Master Service Agreement
EFFECTIVE DATE: September 9, 2026
This Service Agreement (“Agreement”) is entered into as of the date of completed execution (“Effective Date”) between Totango, Inc. d/b/a Odie, a Delaware corporation, with its principal place of business at 15071-169 Madison Avenue, New York, NY 10016 (“Odie” or “we”) and the corporation noted on the Order Form (“Customer”), and governs Customer’s access to and use of Odie’s Service (defined below).
1. DEFINITIONS
“Account” means the account created by Customer to access and use the Service, including all login credentials, user information, configurations, and Data associated with Customer’s use of the Service.
“Aggregated Data” means aggregated, anonymized analytics and usage data derived from Customer Data, usage patterns, and other information processed through the Service.
“App” means Odie’s mobile device application.
“Confidential Information” means any information disclosed by one party to the other party that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Data is considered to be Customer’s Confidential Information, the Services are Odie’s Confidential Information, and the terms of this Agreement constitute Confidential Information of both Customer and Odie.
“Customer Marks” means Customer’s name and/or logo.
“Data” means data or information about Customer, Customer’s employees, customers, or any third party that Customer and Customer’s End Users provide, post, input, submit, or otherwise make accessible to Odie in connection with Customer’s use of the Service.
“DPA” means Data Processing Addendum.
“End Users” means employees and independent contractors that Customer has authorized to access the Service via Customer’s employee Account interface.
“Initial Term” means the period from the Effective Date until expiration of the Subscription Period.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trademarks, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Order Form” means Odie’s then current order form that Customer enters into with Odie prior to registering for the Service.
“Renewal Term” means each successive Subscription Period following the Initial Term.
“Service” means the Odie service, as further described in the applicable Order Form, which includes, but is not limited to, Odie, Totango, Catalyst, and Unison AI offerings.
“SOW” means statements of work that describe the specific services to be performed by Odie, as executed by the parties.
“Subscription Period” means the Term designated in the Order Form.
“Taxes” means all taxes, levies, duties, tariffs, and other governmental charges (including without limitation, VAT).
“Term” means the Initial Term, together with any Renewal Terms.
“Units” means any measuring unit, in addition to End Users, described in the applicable Order Form upon which the fees set forth in the Order Form are calculated.
Capitalized terms not defined in this Section 1 shall have the meanings assigned to them elsewhere in this Agreement.
2. Subscription to the Service. Subject to Customer’s compliance with this Agreement, and payment of applicable fees, Odie hereby grants Customer and Customer’s End Users a worldwide, non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (defined below) for Customer’s internal business purposes only. Any applicable limits to the Customer’s subscription usage, including limits to the number of End Users, will be designated in the Order Form. From time to time, Odie and Customer may prepare SOWs. Each SOW will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein. A SOW may be amended only by written agreement of the parties. Odie will perform the services specified in each SOW in accordance with the terms and conditions of this Agreement and of each SOW. In connection with each SOW, Customer will perform Customer’s responsibilities, duties and tasks under the SOW, and such other duties and tasks as may be reasonably required to permit Odie to perform the services specified in the SOW.
2.1 AI Features. The Service may incorporate artificial intelligence and machine learning capabilities ("AI Features"). Customer's use of AI Features is subject to Odie's AI Terms of Use, available at www.totango.com/legal/ai-terms, which are incorporated herein by reference. Customer acknowledges that AI-generated outputs may contain errors or inaccuracies, and Customer is solely responsible for reviewing and validating any AI-generated content before relying on it. Odie makes no warranty regarding the accuracy, completeness, or suitability of AI-generated outputs for Customer's intended purposes.
3. EU Regulatory Terms. To the extent Customer is located in the European Union or otherwise subject to EU law, Customer's use of the Service is subject to Odie's EU Regulatory Terms, available at totango.com/eu-terms and incorporated herein by reference. At Customer's request, the parties may execute Odie's EU Regulatory Addendum in the form published at such URL, which, if executed by both parties, shall form part of this Agreement subject to the order of precedence set forth in Section 16.4.
4. Restrictions on Use. Customer must not, and shall not allow any permitted End User to: (i) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (ii) allow any third party to use the Service; (iii) use the Service to process data on behalf of any third party; (iv) give, sell, rent, lease, timeshare, outsource, sublicense, disclose, publish, assign, market, resell, transfer or distribute any portion of the Service to any third party, including, but not limited to Customer’s affiliates, or use the Service in any service bureau arrangement; (v) reverse engineer, decompile or disassemble the Service or any components thereof, except to the extent such acts are required to be permitted by applicable law; (vi) disclose or publish the results of any benchmark tests run on the Service; (vii) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (viii) take any action that imposes or may impose (at Odie’s sole discretion) an unreasonable or disproportionately large load on the Odie infrastructure; (ix) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (x) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (xi) disclose Customer’s Account (defined below) user names or passwords to any third party; (xii) remove, deface, obscure, or alter Odie’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos with the Service differing from Odie’s own without Odie’s prior written approval; and/or (xiii) use the Service in any unlawful manner or in breach of this Agreement.
5. Account. In order to use the Service, Customer must create an Account. Customer must not allow anyone other than an authorized End User to access and use the Account. Customer acknowledges and agrees (i) not to exceed the aggregate number of authorized End Users or any other Units (defined below) designated in the applicable Order Form unless Customer first notifies Odie in writing and pay Odie the required additional subscription fees; (ii) that the login details for each End User may only be used by that End User, and that multiple people may not share the same login details; (iii) to provide accurate and complete Account and login information; (iv) to keep, and ensure that End Users keep, all Account login details and passwords secure at all times; (v) that Customer remains solely responsible and liable for the activity that occurs in connection with Customer’s Account, and the activities of Customer’s End Users on or relating to the Services, whether or not Customer knows of such activity, and (vii) to promptly notify Odie in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account or the Service. Odie may suspend or terminate any End User’s access to the Services upon notice to Customer in the event that Odie reasonably determines that such End User has violated this Agreement or any other terms between Odie and such End User pursuant to which such End User is permitted to access and use the Service. Customer will ensure that all End users comply with the terms and conditions of this Agreement. Customer will be liable for any violation of the Terms by any End User.
6. CUSTOMER DATA
6.1 Customer and Customer’s End Users may choose to provide, post, input, submit, or otherwise make Data accessible to Odie, and Odie may store such Data on Customer’s behalf, all in connection with Customer’s use of the Service. Customer hereby provides Odie a limited non-exclusive, non-transferable license to use, upload, and display Data as necessary to facilitate the provision of the Service. Odie may also use Data and usage information to monitor Customer’s compliance with subscription limits, calculate applicable fees, generate invoices, and enforce the terms of this Agreement.
6.2 Customer represents and warrants that (i) Customer owns all Data or has all rights that are necessary to grant Odie the licensed rights in Data under this Agreement; (ii) Customer’s collection of Data has and will be in compliance with all applicable laws and regulations, including without limitation those concerning data or information privacy; and (iii) neither the Data, nor the inclusion of Data in or use of Data in connection with the Service, will infringe, misappropriate or violate any Intellectual Property Rights, or violate the privacy rights, of any third party, or result in the violation of any applicable law or regulation, including without limitation those concerning data or information privacy. Odie reserves the right, but is not obligated, to remove or disable access to any Data, at any time and without notice. As between Customer and Odie, Customer retains exclusive ownership of the Data. Customer acknowledges and agrees that Customer remains solely responsible and liable for the Data. Customer may download Customer’s Data at any time during the Term, or as otherwise set forth herein, provided Customer complies with this Agreement and Odie’s security requirements. Odie shall maintain generally accepted industry safeguards to protect the security and confidentiality of Customer’s Data. We will maintain any personally identifiable information that we collect and/or receive in connection with the Service in accordance with our Privacy Policy (totango.com/privacy).
6.3 Security Standards. Odie maintains security practices consistent with SOC 2 Type II and ISO 27001 standards to protect the security and confidentiality of Customer’s Data. These security practices include(i) industry-standard encryption of data at rest and in transit; (ii) regular third-party security assessments; (iii) background checks for personnel with access to Customer Data; (iv) multi-factor authentication for administrative access; (v) documented incident response procedures; (vi) business continuity and disaster recovery planning; and (vii) annual security, privacy and secure development training. Upon Customer’s written request and subject to execution of Odie’s standard non-disclosure agreement, Odie will make available to Customer Odie’s most recent SOC 2 Type II report. Odie will maintain any personally identifiable information that Odie collects and/or receives in connection with the Service in accordance with Odie’s Privacy Policy (totango.com/privacy).
6.4 In the event of a security incident affecting Customer Data, Odie will notify Customer without undue delay and in any event within seventy-two (72) hours after becoming aware of the incident, and will cooperate with Customer’s incident response procedures. Such notification shall not constitute an admission of liability or fault by Odie.
6.5 To the extent required by applicable data protection laws, the parties will adhere to the Data Processing Addendum, if any, that is attached to and executed as part of the applicable Order Form. If no DPA is executed by both parties, Odie’s standard data processing terms as set forth in Odie’s Privacy Policy (available at totango.com/privacy) shall apply to the processing of any personal data.
7. API Access. Any API access provided by Odie is subject to Odie’s usage policies, rate limits, and technical requirements, which Odie may modify from time to time with reasonable notice to Customer. Odie reserves the right to suspend or restrict API access if Customer’s usage is excessive, poses security risks, or otherwise impacts Service performance for other users. Odie may modify, deprecate, or discontinue APIs with ninety (90) days’ prior written notice, and Customer is responsible for updating and maintaining its integrations at Customer’s expense when API changes occur. API availability and functionality are not covered by any Service Level Agreement, and API modifications or interruptions do not constitute a breach of this Agreement or trigger SLA remedies.
8. Title. The Service (and all parts thereof), all reproductions, corrections, modifications, enhancements and improvements thereto, and all data related Customer’s usage thereof, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of Odie or its licensors. Any rights therein not explicitly granted to Customer hereunder, are reserved to and shall remain solely and exclusively proprietary to Odie (or its third party licensors).
9. Term. This Agreement shall become effective on the Effective Date, and shall continue until expiration of the Initial Term, unless terminated earlier as provided in this Agreement. This Agreement shall automatically renew for a Renewal Term of 12 months unless either party provides the other with at least thirty (30) days written notice prior to the end of the then-current Subscription Period of its intent not to renew, or unless otherwise noted in the Order Form. Renewal Terms shall be at Odie’s then-current rates, and Odie will provide Customer with at least sixty (60) days prior written notice of any rate increases for upcoming Renewal Terms.
10. Termination. Either party may terminate this Agreement upon written notice in the event that the other party materially breaches this Agreement and, to the extent that the breach can be cured, fails to cure that breach within thirty (30) days of said notice.
11. RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION; SURVIVAL
11.1 Upon expiration or termination of this Agreement, (i) Customer and Customer’s End Users rights to access and use the Service will immediately terminate; (ii) Customer and Customer’s End Users will immediately cease all use of the Service; and (iii) each party will return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party. For a period of forty-five (45) days from the effective date of expiration or termination of this Agreement we will provide Customer, upon Customer’s written request, with a reasonable opportunity to download Customer’s Data at a time nominated by us. We reserve the right to permanently delete from our (or our third party service provider’s) servers any Data that may be contained in Customer’s Account at any time following said forty-five (45) day period. We do not accept any liability for any deactivation of the Service or Data that is deleted in connection thereto. Also upon expiration or termination of this Agreement, Odie will cease use of the Customer Marks; provided, however, that (a) Odie will have a reasonable time to remove the Customer Marks from promotional materials, (b) Odie will be entitled to exhaust materials printed during the Term that include the Customer Marks, and (c) Odie will not be required to remove any such printed materials from circulation.
11.2 For the avoidance of doubt, expiration or termination of this Agreement for any reason shall not relieve Customer from Customer’s obligation to pay Odie any outstanding payments due under this Agreement and/or Order Form and Odie has the right to issue an invoice to Customer for any such outstanding payments. If either party terminates this Agreement for cause pursuant to Section 10.2 herein, Customer will remain liable for payment of the entire subscription fee described in the applicable Order Form for the Initial Term or the applicable Renewal Term, as applicable; provided however, if Customer terminates this Agreement for cause pursuant to Section 10.2 herein due to Odie’s intentional or willful breach of this Agreement, then Customer will be liable only for a prorated amount of the subscription fee described in the applicable Order Form directly attributable to Customer’s access to the Services prior to the effective date of termination.
11.3 This Section 11, and sections 4 (Restrictions on Use), 6.2 (Customer Data representations and warranties), 8 (Title), 10 (Termination), 12 (Fees), 13 (Confidentiality), 14 (Warranty and Disclaimer), 15 (Indemnification), 16.1 (Publicity), 16.2 (Compliance with laws), 16.3 (Assignment), and 16.7 (General) shall survive expiration or termination of this Agreement.
12. FEES
12.1 In consideration for Odie providing the Services, Customer will pay to Odie the fees set forth in the Order Form and/or the SOW (if applicable), in accordance with the terms set forth in this Agreement, the Order Form and/or the SOW (if applicable).
12.2 All fees shall be paid in US Dollars, and are exclusive of all Taxes. Customer will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Odie’s net income. Overdue payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
12.3 Unless stated otherwise in an Order Form, Odie will invoice Customer annually in advance for all subscription fees, as well as for the onboarding and implementation fees and applicable Taxes. Unless otherwise specified in an Order Form, each invoice is due and payable thirty (30) days following the invoice date. Customer will reimburse Odie for the reasonable costs of collection, including fees and expenses of attorneys. If Customer authorizes the charging of the applicable subscription fees to Customer’s credit card, we will charge the credit card account that Customer authorizes, and will continue to charge that card (or any replacement card) during each Renewal Term accordingly. If payment is not received from Customer’s card issuer, Customer agrees to promptly pay all amounts due upon demand.
12.4 Notwithstanding any other term herein, Customer may upgrade Customer’s subscription plan level or increase the number of End Users or Units at any time provided that (i) any such change will not derogate from Customer’s payment obligations hereunder that are in effect prior to the change; (ii) Customer provides us with prior written notice; and (iii) Customer first pays any additional applicable fees at Odie’s then-current rates. If the foregoing occurs during a Subscription Period, Customer acknowledges that any incremental cost will be prorated over the remainder of the Subscription Period.
13. CONFIDENTIALITY
13.1 The use and nondisclosure obligations and restrictions set forth in Section 13 will not apply to any information that: (i) is or becomes generally known to the public through no breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
13.2 A receiving party will not use the disclosing party’s Confidential Information except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section 13. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving Party ordinarily uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 13 will remain in effect during the term of this Agreement and for a period of three (3) years after the expiration or termination of this Agreement.
13.3 The provisions of this Section 13 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will only disclose that information that is expressly required.
14. WARRANTY AND DISCLAIMER
14.1 Each party represents and warrants that: (a) it has full power to enter into this Agreement and to grant to the other party the rights granted to such other party under this Agreement; (b) it has obtained all necessary corporate approvals to enter into and execute this Agreement; and (c) its entering into this Agreement and performance of obligations under this Agreement will not in any way conflict or violate any duty that it may have to any other person or entity, or under any agreement and/or commitment on its part.
14.2 Odie warrants that Odie’s delivery of the Service will meet the requirements set forth in the applicable Service Level Agreement found at totango.com/legal/service-level-agreement. Customer’s sole and exclusive remedy (and Odie’s entire liability) for any breach of the warranty set forth in the preceding sentence will be as set forth in the Service Level Agreement. Odie further warrants that the Service, as provided by Odie, will not infringe any third party intellectual property rights, subject to the exclusions set forth in Section 14.3. Customer’s sole and exclusive remedy (and Odie’s entire liability) for any breach of the warranty set forth in the preceding sentence will be the indemnification provided in Section 15.1.
14.3 Except for as expressly provided in this Agreement, the Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. Customer assumes all responsibility for the selection of the Service to achieve Customer’s intended results. ODIE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ODIE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ODIE DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY INFORMATION, RESULTS, OR ADVICE THAT CUSTOMER OBTAINS THROUGH THE SERVICE. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
14.4 Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS IN SECTION 15, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ODIE FOR ANY DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER AND COLLECTED BY ODIE FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO BRINGING THE CLAIM. NOTWITHSTANDING THE FOREGOING, ODIE’S AGGREGATE LIABILITY FOR CLAIMS ARISING FROM (I) ODIE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT THAT DIRECTLY CAUSES A BREACH OF CUSTOMER DATA, OR (II) ODIE’S BREACH OF SECTION 13 (CONFIDENTIALITY), SHALL NOT EXCEED TWO TIMES (2X) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM, WHICH SHALL BE ODIE’S ABSOLUTE MAXIMUM LIABILITY FOR ANY AND ALL SUCH CLAIMS.
15. INDEMNIFICATION
15.1 Odie will defend any suit or action brought against Customer to the extent that it is based upon a third party claim that the Service, as provided by Odie to Customer pursuant to this Agreement, infringes any U.S. patent, copyright, or misappropriates any trade secret. Odie will pay any costs, damages, and reasonable attorneys’ fees attributable to such a claim awarded in final judgment against, or paid in settlement, by Customer. Odie’s obligations under this Section 15.1 are contingent upon: (a) Customer providing Odie with prompt written notice of such claim; (b) Customer providing reasonable cooperation to Odie, at Odie’s expense, in the defense and settlement of such claim; and (c) Odie having sole authority to defend or settle such claim.
15.2 If Customer’s use of the Service is, or in Odie’s opinion is likely to be, enjoined due to the type of claim specified in Section 15.1, then Odie may at its sole option and expense: (i) replace or modify the Service to make them non-infringing and of equivalent functionality; (ii) procure for Customer the right to continue using the Service under the terms of this Agreement; or (iii) if Odie is unable to accomplish either (i) or (ii) despite using its reasonable efforts, terminate Customer’s rights and Odie’s obligation under this Agreement with respect to such Service and refund to Customer a pro-rata portion of the fees paid for the remaining term during which Customer would have had access to the Service.
15.3 Exclusions. Notwithstanding the terms of Section 15.1, Odie will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (i) the combination, operation or use of the Service with equipment, devices, software or data (including without limitation Data) not supplied by Odie, if a claim would not have occurred but for such combination, operation or use; or (ii) Customer’s or an End User’s use of the Service other than in accordance with the Terms.
15.4 Sole Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ODIE AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICE.
15.5 Customer agrees to defend, indemnify and hold harmless Odie and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from (i) Customer’s breach of Section 4 (Restrictions on Use); (ii) Data that infringes or misappropriates any third party Intellectual Property Rights or violates any third party’s privacy rights or applicable data protection laws; (iii) Customer’s violation of applicable law in connection with Customer’s use of the Service; and/or (iv) claims brought by Customer’s End Users arising from Customer’s authorization of such End Users’ access to the Service or such End Users’ violation of this Agreement. Customer’s obligations under this Section 15.5 are contingent upon: (a) Odie providing Customer with prompt written notice of such claim; (b) Odie providing reasonable cooperation to Customer, at Customer’s expense, in the defense and settlement of such claim; and (c) Customer having sole authority to defend or settle such claim.
16. GENERAL TERMS
16.1 Publicity. Subject to Customer’s prior written consent, Odie may identify Customer as a customer of the Services and display Customer Marks in Odie’s marketing materials (including both printed and online). Customer may grant such consent via email to an authorized Odie representative, and such consent shall remain effective until Customer provides written notice of revocation to Odie. Upon revocation, Odie will have ninety (90) days to remove Customer Marks from its materials. However, Odie may continue to use materials printed or distributed prior to the effective date of revocation. Odie will comply with any reasonable trademark usage guidelines Customer provides to Odie in connection with Customer Marks. Customer retains all title in and to Customer Marks, and all goodwill developed from such use shall be solely for Customer’s benefit.
16.2 Compliance with laws. Each party shall comply with all applicable laws relating in any way to its performance of its obligations under this Agreement. Customer agrees to comply fully with all applicable export laws and regulations in any jurisdiction to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. With respect to accessibility requirements under applicable law, Odie uses commercially reasonable efforts to design and maintain the Service in a manner that supports conformity with Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, as updated from time to time. Customer acknowledges that (i) accessibility compliance is a shared responsibility, and Customer is solely responsible for ensuring that Customer's use of the Service, including any Data, content, or configurations created or uploaded by Customer, meets Customer's accessibility obligations under applicable law; (ii) Odie does not warrant that the Service will meet all accessibility requirements under any specific jurisdiction's laws; and (iii) Odie's accessibility efforts are subject to technical feasibility and do not require fundamental alteration of the Service's core functionality. Customer will promptly notify Odie in writing of any specific accessibility deficiencies Customer identifies in the Service, and Odie will use commercially reasonable efforts to address such deficiencies in accordance with Odie's standard product development cycle.
16.3 Assignment. This Agreement, and any rights granted hereunder, may not be transferred or assigned by Customer, except that Customer may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets, provided that (i) Customer provides Odie with written notice of such assignment, (ii) the successor entity assumes all of Customer’s obligations under this Agreement, and (iii) any purported assignment by Customer in violation of this Section 16.3 shall be void and of no effect. This Agreement may be assigned by Odie without restriction.
16.4 Entire Agreement and Order of Precedence. This Agreement, together with all Order Forms, Statements of Work (if any), Service Level Agreements, and Data Processing Addenda (if executed by both parties), represent the complete agreement concerning the Service between Customer and Odie and supersede all prior agreements and representations related to the subject matter hereof. In the event of any conflict or inconsistency between or among such documents, the following order of precedence shall apply: (i) the Order Form, (ii) this Agreement, (iii) any Service Level Agreement, (iv) any Data Processing Addendum executed by both parties (or, if not executed, the DPA available at totango.com/legal/data-processing-agreement; (v) any EU Regulatory Addendum executed by both parties (or, if not executed, the EU Regulatory Terms available at totango.com/legal/eu-terms, (vi) the AI Terms available at totango.com/legal/ai-terms, and (vii) any Statement of Work; provided, however, that no Order Form, Statement of Work, Service Level Agreement, or Data Processing Addendum shall modify the liability limitations, disclaimer of warranties, indemnification obligations, intellectual property ownership, confidentiality obligations, restrictions on use, or other material terms of this Agreement unless such modification is expressly stated in such document and signed by authorized representatives of both parties.
16.5 Governing Law and Jurisdiction. This Agreement and each Order Form shall be governed by the laws of the State of New York, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the state and federal courts located in New York County, New York, and each party hereby irrevocably consents to the jurisdiction of such courts.
16.6 Notices. Notice shall be deemed effective one (1) day after being sent to either the designated fax, email, or postal address set forth in the Order Form.
16.7 General Provisions. Section headings are provided for convenience only and have no substantive effect on construction. Except for Customer’s obligation to pay Odie, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision is held to be unenforceable, this Agreement shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.