CARO - General Terms and Conditions

The following capitalized terms will have the following meanings whenever used in this Agreement.‍
‍1.1. “Affiliate” means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.‍
‍1.2. “AUP” means Spherity’s Acceptable Use Policy, attached hereto as Schedule A.
‍‍1.3. “Authorized Administrator” means Customer’s Main Contact, Technical Administrators and Financial Administrator.‍
‍1.4. “Cardinal Obligation” means a material contractual duty; namely, an obligation whose breach would jeopardize the achievement of the contractual purpose, as well as an obligation whose fulfillment enables the proper performance of the Agreement in the first place and on compliance with which the Customer can generally rely.‍
‍1.5. “Contractor” means Customer’s independent contractors and consultants who are not competitors of Spherity.‍
‍1.6. “Customer Data” means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer’s Users.‍
‍1.7. “Damages” means either Party’s claims for reimbursement of expenditures and damages.‍
‍1.8. “Documentation” means Spherity’s standard manual related to use of the System, as well as then-current published guides, manuals and online help that describe the functions, operation and use of the System as may be updated from time to time by Spherity.
‍‍1.9. “End Date” is the date when Spherity’s performance obligations as per Order cease and Customer is no longer entitled to the respective Service delivery.
‍‍1.10. “Enterprise Identity” means the representation of the Customer’s legal entity via a unique identifier within the System.‍
‍1.11. “Main Contact” means the primary Customer contact for onboarding.‍
‍1.12. “Offer” means a binding proposal of performance obligations made by Spherity to Customer as applicable and valid at the time of its communication to Customer through any appropriate written means, such as, but not limited to, offer form, website, or email.
‍‍1.13. “Order” means the binding approval by Customer of a specific Offer and request for its execution in exchange for payment to Spherity in accordance with the specified payment terms and conditions.
‍‍1.14. “Order Date” is the date when Spherity’s performance obligations as per Order commence and Customer is entitled to the respective Service delivery.‍
‍1.15. “Party” means either Spherity or the Customer. Spherity and the Customer may hereinafter jointly be referred to as the “Parties.”‍
‍1.16. “Permitted User” means an employee or contractor of Customer or of Customer’s Affiliate who is authorized to use the System.
‍‍1.17. “Primary Access Location” means the primary (but not the only) location from which Customer will access the System.
‍‍1.18. “Privacy Policy” means Spherity’s Privacy Policy as it is amended from time to time, currently posted at caro.vc/privacy.‍
‍1.19. “Service” means Spherity’s CARO Service, which comprises the System and any additional support or further services by Spherity as stated in the Offer.‍
‍1.20. “SLA” means Spherity’s Service Level Agreement and Support Terms, which sets forth service level, support and service-specific terms, attached hereto as Schedule B.‍
‍1.21. “Spherity Technology” means (i) the System, Documentation, and any and all related and underlying technology and documentation and (ii) any intellectual property Spherity or its suppliers developed hereunder.‍
‍1.22. “Subscription Fee” means the fee set forth in the Offer and confirmed at its final amount in the Order.‍
‍1.23. “Subscription Term” is the period between the Order Date and the End Date and may run under an automatic renewal arrangement as specified in the Order.‍
‍1.24. “System” means Spherity’s SaaS-based CARO application and any applicable features and directly related services.
‍‍1.25. “Total Fee” is the final amount payable by Customer to Spherity as per Order.‍
‍1.26. “User” means any individual who uses the System on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.‍
‍1.27. “Usage Metric” means the standard of measurement used to determine the Total Fee set forth in the Order.

2.1 Use of the System. Spherity will provide Customer with one or more account(s) for use of the System during the stated Subscription Term as specified in the Order. Customer may access and use the System solely for its own benefit and for the intended purposes and only in accordance with this Agreement or the Documentation. For clarity, the System is provided on a remote, software-as-a-service basis. To the extent any software code is provided, Spherity grants Customer a non-exclusive, non-sublicensable, non-transferable license to internally use such software for the purpose of accessing and using the System. If applicable, use of and access to the System is permitted only by Permitted Users.
2.2. Enterprise Identities. Customer’s account will include the number of Enterprise Identities specified in the Order.
2.3. Support. During the Subscription Term, Spherity’s Service shall include support for Permitted Users in accordance with the service level stated in the Order. Spherity’s Service Level Agreement and Support Terms can be found in Schedule B.
2.4. Service Limitations. Spherity shall operate the System in substantial conformity with the applicable Documentation and any applicable Service agreements supplementary to this Agreement. Spherity does not assure that Customer’s use of the System will be uninterrupted or error-free. Spherity will not review the Customer Data for accuracy and will not maintain the Customer Data. Other than pursuant to any applicable service level agreement and associated credits, Spherity shall not be liable for delays, interruptions, service failures and other problems inherent in the use of the internet and electronic communications or other systems all of which are outside the reasonable control of Spherity.
2.5. Documentation. Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the System.
2.6. System Revisions. Spherity may revise System features and functions or the SLA at any time. Changes made to the System will be documented and communicated to Customer as appropriate and with reasonable notice. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.
2.7. Professional Services; Training.To the extent set forth in the Order, Statement of Work, or as otherwise agreed to by the Parties in writing, Spherity shall provide training and professional services in support of the implementation and use of the System.

3.1. Term. This Agreement is effective as of the date at which both Parties accept all the terms and conditions of this Agreement, and expires at an expiration date agreed to by both Parties or terminates as set forth below. Where Spherity offers a fully automated purchasing process, (a) Spherity’s acceptance of this Agreement in its unmodified, then-current version is implied without the need for any such explicit statement as soon as Customer accepts the same Agreement; (b) this Agreement expires at the End Date of the Subscription Term.
3.2. Termination. Either party may terminate this Agreement on written notice if there are no Orders in effect. In addition, either party may terminate this Agreement upon written notice if the other party (a) ceases operation without a successor; or (b) is affected by a significant deterioration in its financial circumstances. An indication of such deterioration may also be, inter alia, that a creditor pursues enforcement against the assets of the respective party. Other rights under statutory provisions to terminate the Agreement for good cause remain unaffected. For clarity, termination of this Agreement automatically terminates all underlying Orders.
3.3. Effects of Termination. Upon termination of this Agreement, (i) Customer shall immediately cease all use of and access to the System (including any and all Spherity Technology) and (ii) each party shall return to the other party (or destroy) such other party’s Confidential Information (subject to Section 3.4 below). Termination of this Agreement is not an exclusive remedy and the exercise of either party of any remedy under this Agreement shall be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
3.4. Customer Data. During the thirty (30)-day period immediately following expiration or termination of this Agreement, Spherity shall provide Customer with access to the Customer Data for retrieval. Thereafter, Spherity is under no obligation to keep or make available to Customer any Customer Data.
3.5. Survival. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay Subscription Fees, including any penalties, incurred before termination; (b) Articles and Sections 3 (Term and Termination), 5.1 (Protection of personal data), 6.1 (Acceptable Use), 7 (Ownership), 8 (Confidential Information), 9.3 (Warranty Disclaimers), 10 (Indemnification), and 11 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

4.1. Offer and Order. Spherity makes a binding written Service proposal in the Offer which is valid at the time of its communication to Customer and any period thereafter as explicitly stated. Unless bound by a fully automated purchase process, Customer may negotiate the details of the Offer which may result in the original Offer and the resulting Order differing in their details. In any case, the Order constitutes (a) a binding approval by Customer of a specific Offer and any terms and conditions stated in the applicable Offer are also considered stated in the Order; and (b) request for Order execution in exchange for payment to Spherity in accordance with the specified payment terms and conditions.
4.2. Subscription Term and Renewals. This Subscription shall be effective as of the Order Date and remain valid for the period stated in the Order. This Subscription will automatically be terminated by Spherity at the End Date if applicable and unless otherwise terminated as set forth in sections 3 and 4. Where no End Date or termination is explicitly stated, each Order shall automatically renew for successive Subscription Terms of equal length to the initial Subscription Term unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term. Except as explicitly provided for in the previous sentence, termination for convenience of an Order by either party is not permitted.
4.3. Fees and Payment. Customer shall pay Spherity the Subscription Fee for each Subscription Term as specified in the Order. Fees are based on the Offer and any Usage Metric as set forth in the applicable Order and shall be paid by Customer within thirty (30) days of the Order Date set forth in the applicable Order (or the anniversary thereof for each Subscription Term) unless otherwise specified in the applicable Order. Unpaid fees will accrue interest at the maximum legal rate. Customer purchase orders are for administrative convenience and not a condition of payment. Payment is not dependent upon completion of any implementation or other services.
4.4. Invoicing. Unless agreed otherwise in writing between the Parties, Subscription Fees will be charged by Spherity and paid by Customer as specified in the Order. Spherity may provide invoices to an email address provided by Customer. Except for mutually agreed upon Subscription Fee increases, Subscription Fees for each Subscription Term will be equal to the amount payable in the immediately preceding Subscription Term pertaining to the same Order. Customer will reimburse Spherity for all pre-approved (by Customer), reasonable, and appropriately documented travel and related expenses incurred by Spherity in performing the Service.
4.5. Adjustment of Fees. Spherity may reasonably adjust the Subscription Fees charged to Customer hereunder on written notice delivered to Customer at least sixty (60) days prior to the enforcement date of the new Subscription Fee schedule. The new Subscription Fees will be applicable to Customer’s next Subscription Term immediately following the end of the stated notice period. Not raising fees is not a waiver of Spherity’s right to do so. Subscription Fee adjustments also apply if Customer elects to reduce the Service from the then-current to consecutive Subscription Terms. Except as expressly set forth in Sections 2.3 (Support) and 2.4 (Service Limitations), 3.2 (Termination), 3.3 (Effect of Termination, 9 (Representations & Warranties), and 11 (Limitation of Liability) all fees are non-refundable.
4.6. Taxes. Amounts due as per Order are payable to Spherity without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source. If applicable law requires withholding or deduction of such taxes or duties, Customer shall separately pay Spherity the withheld or deducted amount. However, the prior two sentences do not apply to taxes based on Spherity’s net income.
4.7. Suspension of Service. If Customer’s account is ten (10) days or more overdue, in addition to any of its other rights or remedies, Spherity reserves the right to suspend Customer’s access to the Service without liability to Customer until such amounts and any applicable penalties are paid in full.

5.1 Protection of Personal Data. Personal Data, defined as any information relating to an identified or identifiable natural person shall be afforded all of the protections set forth in these terms and conditions. In addition and without limiting the terms generally applicable to Personal Data, the parties agree that each party will process, apply, view and use the Personal Data only to the extent necessary to comply with this Agreement. Neither party will transfer or otherwise permit the use of the other party's Personal Data unless expressly directed or authorized by the other party. Both parties will comply with applicable laws and best practices relating to privacy and data security.
5.2. Data Security. Both parties shall fully comply with the data protection and privacy legislation in all relevant jurisdictions and shall ensure that its respective employees, agents, and contractors observe the provisions of that legislation. Both parties represent that they have developed and implemented any policies and procedures, including covenants where appropriate, that it will maintain effective information security policies and procedures that include administrative, technical, and physical safeguards designed to (i) ensure the confidentiality, security, integrity and availability of information provided hereunder; (ii) protect against anticipated threats or hazards to the confidentiality, security, integrity and availability of such information; (iii) protect against unauthorized access or use of such information; and (iv) ensure the proper disposal of such information. Either party shall promptly notify the other party of (i) any breach of confidentiality or security, applicable to this Agreement, by itself or any of its agents or subcontractors, (ii) unauthorized disclosure of Customer’s data, or (iii) any breach of information security policies or procedures in regards to this Agreement. Notice shall be provided no later than twenty-four (24) hours upon discovery of the breach.

6.1 Acceptable Use. Customer shall comply with the AUP.
6.2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. If Customer is given passwords to access the System, Customer shall require that all Permitted Users keep user ID and password information strictly confidential and do not share such information with any unauthorized person. Customer shall notify Spherity immediately of any known or suspected unauthorized use of the System or breach of its security regarding the System and shall use best and reasonable efforts to stop said breach if applicable. Customer shall be responsible for actions taken using Customer’s accounts and passwords.
6.3. Compliance with Laws. In its use of the System, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
6.4. Users & System Access. Customer is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer’s account, whether authorized or unauthorized. Customer may permit its Contractors and employees and Contractors of its Affiliates to serve as Permitted Users; however, Customer remains responsible for compliance by each such Contractor with all of the terms and conditions of this Agreement and any such use of System by such Contractor shall be for the sole benefit of Customer.

7.1. IP Rights to the System. Customer acknowledges that no intellectual property rights are assigned or transferred to Customer hereunder. Customer is obtaining only a limited right to the Spherity Services and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder. Customer agrees that Spherity or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to Spherity Technology.

8.1. Non-disclosure. Each party agrees that all Confidential Information constitutes the confidential property of the disclosing Party, so long as such information is identified as confidential at the time of disclosure or should be reasonably known by the receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Spherity Technology, performance information relating to the System, and the terms and conditions of this Agreement shall be deemed Confidential Information of Spherity without any marking or further designation. In addition, all fees, pricing, and contractual information shall be Spherity’s Confidential Information unless shared or published by Spherity. Except as expressly authorized herein, the receiving Party shall hold in confidence and not use or disclose any Confidential Information. The receiving Party’s nondisclosure obligation shall not apply to information which the receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the receiving Party; (iii) is rightfully obtained by the receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees or Contractors of the receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the disclosing Party).
8.2. Injunction. Each Party agrees that breach of this Article 8 would cause the other Party irreparable injury, for which monetary Damages would not provide adequate compensation, and that in addition to any other remedy, the first Party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
8.3. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto.
8.4. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Customer is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:
(a) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.(b) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual- (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

9.1. From Spherity. Spherity represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the System set forth in this Agreement without the further consent of any third party. Spherity’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Spherity. In the event of a breach of the warranty in this Section 9.1, Spherity, at its own expense, shall promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Subscription Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Spherity’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 9.1 and for potential or actual intellectual property infringement by the System.
9.2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
9.3. Warranty Disclaimers. EXCEPT TO THE EXTENT SET FORTH IN ANY APPLICABLE SLA AND IN SECTION 9.1 ABOVE, CUSTOMER ACCEPTS THE SYSTEM “AS IS'' AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

10.1. Customer shall indemnify, defend and hold harmless Spherity from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to (a) Customer Data or Customer’s breach of Section 5 of this Agreement, or (b) any unauthorized or illegal use by Customer of the System. This indemnification obligation shall not apply in case Customer is not responsible for the respective third party claims, costs, damages, losses, liabilities and expenses and is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of Spherity at Customer’s expense.

11.1. Spherity is liable for Damages in cases of intent and gross negligence, while in other cases of negligence, it is liable only for injury to life, limb, or health. Customer's claims will be limited to Damages in the amount of the typically foreseeable damage in the event of a breach of Cardinal Obligation due only to minor negligence and not resulting in injury to life, limb, or health. Any further liability for Damages is excluded, and the limitation or disclaimer of Spherity's liability also applies to its legal representatives, employees, and vicarious agents.

12.1. This Agreement may be amended only in writing mutually accepted by both Parties. Where Spherity offers a fully automated process, Spherity’s acceptance of an amended Agreement is implied without the need for any such explicit statement as soon as Customer accepts the same Agreement.
12.2. The amended Agreement will become effective and binding at the date indicated in the notice of the amendment. Spherity will provide Customer with notice of the amendment by email. If Customer does not agree with the amendment, Customer must notify Spherity in writing within thirty (30) days after Spherity has sent notice of the amendment. Following such notice by Customer, the subscription will continue to be governed by the Agreement prior to the amendment until the next Subscription Term renewal date, after which the then-current amended Agreement will apply. However, if Spherity can no longer reasonably provide the subscription under the Agreement prior to amendment (for example, if the revisions are required by law or result from general product changes), then the Agreement and affected Service will terminate upon Spherity’s notice to Customer in accordance with the provisions in Section 3 (Term and Termination) of this Agreement. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

13.1. Independent Contractors. The Parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
13.2. Subcontractors. Spherity may use the services of subcontractors for performance of services under this Agreement. However, Spherity remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) the overall performance of the System as required under this Agreement.
13.3. Notices. Any notice or communication required or permitted under this Agreement shall be in writing to the Parties at the addresses set forth on the Order or at such other address as may be given in writing by either Party to the other in accordance with this Agreement and shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; (iv) if sent by email, the first business day following dispatch, provided each Party has whitelisted the other one’s email address.
13.4. Authorized Administrators. Only Authorized Administrators may contact Spherity Customer Support. Spherity will provide confirmation that Customer’s Order has been processed (which includes the confirmed Order Date) to the Main Contact named in the Order. Contact information of Authorized Administrators provided by Customer in the Order or other relevant written communication will be used by Spherity to communicate downtimes and incidents. Customer will notify Spherity of any changes in contact information of the Authorized Administrators.
13.5. Primary Address Location. If Customer does not provide a Primary Access Location in the Order, Spherity will incorporate a default Primary Access Location to Customer’s sold-to address.
13.6. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
13.7. Assignment & Successors. This Agreement shall bind and insure to the benefit of each party’s permitted successors and assignees. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement (i) to an Affiliate of the assigning party, or (ii) in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities, in either case with notice to the other party. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 13.7 shall be null and void.
13.8. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
13.9. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
13.10. Choice of Law & Jurisdiction. This Agreement and all claims arising out of or related to this Agreement will be governed by the law of the State of New York, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The Parties consent to the personal and exclusive jurisdiction of the federal and state courts of the State of New York, New York County. This Section 13.10 governs all claims arising out of or related to this Agreement, including without limitation tort claims.
13.11. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs in connection with such action.
13.12. Conflicts. In the event of any conflict between this Agreement and any Spherity policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.
13.13. Construction. The Parties agree that the terms of this Agreement will not be construed in favor of or against either Party by reason of authorship.
13.14. Technology Export. Customer shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Spherity or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the System in, or export such software to, a country or other destination subject to a United States embargo.
13.15. Entire Agreement. In the absence of a separately negotiated valid and, in its subject matter and scope, substantially equivalent agreement signed by both Parties, this Agreement sets forth the entire agreement of the Parties and supersedes all other prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.

Customer shall comply with the AUP. Customer shall not (and shall not allow any third party to):
1. Rent, lease, copy, provide access to or sublicense any part of the System to a third party;
2. Use the System to provide or incorporate the System into any product or service provided to a third party;
3. Reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the System (although the foregoing restrictions on reverse engineering and decompilation shall not apply if and to the extent prohibited by applicable law - and then only upon advance notice to Spherity);
4. Modify the System or create any derivative product from any of the foregoing;
5. Remove or obscure any proprietary or other notices contained in the System (including any reports or data printed from the System); or
6. Publicly disseminate information regarding the performance of the System.
All of the foregoing restrictions shall also apply to the Documentation and to any software provided by Spherity. In the event that it suspects any breach of the requirements of the Agreement, including without limitation by Users, Spherity may suspend Customer’s access to the System without advanced notice, in addition to such other remedies as Spherity may have.
Neither the Agreement nor this AUP requires that Spherity take any action against Customer or any User or other third party for violating the AUP or the Agreement, but Spherity is free to take any such action it sees fit.

This document states the Service Level and Support Terms for Spherity’s "CARO" offering and constitutes a Service Level Agreement (henceforth "SLA"). It is a supplement to the General Terms & Conditions and, hence, comes into effect at the time. This SLA includes and incorporates General Service Level and Support Terms, which apply to any CARO System provision, and Specific Service Level and Support Terms, which only apply if explicitly stated in the Order.

Neither Party shall be liable for any delay in performing or failure to perform its obligations (including any payment obligation) under these Service Level and Support Terms due to any cause outside its control including, without limitation, war, sabotage, compliance with statutory obligation (which renders impossible the provision of the respective service), failure or shortage of power supplies, acts or omissions of government or regulators (which renders impossible the provision of the respective service) or an act of terrorism and national emergencies. Such delay or failure shall not constitute a breach of these Service Level and Support Terms.

Spherity monitors the System, in which the System Availability of the software itself is checked on a regular basis.

Spherity provides application and technical support for the System.

1. Customer to Spherity
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Customer’s Authorized Administrators shall contact Spherity by email to atp@spherity.com for product-related questions or support@caro.vc for technical queries or Incident reporting. Further, Permitted Users may use the contact options provided at https://app.caro.vc/, which include a Trouble Ticket System (TTS) for the reporting of Incidents and other issues or upload of additional information.
For escalations, Customer’s Authorized Administrators shall contact Spherity by email to escalation@caro.vc.
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2. Spherity to Customer
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Customer communicates to Spherity contact details of Authorized Administrators as specified in the General Terms & Conditions. Customer may have up to five (5) named contacts to engage with Spherity customer support.
Aside from the communication channels mentioned in Section ‘Customer to Spherity’, Spherity also offers status pages and email notifications. The status of the System is available at: https://status.caro.vc/. In case of issues, Customer shall check the status pages. In case of a Severity 1 or Severity 2 Incident, Spherity shall update the applicable status pages during the process in order to update Customer about the resolution progress. Spherity shall also communicate any Agreed Downtime or Maintenance Window on the applicable status pages.
In case of Incidents discovered by Spherity, Spherity shall inform Customer within the periods described in the Specific Service Level and Support Terms.

All of the General Service Level and Support Terms above apply to any of the following Specific Service Level and Support Terms, which are each an extension of the General Service Level and Support Terms and apply to Spherity’s Service as stated in the specific Order.