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EXHIBIT A
<br /> NONINFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED. SEW DOES NOT WARRANT THAT THE
<br /> SERVICES ARE OR WILL BE ERROR-FREE OR MEET ALL CUSTOMER REQUIREMENTS. WITHOUT LIMITING THE FOREGOING,
<br /> SERVICES MAY BE SUBJECT TO LIMITATIONS OF THE TELECOMMUNICATIONS PROVIDER, HOSTING ENVIRONMENT, DELAYS,
<br /> INTERNET SERVICE PROVIDER,THIRD PARTIES,ACTIONS OR INACTIONS OF THE CUSTOMER,AND OTHER PROBLEMS INHERENT
<br /> TO THE USE OF MASS-MARKET NOTIFICATION SERVICES AND ELECTRONIC COMMUNICATIONS.SEW IS NOT RESPONSIBLE FOR
<br /> ANY DELAYS, DELIVERY FAILURES, DELETIONS, LOSS OF DATA,DATA CORRUPTION,THIRD-PARTY PUBLICATION, OR OTHER
<br /> DAMAGES RESULTING FROM SUCH PROBLEMS NOT CAUSED BY SEW OR OUTSIDE OF SEWS REASONABLE CONTROL.TO THE
<br /> EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW,THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY
<br /> WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.SEW SHALL NOT BE LIABILE AND WILL HAVE NO OBLIGATION TO INDEMNIFY
<br /> CUSTOMER FOR END USER DATA OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION SENT TO SEW.
<br /> 6.2. LIMITATION OF LIABILITY. IN NO EVENT WILL SEWS AND ITS LICENSORS'TOTAL AGGREGATE LIABILITY ARISING FROM OR
<br /> RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID FOR THE NOTIFICATION SERVICES UNDER THIS AGREEMENT
<br /> DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE SUCH CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY
<br /> APPLICABLE LAW,AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE,IN NO
<br /> EVENT WILL SEW OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL,INDIRECT,INCIDENTAL,
<br /> SPECIAL OR SIMILAR DAMAGES,INCLUDING WITHOUT LIMITATION,ANY LOST PROFITS,OPPORTUNITIES,DATA,OR USE,ARISING
<br /> OUT OF THE USE OR INABILITY TO USE THE SERVICES,EVEN IF SEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
<br /> OR A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
<br /> 6.3. Recordings and Communications Monitoring.In the event Customer records or monitors any SMS messages,IVR communications,or other
<br /> communications using the Services,then Customer represents and warrants that it shall comply with all applicable laws prior to doing so at all
<br /> times. SEW makes no representations or warranties with respect to recording or monitoring telephone calls/IVR communications, SMS
<br /> messages,or other communications,and recommends that Customer always secure prior consent to record or monitor communications using
<br /> the Services.Customer acknowledges that these representations,warranties,and obligations are essential to SEW's ability to provide the
<br /> Services,and further agrees to indemnify SEW and its affiliates or providers in the event of any acts or omissions in connection with recording
<br /> or monitoring IVR communications,SMS messages,or other communications,whether such claims arise under contract,tort,statute,or other
<br /> legal theory.
<br /> 7. Additional Terns
<br /> 7.1. Short Codes.If Customer utilizes a short code with SEW as a part of the Services,Customer:
<br /> a) Shall not change the short code use case without first having such new use case approved by SEW or the applicable provider.
<br /> b) Shall stop sending additional messages to any party that replies by texting"STOP°(or the equivalent)to the short code,except for a single
<br /> text message confirming that such party has been successfully opted out of the short code.
<br /> c) Shall follow all applicable rules,regulations,laws,statutes,or guidelines set by state,local,or federal legal authorities,or as imposed by
<br /> SEW or its affiliates,providers,etc.pertaining to the use of short codes or voice recordings.
<br /> 7.2. Compliance with Laws.Both Customer and SEW agree to comply with the applicable laws relating to each Party's respective activities pursuant
<br /> to this Agreement.
<br /> 7.3. No Waiver.Our failure to enforce at any time,any provision of this Agreement,or any other applicable policy or signed writing in connection
<br /> hereto shall not waive our right to do so later.Any waiver must be in writing and signed by both Parties to be legally binding.
<br /> 7.4. Independent Contractors.The Parties are independent contractors and will so represent themselves in all regards.Neither Party is the agent
<br /> of the other,and neither may make commitments on the other's behalf.
<br /> 7.5. Force Majeure.No delay,failure,or default,other than a failure to pay fees,will constitute a breach of this Agreement to the extent that such
<br /> delay,failure,or default,or any other breach is caused by acts of war,terrorism,earthquakes,other ads of God or of nature,strikes or labor
<br /> disputes,embargoes,or other causes beyond the performing Party's reasonable control.
<br /> 7.6. Assignment&Successors.Customer may not assign this Agreement or any of its rights or obligations hereunder without Providers prior
<br /> written consent.Except to the extent forbidden herein,this Agreement will be binding upon and inure to the benefit of the Parties'respective
<br /> successors and assigns.Any attempt to assign,transfer,or delegate the terms under this Agreement shall be null and void.
<br /> 7.7. Notices.Any notice required or permitted to be given under this Agreement will be given in writing to the receiving Party by personal delivery,
<br /> certified mail,return receipt requested,overnight delivery recognized by a nationally recognized carrier,or by email upon confirmation of receipt.
<br /> Notices to SEW shall be copied to contracts(Csew.ai.
<br /> 7.8. Modification.Modifications to the Services and associated fees thereof may be made from time to time,and any modifications made to the
<br /> Services,or associated fees,shall be noticed to the Customer thirty(30)days prior to such modifications taking effect.
<br /> 7.9. Severability.To the extent permitted by law,the Parties waive any provision of law that would render any clause of this Agreement invalid or
<br /> unenforceable.In the event that a provision herein is held to be invalid or unenforceable,such provision will be interpreted to fulfill its intended
<br /> purpose to the maximum extent permitted by law,and the remaining provisions of this Agreement will continue in full force and effect.
<br /> 7.10. Choice of Law&Jurisdiction:This Agreement will be governed by the laws of the State of California,without reference to any conflicts of law
<br /> principles.The Parties consent to the personal and exclusive jurisdiction of the federal and state courts of Orange County,California.
<br /> 7.11. Conflicts.Should this Agreement conflict with any other agreements,this Agreement will govern.
<br /> 7.12. Construction.The Parties agree that the terms of this Agreement result from negotiations between them.This Agreement will not be construed
<br /> in favor of or against either party by reason of authorship.
<br /> 7.13. Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings,
<br /> negotiations,and discussions with respect to its subject matter,with the exception of an applicable license agreement, SaaS subscription
<br /> agreement,or statement of work.Neither Party has relied upon any such prior or contemporaneous communications except those expressly
<br /> referenced and named herein.
<br /> 7.14. Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original,but all such
<br /> counterparts will constitute a single instrument.
<br /> 7.15. Amendment.This Agreement may only be amended in writing by authorized representatives of each Party.
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