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Gazelle Services Agreement
Gazelle Services Agreement

By signing on to a Gazelle.ai License, you accept the following

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Written by Steven Jast
Updated over a week ago

GAZELLE.AI SERVICES AGREEMENT

This Master Services Agreement (together with all exhibits, attachments, Order Forms and Change Orders, the “Agreement”) is between the entity identified on the Order Form (“Customer”) and Gazelle.ai Inc., a company incorporated under the laws of Canada and having an office at 416 de Maisonneuve Blvd. West, Suite 1000, Montreal (Quebec) H3A 1L2 (“Gazelle.ai”).

This Master Services Agreement is effective upon acceptance in writing or electronically by Customer, including if included as a reference in an Order Form (the “Effective Date”).

WHEREAS, Gazelle.ai provides a software-as-a-service platform to drive business development as more fully described in the Order Forms and the Documentation (the “Services”);

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

In this Agreement, all capitalized terms not otherwise defined in this Agreement shall have the following meanings:

1.1 “Affiliate” is an entity that controls, is controlled by or shares common control with a party, where such control arises from either (a) a direct or indirect ownership interest of more than fifty percent (50%) or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise.

1.2 “Applicable Laws” means any applicable domestic or foreign law, rule, regulation, order, or other action, decree or requirement in force at any time during the Term which governs or regulates any party, this Agreement and the provision of the Services.

1.3 “Confidential Information” means any and all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, or of any person, firm, cooperation or other entity which the Disclosing Party is under an obligation to keep confidential, including trade secrets, source code, algorithms, lists of customers, vendors, suppliers, agents and site visitors, business studies and analyses, specifications and uses of products and services; product research, sales, marketing and strategic plans and forecasts; product and availability information and any and all proposals, notes, projections, memoranda, reports, lists and records, whether written, printed or in digital format or otherwise, and shall include any and all other types of information which is identified by the Disclosing Party, either orally or in writing, as confidential at the time of disclosure to the Receiving Party, or which the Receiving Party ought to know by virtue of the circumstances in which it learned of such information, would constitute Confidential Information.

1.4 “Documentation” means the documentation, information, and other documents relating to the Services that are provided by and officially approved by Gazelle.ai to Customer, including any specifications for the Services.

1.5 “End User” means each user who is an employee Customer and is authorized by Customer to use the Services. For the avoidance of doubts, an End User may not be a third party or an individual other than an employee of Customer.

1.6 “Excluded Improvement” means any feature or module not included in the “Included Improvements” or in the specifications described under the Order Form. Excluded Improvements are subject to an Order Form and additional fees and are indicated as such by Gazelle.ai.

1.7 “G-Score” means Gazelle.ai’s AI-powered metric that indicates how likely a company is to expand.

1.8 “Included Improvements” means ongoing improvements that benefit all customers and that are part of Gazelle.ai development roadmap and natural evolution of the Services. Included Improvements are implemented for all customers and include new data releases which are issued periodically at Gazelle.ai’s reasonable discretion.

1.9 “Intellectual Property” means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principles applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing. Notwithstanding anything to the contrary, Gazelle.ai’s Intellectual Property includes, without limitation, the Services (including the underlying technology and algorithms) as well as the Included Improvements, the Excluded Improvements, the Documentation, Gazelle.ai’s Confidential Information (including the algorithms used for the G-Score™) and any Intellectual Property relating to the foregoing.

1.10 “BI Data” means the data made available to Customer as part of the Services, including from public sources, paid private sources, natural language processors and proprietary data of Gazelle.ai, and which relates to business intelligence on companies, and which may include business information about their executives and board members.

1.11 “BI Datasets” means any combination of Licensed Data based on the parameters identified by Customer.

1.12 “Order Form” means the quotation, order form or proposal containing the Fees for the Services, along with the Subscription Term, number of authorized End Users and any additional terms as applicable from time to time.

1.13 “Personal Information” means any information that would meet the definition of “personal information’’ or “personal data” (or similar nomenclature) under Applicable Laws and that is (a) submitted through the Services by Customer or its End Users or (b) collected by the Services about End Users.

1.14 “Security Breach” means the loss of, unauthorized access to or unauthorized disclosure of Personal Information as a result of a breach of security safeguards.

1.15 “Services” shall have the meaning set forth in the preamble and, for the avoidance of doubts, shall include the Training Services, BI Data, BI Datasets, Reports and Included Improvements.

2. GRANT OF LICENSE

2.1 To the Services. Subject to the terms and conditions of this Agreement, including the payment of applicable Fees, Gazelle.ai grants to Customer, for the Subscription Term, a non-exclusive, non-sublicensable, non-transferable, revocable right and license to access and use (and to allow its End Users to access and use) the Services. All rights not expressly granted hereunder are reserved by Gazelle.ai. Customer shall remain fully liable for the acts and omissions of any End Users. Neither Customer nor any of its End Users shall sell, transfer, sub-license, publish, disclose, or otherwise make available the Services, or copies thereof, to any third party without the prior written consent of Gazelle.ai, except as otherwise provided herein.

2.2 To Reports. The Services allow Customer to create reports, visuals and tables based on BI Datasets (each a “Report”). Gazelle.ai hereby grants Customer a perpetual, non-exclusive, non-sublicensable (except to End Users), non-transferable, limited license to access, use, print and download such Reports solely in accordance with this Agreement and for Customer’s legitimate business purposes.

3. ACCEPTABLE USE

3.1 The Customer agrees to use the Services for lawful purposes only. The Customer represents and warrants that it will not use (or allow the use of) the Services in any manner:

(a) that is prohibited by Applicable Laws and/or Gazelle.ai’s policies made available to Customer from time to time, including the terms of this Section 3;

(b) that will disrupt third parties’ use or enjoyment of the Services, including if its use results in automated, constant and repeated requests for data other than as permitted under this Agreement (e.g. denial-of-service attacks) and has a negative effect on Gazelle.ai or its systems or network (including abnormal usage that overloads servers on the Gazelle.ai network or causes portions of the Gazelle.ai network to be blocked);

(c) that uses the Services to create, transmit, distribute or store material that violates Intellectual Property, the privacy, publicity, or other personal rights of others, violate export control, impairs the privacy of communications, may be threatening, abusive or hateful, or constitutes or encourages conduct that would constitute a fraud or criminal offence or gives rise to civil liability;

(d) that results in (i) the sharing of identifiers and passwords among End Users or third parties and/or (ii) the distribution, disclosure or use of any of the Services in any format, to or by unauthorized third parties (i.e. other than End Users) or within End Users, including through any time-sharing service, service bureau, network or by any other means. For the avoidance of doubts, Gazelle.ai issues a unique set of login credentials for each End Users. Customer may not allow End Users to share these credentials and may not use a generic e-mail account as credentials for End Users. End Users must be employees of Customer, and may not be agent, consultants or third parties, which shall be responsible for entering into their own agreements with Gazelle.ai to use the Services;

(e) that involves using any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy or monitor the Services or any portion of the Services or Gazelle.ai data;

(f) that involves decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or ideas or algorithms of any of the Services underlying technology by any means whatsoever;

(g) that involves penetrating Gazelle.ai security, including, without limitation:

(i) by posting or transmitting any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features;

(ii) by interfering with the proper working of the Services;

(iii) by attempting to hack any security requirements or processes in the use of the Services;

(iv) by attempting to access any part of the Services (or any of their related systems, networks, servers or other equipment) which Customer is not authorized to access;

(v) by attempting to disrupt in any manner the operation of the Services, its servers or network;

(vi) by disobeying any requirements, procedures, policies or regulations of Gazelle.ai’s networks connected to the Services;

(vii) by manipulating identifiers in order to disguise the origin of any content transmitted on or to the Services, or the source of any content;

(viii) by modifying or altering the Services in any unauthorized manner.

(collectively, “Abuses”).

3.2 Customer agrees and acknowledges that encouraging, aiding, authorizing or attempting to breach Section 3.1 is deemed committing an Abuse. Customer agrees and acknowledges that a breach of this Section 3.1 by Customer or an End User is a material breach of this Agreement.

3.3 Notwithstanding anything to the contrary in this Agreement, if Gazelle.ai concludes, in its reasonable discretion, that an Abuse has occurred or that an Abuse is imminent, Gazelle.ai shall have the right to immediately suspend access to the Services (or part of) as reasonably necessary to protect its rights and interests. Gazelle.ai shall inform Customer in writing without undue delay of such suspension and provide details of the Abuse.

3.4 A breach of this Section 3 shall entitle Gazelle.ai to seek, in addition to any other rights and remedies hereunder or at law, injunctive or equitable relief, and such further relief as may be proper from a court of competent jurisdiction as set forth in this Agreement.

3.5 Customer authorizes Gazelle.ai to monitor and otherwise investigate Customer’s use of the Services, in order to ensure the security of the Services, verify compliance with this Agreement and make improvements to the Services.

4. SERVICES

4.1 Services. Subject to the terms and conditions of this Agreement, including the Order Form and the payment of applicable Fees, Gazelle.ai will provide the Services and make the Services available to Customer during the Subscription Term, including any Renewal Term.

4.2 Order Form; Change Order. The Order Form is approved (i) upon signature or acceptance of the Order Form in writing (including digital means) or (ii) upon Customer accessing the Services following the issuance of the Order Form. Order Form shall have precedence over this Master Services Agreement in case of a conflict between the Order Form and the terms of this Master Services Agreement.

4.3 Additional End Users. During the Subscription Term, Customer may add End User accounts through a change order to the Order Form (a “Change Order”) in which case each new End User account shall be paid for in proportion of the time remaining in the then-current Subscription Term. For instance, if Customer adds an End User to a Subscription Term of twelve (12) months, after six (6) months have been completed, then the Subscription Term for the additional End User shall be of six (6) months, and Customer shall pay for the Fees corresponding to six (6) months of Services for an End User, at the then-current rate. Upon renewal of the Subscription Term, all End Users shall be renewed for the Renewal Term, regardless of the date at which such End Users were added to the Subscription Term by Change Order. Change Orders are issued by Gazelle.ai and are approved by Customer upon signature or acceptance of the Change Order in writing by Customer (including by digital means). Change Order can also be used to modify an Order Form on a case-by-case basis, as required by Customer and accepted by Gazelle.ai.

4.4 Improvements. Gazelle.ai may, from time to time, develop Included Improvements as well as Excluded Improvements. Excluded Improvements can be added to an Order Form through a Change Order and may be subject to additional fees and terms and conditions. Excluded Improvements shall not include security patches and updates that are required for the Services to function substantially as described in the Order Form and in the Documentation. Gazelle.ai is available through the browsers and versions of such browsers described in the Documentation. For the avoidance of doubts, some browsers or older version of browsers may not be supported.

4.5 Third-Party Services. Customer agrees to comply with third party terms and conditions when using the Services, including those applicable to websites, sites and applications from third parties made available from time to time to Customer as part of our Services, including integration partners that may be available through third-party Application Programming Interface (APIs) and third-party networks available through real-time news features. Customer agrees and understands that (i) such third parties are not service providers of Gazelle.ai, (ii) Gazelle.ai is not responsible for these third parties, and (iii) Customer uses such third parties at its sole risks.

5. TRAINING SERVICES

5.1 The Services include the training services available through prerecorded webinars and tutorials (the “Training Services”). The Training Services are available online at http://support.gazelle.ai/en/ and are provided at no additional cost to Customer. Any additional Training Services, including Training Services which would be delivered using other means as agreed upon between the parties, are subject to an Order Form and additional Fees.

6. SUPPORT

6.1 Gazelle.ai provides technical support through email at support@gazelle.ai. Support requests that require follow-ups and maintenance work are classified per priority. Some requests may be addressed in subsequent releases of our Services, such as minor bug fixes and technical issues with reasonable workarounds. We respond to support requests available during office hours (8:30AM to 5PM ET), excluding statutory holidays in the province of Quebec, Canada.

7. INTELLECTUAL PROPERTY

7.1 Each party shall be the sole and exclusive owner of its Intellectual Property. Notwithstanding anything to the contrary, Gazelle.ai shall also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer or End Users to Gazelle.ai, so long as they are related to the Services (“Customer Suggestions”) and Customer hereby assigns to Gazelle.ai, without limitation of any kind, all of its rights, titles and interests therein, Gazelle.ai accepting such assignment. Notwithstanding the foregoing, Customer shall retain the irrevocable and perpetual right to use, exploit and implement Customer Suggestions in its own operations or other business initiatives, without further obligations or liability to Gazelle.ai.

8. CONFIDENTIAL INFORMATION

8.1 Exclusions. Confidential Information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.

8.2 Obligations. The Receiving Party shall (a) only use and disclose the Disclosing Party’s Confidential Information on a need-to-know and need-to-disclose basis pursuant to this Agreement, Applicable Laws and to defend its rights and interests; (b) protect the Disclosing Party’s Confidential Information with reasonable technical and organizational measures taken into consideration the risks and sensitivity of the Disclosing Party’s Confidential Information; (c) inform the Disclosing Party in case of a legal request to access the Disclosing Party’s Confidential Information prior to disclosing such Confidential Information, unless it is prevented to do so by Applicable Laws; (d) ensure that third parties to whom the Disclosing Party’s Confidential Information is disclosed is under an appropriate non-disclosure agreement or a similar obligation, such as attorney-client privilege and (e) upon the termination of this Agreement for any reason, securely delete the Confidential Information without undue delays, unless it is required to maintain a copy for business continuity or in accordance with Applicable Laws.

9. PERSONAL INFORMATION

9.1 Each party shall comply in all material respects with Applicable Laws regarding the collection, use and disclosure of Personal Information. If Customer is subject to the General Data Protection Regulation, Gazelle.ai’s Data Processing Addendum shall have precedence over this Section 9.1. Customer agrees and understands that the BI Data may include business contact information which may be considered Personal Information under Applicable Laws, and Customer is solely responsible for determining if the processing or collection of such Personal Information by Customer is lawful and appropriate under Applicable Laws or otherwise. Customer is solely responsible for ensuring that it has a lawful basis for the processing of the Personal Information, and any subsequent processing. Gazelle.ai does not make any representations or warranties that the Personal Information of individuals in the BI Data may be used for Customer’s intended purposes.

9.2 Customer agrees and understands that any e-mail address or electronic address available through the Services is for reference purposes (an “Electronic Address”). Gazelle.ai does not warrant or represent that any consent has been obtained for the use of such e-mail addresses by Customer. Customer represents and warrants that its use of such Electronic Addresses comply and will comply in all material respects with Applicable Laws, including, without limitation, the Canadian Anti-Spam Law and related regulations. If Customer is subject to the General Data Protection Regulation, Customer agrees and understands that Gazelle.ai’s Data Sharing Agreement is applicable for any Personal Information which is obtained by Customer through the use of the Services, including any data made available to Customer.

10. SECURITY BREACH

10.1 Gazelle.ai shall notify the Customer without undue delays upon Gazelle.ai becoming aware of a Security Breach, providing the Customer with sufficient information to allow the Customer to meet its obligations to report or inform an individual or the authorities (the “Security Breach Notification”). The Security Breach Notification shall minimally include (i) a description of the nature of the Security Breach, including, where possible, the categories and approximate number of individuals concerned, and the categories and approximate number of Customer Data records concerned; (ii) a description of the likely consequences of the Security Breach; and (iii) a description of the measures taken or proposed to be taken by Gazelle.ai to address the Security Breach, including, where appropriate, measures to mitigate possible adverse effects. To the extent that such information is not available at the time of the Security Breach Notice, Gazelle.ai shall follow up as the information becomes available, to complete its full disclosure of the Security Breach Notice without undue delay.

11. FEES, TAXES

11.1 Customer agrees to pay the applicable fees for the Services in accordance with the Order Form, along with any taxes which Gazelle.ai is required to apply to such fees based on Applicable Laws or the administration thereof (the “Fees”). Gazelle.ai may, in addition to any other right it has under this Agreement or at law, charge one and a half percent (1.5%) interest per month (eighteen percent (18%) per year) until payment in full is received by Gazelle.ai together with all interest accrued thereon to the date of payment. Credit card payments may be subject to certain other terms and conditions. Except as expressly provided for in this Agreement or in the Order Form, all Fees payable under this Agreement are non-refundable.

12. REPRESENTATIONS AND WARRANTIES

12.1 Mutual Representations and Warranties. Each party represents and warrants to the other that: (i) it has the full power and legal authority to enter into this Agreement and perform its obligations hereunder and the consent of a third party is not necessary for this Agreement to be binding on the parties; and (ii) each person signing this Agreement on behalf of an entity is duly authorized to bind such entity.

12.2 Customer’s Representations and Warranties. Customer represents and warrants that (a) it shall use the BI Data, BI Datasets and Reports in accordance with Applicable Laws, including those applicable to Personal Information; (b) that it will comply in all material respects with this Agreement.

13. DISCLAIMERS

13.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS SET FORTH IN THIS AGREEMENT, GAZELLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS", “AS AVAILABLE” AND “WHERE IS”. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED WITHOUT ANY REPRESENTATION AND/OR WARRANTY OF ANY KIND AND GAZELLE MAKES NO OTHER REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, STATUTORY, LEGAL OR OTHERWISE REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT, OUTPUTS OR DATA WHICH ARE DERIVED FROM OR RESULTS FROM THE USE OF THE SERVICES, AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE CUSTOMER HEREBY WAIVES ANY LEGAL WARRANTY EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT. GAZELLE DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

13.2 Disclaimer - Third Party Content. THE SUPPORTED THIRD-PARTY CONTENT PROVIDED THROUGH THE SERVICES IS PROVIDED "AS IS", “AS AVAILABLE” AND “WHERE IS”. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER SHALL NOT MAKE USE OF THE SERVICES, INTEGRATE OR OTHERWISE ASSOCIATE ANY CONTENT, DATA, SOFTWARE AND/OR SYSTEMS OWNED OR CONTROLLED BY A THIRD PARTY, EXCEPT IF SAME IS SPECIFICALLY AUTHORIZED BY THE THIRD PARTY HOLDING THE RIGHTS TO SUCH CONTENT, DATA, SOFTWARE AND/OR SYSTEMS.

13.3 Disclaimer - Customer Data. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GAZELLE.AI MAKES NO REPRESENTATION OR WARRANTY REGARDING THE COMPLETENESS, ACCURACY, VALIDITY, AUTHORIZATION FOR PROCESSING AND INTEGRITY OVER TIME AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN RELATION TO BI DATA, BI DATASETS, REPORTS AND USE OF THE G-SCORE, INCLUDING, WITHOUT LIMITATION, ANY DECISIONS RESULTING FROM THE FOREGOING.

13.4 Disclaimer - Account Credentials. CUSTOMER IS RESPONSIBLE FOR ENSURING THAT END USERS ARE KEEPING THEIR CREDENTIALS TO ACCESS THEIR ACCOUNTS CONFIDENTIAL AND SECURED, INCLUDING BY FOLLOWING INFORMATION SECURITY BEST PRACTICES REGARDING PASSWORDS. IF ACCOUNTS ARE COMPROMISED AS A RESULT OF END USERS’ NEGLIGENCE, GAZELLE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THIS NEGLIGENCE.

14. INDEMNIFICATION

14.1 Customer Indemnity. The Customer agrees to indemnify, and hold harmless Gazelle.ai, and its Affiliates and customers, and their respective directors, shareholders, employees, agents and representatives, successors and permitted assigns, harmless from and against any and all third party claims, suits, actions, proceedings, damages, costs, liabilities, losses, fines, penalties, and expenses resulting from allegations arising from a breach of Sections 2.1,3 and 9.

15. LIMITATION OF LIABILITY

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, EMPLOYEES, SUBCONTRACTORS OR AGENTS FOR ANY LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE PERFORMANCE OF THE SERVICES, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.

15.2 EXCEPT PURSUANT TO AN INDEMNIFICATION PROVISION OF SECTION 14, IN NO EVENT SHALL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, AGENTS, REPRESENTATIVES AND/OR LICENSORS, WHETHER ARISING BY STATUTE, CONTRACT TORT OR OTHERWISE, WILL EXCEED THE AMOUNTS PAID OR PAYABLE BY (AND NOT OTHERWISE REFUNDED TO) CUSTOMER TO GAZELLE UNDER THIS AGREEMENT FOR THE SERVICES WHICH FORM THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CLAIM.

16. TERM AND TERMINATION

16.1 Term. This Agreement shall enter into force on the Effective Date and continue in full force until ended by the parties in accordance with this Agreement (the “Term”).

16.2 Subscription Term. The Services shall begin at the date indicated in the Order Form and continue in full force until the end date indicated in Order Form (the “Subscription Term”). Each Subscription Term renews automatically for subsequent periods of twelve (12) months (each a “Renewal Term”) unless a party notifies the other party that it does not intend on renewing the then-current Subscription Term at least thirty (30) days before the end of the then-current Subscription Term. Customer shall send any notice of non-renewal at renewal@gazelle.ai. Gazelle.ai reserves its rights to increase the fees set forth in the Order Form prior for each renewal by sending a notice to Customer at least ninety (90) days before the end of the then-current Subscription Term.

16.3 Termination. Either party may terminate an Order Form for cause: (i) upon a thirty (30)-day prior written notice of a material breach of this Agreement to the other party, if such breach remains uncured at the expiration of such period; or (ii) immediately upon written notice, if the other party becomes the subject of a petition in bankruptcy or any other proceeding(s) relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Customer hereby waives articles 2125 and 2129 of the Civil Code of Quebec. Gazelle.ai may terminate this Agreement by providing the Customer with a ninety (90)-day prior written notice of termination. This Agreement terminates automatically if no Order Form is active for more than sixty (60) days, unless agreed otherwise in writing between the parties.

16.4 Effects of Termination.

(a) If an Order Form is terminated for cause as a result of Gazelle.ai’s fault, Gazelle.ai shall reimburse the Fees paid in advance for the Services that have not been performed after the termination date. Customer agrees and understands that the Fees are otherwise non-refundable. If an Order Form is terminated for cause as a result of Customer’s fault, Customer agrees and understands that all Fees due pursuant to the Order Form will be invoiced by Gazelle.ai and due upon the termination of the Order Form, and Customer agrees to pay for such Fees.

(b) If the Agreement is terminated for any reason, all Order Forms and Change Orders are automatically terminated.

(c) Upon termination of this Agreement, any accesses to End Users or Customer shall be permanently removed, and the following sections shall survive the Term:2.2, 7, 8, 9, 12, 13, 14, 15, 16.4, 17, 18 (including any related definitions).

17. DISPUTE RESOLUTION PROCEDURE

17.1 If any controversy or claim (a “Dispute”) arises during the Term concerning the interpretation of this Agreement or any part hereof, the parties will in good faith attempt to resolve such dispute promptly and in an amicable manner under the following informal dispute resolution procedure. If a dispute arises which is not resolved in the normal course to the satisfaction of all of the parties, then any party may provide the other parties with written notice of the existence of the Dispute (“Dispute Notice”). Representatives of the parties may meet within ten (10) business days after the date the Dispute Notice is received by the other party (in person or by way of telephone or other electronic means). The fact that the parties are attempting to resolve a Dispute pursuant to this Section 17 will not relieve either party of any of its obligations under this Agreement, and each party will continue to perform its obligations hereunder (including payment) while any such Dispute is being escalated, subject to any express terms in this Agreement to the contrary.

18. MISCELLANEOUS

18.1 No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

18.2 Neither party may use the other’s name, logo or other marks or issue any press release or make any public statement regarding this Agreement without the other party's written consent.

18.3 Gazelle.ai shall not be liable or in default for any delay or failure of performance resulting from a situation beyond its reasonable control, including, without limitation, acts of God, acts of a civil or military authority, ransomware attacks, denial-of-services, distributed-denial-of-services and zero day exploits (unless Gazelle.ai has been negligent), acts of a public enemy (including terrorism), war, fire, flood, storms, earthquakes and explosions, pandemics such as COVID-19 and related impacts (a “Force Majeure”). In the event of a Force Majeure, Gazelle.ai shall inform Customer of the situation without undue delay and keep Customer reasonably informed in the circumstances. If the Force Majeure continues beyond three (3) months, Customer may end this Agreement for cause.

18.4 The parties are independent contractors, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between them.

18.5 Except to an Affiliate in the context of a bona fide corporate reorganization, neither party may assign any part of this Agreement without the other's written consent, which may not be unreasonably withheld. Notwithstanding the foregoing, Gazelle.ai shall have the right to assign any of its rights and obligations under this Agreement, in whole or in part, as part of the sale of all or substantially all of its assets that relate to this Agreement.

18.6 This Agreement describes the entire understanding and agreement of the parties and supersedes all oral and written agreements or understandings between them related to its subject matter.

18.7 This Agreement, including its interpretation and effect, is governed by the laws applicable in the Province of Quebec, Canada, without regard to its conflict of law provisions. Both parties hereby agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Quebec, in respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement or the Service howsoever arising.

18.8 The parties acknowledge that they have required this Master Services Agreement and all related documents to be prepared in English only. Les parties reconnaissent avoir demandé que le présent contrat ainsi que tous les documents qui s'y rattachent soient rédigés uniquement en langue anglaise.

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