Legal

Software as a Service Agreement

Last updated: July 20, 2026

This Software as a Service Agreement (this "Agreement"), effective as of the earliest of the date You clicked Your acceptance, accessed https://staffiva.com (the "Website"), or You received the Invoice (the "Effective Date"), is by and between Staffiva, LLC, a Delaware limited liability company ("Staffiva," "Provider," "Company," "we," "us," or "our") and You (hereafter, "You," "Your," or "Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, ACCESSING THE WEBSITE, OR BY RECEIVING AN INVOICE THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT, OUR PRIVACY POLICY (AVAILABLE AT /privacy), AND THE WEBSITE TERMS OF USE (AVAILABLE AT /terms). 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 SUCH ENTITY TO THIS AGREEMENT, and in such case, the terms "You" or "Your" or "Customer" shall refer to such entity. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use the Services.

The Services are offered and available only to Customers and Authorized Users who are located in the United States and who are eighteen (18) years of age or older. By accepting this Agreement, You represent and warrant that You are of legal age to form a binding contract, that You are located in the United States, and that all registration information You submit is accurate and truthful.

1. Definitions

(a) "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) "AI Agents" means the automated, artificial-intelligence and machine-learning agents made available as part of the Services, including the agents marketed as Scribe (which creates and, where enabled by the Customer, publishes content), Scout (which discovers potential leads), and Herald (which drafts and, where enabled by the Customer, sends responses to inbound engagement), together with any successor, renamed, or additional agents Provider may make available from time to time.

(c) "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(d) "Connected Accounts" means the Customer's own third-party accounts, profiles, pages, stores, or properties that the Customer links to the Services (for example, X, LinkedIn, Facebook, Instagram, Threads, WordPress or WordPress.com, Shopify, and Google) so that the Services may create, schedule, publish, message, or read data on the Customer's behalf.

(e) "Customer Content" means content, data, brand materials, website content, credentials, access tokens, and information, in any form or medium, that is submitted, posted, or otherwise transmitted or made available to or through the Services by or on behalf of Customer or an Authorized User. "Customer Data" is used as a synonym for Customer Content where the context concerns ownership of, and rights in, Customer's data. For the avoidance of doubt, Generated Content is NOT Customer Content or Customer Data.

(f) "Data Breach" means any act or omission that materially compromises the security, confidentiality, or integrity of Personal Information or the physical, technical, administrative, or organizational safeguards put in place by Provider, or by any Authorized User, that relate to the protection of the security, confidentiality, availability, or integrity of Personal Information.

(g) "Documentation" means Provider's user manuals, handbooks, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form.

(h) "Generated Content" means any content produced, generated, or suggested by the Services' artificial-intelligence and machine-learning features and AI Agents, including without limitation text, captions, social posts, articles, images, video, audio and voiceover, comments, replies, direct messages, leads, signals, analyses, estimates, and suggestions. Generated Content is produced by automated systems and is provided to Customer for Customer's review, editing, and approval.

(i) "Invoice" means the ordering documents, order confirmation, subscription confirmation, or invoice for Your purchase of the Services described herein, including addenda thereto, that is presented to You electronically at the time You create an account, select or change a subscription plan, or purchase a credit pack or other paid feature on our platform. Invoices shall be deemed incorporated herein by reference.

(j) "Personal Information" means information that an Authorized User provides or for which an Authorized User provides access to Provider, or information which Provider creates or obtains on behalf of an Authorized User in accordance with this Agreement, that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify or authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, biometric, genetic, health, or health insurance data, answers to security questions, an individual's internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual's commercial, employment, or education history, and other personal characteristics and identifiers). An Authorized User's business contact information is not by itself Personal Information.

(k) "Provider IP" means the Services, the AI Agents, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, models, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Content or Customer Data.

(l) "Services" means access to and use of Provider's AI-powered marketing and social-media management platform made available at https://staffiva.com, including its AI Agents and related features. The Services help small businesses create, schedule, and publish marketing content and manage their social-media presence. Among other things, the AI Agents generate platform-tailored social posts, images, short-form video, and long-form articles; can publish, schedule, and cross-post that content to the Customer's Connected Accounts; discover potential sales leads from publicly available third-party content; draft and (where enabled by the Customer) send replies, comments, and direct messages in response to inbound engagement on Connected Accounts; and provide marketing analytics and reporting drawn from Connected Accounts and third-party data sources. The Services rely on and transmit data to third-party AI providers and Third-Party Platforms, and the availability of any particular integration or feature depends on the Customer maintaining the relevant Connected Account and on the applicable third party's continued availability and terms.

(m) "Third-Party Platforms" means the third-party services with which the Services integrate or to which the Services transmit data, including the social, publishing, commerce, analytics, payment, and artificial-intelligence providers referenced in this Agreement and in Provider's Privacy Policy, such as X (formerly Twitter), Meta (Facebook, Instagram, and Threads), LinkedIn, Google, Shopify, WordPress.com and Automattic, Stripe, and the AI and data providers OpenAI, Google, xAI, and DataForSEO.

(n) "Third-Party Products" means any third-party products provided with or incorporated into the Services, including Stripe, which is used for payment processing services. Payment processing is provided by Stripe and is subject to the Stripe Services Agreement (Stripe's Terms of Service) and Stripe's Privacy Policy (collectively, the "Stripe Terms"). By agreeing to this Agreement or continuing to operate as an Authorized User, You agree to be bound by the Stripe Terms, as the same may be modified by Stripe from time to time. As a condition of Provider enabling payment processing services (including subscription and credit-pack billing) through Stripe, You agree to provide Provider accurate and complete information about You and Your business, and You authorize Provider to share it and transaction information related to Your use of the payment processing services provided by Stripe.

2. Access and Use

(a) Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants to Customer a non-exclusive, non-transferable (except in compliance with Section 14(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use and benefit only. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation, or any Generated Content, in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (vi) use the Services in any manner that violates the terms, policies, or developer or platform rules of any Third-Party Platform, including any automation, spam, or authenticity rules.

(d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider, or any Third-Party Platform, has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 7(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Content input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

3. Customer Responsibilities

(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.

(b) Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions as referenced in Section 1(n). If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

(c) Customer Content. Customer is solely responsible for the Customer Content it submits to or makes available through the Services, including its accuracy, quality, legality, and Customer's right to use it. Customer represents and warrants that it owns or otherwise has and will have all necessary rights, consents, and permissions in and relating to the Customer Content so that, as received by Provider and processed in accordance with this Agreement (including transmission to third-party AI providers and Third-Party Platforms as necessary to provide the Services), the Customer Content does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party, or violate any applicable law.

(d) Credentials and Account Security. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. Customer shall notify Provider promptly of any unauthorized use of its account or any other breach of security of which it becomes aware.

4. AI Agents and Generated Content

(a) Nature of Generated Content. Customer acknowledges and agrees that the AI Agents and other artificial-intelligence and machine-learning features of the Services produce Generated Content by automated means, without human authorship or review by Provider, based on Customer Content, prompts, and third-party data. Generated Content is probabilistic and is generated on a best-efforts, automated basis. The same or similar prompts and inputs may produce different Generated Content for Customer and for other customers.

(b) NO WARRANTY FOR GENERATED CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER ACKNOWLEDGES AND AGREES THAT GENERATED CONTENT MAY BE INACCURATE, INCOMPLETE, OFFENSIVE, BIASED, MISLEADING, OUT-OF-DATE, OR MAY UNINTENTIONALLY RESEMBLE, REPRODUCE, OR INFRINGE THIRD-PARTY MATERIALS. WITHOUT LIMITATION, GENERATED IMAGES, VIDEO, AND AUDIO OR VOICEOVER MAY DEPICT, RESEMBLE, OR EVOKE REAL PERSONS, VOICES, LIKENESSES, TRADEMARKS, LOGOS, OR COPYRIGHTED WORKS, AND CUSTOMER IS SOLELY RESPONSIBLE FOR CLEARING ALL NECESSARY RIGHTS, INCLUDING RIGHTS OF PUBLICITY AND PERSONA, BEFORE USING THEM. GENERATED CONTENT IS PROVIDED "AS IS" AND SOLELY FOR CUSTOMER'S REVIEW. PROVIDER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AS TO THE ACCURACY, QUALITY, RELIABILITY, ORIGINALITY, NON-INFRINGEMENT, LEGALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY GENERATED CONTENT, AND PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR ANY GENERATED CONTENT OR FOR ANY USE OF, OR RELIANCE ON, ANY GENERATED CONTENT BY CUSTOMER OR ANY THIRD PARTY.

(c) Customer Review and Approval. Customer is solely responsible for reviewing, editing, and approving all Generated Content before it is published, sent, or otherwise relied upon, and for ensuring that all Generated Content it publishes, sends, or uses is accurate, lawful, non-infringing, and compliant with all applicable Third-Party Platform rules and all applicable laws, including without limitation advertising, endorsement and disclosure (including U.S. Federal Trade Commission guidelines), intellectual-property, consumer-protection, anti-spam (including the CAN-SPAM Act), and telemarketing (including the Telephone Consumer Protection Act, or "TCPA") laws. Customer assumes all responsibility and risk for its decision to use, publish, send, or rely upon any Generated Content.

(d) Automated Publishing and Autonomy Modes. Customer acknowledges that the Services can publish, schedule, cross-post, comment, reply, and send direct messages automatically on Customer's behalf through Customer's Connected Accounts, including — if and only if the Customer enables an automatic or "auto" mode, or turns off human review — without prior human review. Customer expressly authorizes Provider and the AI Agents to take these actions on its behalf, acknowledges that Customer controls these settings and the level of autonomy at which the Services operate, and TO THE FULLEST EXTENT PERMITTED BY LAW ASSUMES ALL RESPONSIBILITY AND RISK FOR ALL CONTENT AND ACTIONS PUBLISHED, SENT, OR OTHERWISE TAKEN THROUGH ITS CONNECTED ACCOUNTS, WHETHER OR NOT SUCH CONTENT OR ACTION WAS REVIEWED OR APPROVED BY A HUMAN.

(e) Lead Discovery. Customer acknowledges that leads, signals, and prospects surfaced by the Services (including by the Scout AI Agent) are derived from publicly available third-party sources, may be inaccurate, incomplete, or out-of-date, and are provided for informational purposes only. Customer is solely responsible for how it uses such leads and signals, including all outreach and communications, and for compliance with all applicable laws and Third-Party Platform rules governing such outreach, including without limitation anti-spam laws, the TCPA, platform direct-message and messaging rules, and privacy laws.

(f) NO PERFORMANCE OR RESULTS GUARANTEE. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER DOES NOT WARRANT OR GUARANTEE ANY MARKETING, BUSINESS, OR OTHER OUTCOME FROM CUSTOMER'S USE OF THE SERVICES OR GENERATED CONTENT, INCLUDING WITHOUT LIMITATION ANY LEVEL OF REACH, IMPRESSIONS, ENGAGEMENT, FOLLOWERS, LEADS, CONVERSIONS, SALES, SEARCH RANKINGS, ARTIFICIAL-INTELLIGENCE OR AI-ANSWER VISIBILITY, OR REVENUE. ANALYTICS, ESTIMATES, SCORES, TIERS, AUDITS, AND REPORTS PROVIDED THROUGH THE SERVICES ARE INFORMATIONAL ONLY, MAY BE MODELED OR ESTIMATED RATHER THAN VERIFIED, AND SHOULD NOT BE RELIED UPON AS ASSURANCES OF ANY RESULT.

5. Connected Accounts and Third-Party Platforms

(a) Authorization to Act. By linking a Connected Account to the Services, Customer authorizes Provider and the AI Agents to access that Connected Account and to create, schedule, publish, cross-post, comment, reply, send messages, and read data on Customer's behalf through that Connected Account, in accordance with the settings Customer configures. Customer represents and warrants that it owns or is authorized to use and connect each Connected Account and that it has all rights and permissions necessary to authorize the actions the Services take on it. Customer remains responsible for each Connected Account and for its compliance with the applicable Third-Party Platform's terms.

(b) NO LIABILITY FOR THIRD-PARTY PLATFORM ACTS. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR: (i) ANY ACT, OMISSION, OUTAGE, INTERRUPTION, API CHANGE, RATE LIMIT, POLICY CHANGE, DEPRECATION, OR DISCONTINUATION BY ANY THIRD-PARTY PLATFORM; (ii) ANY SUSPENSION, RESTRICTION, THROTTLING, SHADOW-BANNING, REMOVAL, LOSS, DISABLING, OR TERMINATION OF CUSTOMER'S CONNECTED ACCOUNTS OR OF ANY CONTENT ON THEM BY A THIRD-PARTY PLATFORM; (iii) ANY REPUTATIONAL HARM, LOST FOLLOWERS, LOST ENGAGEMENT, LOST REVENUE, OR OTHER CONSEQUENCE ARISING FROM CONTENT POSTED, MESSAGES SENT, OR ACTIONS TAKEN THROUGH THE CONNECTED ACCOUNTS; OR (iv) CUSTOMER'S FAILURE TO COMPLY WITH ANY THIRD-PARTY PLATFORM'S TERMS. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH ANY THIRD-PARTY PLATFORM IS TO STOP USING THAT THIRD-PARTY PLATFORM AND, WHERE APPLICABLE, TO DISCONNECT THE RELEVANT CONNECTED ACCOUNT.

(c) Customer Compliance with Third-Party Platform Terms. Customer represents, warrants, and covenants that it will comply with, and that its use of the Services (including all content published, scheduled, cross-posted, messaged, or otherwise transmitted through the Services and all outreach it conducts) will comply with, the terms of service, policies, and developer and platform rules of each Third-Party Platform it connects or uses, expressly including X (formerly Twitter), Meta (Facebook, Instagram, and Threads), LinkedIn, Google, Shopify, WordPress.com and Automattic, and Stripe, and with all applicable automation, spam, and authenticity rules of such Third-Party Platforms.

(d) Third-Party Platforms Are Not Parties. Each Third-Party Platform is an independent third party and is not a party to this Agreement. No Third-Party Platform has any obligation or liability to Customer or any Authorized User under this Agreement. Without limiting the foregoing:

1. Stripe. Payment processing, including subscription and credit-pack billing, is provided through Stripe and is subject to the Stripe Terms, as described in Section 1(n).
2. Meta. Customer must not use the Services with Meta (Facebook, Instagram, or Threads) in any manner that violates Meta's terms or policies. Meta is not a party to this Agreement and has no liability to Customer under it.
3. Google. Provider's access to and use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements, as further described in Provider's Privacy Policy. Google is not a party to this Agreement and has no liability to Customer under it.
4. X, LinkedIn, Shopify, and WordPress.com/Automattic. Customer must comply with each such platform's applicable user and developer terms. None of these platforms is a party to this Agreement, and none has any liability to Customer under it.

(e) Third-Party Products and Platforms Used at Customer's Own Risk. Third-Party Products and Third-Party Platforms are used at Customer's own risk and are governed by their own terms and privacy policies. Provider does not control and is not responsible for any Third-Party Product or Third-Party Platform, including its availability, security, or the terms on which it is provided.

(f) NO LIABILITY FOR CONNECTED-ACCOUNT DATA LOSS. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, INABILITY TO RECOVER, OR UNAVAILABILITY OF ANY CONNECTED-ACCOUNT DATA, CONTENT, TOKENS, OR CONNECTIONS, INCLUDING WHERE CAUSED BY A THIRD-PARTY PLATFORM.

6. Security

(a) Provider Obligations. Provider will:

1. comply with the terms and conditions set forth in this Agreement;
2. not disclose Personal Information to any person other than Provider's employees, contractors, agents, subprocessors, and auditors without the Authorized User's prior consent unless required by applicable law;
3. provide Customer a reasonable opportunity to object before Provider engages any subcontractor pursuant to a written contract that requires the subcontractor to meet the obligations of the processor under applicable law; and
4. except as otherwise provided in this Agreement, use and disclose Personal Information only for the purposes for which Customer provides the Personal Information pursuant to the terms and conditions of this Agreement, and not use or otherwise disclose or make available Personal Information for Provider's own purposes without Customer's prior consent.

(b) Authorized User Obligations. Each Authorized User will:

1. comply with the terms and conditions set forth in this Agreement;
2. be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession; and
3. comply with any applicable laws and regulations and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Information to Provider.

(c) Information Security. Provider will comply with applicable laws and regulations in its creation, collection, receipt, access, use, storage, disposal, and disclosure of Personal Information.

(d) Data Breach. Provider will notify Customer of a Data Breach as soon as reasonably practicable after Provider becomes aware of it and will make commercially reasonable efforts to provide relevant information to Customer and reasonably cooperate with Customer concerning such Data Breach.

(e) Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER CONTENT, CUSTOMER DATA, GENERATED CONTENT, OR ANY CONNECTED-ACCOUNT DATA OR CONTENT; PROVIDED THAT THIS EXCLUSION DOES NOT APPLY TO, AND DOES NOT LIMIT PROVIDER'S LIABILITY FOR, PROVIDER'S BREACH OF ITS SECURITY OBLIGATIONS UNDER THIS SECTION 6 OR ANY RESULTING DATA BREACH, PROVIDER'S LIABILITY FOR WHICH IS INSTEAD SUBJECT TO THE LIMITATIONS AND CAP SET FORTH IN SECTION 12 RATHER THAN EXCLUDED IN FULL. NOTHING IN THIS SECTION 6 EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(f) Security Controls Review and Audit. Upon the reasonable request of Customer, Provider will make available to Customer the results of Provider's most recent security controls review or audit of Provider's policies and technical and organizational measures provided pursuant to this Agreement. Such security controls review or audit shall be performed by an independent third party based on recognized industry standards using an appropriate and commonly accepted control standard.

(g) Disposal of Personal Information. On the termination or expiration of this Agreement, if requested by the Customer, Provider will, at the Customer's direction, promptly return to Customer or securely dispose of all Personal Information in its possession, unless retention of the Personal Information is required by law.

7. Fees and Payment

(a) Fees. Customer shall pay Provider the fees ("Fees") as set forth in the Invoice without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Invoice. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for seven (7) days or more, Provider may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

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

8. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees or Authorized Users who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, at the request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Without limiting the foregoing, all Provider IP is Confidential Information and a trade secret of Provider.

9. Intellectual Property Ownership; Feedback

(a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Customer Content. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Content and Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Content and to perform all acts with respect to the Customer Content as may be necessary for Provider to provide the Services to Customer (including transmitting Customer Content to third-party AI providers and Third-Party Platforms as necessary to provide the Services), and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Content incorporated within the Aggregated Statistics.

(c) Generated Content. Generated Content is not Customer Content or Customer Data. Subject to Customer's payment of Fees and compliance with this Agreement, and to the extent Provider holds any right, title, or interest in Generated Content that is produced for Customer, Provider assigns or licenses to Customer such right, title, and interest as is necessary for Customer to use that Generated Content in connection with Customer's business, in each case provided on an "AS IS" basis and subject to the disclaimers in Section 4 and Section 10. Customer acknowledges that, given the nature of automated generation, Generated Content may not be unique to Customer, may not be eligible for intellectual-property protection, and may resemble content generated for other users or third-party materials, and Provider makes no representation or warranty regarding Customer's ability to obtain or enforce any intellectual-property right in any Generated Content.

(d) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

10. Warranties and Warranty Disclaimer

(a) Provider represents and warrants to Customer that Provider will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Notwithstanding the foregoing, this Section 10(a) does not apply to, and Provider makes no warranty of any kind (and the disclaimers in Section 4 and Section 10(c) apply in full) with respect to: (i) any Generated Content or the AI Agents; (ii) any content published, scheduled, cross-posted, commented, replied, or any direct message or other action taken through the Services or a Connected Account, including in any automatic or "auto" mode or without human review; (iii) any act, omission, suspension, restriction, or termination by any Third-Party Platform; or (iv) any marketing, business, or other outcome or result. Section 10(a) is limited to Provider's operation of the underlying software platform and does not warrant any accuracy, legality, non-infringement, availability, or result.

(b) Customer represents and warrants to Provider that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Content so that, as received by Provider and processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party or violate any applicable law.

(c) EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 10, THE SERVICES, THE AI AGENTS, AND ALL GENERATED CONTENT ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 10, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, THE AI AGENTS, THE GENERATED CONTENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES (INCLUDING ANY THIRD-PARTY PLATFORM), OR BE SECURE, ACCURATE, COMPLETE, ORIGINAL, NON-INFRINGING, FREE OF HARMFUL CODE, OR ERROR FREE.

(d) THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THIS SECTION 10, IN SECTION 4, AND ELSEWHERE IN THIS AGREEMENT DO NOT AFFECT ANY WARRANTIES, RIGHTS, REMEDIES, OR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, AND APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11. Indemnification

(a) Provider Indemnification.

1. Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Provider in writing of such Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
2. If a Third-Party Claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
3. This Section 11(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Content or Customer Data; (D) Generated Content; or (E) Third-Party Products or Third-Party Platforms.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Content or Customer Data, or any use of the Customer Content or Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, and any Third-Party Claims based on or arising out of Customer's or any Authorized User's: (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (iv) modifications to the Services not made by Provider; (v) Generated Content that Customer or any Authorized User reviewed, approved, published, sent, distributed, or otherwise used, including any claim that such Generated Content is inaccurate, misleading, unlawful, defamatory, or infringes or misappropriates the rights of any third party, including any copyright, trademark, right of publicity or persona, likeness, or false-endorsement or unfair-competition right; (vi) content, comments, replies, messages, or other actions published, sent, or taken through any Connected Account, whether or not reviewed by a human; (vii) violation of, or failure to comply with, the terms, policies, or rules of any Third-Party Platform; or (viii) Customer's or any Authorized User's outreach to, or communications with, any lead, prospect, or other person, including any claim under anti-spam, telemarketing (including the TCPA), advertising, endorsement, consumer-protection, or privacy laws. The foregoing is provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

(c) Sole Remedy. THIS SECTION 11 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, CONTENT, CONNECTED ACCOUNT, OR GENERATED CONTENT, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF (I) THE TOTAL AMOUNT PAID TO PROVIDER UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) ONE HUNDRED U.S. DOLLARS (US$100).

NOTWITHSTANDING THE FOREGOING, THE EXCLUSION IN CLAUSE (d) ABOVE FOR BREACH OF DATA OR SYSTEM SECURITY DOES NOT EXCLUDE PROVIDER'S LIABILITY FOR BREACH OF ITS OWN SECURITY OBLIGATIONS UNDER SECTION 6 OR FOR ANY RESULTING DATA BREACH; PROVIDER'S LIABILITY FOR ANY SUCH BREACH OR DATA BREACH IS INSTEAD SUBJECT TO THE AGGREGATE LIABILITY CAP SET FORTH ABOVE RATHER THAN EXCLUDED IN FULL.

NOTHING IN THIS SECTION 12 LIMITS OR EXCLUDES LIABILITY FOR: (i) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (ii) DEATH OR PERSONAL INJURY CAUSED BY A PARTY'S NEGLIGENCE; (iii) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (iv) CUSTOMER'S PAYMENT OBLIGATIONS; OR (v) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

IF ANY LIMITATION OR EXCLUSION IN THIS SECTION 12 IS HELD UNENFORCEABLE OR INAPPLICABLE FOR ANY REASON, PROVIDER'S TOTAL AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND THE REMAINING LIMITATIONS AND EXCLUSIONS WILL REMAIN IN FULL FORCE AND EFFECT. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Term and Termination

(a) Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect from month to month (the "Term").

(b) Termination. In addition to any other express termination right set forth in this Agreement:

1. Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Provider's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 8;
2. Customer may terminate this Agreement, effective on written notice to Provider, if Provider modifies this Agreement in a manner that adversely and materially impacts Customer and Customer provides written notice of termination within thirty (30) days of Customer's receipt of notice of such modification;
3. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
4. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. Upon termination or expiration, Customer's Connected Accounts will be disconnected and, subject to any retention required by law, Provider will delete Connected-Account access tokens and associated data in accordance with this Agreement and Provider's Privacy Policy. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

(d) Survival. This Section 13(d) and Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 14 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement shall survive the expiration or earlier termination of this Agreement.

14. Miscellaneous

(a) Entire Agreement. The Terms of Use (available at /terms), our Privacy Policy (available at /privacy), and this Agreement constitute the sole and entire agreement between You and Staffiva, LLC regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) any other documents incorporated herein by reference.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and, if to Provider, by email to info@staffiva.com or by first class mail to Staffiva, LLC, 131 Continental Drive, Suite 305, Newark, Delaware 19713, and, if to Customer, by email or by first class mail (postage prepaid) or by a nationally recognized overnight courier (with all fees prepaid) to the address provided at the time of registration, as updated from time to time.

(c) Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, any act, omission, outage, or change by any Third-Party Platform or other third-party service provider, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(d) Amendment and Modification; Waiver. Provider may update or revise this Agreement and any Invoice from time to time in its sole discretion, and such modifications are binding on You thirty (30) days following Your receipt of notice of such modifications. Provider recommends that You review this Agreement on a regular basis to stay abreast of the most current version. The most current version will be posted on the Website. Your continued use of the Services after any update or revision to this Agreement constitutes Your acceptance of the updates or revisions. If any such modification adversely and materially impacts You, the modification will take effect only prospectively, and Your exclusive remedy is to terminate this Agreement by providing written notice of termination within the thirty (30)-day notice period, as provided in Section 13(b)(2). The Services described herein may be amended by Provider from time to time in its sole discretion. If Provider amends the Services described herein, You will be notified by either the email provided to Provider or by mail.

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Provider shall in good faith amend this Agreement, in the manner provided for in this Agreement, so as to effect the original intent as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to the provisions thereof relating to conflict of laws. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the city of Wilmington and County of New Castle, and each Party irrevocably submits to the exclusive jurisdiction and proper venue of such courts in any such suit, action, or proceeding.

(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Provider, which consent may be withheld or denied for any or no reason. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Content or Customer Data outside the US.

(i) US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 8 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages, and that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(k) Dispute Resolution; Mutual Arbitration. PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH EACH PARTY CAN SEEK RELIEF.

1. Agreement to Arbitrate. Except as set forth in subsection (5) below, You and Provider mutually agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including its formation, interpretation, breach, performance, enforcement, termination, or validity, or the applicability of this arbitration provision (a "Dispute"), will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules) then in effect. This arbitration provision is mutual and bilateral: both You and Provider are bound to arbitrate Disputes, and neither Party may pursue a Dispute in court except as expressly permitted in this Section. The arbitration will be governed by the Federal Arbitration Act and, as to substantive matters, the internal laws of the State of Delaware, and, unless the Parties agree otherwise, the seat and location of the arbitration will be Wilmington, Delaware. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

1. Class, Collective, and Jury Waiver. ALL DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU AND PROVIDER WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND WAIVE ANY RIGHT TO A JURY TRIAL. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

1. Severability; Blow-Up. If the class, collective, consolidated, or representative action waiver in subsection (2) is found to be unenforceable or invalid as to a particular claim or request for relief, then that claim or request for relief, and only that claim or request for relief, will be severed from the arbitration and brought exclusively in the courts identified in Section 14(f), and no class, collective, consolidated, or representative proceeding will be conducted in arbitration; all other claims will proceed in arbitration. Except as provided in the preceding sentence, if any other provision of this Section is found to be unenforceable, that provision will be severed and the remainder of this Section will continue in full force and effect.

1. 30-Day Right to Opt Out. You may opt out of this arbitration provision by sending written notice of Your decision to opt out to info@staffiva.com within thirty (30) days after You first accept this Agreement. Your notice must include Your name, the account or organization to which it applies, and a clear statement that You wish to opt out of arbitration. If You opt out within this period, neither You nor Provider will be required to arbitrate Disputes, and Disputes will instead be resolved in the courts identified in Section 14(f). Opting out of arbitration has no effect on any other provision of this Agreement.

1. Exceptions. Notwithstanding the foregoing, either Party may (A) bring an individual action in small-claims court for a Dispute within that court's jurisdiction, and (B) seek injunctive or other equitable relief, or relief for the actual or threatened infringement, misappropriation, or violation of intellectual property or other proprietary rights, in the courts identified in Section 14(f), as contemplated by Section 14(j). Any Dispute that is not subject to arbitration under this Section will be resolved exclusively in the courts identified in Section 14(f).