and interests in, and Sardius is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Sardius is not required to use any Feedback.

You grant Sardius permission to use your name and logo on our customer lists, marketing and promotional materials, and website. Neither party shall issue any press release about their relationship without the prior written consent of the other.

Except for any ﬁnancial obligations, neither party shall be liable to the other party for any failure or delay in the performance of their obligations to the extent that such failure or delay is caused by events beyond the reasonable control of a party, including, without limitation, ﬁres, ﬂoods, explosions, wars, terrorism, embargos, government requirements and orders, pandemics, diseases, epidemics, labor problems, export controls, failure of utilities, distributed-denial-of-services attacks, ransomwares, civil unrest, civil or military authority, acts of God or the acts or omissions of carriers (a “Force Majeure Event”). If a party intends on relying on a Force Majeure Event to excuse its performance, the affected party shall notify the other party without undue delay by providing the details relating to the Force Majeure Event. If the Services are suspended due to a Force Majeure Event, the Product or Services Term shall be extended or a time corresponding to the duration of the Force Majeure Event. During a Force Majeure Event, each party shall deploy commercially reasonable efforts to mitigate any adverse impacts on the other party.

Any periods of unavailability caused by the following events are not considered as a service interruption:

Deﬁciencies or degradations caused by third-party service providers;
Outages or impacts caused by Licensee;
Third party equipment, applications, networks, systems, or software, except if provided as part of the Service;
Force Majeure Event as described in these Terms and Conditions;
A suspension of the right to use or access the Service in accordance with these Terms and Conditions; and
Unauthorized modiﬁcations to the Service

Any periods of unavailability caused by the following events are not considered as a service interruption:

Deﬁciencies or degradations caused by third-party service providers;
Outages or impacts caused by Licensee;
Third party equipment, applications, networks, systems, or software, except if provided as part of the Service;
Force Majeure Event as described in these Terms and Conditions;
A suspension of the right to use or access the Service in accordance with these Terms and Conditions; and
Unauthorized modiﬁcations to the Service

You will indemnify, hold harmless, and, defend Sardius and its personnel, agents, contractors, directors, and officers from and against any damages, fees, ﬁnes, liabilities, costs, awards or other losses incurred as a result of any third-party claim, allegation, lawsuit, or demand based upon or arising from (i) Licensee Data, including any claim that the Licensee Data infringes or misappropriates any third-party copyright, patent, trade secret, trademark, privacy, publicity or other intellectual property or proprietary right, (ii) your failure to post accurate privacy policies in connection with the Services as may be required by these Terms or any applicable law or failure to abide by the terms of such privacy policies; (iii) any use of the Products or Services in a manner not authorized by this Agreement; (iv) use of the Products or Service in combination with data, software, hardware, equipment or technology not provided by Sardius or authorized by Sardius in writing; or (v) violation of any application law or any term of this Agreement. Licensee may not settle any such claim against Sardius or its personnel unless Sardius consents to such settlement. Sardius reserves the right to participate in any such defense at its option and otherwise participate in such defense by counsel of its own choice.

To the maximum extent permitted by applicable law: (a) in no event will Sardius be liable for any indirect, special, incidental, exemplary, punitive, or consequential loss or damage, nor for any loss of data, business, or revenue, nor for any cost of procurement of substitute goods or services, arising out of or related to this Agreement or the Service, whether the claim is based in contract, tort (including negligence), strict liability, warranty, or otherwise, and even if Sardius has express knowledge of the possibility of the loss or damage; and (b) without limiting (a), Sardius’s maximum liability under this Agreement arising out of any claim whatsoever, regardless of the form of action, will be limited to the amount of the Fees paid to Sardius under this Agreement, even if this remedy fails of its essential purpose.

a. Entire Agreement

This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter

b. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth on the Service Agreement (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with conﬁrmation of transmission) or certiﬁed or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Section.

c. Amendment and Modiﬁcation; Waiver.

No waiver, amendment to or modiﬁcation of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.

d. Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable, such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transaction contemplated hereby be consummated as originally contemplated to the greatest extent possible.

e. Dispute Resolution Procedure

In the event of a dispute between Licensee and Sardius with respect to these Terms and Conditions (save and except with respect to such provisions which provide for an injunction or other immediate relief), the parties shall use reasonable efforts to resolve the matter in dispute, and if resolution of such dispute is not obtained within thirty (30) days of commencement of such negotiation (unless agreed otherwise), each party shall remove all interested participants (including attorneys), select one senior business representative, and continue to work towards a commonly agreed to settlement. If such representatives are unable to resolve such dispute within thirty (30) days of it being referred to them (unless agreed otherwise), each party shall be free to exercise all remedies available to it hereunder or at law, in equity or otherwise. During such period of dispute resolution, each party shall continue to fulﬁll all its obligations under these Terms and Conditions. Notwithstanding the foregoing, if the dispute relates in any way to a breach of any provision by the Licensee, Sardius shall have no obligation to continue to supply any Services following these Terms and Conditions and may suspend such Services as provided hereunder. In case of a dispute, the Parties agree that no presumption will operate in favor of or against either Party by virtue of its role in drafting or not drafting the terms of these Terms and Conditions.

f. Governing Law; Submission to Jurisdiction.

This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conﬂict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Missouri. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Missouri in each case located in the City of Kansas City and County of Jackson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The Uniform Computer Information Transactions Act or any version thereof adopted by any state in any form and the United Nations Convention for the International Sale of Goods do not apply to this Agreement.

g. Assignment

Licensee may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Sardius. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. Sardius may assign this Agreement or any of its rights or obligations under this Agreement, in whole or in part, without obtaining Licensee’s consent. This Agreement is binding upon and inures to the beneﬁt of the parties and their respective permitted successors and assigns.

h. Export Regulation

The Products utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee will not, directly or indirectly, export, re-export, or release the Products or the underlying software or technology to, or make the Products or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Products or the underlying software or technology available outside the US.

i. Equitable Relief

Licensee acknowledges and agrees that a breach or threatened breach of any of its obligations this Agreement would cause Sardius irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Sardius will be entitled to equitable relief, including a restraining order, an injunction, speciﬁc performance and any other relief that may be available from any court, without any requirement to post a bond or other security or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

j. Relationship

This Agreement does not create any employment, agency, partnership, or joint venture relationship between the parties. Neither party has any authority to contract for or bind the other in any manner or make any representation or commitment on behalf of the other.

a. Entire Agreement

This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter

b. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth on the Service Agreement (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with conﬁrmation of transmission) or certiﬁed or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Section.

c. Amendment and Modiﬁcation; Waiver.

No waiver, amendment to or modiﬁcation of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.

d. Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable, such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transaction contemplated hereby be consummated as originally contemplated to the greatest extent possible.

e. Dispute Resolution Procedure

In the event of a dispute between Licensee and Sardius with respect to these Terms and Conditions (save and except with respect to such provisions which provide for an injunction or other immediate relief), the parties shall use reasonable efforts to resolve the matter in dispute, and if resolution of such dispute is not obtained within thirty (30) days of commencement of such negotiation (unless agreed otherwise), each party shall remove all interested participants (including attorneys), select one senior business representative, and continue to work towards a commonly agreed to settlement. If such representatives are unable to resolve such dispute within thirty (30) days of it being referred to them (unless agreed otherwise), each party shall be free to exercise all remedies available to it hereunder or at law, in equity or otherwise. During such period of dispute resolution, each party shall continue to fulﬁll all its obligations under these Terms and Conditions. Notwithstanding the foregoing, if the dispute relates in any way to a breach of any provision by the Licensee, Sardius shall have no obligation to continue to supply any Services following these Terms and Conditions and may suspend such Services as provided hereunder. In case of a dispute, the Parties agree that no presumption will operate in favor of or against either Party by virtue of its role in drafting or not drafting the terms of these Terms and Conditions.

f. Governing Law; Submission to Jurisdiction.

This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conﬂict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Missouri. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Missouri in each case located in the City of Kansas City and County of Jackson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The Uniform Computer Information Transactions Act or any version thereof adopted by any state in any form and the United Nations Convention for the International Sale of Goods do not apply to this Agreement.

g. Assignment

Licensee may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Sardius. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. Sardius may assign this Agreement or any of its rights or obligations under this Agreement, in whole or in part, without obtaining Licensee’s consent. This Agreement is binding upon and inures to the beneﬁt of the parties and their respective permitted successors and assigns.

h. Export Regulation

The Products utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee will not, directly or indirectly, export, re-export, or release the Products or the underlying software or technology to, or make the Products or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Products or the underlying software or technology available outside the US.

i. Equitable Relief

Licensee acknowledges and agrees that a breach or threatened breach of any of its obligations this Agreement would cause Sardius irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Sardius will be entitled to equitable relief, including a restraining order, an injunction, speciﬁc performance and any other relief that may be available from any court, without any requirement to post a bond or other security or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

j. Relationship

This Agreement does not create any employment, agency, partnership, or joint venture relationship between the parties. Neither party has any authority to contract for or bind the other in any manner or make any representation or commitment on behalf of the other.

Terms of Service

Terms of Service

Sardius Media Platform General Terms and Conditions

Services, Access, and Use

Term of Agreement, Termination and Suspension

3. Licensee Data, Privacy, and Security

Your Responsibilities

Support

Fees and Payment

Feedback

Publicity

Force Majeure

Exclusions

Indemniﬁcation

Limitations of Liability

Miscellaneous

Terms of Service

Sardius Media Platform General Terms and Conditions

Services, Access, and Use

Term of Agreement, Termination and Suspension

3. Licensee Data, Privacy, and Security

Your Responsibilities

Support

Fees and Payment

Feedback

Publicity

Force Majeure

Exclusions

Indemniﬁcation

Limitations of Liability

Miscellaneous