Terms of Service

Bridge AI Inc. (“Bridge”) provides an artificial intelligence powered customer experience platform (the “Platform”).  

These Bridge AI Subscription Terms of Service (the “Terms”), together with the executed Order Form (as defined below) entered into between You and Bridge, govern your access and use of the Subscription Services (as defined below).

“You” or “Customer” means the entity which has entered into the Order Form and which is granted access and use of the Subscription Services. 

Each Order Form specifies the Subscription Services you are subscribing to and the fees you are agreeing to pay. The Order Form, together with these Terms (collectively, the “Agreement”) constitute the complete agreement between Bridge and You (each a “Party” and collectively, the “Parties”) and supersede any prior discussions or representations regarding your order or use of the Subscription Services. 

BY EXECUTING OR CONFIRMING AN ORDER FORM TO WHICH THESE TERMS HAVE BEEN INCORPORATED, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU ARE AN INDIVIDUAL ENTERING INTO THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU HEREBY REPRESENT AND WARRANT TO BRIDGE THAT YOU ARE AUTHORIZED TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY AND BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE, THE TERMS “YOU” AND “YOUR” AND “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT ACCEPT ALL THE TERMS HEREIN OR ARE NOT AN AUTHORIZED REPRESENTATIVE FOR THE LEGAL ENTITY THAT WISHES TO ENTER INTO THESE TERMS, YOU MAY NOT AGREE TO THESE TERMS. 

  1. Definitions. As used in this Agreement, the following terms shall be defined as follows:
    1. “Authorized Users” means Customer’s employees or authorized contractors who are acting on Customer’s behalf in the internal operation of Customer’s business and who are subject to a confidentiality agreement with Customer that are granted access and the right to use the Subscription Services.
    2. “Customer Data” means the information, data, text or other input added by Customer and/or its Authorized Users in its use of the Subscription Services.
    3. “Documentation” means the standard written and published materials regarding the Platform issued by Bridge.
    4. “Effective Date” has the meaning set forth in the applicable Order Form. 
    5. “Feedback” means any suggestion, enhancement, request, recommendation, correction, or other feedback provided by Customer or its Authorized Users relating to the use of the Subscription Services.
    6. “Intellectual Property Rights” means any patent, patent applications, trade secret, trademark, copyright, industrial design, or any other intellectual property right registered or unregistered in any country throughout the world, and all related goodwill.
    7. “Output Data” means any reports, analytics, text and other output that the Subscription Services may provide or make available to Customer. 
    8. “Order Form” means the applicable order form entered into between Bridge and Customer to which these Terms are incorporated. 
    9. “Subscription Services” means the products and services that constitute the Platform purchased by Customer on a subscription basis in accordance with the Order Form, including, without limitation, the Documentation.
    10. "Subscription Start Date" has the meaning set forth in the applicable Order Form.
    11. “Subscription Term” means the subscription period commencing on the Subscription Start Date identified in any Order Form. The Subscription Term includes the first subscription period identified on an Order Form (“Initial Subscription Term”) and any Renewal Subscription Terms (as defined below). 
    12. “Third Party Products” mean any third-party products and services that may utilized by Customer in connection with the Services.
    13. “Third Party Terms” mean any third-party terms and conditions applicable to any Third Party Products.
  2. Subscription Services. The Subscription Services are purchased by Customer as subscriptions during the Subscription Term specified in an Order Form. Customer acknowledges and agrees that the features and functions of the Subscription Services may change over time, provided that Bridge will not materially decrease the overall functionality of the Subscription Services during the Subscription Term. 
  3. Subscription License. In consideration of the payment of all Fees (as defined below) set forth herein, and subject to Customer’s compliance with Customer’s undertakings herein contained, Bridge hereby grants solely during each Subscription Term, and Customer hereby accepts, a non-exclusive, non-transferable, non-sublicensable, revocable, non-assignable (except as otherwise provided in Section 15.4 hereto) limited right for Customer’s Authorized Users to access and use the Subscription Services solely for Customer’s internal business purposes (the “Subscription License”). Customer’s access to and use of the Subscription Services is limited by and subject to the usage restrictions and capacity limits as set forth in the applicable Order Form. 
  4. Third Party Products. The Subscription Services may integrate or interoperate with, or import or export data to or from, Third Party Products (“Integrations”). Bridge is not responsible for Third Party Products, and any use by Customer of Third Party Products, and any exchange of data between Customer and any Third Party Product is solely between Customer and the applicable provider. If Customer opts to use any Integrations, including but not limited to with respect to the exchange of any data between the Subscription Services and Third Party Products, Customer agrees to: (i) assume sole responsibility for and all risk arising from Customer’s use of Integrations and the content, functionality, or availability of any Third Party Products, including waiving and releasing Bridge from any claims directly or indirectly related thereto; and (ii) without limitation, defend, indemnify, and hold harmless Bridge from any third party claims directly or indirectly arising from or related to Customer’s use of any Integrations. BRIDGE PROVIDES INTEGRATIONS “AS IS” WITHOUT WARRANTY OF ANY KIND AND ONLY AS A CONVENIENCE.
  5. Customer Feedback. Any Feedback is and shall be given voluntarily. Customer hereby grants to Bridge an irrevocable, non-exclusive, perpetual, royalty-free, transferrable license, with right to sublicense, to use and incorporate into its products and services any Feedback and to disclose, reproduce, distribute, and otherwise exploit the Feedback without attribution to Customer. Feedback, even if designated as confidential, shall not create any confidentiality obligation hereunder.
  6. Scope of Rights; Restrictions on Use.
    1. Scope. This Agreement confers no title or ownership and is not a sale of any rights in the Subscription Services. All rights not expressly granted to Customer are reserved solely to Bridge and/or its licensors. Nothing herein should be construed as granting Customer, by implication, estoppel or otherwise, a license relating to the Subscription Services other than as expressly stated in this Agreement.
    2. Restrictions. 
      1. Customer may not, by itself or through others: (i) use the Subscription Services or Output Data in a manner that infringes, misappropriates, or otherwise violates any third party’s rights; (ii) reverse engineer, disassemble, translate, engage in model extraction or stealing attacks, decompile or otherwise attempt to derive or discover the architecture or design, or any source code or underlying components of the Subscription Services or its algorithms and systems; (iii) modify, create any derivative works of, or make any copies of the Subscription Services or otherwise translate or use the Subscription Services except as specifically allowed by this Agreement; (iv) use or access the Subscription Services in order to develop, or create, or permit others to develop or create, a similar or competitive product or service, or engage in any type of competitive benchmarking; (v) use or access the Subscription Services and/or Output Data for any purpose which may have a legal or material impact on any individual or third party (including, without limitation, decisions relating to credit, housing, employment, education, insurance and legal and medical matters); (vi) sublicense, transfer, rent, resell and/or assign (except as otherwise expressly provided herein) the Subscription Services to any third party, whether with or without consideration; (vii) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Subscription Services; (viii) publicize, distribute, republish or otherwise make the any portion of the Subscription Services publicly available in any way;  (ix) use the Subscription Services in any manner that threatens the integrity, performance, or availability of the Subscription Services or any other products or services of Bridge, its suppliers, licensors and service providers; (x) impair, disrupt or breach the security of the Subscription Services, or circumvent or manipulate any technical limitations, safeguards or safety mitigations therein; (xi) use the Subscription Services to disrupt, interfere with, or attempt to gain unauthorized access to services, data, devices, servers, or networks connected to or accessible through the Subscription Services; and (xii) use any software, device or any other process to “scrape” or extract data from the Subscription Services. 
      2. CUSTOMER MAY NOT USE THE SUBSCRIPTION SERVICES AND/OR OUTPUT DATA FOR, OR IN CONJUNCTION WITH, ANY ACTIVITY THAT (I) CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY LAW APPLICABLE IN THE JURISDICTIONS WHERE CUSTOMER ENGAGES IN ACTIVITY OR BUSINESS, INCLUDING ANY APPLICABLE LAWS AND REGULATIONS GOVERNING PRIVACY, DEFAMATION, UNLAWFUL DISCRIMINATION, MASS EMAIL AND SPAM, CONSUMER PROTECTION, UNFAIR COMPETITION, AND FALSE ADVERTISING; AND (II) MAY BE DEEMED, OR ENCOURAGE ACTIVITY THAT MAY BE DEEMED THREATENING, FRAUDULENT, HARASSING, MISLEADING, DECEPTIVE, ABUSIVE, VULGAR, OBSCENE, PORNOGRAPHIC OR HARMFUL TO OTHERS.  
      3. BRIDGE MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SUBSCRIPTION SERVICES. BRIDGE MAY TERMINATE OR SUSPEND CUSTOMER’S ACCESS TO THE SUBSCRIPTION SERVICES WITHOUT PRIOR NOTICE AND AT ITS SOLE DISCRETION, IF BRIDGE DEEMS CUSTOMER’S USE OF THE SUBSCRIPTION SERVICES OR OUTPUT DATA TO BE FRAUDULENT, ABUSIVE OR OTHERWISE IN VIOLATION OF THE TERMS HEREOF.
    3. Authorized Users. Customer shall be liable for any breach of this Agreement by its Authorized Users. Customer shall advise Bridge immediately in the event Customer learns, or has reason to believe, that any Authorized User to whom Customer has given access to Subscription Services has violated, or intends to violate, the terms of this Agreement. 
  7. Proprietary Rights and Confidentiality. 
    1. Subscription Services. Bridge (or its licensors, as applicable) will retain all right, title and interest to the Subscription Services, all related concepts and technical know-how, any modifications, enhancements and derivative works thereof, and all Intellectual Property Rights associated with any of the foregoing (collectively, “Bridge IP”). Except for the express limited license granted hereunder, Customer shall have no rights in or claims with respect to the Bridge IP.   
    2. Customer Data; Output Data. 
      1. As between Customer and Bridge, Customer shall have all right, title and Intellectual Property Rights in its Customer Data and the Output Data. Customer hereby grants Bridge and its third party service providers a non-exclusive license to use, store, process, analyze, and display in connection with the Subscription Services all Customer Data and Output Data during the term of this Agreement for the limited purposes of (i) performing Bridge's obligations under this Agreement, (ii) providing the Subscription Services to Customer, and (iii) providing Support Services (as defined below) and ad-hoc related assistance, advice and guidance by Bridge’s professional staff when sought by Customer. Customer shall, at its own expense, obtain all licenses, consents or other permissions from appropriate third parties as may be necessary for Customer’s use of the relevant Customer Data as necessary to enable Customer to grant the rights granted by this Section 7.  
      2. Notwithstanding anything to the contrary herein, Customer Data and Output Data may be provided to third party services (such as operators of artificial intelligence tools) that support the Subscription Service’s operation subject to those third party service provider’s terms of service. Customer acknowledges and agrees that those third-party services may use the Customer Data and Output Data for their product improvement purposes or additional purposes beyond the support of the Subscription Service’s operation. 
      3. OUTPUT DATA INCLUDES CONTENT AND OTHER INFORMATION AUTOMATICALLY GENERATED BY ARTIFICIAL INTELLIGENCE TOOLS. DUE TO THE NATURE OF SUCH TECHNOLOGY, OUTPUT DATA MAY NOT BE UNIQUE TO CUSTOMER. ANY CONTENT PRODUCED OR GENERATED BY OTHER USERS IN CONNECTION WITH THEIR USE OF THE SUBSCRIPTION SERVICES SHALL NOT BE DEEMED AS THE OUTPUT DATA OF CUSTOMER.
    3. Aggregated and De-Identified Data. Notwithstanding anything to the contrary herein, Bridge may aggregate and de-identify Customer Data, Output Data and other data collected in connection with Customer’s access or use of the Subscription Services, including performance, analytics, and statistical data related to Customer's use of or access to the Subscription Services (collectively, “Aggregated Data”). Aggregated Data shall not identify Customer or otherwise contain any individually identifiable information of Customer. Bridge may (during and after the Subscription Term) use Aggregated Data for the purposes of analyzing, improving, supporting and operating the Subscription Services and other internal product development purposes.   
    4. Confidential Information.
      1. General. Each Party agrees that all inventions, know-how, engineering, business, technical and financial information it obtains (“Receiving Party”) from the disclosing Party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it 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. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information.
      2. Exclusions. The Receiving Party’s nondisclosure obligation will not apply to information that 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; or (iv) is independently developed by employees or contractors of the Receiving Party who had no access to such information.
      3. Use and Disclosure Restrictions. Neither Party will use the other Party’s Confidential Information except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and contractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but, in no event, less than the efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party: (i) pursuant to the order or requirement of a court, administrative agency or tribunal or other governmental body, provided that the Party required to make such a disclosure gives reasonable written notice to the other Party to contest such order or requirement, unless it is not legally prevented to provide such notice to the other Party; and (ii) on a confidential basis to its legal or financial advisors. 
  8. Fees and Payments. By entering into this Agreement, Customer hereby agrees to pay the fees specified in the Order Form (the “Fees”) in accordance with the payment terms set forth herein. All Fees due and other charges stated herein are exclusive of and do not include any sales, use, value-added, or other taxes, charges and/or duties, which shall be Customer’s responsibility. Taxes based on Bridge's net income or gross receipts shall be Bridge’s responsibility. Unless otherwise specified in an Order Form, all invoices shall be due and payable within thirty (30) days after the invoice date. Payments received by Bridge under this Agreement after their due date will incur late charges at a rate equal to one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower.
  9. Representations and Warranties.
    1. Each Party represents and warrants to the other that: (i) it is duly organized, validly existing and in good standing under the applicable laws of the state of its incorporation or formation; (ii) it has the right and full power and authority to enter into this Agreement; and (iii) it will comply, at all times, with all applicable laws and regulations in connection with its performance hereunder.
    2. Bridge represents and warrants that, during the Subscription Term, the Subscription Services shall materially conform to the applicable Documentation. The foregoing limited warranty does not apply to any defects, damages, failures or malfunctions to all or any part of the Subscription Services resulting from: (i) use of the Subscription Services other than as specified in this Agreement or the applicable Documentation; (ii) any alterations, modifications or adaptations of the Subscription Services performed by anyone other than Bridge or upon Bridge’s prior written authorization; or (iii) any unauthorized combination or interfacing of the Subscription Services with other hardware or software. Customer's sole and exclusive remedy for breach of the warranty set forth in Section 9.2 shall be that Bridge, at Bridge's sole discretion, will either: (i) use commercially reasonable efforts to repair, replace or provide a reasonable workaround for the defective and/or non-conforming portion of the Subscription Services after receiving written notice of the breach of the warranty that describes in detail the specific nature of the defect and/or non-conformity; or (ii) refund all amounts paid by Customer for the defective and/or non-conforming portion of the Subscription Services (after deducting amounts paid for actual use of the Subscription Services by Customer). 
    3. Customer represents and warrants that: (i) its (and its Authorized Users’) access to and collection, use, relocation, storage, disclosure, transfer, and disposition of Customer Data shall comply with all applicable laws and regulations and/or any applicable Third Party Terms; (ii) no Customer Data (a) infringes any intellectual property or other rights of any third party, (b) contains any defamatory, libelous, pornographic or otherwise offensive material, or (c) contains any viruses, worms or other harmful or disruptive component; (iii) it has all rights, licenses, and permissions required to provide the Customer Data for the purposes set forth herein; (iv) it shall at all times use the Subscription Services in compliance with the terms hereof and applicable law; and (v) it shall not provide Bridge with any personal data or personal information (as defined under applicable data protection laws and regulations), unless it has provided such notice and/or or obtained all authorizations, permissions and informed consents as may be required under applicable data protection and privacy laws and regulations for the collection, handling, retention and processing of such data for the purposes set forth herein.   
    4. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) THE SUBSCRIPTION SERVICES, PLATFORM, OUTPUT DATA, DOCUMENTATION, AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY BRIDGE ARE PROVIDED “AS IS,” AND BRIDGE, ITS AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR ACCURACY; AND (ii) BRIDGE DOES NOT WARRANT THAT THE OPERATION OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
    5. OUTPUT DATA INCLUDES CONTENT AND OTHER INFORMATION AUTOMATICALLY GENERATED BY ARTIFICIAL INTELLIGENCE TOOLS. DUE TO THE NATURE OF SUCH TECHNOLOGY, CERTAIN OUTPUT DATA GENERATED BY THE SUBSCRIPTION SERVICES MAY INADVERTENTLY BE INACCURATE, INCOMPLETE, INCORRECT, BIASED, OFFENSIVE OR INCOMPATIBLE WITH CUSTOMER’S REQUIREMENTS. BRIDGE DOES NOT ENDORSE ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY OUTPUT DATA WITH RESPECT TO ANY THIRD PARTIES OR ANY THIRD PARTY PRODUCTS AND SERVICES. OUTPUT DATA SHOULD NOT BE RELIED UPON AS A SUBSTITUE FOR PROFESSIONAL ADVICE OR AS A SOLE SOURCE OF ANY FACTUAL INFORMATION.  
    6. CUSTOMER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR (I) EVALUATING THE OUTPUT DATA FOR ACCURACY AND APPROPRIATENESS FOR CUSTOMER’S USE AND APPLICATION, INCLUDING, WITHOUT LIMITATION, THROUGH HUMAN REVIEW, AS MAY BE APPROPRIATE; (II) INDEPENDENTLY ASSESSING AND REVIEWING ANY FACTUAL ASSERTIONS EXPRESSED IN ANY OUTPUT DATA; (III) ALL ACTS OR OMISSIONS THAT IT, OR OTHERS ON ITS BEHALF CONDUCT IN CONNECTION WITH ITS USE OF THE OUTPUT DATA, AND FOR ALL CONSEQUENCES RESULTING FROM SUCH ACTIVITIES OR ACTIONS; AND (IV) CARRYING OUT ALL ACTIONS AS IT MAY DEEM APPROPRIATE IN ITS INDEPENDENT PROFESSIONAL JUDGMENT AS A RESULT OF ITS USE OF THE OUTPUT DATA.
  10. Limitation of Liability. 
    1. EXCEPT FOR DAMAGES ARISING FROM A PARTY’S WILLFUL MISCONDUCT OR BREACH OF SECTION 7.4, AND/OR OBLIGATIONS ARISING UNDER SECTION 11.2, (I) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF CERTAIN DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE; AND (II) EACH PARTY’S AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO BRIDGE UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
    2. BRIDGE SHALL HAVE NO LIABILITY FOR THE CUSTOMER DATA INPUT, ACCURACY, AND SUITABILITY, WHICH SHALL BE DEEMED UNDER CUSTOMER’S OR ITS AUTHORIZED USERS’ EXCLUSIVE CONTROL. 
    3. BRIDGE IS NOT RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING BODILY HARM OR DAMAGE TO PROPERTY, CAUSED AS A RESULT OF CUSTOMER'S OR ITS AUTHORIZED USERS’ DECISION TO ACT IN ONE WAY OR ANOTHER BASED ON ANY OUTPUT DATA AND ANY OTHER CONTENT PRODUCED BY THE SUBSCRIPTION SERVICES. ANY RELIANCE ON ANY OF THE FOREGOING IS AT CUSTOMER’S FULL AND EXCLUSIVE RISK.  
  11. Indemnification. 
    1. Indemnification by Bridge. Bridge shall indemnify, defend and hold Customer and its directors, officers, employees and independent contractors (the “Customer Indemnified Parties”) from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees, resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party against a Customer Indemnified Party alleging that a Customer Indemnified Party’s use of the Subscription Services infringes and/or misappropriates any currently existing United States (i) issued patent, (ii) registered trademark, (iii) registered copyright, and/or (iv) trade secret. If Customer is, or Bridge believes it may become, prohibited from continued use of the Subscription Services by reason of an actual or anticipated claim of infringement, Bridge shall, at its option and expense, (i) obtain for Customer the right to continue using the Subscription Services, (ii) replace or modify the Subscription Services so that they are no longer subject to such claim, but performs the same functions in an equivalent manner, and (iii) if neither of the foregoing options are commercially practicable, terminate this Agreement and/or the Order Form and refund to Customer a prorated portion of any pre-paid Fees paid by Customer as of the date of termination for the Subscription Services subject to the claim. The indemnification set forth in this Section 11.1  does not apply to the extent of Customer’s negligence, abuse or misapplication of the Subscription Services; use of the Subscription Services other than as specified in the applicable Documentation or in accordance with the terms hereof; any alterations, modifications or adaptations of the Subscription Services performed by anyone other than Bridge; any unauthorized combination or interfacing of the Subscription Services with other hardware or software; or other causes beyond the reasonable control of Bridge. THIS SECTION 11.1 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT.
    2. Indemnification by Customer. Customer shall indemnify, defend and hold Bridge, and its directors, officers, employees and independent contractors (the “Bridge Indemnified Parties”) from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party against an Bridge Indemnified Party relating to: (a) any breach by Customer of any of its representations, warranties, covenants or obligations hereunder; (b) infringement or misappropriation of any Intellectual Property Rights by Customer; and (c) Customer’s or any of its Authorized User’s breach of any applicable laws and regulations in connection with its use of the Subscription Services .
    3. Indemnification Procedures. The Party seeking indemnity hereunder (“Indemnified Party”) shall notify the other Party (“Indemnifying Party”) promptly in writing of any claim for indemnification hereunder (provided that the Indemnified Party’s failure to do so shall not reduce or diminish the Indemnifying Party’s obligations hereunder except to the extent the Indemnifying Party has been adversely affected or prejudiced by such failure). The Indemnified Party shall have sole control of its defense or settlement of any claim subject to indemnification hereunder, provided however, that the Indemnified Party shall not, without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld or delayed), settle any claim in a manner that admits liability on the part of the Indemnified Party or otherwise adversely affects the Indemnified Party’s rights. The Indemnified Party shall provide the Indemnifying Party with reasonably requested assistance, information and authority to perform the foregoing. 
  12. Technical Support. During the Subscription Term, Bridge, either directly or with the assistance of third parties, will provide Customer with technical support for the Subscription Services (“Support Services”). As part of the Support Services, Bridge will use commercially reasonable efforts to promptly respond to Customer’s technical questions, problems and inquiries. Customer undertakes to cooperate with Bridge to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as Bridge reasonably requests in connection with its provision of the Support Services.  
  1. Term and Termination.
    1. Agreement Term. The term of this Agreement shall begin on the Effective Date and continue until terminated as provided in this Section 13. 
    2. Subscription Term(s). Each Order Form will terminate at the end of the Subscription Term identified therein, unless earlier terminated as provided in this Section 13. Following the Initial Subscription Term, the Subscription Term shall be automatically renewed for additional periods of twelve (12) months each (each a "Renewal Subscription Term"), unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term. For any renewal of a Subscription Term, Bridge reserves the right to increase the Fees for the Subscription Services. 
    3. Termination for Cause. Either Party may terminate this Agreement and/or any Order Form immediately if the other Party materially breaches or otherwise fails to comply with any material provision of this Agreement and such breach or failure is not cured within thirty (30) days after written notice of such breach or failure.
    4. Effect of Termination. If an Order Form is still in effect at the time of expiration of this Agreement, then the terms and conditions contained in this Agreement and the relevant Order Form (including all subscriptions and licenses granted by Bridge thereunder) shall continue to govern the outstanding Order Form until the end of the applicable Subscription Term for that Order Form. However, if the Agreement is terminated prior to its natural expiration, then all outstanding Order Forms (and all subscriptions and licenses granted by Bridge thereunder) shall immediately terminate as of the Agreement termination date, unless otherwise agreed by the Parties in writing. Within thirty (30) days following the termination of this Agreement for any reason, each Party shall return or destroy, as requested by the other Party in writing, any Confidential Information of the other Party. Each Party agrees to certify, in writing, to the other compliance with the foregoing undertakings upon a Party’s request. Termination shall be without prejudice to the rights and remedies of either Party that may have accrued prior to such termination. For the avoidance of doubt, Customer shall not be entitled to a refund of any prepaid Fees upon termination or expiration of the Agreement, and Bridge will not release Customer from its obligations to pay Bridge all Fees that have accrued under this Agreement prior to its termination. 
    5. Survival. Any provision of this Agreement that expressly, by implication or necessity, contemplates performance or observance subsequent to the termination or expiration of this Agreement will survive termination or expiration of the Agreement and will continue in full force and effect, including, without limitation, Sections 4-8, 9.4, 9.5, 9.6, 10, 11, 13.4, 15.1 and 15.6-15.9 hereto. 
  2. Force Majeure. Except for the obligation to pay any fees due and payable hereunder, neither party shall be liable to the other party for any delay or failure in the performance of its obligations under this Agreement or the addendums while in effect or otherwise if such delay or failure arises from any cause or causes beyond the control of such party including, without limitation, labor shortages or disputes, strikes, other labor or industrial disturbances, delays in transportation, acts of God, floods, lightning, fire, epidemic, pandemic, or public health emergency, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of the public enemy, an act of civil or military authority, sabotage, explosives, riots, insurrections, embargoes, blockades, actions, restrictions, regulations or orders of any government, agency or subdivision thereof, or failure of suppliers.
  1. Miscellaneous.
    1. This Agreement and any claim, cause of action or dispute arising out of, or related thereto, shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to any conflict of law principles, which would result in the application of the laws of a jurisdiction other than the State of Israel. Any dispute, claim or controversy arising out of, connected with, or relating to this Agreement, the Subscription Services, or any use related thereto, will be submitted to the sole and exclusive jurisdiction of the competent court located in Tel-Aviv, Israel. If any action or proceeding shall be commenced to enforce or interpret this Agreement or any right arising in connection with this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover its reasonable attorneys’ fees, costs and expenses incurred by such prevailing Party in connection with such action or proceeding and any negotiations to avoid such action or proceeding. 
    2. Subject to the confidentiality obligations under this Agreement and upon notification to Customer, Bridge may, at its own cost and expense, make reference to this Agreement and display the Customer’s logos and trademarks in Bridge's website and promotional or advertising literature, without the consent of Customer. Except as expressly provided herein, Bridge shall not obtain any rights with respect to Customer's logos and/or trademarks.
    3. Customer acknowledges and agrees that Bridge may subcontract the performance of its obligations under this Agreement, provided that such subcontracting will not release Observe from its obligations under this Agreement. 
    4. Neither Party may assign this Agreement, in whole or in part without the express written consent of the other Party, with the exception of an assignment carried out by Bridge as part of a merger, restructuring, or reorganization, or as a sale or transfer of all or substantially all of a Bridge's assets or share capital. This Agreement inures to the benefit of, and is binding upon, the Parties and their respective heirs, legal representatives, permitted successors and permitted assigns.
    5. Except as otherwise expressly provided in this Agreement, all notices or demands required or permitted pursuant to this Agreement shall be in writing, and shall be sent (i) by courier or in person with signed receipt, (ii) by nationally recognized overnight delivery service, prepaid, with signature required, or (iii) by email with receipt confirmation, and in each case shall be sent to the other Party at the address set forth in an applicable Order Form or to such other addresses as either Party may designate from time to time by notice to the other Party in accordance with this Section ‎15.5. 
    6. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.
    7. No modification, amendment, addition to or waiver of any rights, obligations, or defaults shall be effective unless in writing and signed by both Parties hereto. Failure of either Party to enforce a right under this Agreement shall not act as a waiver of that right or prevent a subsequent exercise of the same or any other right under this Agreement.
    8. This Agreement is the complete and exclusive agreement between the Parties hereto in connection with the subject matter hereof and supersedes any other proposal, representation, or other communication by or on behalf of either Party. In the event of possible conflict or inconsistency between documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1) these Terms, including all amendments thereto; and (2) the terms of any Order Form to which these Terms are attached and incorporated or linked.
    9. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other Party’s prior written consent.