Terms of Service

5.1Platform Ownership#

Digital Awesome retains all right, title, and interest in and to:

• The Digital Awesome platform
• All backend systems, infrastructure, architecture, APIs, databases, integrations, and services owned or developed by Digital Awesome
• All mobile application frameworks and underlying source code owned or developed by Digital Awesome
• All templates, libraries, reusable components, modules, utilities, and development tools owned or developed by Digital Awesome
• All application layouts, user interface designs, and reusable design components created by Digital Awesome, including Customer-specific visual designs created as part of Implementation Services or a custom design engagement
• All enhancements, improvements, modifications, derivative works, and updates to the foregoing
• All methodologies, processes, know-how, and technical materials owned or developed by Digital Awesome and used in providing the Services

The foregoing does not include Customer Data, Customer's brand assets and other Customer-provided materials, or technology, content, and materials owned by third parties. Incorporating any such items into the Services or a Customer-specific design does not transfer ownership of those items to Digital Awesome. Third-party technology and materials remain subject to their applicable license terms.

No ownership rights in Digital Awesome's platform, code, designs, or other proprietary materials are transferred to Customer under this Agreement. Payment for Implementation Services or a custom design engagement does not transfer ownership of the resulting application layouts, user interface designs, or reusable design components. Customer acknowledges that the mobile application delivered as part of Implementation Services is built upon Digital Awesome's proprietary platform and framework and requires an active Subscription to operate.

5.2License to Use the Services#

Subject to Customer's compliance with this Agreement and payment of all applicable fees, Digital Awesome grants Customer a limited, non-exclusive, non-sublicensable license during the term of an active subscription to access and use:

• The Digital Awesome platform
• The mobile application provided under the applicable Order, including the application layouts and user interface designs incorporated into it

Customer may use the Services for its business operations and to provide the application's intended shopping, loyalty, marketing, and other supported functionality to its customers and other authorized end users. This license includes the right to distribute the mobile application through applicable app stores and permit end users to download and use it for those purposes, subject to applicable app store terms and this Agreement. Such permitted end-user use does not authorize Customer to sublicense or resell the underlying platform, source code, or design materials as a separate product or service.

This license automatically terminates upon expiration or termination of the Agreement. Assignment or transfer of this license is governed by Section 13, including the exception stated there for a merger, acquisition, or sale of substantially all of Customer's assets.

5.3Customer Brand Assets#

As between the parties, Customer retains all right, title, and interest in and to:

• Customer's trademarks, logos, and branding
• Customer-provided marketing content
• Customer-provided product information
• Customer-provided creative materials

Customer grants Digital Awesome a limited, non-exclusive license during the term of this Agreement to use, reproduce, format, display, transmit, and incorporate these assets and materials into the mobile application and related Services solely as necessary to configure, develop, deliver, operate, maintain, and support the Services for Customer. Digital Awesome may permit its personnel and subcontractors to exercise these rights solely in performing those activities on its behalf. This license does not transfer ownership of Customer's assets or materials or authorize their use in another customer's application. Publicity rights are governed separately by Section 17.7, and Customer Data is governed by Section 6.

5.4No Source Code Transfer#

Nothing in this Agreement shall be construed to grant Customer ownership of, or access to, the source code of the Digital Awesome platform or any related framework, except as expressly agreed in a separate written agreement signed by both parties.

5.5Feedback#

Customer may provide suggestions, comments, or feedback regarding the Services. Digital Awesome may use such feedback without restriction and without obligation to Customer.

5.6Restrictions#

Customer shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the platform
• Modify, copy, or create derivative works based on the platform
• Rent, lease, sublicense, resell, or commercially exploit the platform except as expressly permitted
• Use the platform to build a competing product or service
• Circumvent or disable any security protections or technical limitations

The restrictions in this Section do not prohibit the application distribution and end-user use expressly permitted under Section 5.2 or configuration through the platform's supported features as authorized by Digital Awesome.

6.1Ownership of Customer Data#

As between the parties, Customer retains all right, title, and interest in and to all data, content, and information submitted to, collected by, or processed through the Services on Customer's behalf, including but not limited to customer lists, transaction data, marketing data, and operational data ("Customer Data"). Digital Awesome does not acquire ownership of Customer Data.

6.2Limited Right to Process#

Customer grants Digital Awesome a limited, non-exclusive right to host, process, store, transmit, and display Customer Data solely as necessary to:

• Provide and maintain the Services
• Perform integrations and support
• Monitor performance and security
• Improve and enhance the platform, subject to Section 6.3 and applicable law
• Comply with applicable legal obligations

Customer is responsible for the lawfulness of Customer Data it provides or directs Digital Awesome to collect and for providing the notices and obtaining the rights, permissions, and consents required for that collection and the processing Customer directs under this Agreement. Customer shall not instruct Digital Awesome to process Customer Data unlawfully. These responsibilities do not relieve Digital Awesome of its own obligations under applicable law.

Digital Awesome may permit its personnel, subcontractors, and service providers to process Customer Data solely as necessary to perform the activities authorized under this Agreement, subject to applicable confidentiality, security, and data protection requirements. Processing remains subject to applicable law and any data processing agreement signed by the parties. Nothing in this Section authorizes processing inconsistent with such requirements.

6.3Aggregated, Anonymized, and Analytical Data#

Subject to applicable law and any data processing agreement signed by the parties, Digital Awesome may generate and use aggregated, anonymized, or de-identified data derived from Customer Data for purposes including:

• Analytics and benchmarking
• Feature performance measurement
• Platform optimization and product development
• Machine learning model training
• Industry trend analysis
• Marketing and promotional materials
• Case studies and performance reporting

Data used for these purposes must be processed so that it cannot reasonably be used to identify, relate to, or be linked to an individual or an individual's device, identify Customer, or disclose Customer-specific confidential business information. Removing names or combining records alone is insufficient if the resulting data remains reasonably identifiable.

Digital Awesome will take reasonable measures to maintain such data in de-identified form and will not attempt to reidentify individuals from it. Where required by applicable law, Digital Awesome will publicly commit to maintaining and using the data in de-identified form and contractually require recipients to maintain applicable de-identification protections and not attempt reidentification.

As between the parties, Digital Awesome owns the resulting aggregated, anonymized, or de-identified datasets and analytical outputs, subject to the restrictions in this Section. This ownership does not transfer ownership of the underlying Customer Data or authorize use or disclosure of identifiable information beyond this Agreement and applicable law. The analytics, marketing, and model-training permissions in this Section do not authorize use of identifiable Customer Data for those purposes independently of providing the Services to Customer.

Digital Awesome may use Customer-specific performance metrics to provide Customer with strategic recommendations, insights, and performance analysis as part of the Services. Publication of identifiable Customer-specific metrics or case studies requires Customer's prior written consent. Publicity rights under Section 17.7 do not, by themselves, authorize publication of Customer-specific confidential information or identifiable end-user data.

6.4Data Security#

Digital Awesome will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, or use.

6.5Data Return and Retention#

Customer may request an export of Customer Data by written notice received within thirty (30) days after termination or expiration of the Services. Subject to applicable legal requirements, Digital Awesome will retain the Customer Data reasonably necessary to fulfill such a request during that thirty-day period and, if a timely request is received, until the export has been provided. Upon a timely request, Digital Awesome will provide a reasonable export in a standard format within a commercially reasonable period. This export process does not extend the subscription or require continued operation of the mobile application or Customer access to the platform.

The export includes Customer Data actually held by Digital Awesome and reasonably available for export. It does not include Digital Awesome's platform code, proprietary analytics methods, or datasets and outputs owned by Digital Awesome under Section 6.3, or data held solely by third-party providers. Customer remains responsible for obtaining data directly from those providers. Custom migration, conversion, integration, or other transition services require a separate written agreement addressing scope and any applicable fees.

After the thirty-day request period, or after providing an export timely requested during that period, Digital Awesome will delete or render inaccessible Customer Data from active systems within a commercially reasonable period, except to the extent retention is reasonably necessary for legal or regulatory compliance, security monitoring, audit requirements, or dispute resolution. Backup and archival copies may remain until overwritten or deleted through Digital Awesome's normal retention cycles, subject to applicable legal requirements. Except as required by applicable law, Digital Awesome has no obligation to retain or restore Customer Data for export requests received after the thirty-day period.

Any retained Customer Data remains subject to the confidentiality and security obligations of this Agreement and may be used only for the applicable retention purpose, export fulfillment, or as required by law. Properly de-identified data meeting Section 6.3 may be retained and used as permitted by that Section. Nothing in this Section overrides applicable legal requirements governing access, deletion, or retention.

6.6Security Incident Cooperation#

Digital Awesome will notify Customer without undue delay after becoming aware of unauthorized access to, acquisition, disclosure, loss, or alteration of personal data processed on Customer's behalf that compromises its security (a "Security Incident"), and in any event within any applicable legal or agreed data-processing deadline. Notice will describe the known nature and scope, affected data, mitigation steps, and a contact for further information, with material updates as information becomes available. Notice may be given to Customer's designated notice email or security contact and will not be delayed solely because an investigation is incomplete. Unsuccessful attempts that do not compromise such data are not Security Incidents under this Section.

Digital Awesome will take reasonable steps within its control to contain, investigate, and remediate a Security Incident and reasonably cooperate with Customer's legally required response. Customer will cooperate on affected accounts and communications. Each party remains responsible for notifications required of it by law; the parties will coordinate notices where reasonably practicable and legally permitted. Incident notice does not itself admit fault or liability. Nothing in this Section limits applicable law, confidentiality duties, or the liability provisions of this Agreement.

6.7Privacy Requests and Processing Addenda#

Customer is responsible for its customer-facing privacy notices and for determining and communicating lawful instructions for personal data processed on its behalf. Digital Awesome will reasonably assist Customer with applicable requests to access, correct, delete, or otherwise exercise rights over that data, taking account of the processing and information available to Digital Awesome. Unless legally required or authorized by Customer, Digital Awesome will direct requests received from Customer's end users to Customer rather than independently deciding their substance. Each party must meet legal duties applicable to it.

Where applicable law requires a data processing addendum or additional contract terms, the parties will execute the required addendum before the affected processing begins or continues without the required terms. It will address applicable processing roles, purposes, data and individual categories, duration, instructions, use restrictions, subprocessors, assistance, security, verification, transfers, and return or deletion as required for the relevant processing. The addendum controls conflicting personal-data processing provisions for its subject matter. General references in these Terms do not substitute for mandatory processing-contract requirements or authorize otherwise prohibited data use. Any separately agreed fees for additional assistance must not prevent assistance required by applicable law or the addendum.

7.1Fees#

Customer shall pay the implementation, subscription, and other fees and expenses specified in the applicable Order. The applicable Order sets the amounts, subscription commencement date, payment due dates, billing frequency, location-based pricing, minimum commitments, and renewal terms. If no rate is specified for authorized professional services, Digital Awesome's then-current professional services rate applies. Digital Awesome will invoice Customer in accordance with the applicable Order. Signed payment terms in the applicable Order control over inconsistent invoice terms. If neither the applicable Order nor another signed agreement states a due date for an amount, that amount is due within thirty (30) days after the invoice date. Late interest, collection costs, and failed-payment charges are governed by Sections 7.4 and 7.5.

7.2Expenses#

Customer shall reimburse Digital Awesome for all reasonable travel and other related expenses incurred by Digital Awesome in connection with performance of the Services, provided Digital Awesome obtains prior approval from Customer.

7.3Taxes#

Customer agrees to pay or reimburse Digital Awesome for all federal, state, dominion, provincial or local sales taxes, fees or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes on the net U.S. income of Digital Awesome).

7.4Interest and Collection Costs#

Customer shall pay simple interest on overdue fees and expenses at one and one-half percent (1.5%) per month (eighteen percent (18%) per year), or the maximum rate permitted by applicable law, whichever is less. Interest accrues daily from the applicable due date under Section 7.1 until payment, using the applicable annual rate divided by 365. Interest is calculated on the unpaid principal amount of the overdue fees and expenses and does not compound or accrue on interest, failed-payment charges, or collection costs. No separate flat late-payment penalty is imposed by this provision.

Customer shall reimburse reasonable collection costs, including reasonable attorneys' fees, to the extent permitted by applicable law and without duplicate recovery of costs charged under Section 7.5. Without waiving other rights or remedies, Digital Awesome may suspend Services if payment remains unpaid more than five (5) days after its due date. Suspension does not extend the Subscription Term or excuse payment obligations under the Agreement. Resumption of affected work is subject to current availability, and Digital Awesome is not responsible for scheduling delays caused by a permitted non-payment suspension.

7.5Failed or Returned Payments#

Customer shall maintain accurate payment information and sufficient funds or available credit for authorized payments when due. If a properly authorized payment for an amount actually due is returned unpaid, reversed, or declined for a reason attributable to Customer, Digital Awesome may charge one failed-payment handling fee of twenty-five dollars ($25), or the maximum amount permitted by applicable law, whichever is less, to the extent permitted by applicable payment-network rules. The fee is intended to compensate for reasonably anticipated payment-processing and administrative handling costs, not to impose a penalty. Digital Awesome will not assess the fee where the failure causes no processing or administrative handling cost.

The $25 fee is inclusive of bank, processor, and ordinary administrative handling costs for the failed payment; those same costs will not also be charged separately. No additional handling fee applies to unsuccessful automatic retries of the same underlying payment. No failed-payment fee applies to a failure caused by Digital Awesome's or its processor's error, an unauthorized debit, a duplicate or incorrect charge, or Customer's successful good-faith dispute of an erroneous charge. Initiating a good-faith dispute does not itself establish a fee obligation. An ACH return or card chargeback does not automatically establish Customer responsibility without consideration of its reason and the applicable rules.

Digital Awesome will notify Customer of the failed or returned payment and itemize the fee on an invoice or written notice. The underlying amount retains its original due date, and any interest on that amount remains governed by Section 7.4; interest does not accrue on the failed-payment fee. The failed-payment fee is due thirty (30) days after invoicing unless the signed Order provides otherwise. Retries and separate debits for fees require valid authorization and compliance with applicable law, payment-network rules, and processor requirements; this provision does not authorize otherwise prohibited retries or debits.

Digital Awesome may waive a failed-payment fee or elect not to assess it in a particular instance. Such a waiver or election does not waive its right to assess fees for future eligible failed payments. No fee may be assessed or collected except as permitted by applicable law and payment-network rules.

9.1Limited Warranty#

Digital Awesome warrants that Implementation Services will be performed in a professional manner consistent with industry standards. Digital Awesome warrants that Subscription Services will be provided using commercially reasonable care and skill. Digital Awesome does not warrant that the Services will be uninterrupted or error-free. Customer's sole and exclusive remedy for breach of this warranty shall be correction of the non-conforming Services.

9.2Disclaimer#

12.1Term#

The effective date of this Agreement, commencement and duration of each Subscription Term, and renewal and non-renewal requirements are specified in the applicable Order. This Agreement continues for the applicable term unless terminated earlier under this Section 12.

12.2Termination for Cause#

Failure by either party to comply with any material term or condition under this Agreement or an Order issued hereunder shall entitle the other party to give the party in default written notice requiring it to cure such default. If the party in default has not cured such default within thirty (30) days of receipt of notice, the notifying party shall be entitled, in addition to any other rights it may have, to terminate this Agreement (and all Orders issued hereunder) and/or the individual Order by giving notice effective immediately.

12.3Bankruptcy or Insolvency#

This Agreement or individual Order may be terminated immediately by either party through written notice in the event that either party ceases to carry on business as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of such party's assets.

12.4Effect of Termination#

Upon expiration or termination of this Agreement or an individual Order, the following applies to the expired or terminated Services:

• Customer shall pay all fees and other amounts accrued through the effective date of expiration or termination.
• Except where Customer properly terminates under Section 12.2 for Digital Awesome's material breach that remains uncured after the applicable notice and cure period, or Digital Awesome terminates under Section 12.7, expiration or termination does not relieve Customer of remaining minimum subscription payment commitments expressly stated in the applicable Order. Any such commitments remain subject to permitted location reductions under the applicable Order. Customer's cessation of use or request for early cancellation does not, by itself, create a right to terminate or eliminate those commitments. Any acceleration of payment is governed by the applicable Order; this Section does not independently accelerate amounts otherwise payable on their scheduled due dates.
• If Customer properly terminates under Section 12.2 for Digital Awesome's uncured material breach, or Digital Awesome terminates under Section 12.7, Customer has no obligation to pay subscription fees for periods after the effective termination date. Digital Awesome will refund prepaid subscription fees attributable to those periods, prorated where necessary, within a commercially reasonable period. Amounts accrued through the effective termination date remain payable.
• Implementation fees remain non-refundable once work has commenced, as provided in Section 1.1.
• Customer's license and access to the expired or terminated Subscription Services cease on the effective expiration or termination date. Digital Awesome has no obligation to continue hosting, maintaining, or supporting the affected mobile application after that date, except for obligations expressly stated to continue under this Agreement.
• Data export, retention, and deletion remain governed by Section 6.5, including the thirty (30) day period for requesting an export. Ending Customer's access or discontinuing hosting does not eliminate Digital Awesome's obligations under that Section.

Expiration or termination of an individual Order does not, by itself, terminate other Orders that remain in effect.

12.5Rights and Remedies#

The rights and remedies of each party provided in this Section 12 shall not be exclusive and are in addition to all other rights and remedies provided at law, in equity or otherwise under this Agreement or Orders hereunder.

12.6Survival#

Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12.4, 12.5, 12.6, 15, 16, 17 and 18, and any accrued rights to payment and remaining payment commitments preserved under Section 12.4, survive expiration or termination to the extent applicable to their subject matter. Any express duration or limitation stated in a surviving provision continues to apply. Survival of Section 5 preserves ownership rights and applicable restrictions but does not extend Customer's license or right to access or use the Services after expiration or termination. Survival of Section 6 remains subject to its data export, retention, and deletion provisions.

The confidentiality and data-use restrictions in Section 19.5 also survive expiration or termination, subject to Sections 4 and 6 and their applicable durations and limitations. Other project-collaboration obligations in Section 19 do not survive merely by reason of this provision.

12.7Customer Conduct and Participation#

Customer shall ensure that its representatives do not threaten, harass, or engage in abusive conduct toward Digital Awesome's personnel or subcontractors in connection with the Services. Customer shall also reasonably participate in the implementation process by responding to material requests for information, credentials, assets, decisions, approvals, or feedback needed to perform agreed work, and by attending or reasonably rescheduling agreed meetings necessary to advance that work.

Digital Awesome may invoke the termination process in this Section for threats, harassment, or abusive conduct, or for a repeated or prolonged failure to participate that materially prevents Digital Awesome from progressing the agreed implementation. Nonparticipation may include repeated failures to respond to material requests by reasonably communicated deadlines, repeated failure to attend or reschedule necessary agreed meetings, or prolonged failure to supply required materials, access, decisions, or approvals. An isolated missed email or meeting, an agreed absence, a reasonable request for additional time, or a good-faith complaint or disagreement about quality, scope, pricing, or contractual rights does not, by itself, justify termination under this Section. Customer is not required to approve non-conforming work or purchase additional services to satisfy its participation obligations.

Before terminating under this Section, Digital Awesome shall provide written notice under Section 14 describing the specific conduct or outstanding participation requirements, the material impact on the Services, and the reasonable steps needed to resolve the issue. Customer shall have thirty (30) days after receipt to correct the conduct or participation failure. For nonparticipation, Customer may resolve the issue by providing the outstanding items or by agreeing in writing with Digital Awesome to a reasonable participation and delivery schedule and complying with the obligations due during the cure period. Merely acknowledging the notice without taking the required corrective steps does not resolve the issue. If the issue remains unresolved after the cure period, Digital Awesome may terminate the affected Order by further written notice specifying the effective termination date. Digital Awesome may terminate this Agreement and other Orders only to the extent the unresolved conduct materially affects those Services as well.

Where Digital Awesome reasonably determines that a credible threat or serious safety risk requires immediate action, it may suspend affected work or communications to protect personnel while the issue is addressed and shall promptly provide written notice explaining the basis and reasonable requirements for safe resumption. Immediate protective suspension does not itself terminate the Agreement or eliminate the notice and cure process in this Section. Digital Awesome may require communications through a designated representative as reasonably necessary for safe continuation of the Services.

During a customer-caused delay, implementation hold, or the notice and cure period, billing and the Subscription Term continue as provided in Section 2. If Digital Awesome terminates under this Section, Customer remains responsible for amounts accrued through the effective termination date but is not responsible for subscription fees or remaining minimum subscription commitments for periods after that date, notwithstanding any contrary minimum-payment or acceleration provision in an Order. Digital Awesome will refund prepaid subscription fees attributable to periods after that date, prorated where necessary, within a commercially reasonable period. Implementation fees remain non-refundable once work has commenced as provided in Section 1.1. Data export, retention, and deletion remain governed by Section 6.5, including Customer's thirty (30) day period after termination to request an export.

This Section does not create a termination-for-convenience right for either party. It does not limit existing rights under Section 12.2 for an uncured material breach or change non-renewal or permitted location-reduction rights under the applicable Order.

12.8Protective Suspension#

Digital Awesome may promptly suspend only the access or Services reasonably affected where it reasonably determines suspension is necessary to contain an active security threat, compromised credentials, or unlawful use, or to comply with a legal requirement. Suspension will be proportionate in scope and duration. Digital Awesome will give advance written notice where reasonably practicable, or prompt notice afterward, explaining the basis and reasonable steps for restoration, unless legally prohibited or doing so would materially compromise security. Digital Awesome will restore affected access without undue delay once the basis for suspension is resolved and reasonably cooperate on mitigation.

A protective suspension is not termination and does not itself accelerate fees, extend the Subscription Term, or create an early-cancellation right. Payment obligations remain governed by the applicable Order and other provisions of this Agreement; this Section does not excuse Digital Awesome's own breach, eliminate an otherwise available refund or termination right, or permit withholding data or assistance required by Section 6 or applicable law. Any subsequent termination must follow the otherwise applicable termination provision. Nonpayment suspension remains governed by Section 7.4, and personnel-safety suspension by Section 12.7.

17.1Governing Law; Jurisdiction#

This Agreement shall be governed and construed under the laws of the State of Washington. In no event shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties hereto irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Spokane County, Washington.

17.2Entire Agreement; Modification#

This Agreement, together with its incorporated Schedules, Orders, exhibits, and addenda, constitutes the entire agreement between the parties concerning its subject matter. Customer agrees that it has not entered into this Agreement based on representations other than those contained in the Agreement. The version of these Terms of Service provided or made available to Customer when the applicable Order is signed initially applies, subject to updates under this Section.

Digital Awesome may revise these Terms of Service to address changes in the Services, operating practices, technology, applicable law, security, and customer collaboration requirements, including AI-assisted submissions. Each revision will identify its version date and prospective effective date. Digital Awesome will make the revised text available for Customer to review and retain. Publication on the website alone does not establish notice or acceptance of a material change.

Digital Awesome will give direct written notice of material changes at least thirty (30) days before their proposed effective date, by email under Section 14 and, where available, a conspicuous notice to Customer's designated administrator in the Platform. The notice will identify the material changes, link to or include the revised Terms, and explain the acceptance process. A shorter notice period may be used to the extent reasonably necessary to address applicable legal requirements or an urgent security risk, with as much advance notice as reasonably practicable. Shorter notice does not dispense with express acceptance where required under this Section. Nonmaterial corrections or clarifications that do not materially change either party's rights or obligations may take effect on the stated date after direct written notice.

Material changes apply to an existing Order only after Customer's authorized representative expressly accepts them through a clearly labeled electronic acceptance process in the Platform or another written acceptance. The acceptance screen must make the revised Terms available before acceptance and state that the representative is accepting them on Customer's behalf and has authority to do so. The parties agree that this electronic acceptance is an agreed method of amendment and does not require a separately signed SOW. Digital Awesome will retain the accepted version, acceptance date, and identity and account information identifying the accepting representative, and provide Customer a copy or means to retain the accepted Terms. An accepted update takes effect on the stated effective date or the acceptance date, whichever is later, and does not retroactively alter accrued rights or liabilities. Silence, ordinary login, continued use alone, and automatic renewal alone do not constitute express acceptance of material changes.

Until a material update is accepted, the previously applicable Terms continue to govern the existing Order. Digital Awesome may require express acceptance as a condition of a renewal or separately ordered new Services, subject to the applicable Order's notice and renewal requirements. Declining an update alone does not create an early-cancellation right, accelerate fees, or authorize suspension of already contracted Services. Existing rights concerning unlawful use, security risks, breach, and termination remain available under the otherwise applicable Agreement.

Updates under this Section do not change signed pricing, payment schedules, subscription duration, purchased scope, or expressly negotiated exceptions unless the parties expressly agree to those specific changes in a signed writing. Agreed commercial adjustment mechanisms, including renewal-pricing notices, remain effective according to their own terms. The applicable Order controls expressly stated project scope and commercial terms. A signed amendment or addendum expressly identifying an affected provision controls for its stated subject, and a general Terms update does not override that exception. Other amendments require a writing signed by both parties, except for electronic acceptance and other change processes expressly authorized by this Agreement. No purchase order or administrative ordering document adds to or varies this Agreement merely because Digital Awesome signs or initials it, unless it expressly constitutes such an amendment.

17.3Customer Affiliates#

Digital Awesome agrees that Customer's Affiliates shall be permitted to purchase Services under this Agreement, provided, however, that any such purchase(s) shall be evidenced by a separate Order and Customer and its Affiliate(s) shall be jointly and severally liable for the compliance by the Affiliate(s) with the terms and conditions of this Agreement. For purposes of this Agreement, the term “Affiliates” means any affiliated entity that Controls, is Controlled by, or is under common Control with a party to this Agreement, and the term “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of an entity through the ownership of voting securities (at least fifty-one percent (51%) of its voting or equity securities), contract, voting trust, or otherwise.

17.4Severability#

If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed reformed without further action by the parties to the extent necessary to make such provision or provisions enforceable.

17.5Waiver#

The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

17.6Export Control#

Customer acknowledges that the Services, software, and related materials may be subject to applicable export control laws and regulations, including the U.S. Export Administration Regulations. Customer shall not export or re-export such software or materials in violation of applicable export control laws or regulations.

17.7Publicity#

Digital Awesome may identify Customer as a customer of the Services and may use Customer's name, logo, and trademarks in Digital Awesome's marketing materials, website, and promotional content, subject to Customer's brand guidelines. Digital Awesome will not issue a press release referencing Customer without Customer's prior written consent.

18.1Mutual Indemnification#

Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party, its officers, directors, employees, agents, successors, and permitted assigns (each, an "Indemnified Party") from and against third-party claims, demands, actions, lawsuits, and governmental or regulatory investigations and enforcement proceedings, and resulting damages, liabilities, judgments, settlements, and reasonable attorneys' fees and legal expenses (collectively, "Losses"), to the extent arising directly from:

This Section applies to claims brought by third parties, including Customer's customers and governmental or regulatory authorities. It does not create indemnification rights for direct claims between Customer and Digital Awesome. Fines and penalties are included in Losses only to the extent indemnification for them is permitted by applicable law. Nothing in this Section limits the authority of any governmental or regulatory body or relieves either party of its own legal obligations.

18.2Exclusions#

Neither party shall be obligated to indemnify the other to the extent a claim or Loss is caused by:

Where a claim or Loss arises from the actions or omissions of both parties, indemnification obligations shall be allocated according to each party's respective responsibility. An exclusion applies only to the portion attributable to the excluded cause and does not eliminate indemnification for an otherwise covered portion.

18.3Indemnification Procedures#

The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim, investigation, or proceeding for which indemnification is sought. Failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced by such failure.

The Indemnifying Party shall have the right and obligation to assume and control the defense of any covered claim using qualified legal counsel of its choosing and at its own expense, subject to applicable law and any governmental or regulatory requirements governing participation in an investigation or proceeding.

The Indemnified Party shall reasonably cooperate in the defense and may participate through its own legal counsel at its own expense. Where an actual conflict of interest prevents joint representation, the Indemnified Party may retain separate counsel at the Indemnifying Party's reasonable expense to the extent required by applicable law.

Neither party may settle a claim in a manner that imposes liability, obligations, or an admission of wrongdoing upon the other party without that party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

If the Indemnifying Party fails to assume the defense of a covered claim within a reasonable period following written notice, the Indemnified Party may assume the defense and seek reimbursement of reasonable defense costs and settlements to the extent the claim is subject to indemnification under this Section.

18.4Relationship to Liability Limitations#

Digital Awesome's obligations under this Section, including defense costs, settlements, and judgments, are subject to the aggregate liability cap and exceptions in Section 10. Customer's obligations under this Section are not subject to that cap.

Section 11 does not exclude amounts payable to third parties under a covered judgment or settlement, or reasonable defense costs, that are otherwise indemnifiable under this Section. This clarification does not expand recovery for direct claims between the parties or alter the cap and exceptions in Section 10.

19.1Human Responsibility for Communications#

Customer shall designate an authorized human representative to consolidate project instructions, feedback, decisions, and approvals. Submissions must be relevant to the agreed Services, reasonably concise, and personally reviewed, understood, and adopted by that representative. Customer remains responsible for the accuracy, rights, and authority associated with its submissions, regardless of the tools used to prepare them. Automated agents may not independently issue instructions or approvals on Customer's behalf without Digital Awesome's prior written agreement.

19.2Submissions Digital Awesome Does Not Accept#

Unless expressly accepted in writing in advance, Digital Awesome does not accept or undertake to review, interpret, validate, implement, or respond substantively to:

• Customer-supplied application designs, wireframes, prototypes, code, or replacement interface concepts, whether AI-generated or otherwise;
• AI-generated brand guides, project briefs, specifications, strategy documents, or similar materials submitted in place of completing Digital Awesome's agreed discovery process;
• AI-generated application reviews, audits, revision lists, or change recommendations submitted in place of Customer's own review and specific feedback; or
• Raw AI conversations, prompt histories, automated correspondence, or bulk, repetitive, contradictory, or unreviewed material requiring Digital Awesome to determine what Customer actually intends.

Customer may provide its existing business branding, logos, content, and established brand guidelines requested under the Order. This does not require Digital Awesome to accept an unsolicited new brand guide or customer-created application design. Any exception for outside application designs or substantive AI-generated project materials must be expressly agreed in writing, including any scope, scheduling, and fees.

19.3Feedback and Scope#

Customer must provide its own specific, prioritized instructions through the agreed project channel. For application feedback, Customer must identify the relevant screen or feature, the issue actually observed or business need, the requested outcome, and supporting examples where available. Customer must independently review the application before submitting a review; an AI assessment does not replace that participation.

Spelling, grammar, translation, and assistive tools may support Customer's own communication, provided Customer reviews and adopts the resulting message. They do not authorize automated reviews, outsourced decision-making, or prohibited submissions under Section 19.2. A customer instruction does not become agreed scope merely because Customer or an AI tool describes it as a requirement, defect, industry standard, compliance issue, or previously agreed feature. AI-generated materials do not amend the Order, reopen approved designs, or create additional revision, integration, or development entitlements. Genuine non-conformities remain subject to Digital Awesome's existing warranty obligations.

19.4Returning Unsuitable Submissions#

Digital Awesome may return submissions that do not meet this Section and request a concise, human-confirmed resubmission or clarification meeting. It need not analyze the underlying bulk material or provide a point-by-point response. It will identify the submission problem and reasonable requirements for resubmission in writing. Digital Awesome need not prove AI authorship to enforce the objective requirements of this Section. Receipt, storage, silence, or an automated acknowledgment does not signify approval of a submission or acceptance of additional work.

Missing usable Customer input may delay affected work under Section 2. Billing continues as provided in the Agreement. Repeated material failure to provide usable input may be addressed only through the applicable notice and cure process, including Section 12.7; suspected AI use alone does not authorize termination. Additional analysis, consulting, or conversion of materials into an actionable brief requires a separate written agreement addressing scope and any fees.

This Section does not invalidate notices satisfying Section 14, waive contractual or statutory rights, prevent professional advice or legitimate independent reviews, or permit Digital Awesome to disregard identifiable defect reports, security or privacy incidents, or legal compliance concerns merely because AI assisted in preparing them. Customer may be asked to identify the particular concern and supply available details, but this does not suspend obligations otherwise owed under the Agreement or applicable law.

19.5Confidential Information and AI Tools#

Neither party may submit the other's Confidential Information, credentials, non-public source code, or personal data processed for the other party to an AI service unless authorized under the Agreement or separately in writing, with provider terms and controls consistent with Sections 4 and 6 and applicable law. Such information may not be made available for public disclosure or general-purpose model training without the authorization and legal basis required for that use. Customer's private evaluation of an app does not itself authorize disclosure of protected information or grant access to restricted systems. Customer-provided material remains subject to Customer's rights and permission obligations; Digital Awesome need not accept AI assets with unresolved usage rights.

19.6Meeting Assistants and Automated Access#

Neither party may introduce a recording or transcription bot into project meetings without advance disclosure, the other party's approval, and all legally required participant consents. Meeting summaries do not amend scope or create approvals unless an authorized person confirms the relevant decision through the agreed process. Customer may not give an AI agent credentials or automated access to Digital Awesome's non-public systems for testing or review without prior written authorization defining permitted access and activity.

19.7Digital Awesome's Responsibility#

This Section does not represent that Digital Awesome's work is AI-free. Any AI-assisted client-facing communications, recommendations, designs, or code used by Digital Awesome in providing the Services must receive human review appropriate to their use, and Digital Awesome remains responsible for its contractual obligations. AI use does not expand data-use permissions, reduce confidentiality or security obligations, transfer Customer's intellectual property, or create new model-training rights. Any separately offered AI product feature requires its own scope and applicable terms; this Section does not itself authorize one.