KYRO Software as a Service (SaaS) Agreement

Last Updated: October 30, 2026

This KYRO Software as a Service (SaaS) Agreement (the “Agreement”) is between KYRO Technologies, Inc., a Delaware corporation (“KYRO”), and the customer identified in an Order Form that references this Agreement or that accepts this Agreement electronically (“Customer”), and is effective as of the earlier of the date Customer signs such an Order Form or the date Customer accepts this Agreement electronically. This Agreement governs access to and use of the KYRO client software (“Software”) and related services (together, the “Services”) as more specifically described in one or more Order Forms issued pursuant to this Agreement and agreed by KYRO and Customer. “Order Form” means (i) for enterprise customers, an order form signed by Customer and KYRO that references this Agreement, or (ii) for all other customers, the plan, pricing, and subscription details that Customer selects and accepts when subscribing online. Customer accepts this Agreement either by signing an Order Form that references it or by accepting it electronically (for example, by checking a box or clicking to accept at checkout). The individual who signs the Order Form or accepts this Agreement represents that he or she is authorized to bind Customer. The version of this Agreement in effect on the date Customer signs an Order Form or accepts this Agreement applies for the subscription term under that Order Form. KYRO may publish updated versions of this Agreement at https://kyro.ai/legal/saas-agreement; an updated version will apply to Customer beginning with the next renewal term if KYRO notifies Customer at least thirty (30) days before the renewal date.

1. Services.
   1. Provision of Services. Customer and users of Customer’s Services account (“End Users”) may access and use the Services in accordance with this Agreement.
   2. Facilities and Data Processing. KYRO will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, disclosure, alteration, deletion, and processing of Customer Data. “Customer Data” means Stored Data, Account Data, and End User Data. “Stored Data” means the files and structured data submitted to the Services by Customer or End Users. “Account Data” means the account and contact information submitted to the Services by Customer or End Users. “End User Data” means any data other than Stored Data submitted by or collected from End Users in connection with the Services or data relating to the End User’s use of the Services.
   3. Modifications to the Services. KYRO may update the Services from time to time. If KYRO changes the Services in a manner that materially reduces their functionality, KYRO will inform Customer via an email sent to the email address associated with the account.
   4. Software. Some Services allow Customer to download KYRO Software which may update automatically. KYRO software may be a combination of or solely be several third-party licensed software that run the KYRO services. Customer may use the Software only to access the Services. If any component of the Software is offered under an open-source license, KYRO will make the license available to Customer and the provisions of that license may expressly override some of the terms of this Agreement. Customer is solely responsible for ensuring its and its End Users’ compliance with such licenses.
   5. Changes to Features or Functionality. KYRO reserves the right to modify, change, or discontinue any features or functionality of the Services at any time, subject to Section 1.c. Customer acknowledges and agrees that KYRO shall not be liable to Customer or any third party for any modifications, adjustments, or changes to features made to the Services. Customer's use of the Services is also subject to the policies referenced in this Agreement and posted at https://kyro.ai/legal; however, no update to those policies will materially reduce KYRO's obligations under this Agreement or any Order Form during the then-current subscription term.
   6. AI Features. Certain features of the Services use artificial intelligence and machine learning models, including models provided by the third parties identified on KYRO's Subprocessor list, and include KORY, KYRO's AI agent ("AI Features"). (i) Output. Content generated by AI Features ("Output") may be inaccurate, incomplete, or inappropriate for Customer's purposes. Customer is responsible for reviewing Output before relying on it, and Customer and its End Users must not rely on Output as a substitute for qualified human judgment in any safety-critical decision, including switching, clearance, energized-line work, or other field safety determinations. (ii) Agent Actions. Where an AI Feature proposes an action (such as sending a message or creating, modifying, or submitting a record), the action will be taken only after approval by an End User, and any action so approved is deemed an action of Customer. (iii) Model Training. KYRO will not use Customer Data to train or fine-tune AI models except in the form of Anonymized Data or Aggregated Data as described in Section 6.d, and KYRO will not permit its third-party AI model providers to use Customer Data to train their models. (iv) Ownership. As between the parties, Customer owns Output generated from Customer Data, subject to KYRO's rights in the KYRO Technology.
   7. Service Availability. KYRO will use commercially reasonable efforts to make the Services available at least 99.5% of the time in each calendar month, excluding scheduled maintenance, emergency maintenance, and unavailability caused by events described in Section 16.i (Force Majeure), by Customer or its End Users, or by third-party services not provided by KYRO. This availability target does not entitle Customer to service credits or any other remedy.
   8. KYRO Capital. KYRO Capital is a commercial credit program provided by one or more third-party banks or other credit providers (each, a “KYRO Capital Provider”), and made available through the Services. KYRO acts solely as a technology platform provider and transaction aggregator for KYRO Capital. KYRO is not a bank, lender, or factor; does not extend credit, purchase or take assignment of receivables, or guarantee payment; and does not accept, hold, or process KYRO Capital funds. Credit decisions, funding, and collections are made solely by the applicable KYRO Capital Provider, and Customer’s participation in KYRO Capital is governed by Customer’s separate agreement with that KYRO Capital Provider. If Customer enrolls in KYRO Capital, Customer authorizes KYRO to transmit to the applicable KYRO Capital Provider the Customer Data relating to Customer’s applications, invoices, and transactions, and to receive and display account status information provided by that KYRO Capital Provider. These transmissions are made at Customer’s direction, and no KYRO Capital Provider is a Subprocessor of KYRO. KYRO displays account status information as provided by the KYRO Capital Provider and is not responsible for its accuracy or for any KYRO Capital Provider’s credit, funding, or collection decisions.
   9. Beta Features. KYRO may make available features or functionality identified as beta, preview, pilot, early access, or similar (“Beta Features”). Beta Features are provided “as is” for evaluation, without any warranty, support, or availability commitment (including under Section 1.g), may contain errors, and may be changed or discontinued at any time without notice. To the fullest extent permitted by law, KYRO has no liability arising from Beta Features.
   10. Communications Features. The Services include communications features, including LiveLine, that allow users to share public posts, exchange direct messages, participate in workspaces, and make voice and video calls. (i) Public posts are visible to all LiveLine users, are governed by KYRO’s Terms of Service, and are not Customer Data; Customer has no greater access to public posts than any other user. (ii) Direct messages between Customer’s designated contact and an individual user, and content in workspaces Customer creates (including storm-call workspaces), are Customer Data. Customer may change its designated contact from time to time and is responsible for the acts of its designated contact and workspace administrators. Direct messages between individual users that do not involve Customer are not Customer Data, and Customer has no access to them. (iii) Direct messages and workspace content are end-to-end encrypted, and KYRO cannot access their content except as made available by a participant, including through a report submitted to KYRO. Customer is responsible for retaining any such content it is required to keep. (iv) Customer is responsible for providing any notices to, and obtaining any consents from, participants in its direct messages and workspaces, including participants who are not Customer’s employees, and for complying with applicable laws governing the recording of calls and the monitoring of communications. (v) The Services are not a telephone service, do not support calls to emergency services (including 911), and must not be relied on for emergency communications.
   11. Storm and Outage Predictions. Storm, outage, callout-likelihood, restoration resource, and similar predictions provided through the Services are estimates generated from third-party data and KYRO’s models. They are not official forecasts or outage reports, may be incomplete, delayed, or inaccurate, and are not affiliated with or endorsed by any utility or government agency unless expressly stated. Customer must not rely on any prediction as the sole basis for mobilization, staffing, bidding, contracting, or safety decisions, and KYRO has no liability for any costs or losses arising from Customer acting or not acting on any prediction.
2. Customer Obligations.
   1. Access to Customer Data. Customer is responsible to provide Customer Data as necessary to enable KYRO to provide the Services to Customer. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.
   2. Compliance. Customer is responsible for use of the Services by End Users and for all activities that occur under End User accounts. Customer and its End Users shall comply with all applicable laws and regulations in using the Services and must use the Services in compliance with the “Acceptable Use Policy” located at https://kyro.ai/legal/acceptable-use-policy, which policy may be updated from time to time. Customer will obtain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow KYRO to provide the Services. To the extent Customer Data includes any “personal data” or “personal information” as those terms are defined in applicable privacy and/or data protection laws, Customer is responsible for ensuring it provides any required notices and obtains any required consents before processing such information in connection with the Services. This includes all notices and consents required by laws governing the electronic monitoring of employees and the collection of precise location information, for Customer’s employees, contractors, End Users, and Resources, and Customer represents and warrants that it has provided and will maintain them for as long as it uses the Services. To the extent Customer uses any recording functionality in the Software, Customer is responsible for ensuring it provides any required notice and obtains any required consent to such recording in accordance with applicable law. To the extent Customer uses any artificial intelligence (“AI”) feature in the Software, Customer is responsible for ensuring that such use does not violate applicable law or infringe upon any third party’s intellectual property rights, right of publicity, moral rights, or privacy rights, and that Customer has provided all required notices and obtained all required consents in connection with the use of such AI.
   3. Customer Administration of the Services. Customer may specify End Users as “Administrators”. Administrators may have the ability to work directly with KYRO and access, disclose, restrict or remove Customer Data in or from the Services and Customer’s accounts. Administrators may also have the ability to work with KYRO and monitor, restrict, or terminate access to Customer’s accounts. KYRO is not responsible for Customer’s internal management or administration of the Services or End Users’ access to the Services. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators’ and End Users’ use of the Services complies with this Agreement and with applicable law.
   4. Unauthorized Use & Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. Customer will notify KYRO within twenty-four (24) hours of any unauthorized use of or access to the Services by End Users or otherwise through Customer’s accounts or systems.
   5. Third Party Requests.
      1. “Third Party Request” means a request from a third party for records relating to Customer’s or an End User’s use of the Services including information regarding or from an End User. Third Party Requests include valid search warrants, formal requests from governmental regulators, court orders, or subpoenas.
      2. Customer is responsible for responding to Third Party Requests it receives. Customer will obtain information necessary to respond to Third Party Requests on its own and from information in its possession or accessible to it, and will contact KYRO only if, despite Customer’s diligent efforts, Customer is unable to obtain information responsive to the Third Party Request and reasonably believes that KYRO would be able to assist Customer in obtaining necessary information.
      3. If KYRO receives a Third Party Request that involves Customer Data, KYRO will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Customer of KYRO’s receipt of a Third Party Request; and (B) comply with Customer’s commercially reasonable requests regarding Customer’s efforts, if any, to oppose the Third Party Request. Nothing in this Agreement shall be interpreted to preclude KYRO from complying with a Third Party Request it receives.
   6. Workforce and Field Operations. KYRO provides software only. KYRO is not an employer, joint employer, staffing agency, labor contractor, or dispatcher of any individual or entity identified in the Resource Database or otherwise through the Services (each, a “Resource”), and no Resource is an employee or agent of KYRO. KYRO does not guarantee, and is not responsible for, any Resource’s identity, qualifications, licenses, competence, availability, conduct, or safety, including any information shown through KYRO Verified. Customer is solely responsible for (i) deciding whether to engage, hire, or dispatch any Resource, in compliance with any hiring hall, referral, or other obligations under Customer’s labor agreements; (ii) verifying qualifications and conducting any background checks, in compliance with applicable law; (iii) worker classification, wages, benefits, payroll taxes, and workers’ compensation; (iv) workplace safety, including compliance with OSHA and other applicable safety laws and the safety requirements of its own customers; and (v) supervising and directing all work.
   7. Timesheets, Expenses, and Invoices. Customer is solely responsible for (i) configuring all pay rules, rates, per diem, overtime, and contract terms used in the Services; (ii) reviewing and approving each timesheet, expense report, and invoice before it is paid, submitted, or relied on; (iii) the accuracy and completeness of all time, expense, and billing records and invoices, including invoices submitted to utilities or other customers of Customer; (iv) compliance with all applicable federal, state, and local laws and regulations, including wage and hour, overtime, meal and rest break, prevailing wage, and certified payroll requirements, and with its contracts with its customers and any collective bargaining agreement, project labor agreement, or other labor agreement to which it is bound, including union fringe benefit contribution and reporting obligations; (v) compliance with the documentation and certification requirements of any federal, state, or local reimbursement or assistance program, including programs administered by the Federal Emergency Management Agency; and (vi) maintaining all records it is required by law or contract to keep. Calculations generated by the Services are tools to assist Customer and are not payroll, accounting, legal, or tax advice. KYRO is not a payroll provider, does not certify or verify any timesheet, expense, or invoice, and is not Customer’s record keeper. KYRO does not interpret or apply any labor agreement, and Customer is solely responsible for configuring the Services to reflect its terms.
3. Use of Services.
   1. Users. Customer may grant access to the Services to only the number and type of End Users specified on the Order Form.
   2. Use Restrictions. Customer shall not and shall ensure End Users do not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party (other than Customer’s Subsidiaries and approved Affiliates as permitted by Section 3.c); (ii) send spam or otherwise duplicative or unsolicited messages via the Service; (iii) use the Services to send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights or third-party intellectual property rights; (iv) send or store material while using the Services that contains software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (vi) attempt to gain unauthorized access to the Services or its related systems or networks; (vii) share Services accounts, share login credentials with others, or assist unauthorized users to access Services; or (viii) reverse engineer the Services, attempt to reverse engineer the Services, nor assist anyone else to do so.
   3. Affiliates. Customer may permit its Subsidiaries to access and use the Services through Customer’s account, solely within the number and type of End Users specified on the Order Form. “Subsidiary” means any entity in which Customer directly or indirectly owns more than fifty percent (50%) of the voting interests. No other Affiliate of Customer, including any parent company of Customer or any entity under common control with Customer (such as another company owned by the same investment fund or sponsor), may use the Services through Customer’s account unless KYRO approves it in writing, including by naming it in an Order Form. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control” means ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management or policies, whether by ownership, contract, or otherwise; entities controlled by the same investment fund, private equity sponsor, or other financial investor are Affiliates of one another. Each Subsidiary’s and approved Affiliate’s use of the Services is subject to this Agreement, and Customer is responsible and liable for their acts and omissions as if they were Customer’s own. Subsidiaries and Affiliates have no rights or remedies against KYRO under this Agreement; any claim relating to their use of the Services may be brought only by Customer, and KYRO’s aggregate liability to Customer and all of its Subsidiaries and Affiliates together will not exceed the limit in Section 12.b. A Subsidiary’s or approved Affiliate’s right to use the Services ends automatically when it ceases to be a Subsidiary or Affiliate. A Subsidiary or Affiliate may purchase Services directly by entering into its own Order Form, in which case it is the “Customer” for that Order Form.
   4. Usage Verification. KYRO may monitor Customer’s use of the Services to verify compliance with this Agreement and the Order Form. Upon KYRO’s request, Customer will certify in writing, within ten (10) business days, the number of End Users and the Subsidiaries and Affiliates using the Services. If Customer’s use exceeds the quantities purchased, KYRO may invoice Customer for the excess use at KYRO’s then-current rates from the date the excess use began, and Customer will pay that invoice in accordance with Section 8.
4. Third-Party Services. Certain third-party service providers, some of which may be listed on KYRO’s website or other materials, offer products and services related to the Services that work in conjunction with the Services, such as by exchanging data with the Services or by offering additional functionality within the user interface of the Services through use of application programming interfaces. KYRO does not warrant any such third-party provider or any of their products or services, regardless of whether or not such products or services are designated by KYRO as “certified,” “validated,” “supported” or otherwise. KYRO may terminate the links between any third-party service provider and the Services at any time for any reason, including but not limited to changes in interoperability requirements, policies or fees charged by such third-party providers to KYRO or its customers or users. Any exchange of data or other interaction between Customer (or a User) and a third-party provider, and any purchase or use by Customer (or an End User) of any product or service offered by such third-party provider, is solely between Customer (or such End User) and such third-party provider, and KYRO will have no liability or obligation with respect to such exchange or interaction and shall not be responsible for any act or omission of the third party, including the third party’s access to or use of Customer Data. KYRO may also identify independent professionals and firms through the KYRO Partner Network. KYRO Partner Network members are independent third parties, not employees or agents of KYRO. KYRO does not provide legal, insurance, safety, or other professional advice, receives no compensation from KYRO Partner Network members, and is not responsible for their advice or services, and any engagement of a KYRO Partner Network member is solely between Customer and that member.
5. Suspension
   1. Of End User Accounts by KYRO. If an End User (i) violates this Agreement or the Acceptable Use Policy in effect at the time or (ii) uses the Services in a manner that KYRO reasonably believes may result in liability for KYRO, then KYRO may request that Customer suspend or terminate the applicable End User account. If Customer fails to suspend or terminate the End User account within twenty-four (24) hours, then KYRO may do so.
   2. Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then KYRO may automatically suspend use of the Services by Customer and all End Users. KYRO will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; and/or (ii) any unauthorized third-party access to the Services including but not limited to any customer or user data stored or accessible via the Services.
6. Proprietary Rights.
   1. KYRO Technology. The Services include (i) the KYRO name, the KYRO logo, the KYRO domains (https://app.kyro.ai/ and https://kyro.ai) and all subdomains, the product and service names associated with the Services and other trademarks and service marks; (ii) audio and visual information, documents, software, computer code, and other works of authorship, including training materials and user guides; and (iii) other technology, including graphical user interfaces, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “KYRO Technology”). Other than as expressly set forth in Section 6.b below, no license or other rights in or to the KYRO Technology or related Intellectual Property Rights are granted to Customer or End Users, and all such licenses and rights are hereby expressly reserved to KYRO or, as applicable, its licensors. “Intellectual Property Rights” means and includes any current and future rights under patent law, copyright law, trade secret law, trademark law, moral rights, and other similar rights.
   2. Grant of Limited License. Subject to and in accordance with the terms of this Agreement and conditioned upon payment of all applicable fees, KYRO grants Customer a revocable, worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicensable right: (i) to access and use the Services during the term for which applicable fees, if any, are fully paid; and (ii) to permit the number and type of End Users specified on an Order Form the right to access and use the Services during the terms of the applicable End User subscriptions.
   3. License Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Services or KYRO Technology; (ii) create Internet “links” to or from the Services, or “frame” or “mirror” any content forming part of the Services, other than on Customer’s own intranet; or (iii) disassemble, reverse engineer, or decompile the Services or KYRO Technology; (iv) access or use the Services in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics as those used in the Services, or (C) copy any ideas, features, functions or graphics of the Services; (v) harvest, scrape, or collect information from the Services using an automated software tool or manually on a mass basis; or (vi) flood the Services with requests, data, or otherwise overburdening, disrupting, or harming the Services.
   4. Customer Data. KYRO may access, reproduce, and use Customer’s User accounts, including Customer Data and End User Data associated therewith, to respond to service or technical problems, at Customer’s or the applicable End User’s request, or as otherwise necessary to provide, secure, maintain, and support the Services. Customer and/or KYRO shall delete or destroy and cease all use of End User Data as required by applicable law. KYRO may anonymize or de-identify Customer Data (“Anonymized Data”) such that the Customer Data is not personal data or personal information as those terms are defined under privacy laws and data protections laws and the Customer Data is not able to be associated with Customer or End Users. KYRO may aggregate the Anonymized Data with other data (“Aggregated Data”). Customer shall have no right, title, or interest in any Anonymized Data or Aggregated Data. KYRO may use Anonymized and/or Aggregated Data for its own commercial, research, or development purposes, including to train and improve AI models, provided that Anonymized Data and Aggregated Data do not identify Customer or any individual.
   5. Suggestions and Feedback. KYRO may, at its discretion and for any purpose, use, modify, and incorporate into its products and services any suggestions, ideas, enhancement requests, feedback, recommendations provided or posted by Customer or End Users (“User Feedback”). Customer hereby grants to KYRO a royalty-free, worldwide, irrevocable, perpetual, sublicensable, transferable license to use or incorporate into the Services any User Feedback.
7. Confidentiality.
   1. Definition of Confidential Information. The term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in the Order Form), the Customer Data, the Services, the KYRO Technology, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
   2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) within forty-eight (48) hours of being so compelled and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
   3. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.
8. Fees and Payment.
   1. Subscription Fees. Customer will pay, and authorizes KYRO to charge Customer’s selected payment method, applicable subscription fees. Subscription fees are charged on a monthly or annual basis, as elected by Customer and will be charged on the first day of the subscription period. Subscription fees are non-refundable except as required by applicable law or as provided in Section 9.c. Customer is responsible for providing complete and accurate billing and contact information to KYRO. KYRO may suspend or terminate the Services without notice if Customer’s payment method does not process the charge or subscription fees are otherwise past due. For subscriptions purchased online, KYRO may change its subscription fees at any time, effective at the start of the next billing period, by providing Customer at least thirty (30) calendar days’ notice before the next subscription fee charge. If Customer does not accept the new fees, Customer may cancel before they take effect, notwithstanding the notice deadlines in Section 8.b, and Customer’s continued use of the Services after the new fees take effect constitutes acceptance. Fees under an Enterprise Order Form change as provided in Section 8.i.
   2. Auto-Renewals. ALL SUBSCRIPTIONS, WHETHER PURCHASED UNDER AN ENTERPRISE ORDER FORM OR ONLINE, AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR A RENEWAL TERM EQUAL IN LENGTH TO THE EXPIRING TERM (UNLESS THE ORDER FORM STATES A DIFFERENT RENEWAL TERM), AND KYRO WILL AUTOMATICALLY CHARGE FOR THE RENEWAL AT THE FEES DETERMINED UNDER SECTION 8.a OR 8.i, AS APPLICABLE, UNLESS CUSTOMER NOTIFIES KYRO THAT CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL AT LEAST SIXTY (60) DAYS BEFORE THE SUBSCRIPTION IS SET TO RENEW (OR, FOR SUBSCRIPTION TERMS SHORTER THAN ONE (1) YEAR, AT LEAST TEN (10) BUSINESS DAYS BEFORE THE SUBSCRIPTION IS SET TO RENEW). NOTICE OF NON-RENEWALS TO KYRO MUST BE SENT TOAUTORENEWALS@KYRO.US.
   3. Fees for Other Services. KYRO and Customer may agree for KYRO to provide other services to Customer in connection with the KYRO Technology including, for example, professional services for customizations or integrations. All other services shall be documented in an Order Form. Customer shall pay applicable fees as set forth in the applicable Order Form.
   4. Late Payments. In addition and without limitation to other legal remedies, whether or not set forth herein, KYRO may assess a late payment charge of 1.5% per month (or, if lower, the maximum rate permitted by law) on all amounts past due more than 30 days until such amount are paid.
   5. Taxes. Subscription fees and fees for other services do not include tax. Customer is responsible for all applicable sales taxes, use taxes, and other similar taxes on the Services and all other services and products. KYRO will charge and remit tax to the appropriate taxing authority when required to do so.
   6. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
   7. Payment Cards. If Customer pays by credit or debit card, Customer shall: (a) provide KYRO or its third-party payment processor with valid payment card information; and (b) authorize KYRO or its third-party payment processor to charge such payment card for all fees stated in the applicable Order Form and invoice(s) in accordance with these Terms plus any applicable taxes. Customer hereby authorizes KYRO and its payment processor to store and continue billing the payment method Customer has on file to pay for Services Customer agrees to purchase. If Customer purchases a subscription, Customer authorizes KYRO and its payment processor to automatically charge Customer’s payment method on file at the start of each Subscription Term for the applicable fees and taxes. Customer’s authorization will remain in full force and effect until KYRO receives written notice of Customer’s revocation of such authorization or termination of the subscription provided that all of Customer’s payment obligations are satisfied. Customer will contact KYRO in writing to resolve any billing dispute before initiating a chargeback or payment dispute with its card issuer. An unwarranted chargeback is a material breach of this Agreement, and Customer will reimburse KYRO for any resulting chargeback fees and collection costs.
   8. Promotions and Free Periods. KYRO may, at its discretion, offer Customer free access to the Services for a fixed period specified by KYRO, through a promotion code accepted at checkout or in an Order Form (a “Free Period”). Each Free Period ends on the date specified when it is granted, and KYRO may end any Free Period early, at its discretion, with or without notice. Unless Customer subscribes to a paid plan before the Free Period ends, Customer’s account will expire at the end of the Free Period; Customer may export its Stored Data for thirty (30) days afterward, after which KYRO may delete it. Section 8.b (Auto-Renewals) does not apply to a Free Period. Promotion codes are limited to one per customer, are non-transferable, have no cash value, may be modified or withdrawn by KYRO before redemption, and may be revoked if KYRO reasonably believes they have been misused, including through the creation of multiple accounts.
   9. Enterprise Renewal Pricing. Unless the applicable Enterprise Order Form states otherwise, the fees under each Enterprise Order Form increase by five percent (5%) over the fees for the immediately preceding term at the start of each renewal term and, for any subscription term longer than one (1) year, on each anniversary of the Subscription Start Date. Each increase applies to the fees as previously increased.
9. Term and Termination.
   1. Term. This Agreement will remain in effect until Customer’s subscription to the Services expires or terminates, or until the Agreement is terminated in accordance with this Section.
   2. Termination for Breach. Either KYRO or Customer may terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 calendar days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings, bankruptcy proceedings, or receivership and the proceedings are not dismissed within 90 days of being initiated.
   3. Termination for Convenience by KYRO. KYRO may terminate this Agreement or any Order Form for any reason or no reason upon ten (10) days’ written notice to Customer. If KYRO terminates under this Section 9.c, KYRO will refund any prepaid fees for the unused portion of the then-current subscription term and will provide Customer access to its account for thirty (30) days after termination, at no charge, solely so that Customer may export its Stored Data.
   4. Effects of Termination. Upon termination of the Agreement: (i) the rights granted by KYRO to Customer will cease immediately (except as set forth in this section); (ii) KYRO may provide Customer access to its account at then-current fees solely so that Customer may export its Stored Data; and (iii) after a commercially reasonable period of time not to exceed thirty (30) days, KYRO may delete any Stored Data relating to Customer’s account. The following sections will survive expiration or termination of this Agreement: 2.e (Third Party Requests), 6 (Proprietary Rights), 7 (Confidentiality), 8 (Fees & Payment), 9.d (Effects of Termination), 10 (Indemnification), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Non-Solicitation and Non-Circumvention), 14 (Non-Competition), 15 (Disputes), and 16 (Miscellaneous).
10. INDEMNIFICATION.
    1. BY CUSTOMER. CUSTOMER WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS KYRO, AND ITS AFFILIATES, OFFICERS, DIRECTORS, AND EMPLOYEES, FROM AND AGAINST ALL LIABILITIES, DAMAGES, JUDGMENTS, AND COSTS (INCLUDING SETTLEMENT COSTS AND REASONABLE ATTORNEYS’ FEES) RELATED TO ANY THIRD-PARTY CLAIM THAT ARISES FROM OR RELATES TO: (I) CUSTOMER DATA; (II) CUSTOMER’S OR ANY END USER’S USE OF THE SERVICES IN VIOLATION OF THIS AGREEMENT, KYRO’S ACCEPTABLE USE POLICY, OR APPLICABLE LAW; (III) CUSTOMER’S OR ANY END USER’S USE OF THE SERVICES IN A MANNER NOT INTENDED OR COMBINATION OF THE SERVICES WITH ANY THIRD-PARTY TECHNOLOGY OR PROPERTY WITHOUT KYRO’S EXPRESS WRITTEN AUTHORIZATION; (IV) CUSTOMER’S ENGAGEMENT, EMPLOYMENT, DISPATCH, OR SUPERVISION OF ANY RESOURCE, OR ANY CLAIM BY OR ON BEHALF OF A RESOURCE RELATING TO WORK PERFORMED FOR CUSTOMER, INCLUDING CLAIMS RELATING TO COMPENSATION, CLASSIFICATION, INJURY, OR SAFETY; OR (V) ANY TIMESHEET, PAYROLL, EXPENSE, OR INVOICE PREPARED, APPROVED, PAID, OR SUBMITTED USING THE SERVICES, INCLUDING ANY CLAIM BY CUSTOMER’S EMPLOYEES OR CONTRACTORS RELATING TO WAGES OR HOURS, ANY BILLING DISPUTE WITH CUSTOMER’S CUSTOMERS, ANY AUDIT, INVESTIGATION, OR CLAIM BY A GOVERNMENTAL AUTHORITY, AND ANY GRIEVANCE, CLAIM, OR AUDIT BY A LABOR ORGANIZATION OR EMPLOYEE BENEFIT FUND.
    2. BY KYRO. KYRO will indemnify, defend, and hold harmless Customer and End users from and against all liabilities, damages, judgments, and costs (including settlement costs and reasonable attorneys’ fees) related to any third-party claim to the extent based on an allegation that the KYRO technology used to provide the Services infringes or misappropriates the third party’s intellectual property right. In no event will KYRO have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by KYRO; or (ii) any content, information, or data provided by Customer, End Users, or other third parties.
    3. Possible Infringement. If KYRO believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then KYRO may: (i) obtain the right for Customer, at KYRO’s expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If KYRO does not believe the options described in this section are commercially reasonable then KYRO may suspend or terminate Customer’s use of the affected Services.
    4. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party shall have financial responsibility for and full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability or fault requires prior written consent, and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE KYRO AND CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
11. Disclaimers. THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, KYRO AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA. EXCEPT TO THE EXTENT CAUSED BY KYRO’S BREACH OF SECTION 1.b OR THE DATA PROCESSING ADDENDUM, KYRO SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA OR LOSS OF ACCESS TO DATA. KYRO DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR: (1) THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF ANY CONTENT OR INFORMATION OR MATERIAL PROVIDED BY OR ACCESSIBLE THROUGH THE SERVICES; (2) THE USE OF OR INABILITY TO USE THE SERVICES; (3) THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL; (4) INFORMATION COMMUNICATED THROUGH MESSAGE BOARDS, BLOGS, OR OTHER FORUMS; (5) ANY RELIANCE ON OUTPUT GENERATED BY AI FEATURES; AND (6) DAMAGE, INJURY, OR LOSS OF LIFE OR DAMAGE TO PROPERTY.
12. Limitation of Liability.
    1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CUSTOMER NOR KYRO AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE IN CONNECTION WITH THE SERVICES FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR LOST PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION SHALL NOT APPLY TO: KYRO OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS; A PARTY’S BREACH OF SECTION 7; OR CUSTOMER’S BREACH OF SECTIONS 3.b, 6.a, 6.b, AND 6.c.
    2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, KYRO’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER TO KYRO HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
13. NON-SOLICITATION AND NON-CIRCUMVENTION.
    1. Resource Database Definition. As used herein, “Resource Database” means the proprietary database of storm-response resources maintained by KYRO, including any names, contact information, or other identifying information relating to individuals or entities who provide, or are available to provide, storm-response services for or on behalf of KYRO. “KYRO-Introduced Resource” means any individual or entity in the Resource Database whom Customer first identified, contacted, or engaged through the Services or through KYRO, excluding any individual or entity that Customer employed or engaged during the twelve (12) months before such introduction or that responds to Customer’s general solicitations not targeted at such individual or entity. As used in Sections 13 and 14, “Affiliate” has the meaning given in Section 3.c.
    2. Prohibited Acts. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration (the “Non-Solicitation/Non-Circumvention Period”), Customer shall not, and shall not cause, permit, or assist any of its Affiliates to, directly or indirectly, for any reason whether for its own account or for the account or benefit of any other individual or entity, and whether or not compensated, engage in the following conduct:
       1. Solicit or Induce Personnel. Solicit, induce, enter into any agreement with, or attempt to influence any individual or entity who is an employee, independent contractor, consultant, or representative of KYRO, to:
          1. Terminate or reduce his/her/its employment, consulting, representative or resource relationship with KYRO; or
          2. Accept employment or enter into any consulting, representative, partnership or resource relationship with Customer, any Affiliate of Customer, or any other individual or entity that competes with, provides or replaces KYRO’s services.
       2. Non-Circumvention of Resource Database.
          1. No Downloading or Copying. Download, copy, reproduce, extract, or retain the Resource Database (in whole or in part) other than as strictly necessary to use the Services in accordance with this Agreement.
          2. No Use Outside Agreement. Use any information contained in the Resource Database to circumvent or avoid payment of subscription fees to KYRO or otherwise to obtain storm-response services outside the scope of this Agreement, except upon payment of the Conversion Fee under Section 13.c.
    3. Conversion Fee. If, during the Non-Solicitation/Non-Circumvention Period, Customer or any of its Affiliates directly employs or engages a KYRO-Introduced Resource other than through the Services, Customer shall pay KYRO a conversion fee of Five Hundred Dollars ($500) for each KYRO-Introduced Resource so employed or engaged (the “Conversion Fee”), due within thirty (30) days after such employment or engagement begins. The parties agree that the Conversion Fee is a reasonable estimate of the value of KYRO’s sourcing, vetting, and introduction of the KYRO-Introduced Resource, which would be difficult to calculate precisely, and is not a penalty. Upon payment of the Conversion Fee, Customer may employ or engage that KYRO-Introduced Resource without further restriction under this Section 13.
    4. Remedies for Breach. Customer acknowledges and agrees that any breach of this Section 13 will cause irreparable harm to KYRO for which monetary damages would be an inadequate remedy. In the event of any breach or threatened breach, the Customer agrees that KYRO shall be entitled to injunctive relief (including a temporary restraining order) and any other legal or equitable remedies available without the necessity of posting a bond.
    5. Reasonableness; Severability. Customer agrees that the restrictions contained in this Section 13 are reasonable in scope and duration and are necessary to protect KYRO’s legitimate business interests, including its proprietary Resource Database. If any provision of this Section 13 is held unenforceable by a court of competent jurisdiction, such provision shall be judicially modified only to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect.
14. NON-COMPETITION.
    1. Scope and Purpose. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration (the “Non-Competition Period”), Customer shall not, and shall not cause, permit, or assist any of its Affiliates to, directly or indirectly, whether as principal, agent, partner, officer, director, employee, consultant, advisor, shareholder (other than a passive investment of less than five percent (5%) of a publicly traded company), or in any other capacity:
       1. Competing Services. Develop, provide, or offer to third parties any software platform that is substantially similar to and directly competitive with the Services. For clarity, this Section 14 does not restrict Customer or its Affiliates from performing their own construction, restoration, vegetation management, or other field services, or from using other commercially available software; or
       2. Assistance to Competitors. Assist, further or perpetuate any individual or entity in engaging in activities that would be prohibited by this Section if undertaken directly by Customer or any of its Affiliates.
    2. Reasonableness. The parties agree that the restrictions in this Section 14 are reasonable and necessary to protect KYRO’s legitimate business interests, including KYRO’s confidential information, proprietary technology, Resource Database, and customer relationships.
    3. Breach and Remedies. Customer acknowledges and agrees that any breach or threatened breach of this Section 14 will cause irreparable harm to KYRO, for which monetary damages would be an inadequate remedy. In the event of any such breach or threatened breach, Customer agrees that KYRO shall be entitled to an injunction, restraining order, or other equitable relief, without the necessity of posting a bond, in addition to all other remedies available at law or equity.
    4. Severability. If any provision of this Section 14 is found to be unenforceable by a court of competent jurisdiction, then such provision shall be deemed modified only to the limited extent necessary to make it enforceable, and the remaining provisions of this Section shall remain in full force and effect.
15. Disputes.
    1. Informal Resolution. KYRO wants to address your concerns without the necessity of legal proceedings. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in section 16.e. If a dispute is not resolved within 30 days of notice, Customer or KYRO may bring a formal proceeding as described in this Section.
    2. Agreement to Arbitrate. Customer and KYRO agree to resolve any claims relating to or arising from this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Plano (TX), or any other location both Parties agree to in writing.
    3. Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the federal or state courts of Collin County, Texas solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and KYRO consent and agree to mandatory venue and personal jurisdiction in Collin County, Texas.
    4. CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND KYRO EACH AGREE THAT ANY CLAIMS, CAUSES OF ACTION, OR DISPUTES BETWEEN THE PARTIES SHALL NOT BE CONDUCTED AS, OR CONSOLIDATED WITH, A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE ACTION WHETHER SUCH PROCEEDING IS IN COURT, IN AN ARBITRATION, OR IN ANY OTHER FORUM. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION, SEEK RELIEF ON A CLASS BASIS, OR PARTICIPATE AS A MEMBER OF A CLASS IN ANY PROCEEDING AGAINST THE OTHER PARTY.
    5. WAIVER OF JURY TRIAL. CUSTOMER AND KYRO WAIVE ANY RIGHT THEY HAVE TO A TRIAL BY JURY FOR CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES.
    6. TIME LIMIT ON CLAIMS. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM BY CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES, OR IT IS PERMANENTLY BARRED.
16. Miscellaneous.
    1. Modification or Amendment. Neither this Agreement nor any Order Form may be modified or amended except in writing signed by an authorized representative of each Party. All prices and discounts shall be reflected on an Order Form (for enterprise customers, an Order Form signed by both Parties; for all other customers, the plan, pricing, and any promotion code accepted at checkout). No letter agreements or side deals concerning pricing or discounts shall be valid or enforceable and are strictly prohibited. Notwithstanding the foregoing, KYRO may modify its subscription fees in accordance with Sections 8.a and 8.i.
    2. Entire Agreement. This Agreement including all exhibits and attachments hereto, all Order Forms issued pursuant to the Agreement, and any policies referenced in the Agreement constitute the entire agreement between Customer and KYRO with respect to the subject matter of this Agreement and supersede and replace any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between this Agreement and an Order Form, the Order Form will control solely with respect to the pricing, quantities, subscription term, payment terms, and other commercial terms expressly set forth in that Order Form; this Agreement will control in all other respects.
    3. Governing Law. THE AGREEMENT AND ANY DISPUTE ARISING UNDER OR RELATING TO IT WILL BE GOVERNED BY DELAWARE LAW WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
    4. Severability. Unenforceable provisions will be modified to reflect the Parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
    5. Notice. KYRO may give notices under this Agreement by email to the email address of any Administrator on Customer’s account, through the Services, or by first class mail or overnight courier to Customer’s address on file. Notices given by email or through the Services are deemed given when sent; notices given by mail or courier are deemed given when received. Customer must send notices of breach, termination (other than non-renewal), indemnification claims, or other legal claims to KYRO Technologies, Inc., ATTN: Legal Notice, 9720 Coit Road, Suite 220-345, Plano, TX 75025, by first class mail or overnight courier, with a copy by email to legal@kyro.us. Customer may give notices of non-renewal or cancellation by email to autorenewals@kyro.us, and other routine notices by email to legal@kyro.us. Notices from Customer are deemed given when received by KYRO.
    6. Waiver. A waiver of any breach or default is not a waiver of any subsequent breach or default.
    7. Assignment; Successors; Change of Control. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement, whether voluntarily, by merger, by operation of law, through a Change of Control, or otherwise, without KYRO’s prior written consent, which KYRO may withhold or condition in its discretion, including on the successor’s written assumption of all of Customer’s obligations, payment of all amounts due, and the successor not being a competitor of KYRO. “Change of Control” means (i) the acquisition by any person or group of more than fifty percent (50%) of Customer’s voting interests; (ii) a merger, consolidation, or reorganization of Customer; or (iii) the sale or transfer of all or substantially all of Customer’s assets, or of the business or operations that use the Services. Customer will notify KYRO in writing within thirty (30) days after any Change of Control. Following a Change of Control, KYRO may, by written notice given within ninety (90) days after KYRO learns of it, (a) terminate this Agreement, with a refund of prepaid fees and data export as described in Section 9.c, or (b) require Customer or its successor to enter into a new Order Form at KYRO’s then-current pricing. KYRO may assign this Agreement or any rights or obligations under this Agreement without Customer’s consent, and will notify Customer of any assignment other than to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of KYRO’s assets. This Agreement is binding on and benefits the parties and their respective successors and permitted assigns, and any successor to Customer by merger, operation of law, Change of Control, or acquisition of the business or assets that use the Services is bound by this Agreement whether or not KYRO has consented to the transfer. Any attempted transfer or assignment by Customer in violation of this Section is void as against KYRO, without limiting KYRO’s other rights and remedies.
    8. Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between KYRO and Customer. KYRO and Customer are independent contractors with respect to each other. KYRO may use its affiliates and subcontractors to perform its obligations under this Agreement and remains responsible for their performance.
    9. Force Majeure. Except for payment obligations, neither KYRO nor Customer will be liable for inadequate performance to the extent caused by a condition or event that was beyond the party’s reasonable control (for example, natural disaster, fire, act of war or terrorism, riot, labor condition, governmental action, epidemic, pandemic, materials shortages, and Internet disturbance).
    10. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this Section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
    11. Export Restrictions. The export and re-export of Customer Data via the Services may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Services may not be used in any country or region that is subject to comprehensive U.S. sanctions or embargo (currently including Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine) and Customer must not use the Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Services are not provided to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. Customer represents and warrants that neither Customer nor any of its owners, Subsidiaries, Affiliates, or End Users is the subject of U.S. sanctions or appears on any of those lists.
    12. Publicity. Customer grants KYRO a non-exclusive, worldwide, royalty-free right to use Customer’s name, logo, and trademarks to identify Customer as a KYRO customer on KYRO’s websites and in marketing materials, presentations, press releases, social media, and other promotional materials, and to describe Customer’s use of the Services in case studies and similar materials. Notwithstanding Section 7, the fact that Customer uses the Services is not Confidential Information. KYRO will not publicly disclose Customer Data or Customer’s other Confidential Information under this Section without Customer’s consent, and KYRO is responsible for obtaining any consent required from individuals whose names, images, or statements are used. KYRO may continue to use materials created before this Agreement terminates or expires.
    13. Public Entity Customers. If Customer is a governmental entity or other public body, including a municipal utility, public power district, or public cooperative (a “Public Entity”): (i) Customer’s disclosure of this Agreement or KYRO’s Confidential Information as required by an applicable public records law is not a breach of Section 7, provided Customer notifies KYRO promptly, to the extent permitted by law, so that KYRO may seek protection under any available exemption; (ii) if Customer’s governing body does not appropriate funds for a renewal term or future fiscal period, Customer may terminate this Agreement effective at the end of the last funded period by written notice to KYRO at least thirty (30) days before that date, and KYRO has no obligation to refund fees paid for any funded period; and (iii) to the extent applicable law prohibits Customer from agreeing to any provision of this Agreement, that provision applies only to the extent permitted by law, and the parties may address it in the Order Form, which will control as to that provision notwithstanding Section 16.b.
    14. Electronic Signatures and Counterparts. Order Forms and amendments may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument. Electronic acceptance of this Agreement and electronic signatures have the same legal effect as handwritten signatures.