AutoClerk Atlas™

Software as a Service Agreement

This Software as a Service Agreement (this “Agreement”) governs your use of the Service (defined below).  By executing a purchase order that references this Agreement, you agree to the terms and conditions of this Agreement.  If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its Affiliates (as defined below) to these terms and conditions, in which case the term “Customer” shall refer to that entity and its Affiliates. If you do not have the authority, or if you do not agree with these terms and conditions, you must not accept this Agreement, and you may not use the Service. This Agreement was last updated on February 26, 2026. This Agreement is effective between Customer and AutoClerk, Inc. (“AutoClerk”) as of the date that Customer executes the purchase order (the “Effective Date”).    

1. Definitions.

“Action” means any claim, suit, or other proceeding. “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with such person or entity. “AutoClerk Systems” means the information technology infrastructure used by or on behalf of AutoClerk in performing the Service, including all computers, software, hardware, databases, electronic systems.   “Control” means with regard to an entity, the legal, beneficial or equitable ownership, directly or indirectly, in excess of fifty percent (50%) of the capital stock (or other percentage or ownership interest, if not a corporation) of such entity having voting rights, or the equivalent right under contract, to control management decisions.   “Customer Content” means data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer by or through the Service.   “Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, and networks, including those provide by a third party for Customer.   “Data Privacy Laws” means applicable laws, rules and regulations related to privacy, security, data protection, and/or the processing of personal data, in any relevant jurisdiction, each as amended, replaced or superseded from time to time.   “Documentation” means manuals, documents, specifications, and other instruments AutoClerk provides to Customer in connection with the Service.   “Feedback” means any and all ideas, suggestions, comments, observations and other input provided by Customer to AutoClerk, regarding the Service.     “Governmental Authority” means any national, state, provincial, local, governmental, judicial, public, quasi-public, administrative, regulatory or self-regulatory authority, agency, commission, board, organization, or instrumentality.   “Intellectual Property Rights” means common law, statutory and other intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.   “Interfaces” means software component, integration layer, API, connector, orchestration logic, Internet of Things (IoT) or other work product including custom code, scripts, or autonomous agents, developed or otherwise supported by AutoClerk or its licensors for the interoperability, data exchange, or functional integration between the Service and (a) BWH’s central reservation system(s), (b) BWH’s proprietary “Best Rev” revenue management solution(s), (c) BWH’s loyalty system(s), or (d) other third party and/or BWH hardware or software applications utilized by AutoClerk or a Customer including but not limited to accounting systems, kiosks, payment processors and products developed by HotelKey (e.g. PaymentKey, EventKey, RetailKey).   “Law” or “Laws” mean the common law of any state or any provision of any federal, state, local, county, or municipal law, treaty, statute, rule, regulation, order, ordinance, standard, code, permit, directive, judgment, injunction, decree, or other decision of any arbitrator(s), Governmental Authority, Data Privacy Laws, and PCI regulation (if applicable) legally binding on the relevant party.   “Loss” means losses, damages, liabilities, claims, actions, judgments, settlements, awards, penalties, fines, costs and expenses, including reasonable attorneys’ fees.   “Person” means an individual, corporation, partnership, organization, association, government authority, or other entity.   “Service” means the AutoClerk SaaS application known as AutoClerk Atlas, including software applications, Documentation, and all Updates.   “Updates” means upgrades, updates, enhancements, or modifications to the current versions of the Service made available as a major release, minor release, correction, bug fix, or patch.    

2.         Use of the Service; Restrictions and Obligations.

  2.1       Authorized Use.   (a)        Subject to the terms and conditions of this Agreement, AutoClerk grants Customer the non-exclusive, non-transferable, revocable, limited right to use the Service during the Term (defined below), solely for Customer’s internal business operations.   (b)       AutoClerk shall use commercially reasonable efforts to maintain the Service twenty-four (24) hours per day, seven (7) days per week, except for: (i) scheduled downtime; (ii) downtime or degradation due to a Force Majeure Event (defined below); (iii) Customer’s acts or omissions or use of the Service that does not comply with this Agreement and the Documentation; (iv) failure, interruption, outage or other problem with any software, system, network, facility or other matter not supplied by AutoClerk,  including Customer Systems and Internet connectivity; (v) disabling, suspension, or termination of the Service in accordance with this Agreement; or (vi) any other circumstances beyond AutoClerk’s reasonable control.   2.2       The Service and System Control.  

• Except as otherwise expressly provided in this Agreement, AutoClerk (including its licensor) have and will retain sole control over (i) the operation, provision, maintenance and management of the Service, including, AutoClerk Systems; (ii) the selection, deployment, modification and replacement of the Service; (iii) and the performance of Updates.

  (b)       Except as otherwise expressly provided in this Agreement, Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Service.   2.3       Changes, Suspension or Termination of the Service.  AutoClerk reserves the right, in its sole discretion, to make any Updates to the Service that it deems necessary or useful, including to maintain or enhance the Service, the competitive strength of the Service, the Service’s cost or performance, to reflect changes in technology, industry practices, availability of Interfaces, availability of the Service from AutoClerk’s licensor, or to comply with applicable Law.   2.4       Suspension or Termination of the Service. AutoClerk may, directly or indirectly, and by use of any disabling device or any other lawful means, suspend, terminate or otherwise deny Customer’s or any other Person’s access to or use of all or any part of the Service, without incurring any obligation or liability, if: (i) AutoClerk receives a judicial or other governmental demand or order, subpoena or law enforcement request that requires AutoClerk to do so;  (ii) to comply with applicable Law; (iii) to comply with its licensor’s requirements or (iv) AutoClerk believes, in its sole discretion, that: (a) Customer has failed to comply with this Agreement or the Documentation; (b) Customer is, has been, or is likely to be involved in any unlawful activities; or (c) this Agreement expires or is terminated.  This Section does not limit AutoClerk’s other rights or remedies, whether at law, in equity, or under this Agreement.

            2.5       Reservation of Rights; Restrictions.

(a)        Nothing in this Agreement grants any right, title, or interest in or to the Service (including any license) or any Intellectual Property Rights related to the Service, whether expressly, by estoppel or otherwise.  All right, title, and interest in and to the Service (including all Intellectual Property Rights) are and will remain with AutoClerk and the respective rights holders.

(b)             Customer shall not and shall not assist or permit any other Person to: (i) rent, lease, sell, time share, transfer, modify, reproduce, copy, make derivative works from, distribute, or publish the Service; (ii)  rent, lease, re-sell sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service to any Person; (iii)  reverse engineer, disassemble, decompile, decode or adapt the Service, or otherwise attempt to derive or gain access to or discover the source code of the Service; (iv)  breach any security device of the Service; (v) input, upload, transmit or provide to or through the Service any information or materials that are unlawful or injurious; (vi) damage, destroy, disable, impair or otherwise impede in any manner the Service or AutoClerk’s provision of the Service to any Person; (vii) remove, or change any terms of the Service, including warranties, disclaimers, or Intellectual Property Rights notices; (viii)  use the Service in any manner or for any purpose that infringes, misappropriates or violates any Intellectual Property Rights or other right of any Person, or that violates any applicable Law; (ix)  use the Service for purposes of  developing, using or providing a competing service or any other purpose to AutoClerk’s detriment or commercial disadvantage; or (x) use the Service expect as expressly permitted by this Agreement.   2.6       Service Level and Support.   (a)        Customer acknowledges that (i) it is not possible for AutoClerk to guarantee that the Service will be available or will function properly at all times and (ii) from time to time the Service will not be available because of the need to conduct routine or non-routine maintenance and Updates.  AutoClerk will make reasonable efforts to ensure that, when possible, downtime will be communicated to Customer in advance.  AutoClerk will use commercially reasonable efforts to make the Service available 99.0% of the time, subject to the exceptions listed in this Agreement, including Section 2.1(b).   (b)       AutoClerk will provide telephone support twenty-four (24) hours per day, seven (7) days per week. Generally, Customer will receive an initial response within thirty (30) minutes for critical issues and within two (2) hours for all other support incidents. AutoClerk will make reasonable efforts to solve, or provide a reasonable workaround, to all issues promptly. However, Customer acknowledges and agrees that (i) at certain times, for reasons that may be outside AutoClerk’s control, demand for customer support may exceed availability and (ii) particularly complex issues may require a higher degree of support from that which can be provided by the first response and therefore may take longer to provide.   2.7       Data Backup.  Customer Content uploaded to the Service by Customer will be backed-up daily. Content that is backed-up will be stored until the next daily backup. The Service does not replace the need for Customer to maintain regular data backups or redundant data archives.   2.8       Security. In connection with the use of the Service, Customer will be provided with passwords that will permit persons authorized by Customer to access Content and to use the Service. Customer is solely responsible for implementing appropriate security measures regarding authorized use of all passwords.   2.9       Interfaces.   The Service may enable Customer to link to, transfer Customer Content to, or otherwise access, third parties’ websites, platforms, content, products, services, and information (“Integrations”). AutoClerk does not control and is not responsible for Integrations.  Customer is solely responsible for complying with the terms of access and use of any Integrations, and if AutoClerk accesses or uses any Integrations on Customer’s  behalf to facilitate the Service, Customer is solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to Customer, is authorized by the terms of access and use for such services. If Customer transfers or causes the transfer of Customer Content from the Service to an Integration or other location, that transfer constitutes a distribution by Customer and not by AutoClerk. All Interfaces that AutoClerk makes accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. AutoClerk disclaims all liabilities arising from or related to the Interfaces.   2.10     Additional Customer Obligations.   (a)        Customer is solely responsible for: (i) all Customer Content, including its content and use; (ii) all information, instructions and materials provided by or on behalf of Customer in connection with the Service; (iii) Customer’s Systems, including Internet access to ensure effective connectivity; (iv) the security and use of Customer’s access credentials; and (v) all access to and use of the Service directly or indirectly by or through the Customer Systems, with or without Customer’s knowledge or consent.   (b)       Customer is solely responsible for providing current and accurate information regarding Customer’s cancellation policies, minimum stay requirements, rates, availability, amenities, location, or any other information that may reflect the current positioning of Customer’s properties through the use of the Service.    

3. Intellectual Property Rights.

  3.1        The Service. All right, title, and interest in and to the Service, including all Intellectual Property Rights therein, are and will remain with AutoClerk and the respective rights holders.  Customer has no right, license, or authorization with respect to the Service except as expressly set forth in this Agreement.  All other rights in and to the Service are expressly reserved by AutoClerk and the respective rights holders.   ‌            3.2       Customer Content. As between Customer and AutoClerk, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Content, including all Intellectual Property Rights related thereto.   3.3        Consent to Use Customer Content. Customer hereby irrevocably grants all rights and permissions in or related to Customer Content to AutoClerk, its subcontractors and its licensors as are necessary or useful to provide the Service and as necessary or useful to enforce this Agreement and to exercise AutoClerk’s rights and perform its obligations.    

4. Indemnification; Limitation of Liability.

  4.1       AutoClerk’s Indemnification. AutoClerk shall indemnify, defend and hold harmless Customer from and against Losses incurred by Customer arising out of or related to an Action by a third party that Customer’s use of the Service in accordance with this Agreement infringes any U.S. Intellectual Property Right. The foregoing obligation does not apply to the extent that an Action or Loss arises from or is related to: (i) access to or use of the Service in combination with any hardware, system, network, or other service not provided by AutoClerk, including Customer Content or any third party materials; (ii) modification of the Service other than by AutoClerk; (iii) failure to timely implement Updates provided by AutoClerk; (vi) use of the Service after AutoClerk’s notice to Customer about alleged or actual infringement, misappropriation or other violation of a Person’s rights; (v)  use of the Service by or on behalf of Customer that is outside the purpose or scope authorized by this Agreement; (vi) events or circumstances outside of AutoClerk’s commercially reasonable control; or (vii) Actions or Losses for which Customer is obligated to indemnify AutoClerk pursuant to this Agreement.   4.2       Customer’s Indemnification. Customer shall indemnify, defend and hold harmless AutoClerk, its licensors, its Affiliates, and each of its and their respective officers, members, directors, employees, agents, subcontractors, successors and assigns (each, including AutoClerk, an “AutoClerk Indemnitee”) from and against any and all Losses incurred by any AutoClerk Indemnitees in connection with any Action by a third party arising out of or related to: (i) Customer Content; (ii) use of the Service by or on behalf of Customer with any hardware, software, system, or service that is neither provided by AutoClerk; (iii)  a breach or alleged breach by or on behalf of Customer of any representation, warranty, covenant or obligation under this Agreement; (iv) any negligence, misuse or act or omission  by or on behalf of Customer with respect to the Service or in connection with this Agreement; or (v)  use of the Service by or on behalf of Customer that is outside the use authorized by this Agreement.   4.3       Indemnification Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any Action for which the indemnified party believes it is entitled to be indemnified.  The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of the Action and shall employ counsel of its choice at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 4 will not relieve the Indemnitor of its obligations except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of that failure. The Indemnitee may participate in the proceedings at its own cost and expense with counsel of its own choosing.   4.4       Mitigation. If the Service, or any part of the Service, is, or in AutoClerk’s opinion is likely to infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights, or if Customer’s use of the Service is enjoined or threatened to be enjoined, AutoClerk may, at its option: (i)  obtain the right for Customer to continue to use the Service as contemplated by this Agreement; (ii) modify or replace the Service; or (iii) terminate this Agreement, in its entirety or with respect to the affected feature of the Service, effective immediately on written notice to Customer.  In the event this Agreement is terminated pursuant to the foregoing, Customer shall cease all use of the Service, and AutoClerk shall refund to Customer, a pro rata share of any Fees prepaid by Customer for the remaining portion of the Term.   4.5       Sole Remedy. SECTION 4 SETS FORTH CUSTOMER’S SOLE REMEDIES AND AUTOCLERK’S, ITS AFFILIATES’, AND ITS LICENSOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED ACTIONS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICE) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY PARTY.     4.6       Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 4, IN NO EVENT WILL THE AGGREGATE LIABILITY OF AUTOCLERK, ITS AFFILIATES’, AND ITS LICENSOR’S ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNTS PAID TO AUTOCLERK UNDER THIS AGREEMENT DURING THE TWLEVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE ACTION. THE FOREGOING LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  The LIMITATIONS IN this Section do not apply to each party’s indemnification obligation, breach of confidentiality, fraud, or willful misconduct.    

5. Disclaimer of Warranties.

  AutoClerk makes no representation or warranty to Customer with respect to the Service except as expressly stated herein. to the maximum extent permitted by applicable law, autoClerk disclaims all express or implied warranties including, without limitation, all implied warranties arising from course of dealing or course of performance. AutoClerk DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AutoClerk MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY OTHER GOODS or SERVICES WILL MEET CUSTOMER’S OR OTHER THIRD PARTY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE WITH ANY OTHER GOODS, SERVICES, OR TECHNOLOGY, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. AUTOCLERK, ITS AFFILIATES’, AND ITS LICENSOR’S SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, INTERRUPTION OR LOSS OF BUSINESS CAUSED BY OR RESULTING FROM THE USE OF THE SERVICE. AUTOCLERK , ITS AFFILIATES’, AND ITS LICENSOR’S SHALL NOT BE LIABLE FOR ANY ACTUAL OR ALLEGED SECURITY BREACHES INTO CUSTOMER’S COMPUTER SYSTEMS OR NETWORKS, OR FROM ANY RESULTING ACTIONS TAKEN AGAINST CUSTOMER.   AutoClerk does not and cannot control the flow of data to or from the website from which the Service is provided or other portions of the Internet. That flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which AutoClerk’s or Customer’s connections through the Internet (or portions thereof) may be impaired or disrupted. AutoClerk cannot guarantee that these events will not occur. Accordingly, AutoClerk disclaims any and all liability resulting from or related to those events.      

6.                     Term and Termination.

  6.1       Term. The initial term of this Agreement (“Initial Term”) shall begin on the Effective Date and continue for two (2) years. Following the Initial Term, the Agreement will automatically renew for successive one (1) year periods (“Renewal Term”), unless terminated earlier in accordance with this Agreement or unless either Party provides written notice of its intent not to renew at least ninety (90) days before the end of the current term. The Initial Term and any Renewal Terms are collectively referred to as the “Term.”   6.2       Termination for Cause.  This Agreement may be terminated:   (a)         by AutoClerk, effective on written notice to Customer, if Customer fails to pay any amount due under this Agreement, and that failure continues for more than thirty (30) days after AutoClerk’s delivery of the written notice;   (b)       by either Party, upon thirty (30) days prior written notice to the other Party if the other Party breaches this Agreement and the breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of that breach; however, AutoClerk may terminate this Agreement immediately, pursuant to Section 2.4 or in the event Customer breaches Section 2.5(b); and   (c)         by either Party, effective immediately, if the other Party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.   6.3       Early Termination. If, for any reason other than material breach of this Agreement by AutoClerk, Customer requests termination or terminates this Agreement prior to completion of the current Term, the following early termination fee shall be paid by Customer to AutoClerk prior to AutoClerk releasing Customer from its obligations under this Agreement: The early termination fee paid to AutoClerk by the Customer shall be the greater of six (6) months average Fees or $2,500.00.   6.4       Effect of Termination.  Except as otherwise set forth in this Agreement, on the expiration or early termination of this Agreement: (i) all rights, licenses and authorizations granted to Customer hereunder will immediately terminate and Customer shall immediately cease all use of the Service; and (ii) Customer shall pay, within thirty (30) days, all amounts payable by Customer under this Agreement.  Except as otherwise required by applicable Law, upon termination for any reason, all Customer Content will be immediately and irrevocably deleted from the Service.    

7.         Fees; Payment Terms.

  7.1      Fees. Customer shall pay AutoClerk the fees, including any reimbursable expenses, set forth in Exhibit A (“Fees”) in accordance with this Section 7.   7.2        Fee Increases.   AutoClerk may increase the Fees upon thirty (30) days written notice to Customer. The increased Fees shall become effective on the date specified in the notice unless Customer terminates this Agreement by providing written notice to AutoClerk on or before the date on which the increased Fees would otherwise go into effect. ‌ 7.3       Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder.   7.4      Payment. Fees are payable to AutoClerk by credit card payment or Automated Clearing House (ACH) transfer within thirty (30) days of the invoice date.  All Fees are payable in U.S. funds to AutoClerk’s corporate address at: 1990 N. California Blvd, Suite 20, PMB 1139. Walnut Creek, CA 94596or such other address as AutoClerk provides to Customer from time to time. Customer shall provide AutoClerk with either its bank or credit card information to be used for monthly payments. All Fees shall be invoiced monthly and will be processed to the banking or credit card information on file.   All amounts over thirty (30) days past due shall bear a ($50.00) late fee billed monthly. If the invoice is over sixty (60) days past due, Customer’s use of the Service will be suspended and subject to a $1,500.00 reinstatement fee and potential termination. Customer shall be responsible for all fees and Losses AutoClerk incurs in the collecting of past due amounts including attorneys’ fees, expenses and court costs.   7.5       Refunds. Except as set forth in this Agreement, no refunds of any amounts will be paid to Customer in the event of termination or suspension of the Service or this Agreement.    

8. Confidentiality.

8.1 Confidential Information. “Confidential Information” means all confidential, proprietary, and trade secret information of the disclosing party, in tangible or intangible form, disclosed to the receiving party.  Confidential Information includes: (i) information designated by the disclosing party as confidential; (ii) information that contains, or that relates to, the disclosing party’s plans, pricing, methods, methodologies, processes, financial data, lists, Intellectual Property Rights, customer information, programs, research, development, and information technology; and (iii) the terms and conditions of this Agreement. The Parties agree that Confidential Information provided by the disclosing party is and will remain the property of the disclosing party and that nothing contained in this Agreement is to be construed to be a grant of, or as an intention or commitment to grant to the receiving party, any right, title or interest of any nature in or to the Confidential Information or any property derived therefrom.  The Parties further agree that all rights and title in and to the Confidential Information will remain at all times in the disclosing party. 8.2 Obligations of the Receiving Party. The receiving party agrees (i) it will hold in strict confidence all Confidential Information received from the disclosing party; (ii) it will use the Confidential Information only as authorized by the disclosing party; and (iii) it will not make any use of the Confidential Information for its own benefit at any time, and will not knowingly permit or facilitate such use by any other Person, without the prior written consent of the disclosing party. Notwithstanding the foregoing, the receiving party may disclose Confidential Information without the disclosing party’s prior written consent to any of its officers, employees, or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the receiving party to protect information such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the receiving party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this Section. The receiving party shall be liable to the disclosing party for the acts or omissions of any Representatives to which it discloses Confidential Information which, if done by the receiving party, would be a breach of this Agreement. 8.3 Exceptions to the Obligation of Confidentiality. The receiving party will not be liable for the disclosure of any Confidential Information which is: (i) generally made available publicly or to third parties by the disclosing party without restriction on disclosure; (ii) rightfully received from a third party without any obligation of confidentiality; (iii) rightfully known to the receiving party without any limitation on disclosure prior to its receipt from the disclosing party; (iv) independently developed by employees of the receiving party without reference to the Confidential Information of the disclosing party, which can be demonstrated by written record; or (iv) required to be disclosed in accordance with applicable Laws, court, judicial, or other government order; provided, however, that the receiving party shall give the disclosing party reasonable notice prior to such disclosure (to the extent that it is legally permitted to do so) and shall comply with any applicable protective order.

9.Additional Provisions.

9.1  Attorneys’ Fees. If any legal action is necessary to enforce the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees in addition to any relief to which that Party may be entitled. 9.2 Governing Law; Venue. This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Arizona. Customer expressly agrees to submit to the venue and jurisdiction of the Federal and State courts located in Maricopa County, Arizona. 9.3 Assignment.  Customer may not assign or delegate any or all of its rights, obligations and duties under this Agreement without the prior written consent of AutoClerk, which may be withheld in AutoClerk’s sole discretion. AutoClerk may assign, transfer, or delegate this Agreement (in whole or in part) at any time, including to an Affiliate or in connection with a merger, acquisition, corporate reorganization, sale of stock or assets, financing, or by operation of Law, with or without notice to Customer. This Agreement will bind and inure to the benefit of a Party’s permitted successors and assigns. 9.4 Force Majeure.  In the event either Party is delayed or prevented from performing this Agreement (except for payment obligations) due to any cause beyond its reasonable control and without its fault or negligence, including but not limited to, strike, labor or civil unrest or dispute, embargo, work stoppage, delay, protest, acts of God or acts of terrorism, such delay shall be excused during the continuance of such delay, and the period of performance shall be extended to such extent as may be reasonable to perform after the cause of delay has been removed.  In the event any such delay continues for a period of more than thirty (30) days, either Party may terminate the Agreement under which performance is delayed upon written notice to the other Party. 9.5 Survival. All provisions of this Agreement, including without limitation confidentiality, indemnification, limitation of liability, and intellectual property, which by their nature reasonably should survive termination or expiration of this Agreement shall be deemed to so survive. 9.6 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner averse to any Party. Upon any determination that any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible. 9.7 Relationship of the Parties.  The Parties agree that they are independent contractors and nothing in this Agreement is intended to make the Parties partners, agents, joint venturers, or any other form of joint enterprise, or to make the employees, agents, or representatives of one of the Parties into employees, agents, or representatives of the other Party. Neither Party to this Agreement shall have any express or implied right or authority to assume or create any obligations on behalf of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party. 9.8 Waiver. No consent or waiver, express or implied, by a Party to or of any breach or default by any other Party in the performance by such Party of its obligations under this Agreement will be deemed or construed to be a consent or waiver to or of any breach or default in the performance by such Party of the same or any other obligations of such Party under this Agreement. Failure on the part of a Party to complain of any act or failure to act of any other Party or to declare any other Party in default, irrespective of how long such failure continues, will not constitute a waiver by such Party of such default or its rights under this Agreement. The giving of consent by a Party in any one instance will not limit or waive the necessity to obtain such Party’s consent in any future instance. 9.9 Enforcement. Notwithstanding any other provision in this Agreement, each Party agrees that money damages alone would not be an adequate remedy for the breach of this Agreement including the provisions related to a breach of either Party’s Intellectual Property and each Party’s Confidential Information, and in such case, the non-breaching Party, in addition to other rights and remedies existing in its favor, is entitled to seek immediate equitable relief in any court of competent jurisdiction for specific performance or injunctive or other relief (without proving monetary damages or posting a bond or other security). 9.10 Notices.  Any notice, request, demand, or other communication required or permitted under this Agreement will be given in writing, with all communication charges prepaid, to the Party being notified. All communications will be deemed given only upon receipt.  A Party may change its address only by notifying the other Party in writing in accordance with this notice provision, in which case this Agreement will be deemed to have been modified for that purpose. 9.11 Entire Agreement. This Agreement, including all Exhibits, and other attachments constitutes the entire agreement between the Parties and supersedes all agreements, covenants, representations, warranties, statements, promises, terms, and understandings, whether oral or written, with respect to the subject matter hereof matter. This Agreement may be amended with thirty (30) days prior written notice by Customer at any time and such changes shall be effective thirty (30) days thereafter (“Amendment Date”).  Customer’s continued use of the Service after the Amendment Date shall constitute acceptance of the amendments.