Last Updated: 06.12.2025

1. Acceptance of Terms

By accessing or using the services, software, or website (“Services”) of X5 Core (“Company,” “we,” “us,” or “our”), or by signing a proposal, statement of work, or engaging us for any project, you (“Client”) agree to be bound by these Terms and Conditions (the “Agreement”). If you do not agree with these terms, you must not use our Services. We reserve the right to modify these Terms at any time, and such changes will be effective upon posting on our website or upon notice to you. Your continued use of the Services after changes are posted constitutes acceptance of the revised Terms.

2. Services Offered

2.1 One-Time Services: We offer certain one-time or project-based services (e.g., system setups, audits, custom development). These are typically delivered upon completion of the specific project milestones or scope defined in a proposal or invoice. 2.2 Recurring Services: We also offer recurring services such as subscription-based access to software platforms (e.g., CRM access) or ongoing retainers (e.g., support, maintenance, marketing services). Recurring Services are provided on a periodic basis (e.g., monthly or annually) and will automatically renew for successive terms unless cancelled in accordance with this Agreement. 2.3 Scope and Changes: The scope of work for Services will be as described in a written proposal, statement of work (SOW), order form, or invoice. Any changes to the agreed scope or any request for additional services must be mutually agreed in writing. Changes outside the original scope may result in additional fees. We will inform you and seek approval before proceeding with out-of-scope work or billing extra time. 2.4 Subcontractors and Third-Party Providers: You acknowledge that we may perform the Services directly or through subcontractors, freelancers, or third-party service providers. Some of our services or deliverables might be white-labeled or outsourced solutions, while others are produced in-house. We remain responsible for coordinating and delivering the Services to you; however, the use of third-party providers is sometimes necessary to fulfill the project requirements. We will exercise due diligence in selecting and managing any subcontractors or third-party services, but (a) any third-party software, platforms, or tools provided as part of our Services may be subject to that third party’s own terms and conditions, and (b) we make no warranties on behalf of third-party products or services beyond what they explicitly provide.

3. Client Accounts and Access to Platforms

For certain Services, we may provide you with access to platforms, dashboards, software, or accounts (for example, a CRM system, analytics portal, or project management tool). In such cases:

Account Credentials: Any login credentials or access tokens we provide are for your internal use only. You must keep such credentials confidential and not share them with unauthorized persons. You are responsible for any activity that occurs under your accounts we manage or provide, whether by your employees, contractors, or agents. Notify us immediately of any unauthorized use or breach of security related to provided accounts.

Acceptable Use: You agree to use any software platforms or tools provided through our Services in compliance with all applicable laws and regulations. Prohibited uses include, but are not limited to: (a) sending unsolicited bulk emails or spam in violation of applicable laws (e.g., CAN-SPAM Act); (b) uploading or transmitting any malicious code, viruses, or harmful content; (c) using the platform to store or transmit infringing, libelous, or unlawful material; or (d) attempting to reverse engineer, copy, or create derivative works from the platform. We reserve the right to suspend or terminate access to any platform if we reasonably suspect misuse or illegal conduct by the Client.

Third-Party Terms: If access to third-party software or services is provided (including white-labeled software), you agree to comply with any end-user terms or license agreements of those services. For example, if we provide a white-labeled CRM (powered by a third-party software), you agree to abide by that platform’s acceptable use policies as well. Failure to comply may result in suspension of service and is considered a material breach of this Agreement.

Data and Backups: You are responsible for maintaining copies of any data or content you upload to any platform we provide. We do not warrant that data stored on our provided platforms will be retained after termination (see Term and Termination section below). We strongly recommend you export or back up your data regularly. We will handle your data in accordance with our Privacy Policy (available on our website) and will not access or disclose your data except as necessary to provide services or as required by law.

4. Fees, Invoicing, and Payment Terms

4.1 Fees: Fees for our Services will be detailed in the applicable order, proposal, or invoice. We may require upfront payment (such as a deposit) for one-time projects, with remaining balances due upon completion or at milestones. For recurring Services, fees are typically charged in advance on a monthly or annual subscription basis (as specified in the order). 4.2 Invoicing and Payment: All invoices are due and payable upon receipt, unless otherwise stated in writing. Payment shall be made in U.S. dollars, via the payment methods we support (e.g., credit card, ACH, or other). If we agree to a payment schedule or installments for a project, you must adhere to the dates specified. By making a payment on an invoice, you acknowledge that you are satisfied with, or have accepted, the products and services delivered up to that payment point. If you have a good-faith dispute about an invoice, you must notify us in writing within 10 days of the invoice date, specifying the nature of the dispute; otherwise, the invoice will be deemed accepted. 4.3 No Refunds: Except as required by law or expressly agreed by us in writing, all payments are non-refundable. This applies to both one-time project fees and recurring subscription charges. Once work on a project or service has commenced or access to a platform has been provided, the associated fees are earned. For recurring subscriptions, if you cancel mid-term, you will not receive a pro-rated refund for the remaining period (unless otherwise stated in a specific service agreement or required by applicable law). We invest time and resources immediately upon payment, and often deliver or initiate the service right away; thus refunds are generally not offered. 

4.4 Late Payments: If any payment is not received by the due date, we reserve the right to (a) suspend the Services (including disabling platforms or halting work) until payment is brought current, and/or (b) charge a late fee or interest on overdue amounts. Any late fee will be at most 1.5% of the outstanding amount per month (or the highest rate permitted by law, if lower) from the due date until paid. You will be responsible for any costs of collection we incur for overdue invoices, including reasonable attorneys’ fees and court costs. 

4.5 Recurring Payment Authorization: By signing up for a recurring Service, you authorize us to charge your provided payment method for the recurring fees on each renewal cycle (e.g., monthly or annually). If the payment method on file is declined or fails, we will notify you to update your payment information. Failure to update payment info may be treated as a late payment or a material breach leading to suspension. 4.6 Taxes: Our fees do not include any applicable sales, use, value-added, or similar taxes. You are responsible for any taxes or duties payable for the Services we provide to you (excluding taxes on our income). If we have the legal obligation to pay or collect taxes for which you are responsible, we will add those taxes to your invoice and you agree to pay them, unless you provide us with a valid tax exemption certificate.

5. Term and Termination

5.1 Term for One-Time Services: For one-time projects or Services, this Agreement is effective from the date you accept a proposal or invoice (or otherwise commence use of our Services) and continues until the project is completed and paid for, unless earlier terminated in accordance with this section. 5.2 Term for Recurring Services: Recurring subscription Services commence on the start date indicated in the order or at the time of signup and will automatically renew for successive periods (e.g., on a month-to-month basis for monthly plans) until canceled by either party with proper notice. 5.3 Termination by Client: You may terminate a recurring Service by providing us with at least 30 days’ written notice of cancellation prior to your next billing date. 

For example, if you are billed monthly and wish to stop at the end of June, you should provide notice by the end of May. Notice of termination should be sent to us via email at our official support or billing email address, or via any termination feature in our online account portal if available. We may instruct you on specific procedures for certain services. In the case of one-time projects, you may terminate the project early by written notice, but you will be responsible for payment of any work already performed and any non-cancellable expenses we have incurred up to the termination date. 5.4 Termination by Company: We reserve the right to terminate this Agreement or any Service (i) for convenience by providing you at least 30 days’ notice (for recurring services), or (ii) immediately if you breach any material provision of this Agreement and fail to cure the breach within 10 days after we provide notice of the breach. Additionally, we may immediately suspend or terminate Services without liability if we are required to do so to comply with law or if continuing the Services could subject us to legal liability or sanctions. 5.5 Effect of Termination: Upon termination or expiration of Services for any reason:

a. Payment Obligations: You agree to pay for all Services rendered and expenses incurred up to the effective date of termination. For recurring services, if you terminate without the required notice, you are still responsible for the next billing cycle’s fees (which may be treated as a final cancellation fee) in lieu of adequate notice. We may, at our discretion, offset any prepaid amounts for unused services against any amounts due.

b. Cessation of Services: We will cease performing the Services. For software or platform subscriptions, your access will be disabled at the end of the paid term or the termination effective date. We have no obligation to retain your data or content thereafter, so please ensure you have exported or backed up your data before the service ends. We may delete your data from our systems 30 days after termination, except where retention is required by law or contract.

c. Reversal of Deliverables: If a one-time project is terminated early, we will deliver to you any work product completed up to termination that you have paid for. If there are any deliverables (like websites, code, content) that remain unpaid, we may withhold transfer of those deliverables until full payment is made, or we may condition the release on a separately negotiated arrangement.

d. Third-Party Services Removal: If our Services included integration of third-party tools, plugins, licenses, or other components on your systems (for example, licensed software, themes, or plugins on a website), we may remove or deactivate those components upon termination. You acknowledge that cancellation of certain services (such as SEO, hosting, or marketing campaigns) or removal of licensed components may negatively affect your systems, rankings, or business operations, and we are not liable for any such effects resulting from termination.

e. Survival: Any provisions of this Agreement which by their nature should survive termination (such as payment obligations, intellectual property rights, confidentiality, indemnification, limitations of liability, dispute resolution, and other applicable provisions) shall survive termination.

6. Intellectual Property Rights

6.1 Client Materials: As the Client, you retain ownership of all materials and information you provide to us in the course of our engagement (“Client Materials”), including but not limited to your logos, graphics, trademarks, documents, data, and any of your proprietary content. You grant us a limited, non-exclusive license to use, reproduce, and modify the Client Materials solely for the purpose of providing the Services to you. You represent and warrant that you have all necessary rights and permissions to grant us this license and that our use of Client Materials as permitted will not infringe or violate the rights of any third party. 6.2 Deliverables and Work Product: For one-time project deliverables (e.g., a completed website, automation scripts, funnel design, or report) that are specifically prepared for you and fully paid for, and which do not include any Company proprietary components (as defined below), we grant you a perpetual, worldwide, royalty-free license to use, reproduce, display, and create derivative works from those deliverables for your own internal business purposes. In some cases, the agreement or SOW may specify that certain deliverables are assigned to you upon full payment – any such assignment of intellectual property rights will be explicitly stated. By default, deliverables are licensed to you, not sold or assigned, and all intellectual property rights not expressly granted to you are reserved by the Company. 6.3 Company Pre-Existing IP and Tools: You acknowledge that we have and will develop or utilize certain proprietary methodologies, know-how, templates, software, algorithms, frameworks, libraries, and tools (“Company IP”) in the course of delivering Services. This includes any general knowledge, skills, experience, ideas, concepts, or techniques which we acquire or refine during the performance of Services. We retain all rights, title, and interest in and to the Company IP (including improvements or extensions of Company IP that may arise during the project), and we do not assign this to the Client. To the extent Company IP is incorporated in any deliverable, we grant you a non-exclusive, non-transferable license to use that Company IP only as part of the deliverable and for your internal use. You may not separate, extract, or reuse our Company IP outside of its intended use with the deliverable. 6.4 Right to Reuse IP: The Company shall retain the right to reuse any ideas, concepts, techniques, know-how or generic skills that are used or developed in the course of providing Services, so long as such reuse does not disclose or utilize the Client’s confidential information. This means we may perform similar services for other clients and develop or use similar tools or components, provided we do not use your specific confidential business information or trademarked content in doing so. 6.5 Third-Party Materials: If any third-party copyrighted materials, software, or open-source components are included in the deliverables or used in providing the Services, those materials are owned by the respective third parties. We will either sublicense them to you or use them under license. Your rights to use third-party materials will be governed by the respective license terms of those materials, and we will inform you of any such terms that impact your usage. For example, if we deploy a third-party plugin or an open-source library as part of a solution, your use of it may be subject to the GPL or the vendor’s license agreement. 6.6 Restrictions: Unless otherwise expressly permitted by this Agreement or with our written consent, you shall not: (a) reproduce, distribute, modify, or create derivative works from our Company IP or any portion of the Services or deliverables not owned by you; (b) remove or alter any copyright, trademark, or proprietary notices on deliverables or materials provided by us; (c) reverse engineer, decompile, or attempt to derive the source code of any software or platform provided by us (except to the extent allowed by law for interoperability, in which case you must first request needed information from us). Furthermore, you may not transfer, sublicense, or make available any deliverables or licensed materials to any third party (other than your end-users in the normal course of your business) without our consent. Any unauthorized use of our intellectual property or breach of the licenses granted may result in termination of your license and Services, and we reserve the right to pursue legal remedies in such event.

7. Confidentiality

7.1 Definition: “Confidential Information” means any non-public information that one party (the “Disclosing Party”) provides to the other party (the “Receiving Party”) in connection with the Services that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the context of disclosure. Confidential Information includes, without limitation: business plans, strategies, financial information, client or customer data, technical information, software (in object or source code), algorithms, trade secrets, and any other information that is not generally known to the public. 

Our Confidential Information includes the terms of this engagement (including pricing) and our methodologies and proprietary tools; your Confidential Information includes your customer lists, marketing data, and any non-public information you provide us about your business. 7.2 Obligations: The Receiving Party agrees to use the Disclosing Party’s Confidential Information only for purposes of fulfilling its obligations under this Agreement and not for any other purpose. The Receiving Party will not disclose or permit access to the Disclosing Party’s Confidential Information to any third party, except to its own employees or contractors who need to know such information for the purpose of the Services and are bound by confidentiality obligations at least as protective as these terms. The Receiving Party will protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information of similar importance, and at least a reasonable standard of care. 7.3 Exceptions: Confidential Information does not include any information that: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) was already known to the Receiving Party prior to disclosure by the Disclosing Party without any obligation of confidentiality; (c) is lawfully disclosed to the Receiving Party by a third party who is not under an obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information. 7.4 Required Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information of the Disclosing Party, it will (if legally permissible) give prompt written notice to the Disclosing Party and cooperate with any efforts to limit or contest the disclosure. Any disclosure so required will not be deemed a breach of this Agreement. 7.5 Return or Destruction: Upon termination of the Services or upon the Disclosing Party’s request, the Receiving Party will return or destroy (at the Disclosing Party’s choice) all tangible materials embodying the Disclosing Party’s Confidential Information and erase or securely delete any electronic copies, except that the Receiving Party may retain one archival copy for legal/regulatory purposes or as automatically stored in back-ups (provided any retained information remains confidential). 7.6 Non-Disparagement and Reference: Each party agrees not to divulge or disclose the existence or content of any dispute or investigation related to the other party’s Confidential Information to any third party or public forum. Client also agrees not to post any Confidential Information of Company or details of our engagement in any public reviews or forums. Notwithstanding the foregoing, we may reference our work for you (excluding any of your sensitive Confidential Information) in our portfolio or marketing materials, unless you explicitly request in writing that we not do so. Testimonials or case studies involving your identity will only be used with your consent.

8. Representations and Warranties

8.1 By Company: We represent and warrant that we have the right and authority to enter into this Agreement and to perform the Services as described. We will perform the Services in a professional and workmanlike manner, with reasonable care, skill, and diligence, consistent with industry standards. However, except for the foregoing express warranty, the Services and all deliverables are provided “AS IS” and without any further warranty. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or results to be achieved. We do not guarantee that any specific results will be achieved through the Services (for example, we do not guarantee any particular improvement in sales, rankings, or performance metrics from marketing or automation Services), and you acknowledge that any statements about potential outcomes are estimates only. We do not warrant that any software or automations provided will be uninterrupted or error-free, though we will use reasonable efforts to ensure reliability. 8.2 By Client: You represent and warrant that: (a) you have the right and authority to enter into this Agreement and to grant any rights given to us (such as licenses to use Client Materials); (b) any information, data, or materials you provide to us (including Client Materials, contact lists for campaigns, logos, copy, images, etc.) are accurate and owned by you (or you have permission to use them) and their use by us for the Services will not infringe or violate the rights of any third party; (c) you will use any deliverables or platforms we provide in accordance with this Agreement and for lawful purposes only, and you will not use them to violate any applicable law or regulation (including data protection laws, anti-spam regulations, intellectual property laws, etc.); (d) if your use of the Services requires compliance with specific regulations (for example, HIPAA for medical data, or GDPR for EU personal data), you will notify us so we can discuss an appropriate plan—absent an explicit written commitment from us, our Services are not intended to handle regulated sensitive data; and (e) you will cooperate with us and provide promptly all information, resources, and decisions reasonably required for us to perform the Services. Any delays in providing required information or approvals may result in adjusted timelines, and we will not be liable for any impact on delivery or results due to such Client delays.

9. Limitation of Liability

9.1 Indirect Damages: To the fullest extent permitted by law, neither party will be liable to the other for any indirect, special, incidental, consequential, or punitive damages, or for any loss of profits, revenue, data, business opportunities, goodwill, or anticipated savings, arising out of or related to this Agreement or the Services, even if advised of the possibility of such damages. This limitation applies to all causes of action, whether in contract, tort (including negligence), strict liability, or any other theory. 9.2 Cap on Liability: Except for the indemnity obligations outlined in Section 10 and breaches of confidentiality or intellectual property by you, each party’s total aggregate liability under this Agreement is limited to the total fees paid by you to the Company in the twelve (12) months immediately preceding the event giving rise to the claim. 

For a one-time project, if the claim arises after project completion, our total liability will not exceed the amount paid by you for that project. The existence of multiple claims will not enlarge this limit. 9.3 Exceptions: The limitations in this section do not apply to: (a) your obligation to pay fees owed; (b) your liability for misuse of our intellectual property or breach of confidentiality; and (c) damages resulting from a party’s fraud or intentional misconduct. We do not limit liability for personal injury or property damage caused by our gross negligence or willful wrongdoing to the extent such limitation is not permitted by law. 9.4 Acknowledgement: Both parties acknowledge that the fees set forth in this Agreement reflect the allocation of risk between the parties and that, in the absence of these limitations of liability, the terms of this Agreement (including fees) would be significantly different. You specifically acknowledge and agree that we cannot control the behavior of third-party platforms (search engines, social media, software systems) or customer behavior, and therefore we shall not be liable for changes in third-party policies or algorithms that impact your business, nor for events outside our reasonable control.

10. Indemnification

10.1 Indemnification by Client: You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, contractors, and agents (collectively, the “Company Parties”) from and against any and all third-party claims, demands, suits, or proceedings (“Claims”) and all related liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (a) your breach of any term, representation, or warranty in this Agreement; (b) your use of the Services or deliverables in violation of applicable law or any third-party rights; (c) any content or materials you provide to us (including Client Materials, data, or instructions) that infringe or violate any intellectual property, privacy, or other rights of any third party; or (d) your misuse of any platform or Service. This indemnity includes, for example, claims by third parties (such as your customers or email recipients) alleging that you failed to comply with marketing or privacy laws, or claims that material you asked us to use was defamatory or infringing. You agree that we shall have the right to approve any counsel defending a Claim against us, and to participate in the defense and settlement of the Claim. You may not settle any Claim against the Company Parties without our prior written consent, unless the settlement unconditionally releases us of all liability and does not require any admission of fault or payment by us. 10.2 Indemnification by Company: Subject to the limitations of liability above, we will indemnify and hold you harmless from third-party Claims (and associated damages and costs) alleging that the specific deliverables created by us and provided to you infringe a U.S. patent, copyright, or trademark of a third party, provided that such deliverables were created entirely by us and not directed by or composed of materials provided by you. This indemnity will not apply if the claim arises from (i) any Client Materials or specifications provided by you; (ii) use of a deliverable in combination with other products or services not provided by us (including your misuse of a platform or modification of code); or (iii) your failure to use corrections or modifications provided by us to avoid infringement. If any deliverable is held or believed by us to infringe third-party IP, we may, at our option, attempt to (a) modify it to be non-infringing, (b) obtain a license for your continued use of it, or (c) if those are not feasible, accept its return and refund to you the fee attributable to that deliverable, terminating any related licenses. This Section 10.2 states our entire obligation and your exclusive remedy with respect to any IP infringement claims. 10.3 Procedure: The indemnified party (whether Company or Client) shall promptly notify the indemnifying party of any Claim in writing; however, failure to promptly notify will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by the delay. The indemnifying party shall assume control of the defense of the Claim with counsel reasonably satisfactory to the indemnified party. The indemnified party shall cooperate as reasonably required, at the indemnifying party’s expense. The indemnified party may join in the defense with its own counsel at its own expense, and if the indemnifying party fails to vigorously defend, the indemnified party’s counsel may take control at the cost of the indemnifying party.

11. Dispute Resolution and Arbitration

11.1 Good Faith Negotiations: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, the parties agree to first attempt to resolve the issue informally through a good-faith discussion between the parties’ senior management. Either party may initiate this process by providing written notice to the other party describing the dispute and requesting a meeting or conference call to discuss resolution. 11.2 Binding Arbitration: If a dispute is not resolved within 30 days of such notice of dispute, either party may submit the dispute to final and binding arbitration. Both the Client and the Company agree that any dispute or claim (except those expressly excluded below) shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, to be mutually agreed upon or, if not agreed, appointed by the AAA. The arbitration may be conducted in person in Hillsborough County, FL or another mutually agreed location. At the arbitrator’s discretion, and with the parties’ agreement, proceedings may be conducted remotely via videoconference. The language of arbitration shall be English. The arbitrator’s award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. 11.3 Class Action Waiver: The parties agree that all claims will be brought solely in each party’s individual capacity, and not on a class, collective, or representative basis. This means that you may not bring a claim against us as a plaintiff or class member in a class, mass, consolidated, or representative action, and the arbitrator shall have no authority to conduct any form of class or collective arbitration. 

Each party expressly waives the right to a trial by jury or to participate in a class action for any dispute under this Agreement. 11.4 Exceptions: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of proper jurisdiction to prevent actual or threatened misuse of its confidential information or intellectual property, without first engaging in arbitration. Also, if the dispute is one that by law is not subject to mandatory arbitration (for example, certain claims that fall under consumer protection statutes that explicitly allow court actions notwithstanding an arbitration clause, if applicable), then such claim may be brought in court. However, any monetary claims or contract disputes will be arbitrated as agreed above. 11.5 Attorneys’ Fees: In any arbitration or court action arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party, in addition to any other relief awarded. The arbitrator may include such fees and costs in the award, or if not, a court may award fees post-arbitration. 11.6 Governing Law: This Agreement and any dispute arising from it shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict of law principles. The arbitrator shall apply the substantive law of the stated state (excluding conflict rules). If a matter proceeds in court (e.g., for injunctive relief or enforcement of an arbitration award), the exclusive jurisdiction and venue shall be the state or federal courts located in Hillsborough County, FL, and each party consents to the personal jurisdiction of such courts.

12. Miscellaneous Provisions

12.1 Entire Agreement: This Agreement (together with any proposal, SOW, or addenda explicitly incorporated by reference) constitutes the entire agreement between you and X5 Core with respect to the subject matter and supersedes all prior or contemporaneous communications and understandings, whether written or oral, relating to that subject matter. In the event of a conflict between these Terms and any specific SOW or written contract signed by both parties, the specific SOW/contract shall control for that Service, but all other provisions of these Terms not in conflict will still apply. 12.2 Amendments: No modification or amendment to this Agreement will be binding unless in writing and signed by an authorized representative of each party, or (if initiated by Company) posted by us in an updated version of these Terms as described in Section 1 (Acceptance of Terms). The parties can mutually agree in writing (including via email or e-signature) to modify the scope of Services, fees, or other specific terms; any such agreed changes shall be deemed incorporated herein by reference. 12.3 Assignment: You may not assign or transfer this Agreement or any of your rights or obligations hereunder without our prior written consent, and any attempt to do so without consent will be null and void. We may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets related to this Agreement. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 12.4 No Waiver: The failure of either party to enforce any provision of this Agreement or to exercise any right or remedy shall not be construed as a present or future waiver of such provision, nor in any way affect that party’s right to enforce each provision thereafter. An express waiver by a party of any provision, condition, or requirement of this Agreement shall not be a waiver of any future obligation to comply with such provision, condition, or requirement. 12.5 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by an arbitrator or a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible to reflect the parties’ intent, or if incapable of such enforcement, shall be deemed severed from this Agreement. The remaining provisions of the Agreement shall remain in full force and effect and enforceable. 12.6 Force Majeure: Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) due to causes beyond its reasonable control, such as natural disasters, acts of government, war, civil unrest, acts of terror, pandemic, labor stoppages, internet or utility failures, or other force majeure events. In the event of such a delay, the affected party shall give notice to the other party and use commercially reasonable efforts to resume performance as soon as possible. 12.7 Independent Contractors: The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Neither party has the authority to bind or act on behalf of the other in any way without express written consent. 12.8 Notices: Official notices under this Agreement shall be in writing and delivered to the addresses specified by the parties (either in a signed SOW or the contact information on record). Notices shall be deemed given (a) when delivered by hand or confirmed courier, (b) when delivered by certified mail (return receipt requested) to the appropriate address, or (c) when delivered by email with confirmed receipt or reply from the recipient (auto-reply does not suffice). Our notice address for written notices is: X5 Core, Tampa, FL, and email: [email protected]. You are responsible for providing us with your up-to-date contact information for notice purposes. 12.9 Indemnity and Remedies Acknowledgment: You acknowledge that any breach of sections related to intellectual property or confidentiality may cause irreparable harm to the Company for which monetary damages would be inadequate. In addition to other remedies, we shall be entitled to seek injunctive relief to enforce those sections without the need to post a bond. The rights and remedies of each party under this Agreement are cumulative and not exclusive of any other rights or remedies provided by law. 12.10 Headings and Interpretation: Section headings are for convenience only and shall not affect the interpretation of this Agreement. Terms like “including” or “for example” shall be interpreted as illustrative and not limiting. Any ambiguity in this Agreement shall not be interpreted against the drafter solely by virtue of having drafted it. 12.11 Optional Schedules/Exhibits: Certain services may be subject to additional terms in a service-specific schedule or exhibit (for instance, if we provide certain licensed software or handling of personal data, additional terms may apply). Any such schedules, when agreed to by both parties (or when you opt-in by using that service), are hereby incorporated into this Agreement by reference.