Business Services Agreement

Last Updated: September 10, 2026

This Business Services Agreement (“Agreement”) is entered into between Smoov It, Inc., a Delaware corporation with a mailing address at 8415 NE 13th Street, Clyde Hill, WA 98004 (“Smoov”), and the entity identified as Customer in an applicable Order Form (“Customer”).

The Agreement becomes effective when Customer executes or accepts the first Order Form incorporating it (the “Effective Date”).

Smoov and Customer are each a “Party” and collectively the “Parties.”

Each individual entering into this Agreement on behalf of an entity represents and warrants that the individual has authority to bind that entity.

1. Agreement Structure

Customer may purchase Services through order forms, statements of work, proposals, or other written ordering documents expressly incorporating this Agreement (each, an “Order Form”).

Each Order Form is incorporated into this Agreement.

The following order of precedence applies in a conflict:

1. the applicable Order Form, but only for commercial or service-specific terms that expressly override this Agreement;
2. an applicable Data Processing Addendum, solely concerning processing governed by that addendum; and
3. this Agreement.

The public Smoov Terms of Service do not supersede this Agreement with respect to Customer’s use of Services governed by an Order Form.

A modification of an Order Form does not modify this Agreement unless it expressly identifies the provision being modified.

2. Services

Smoov provides relationship infrastructure designed to help businesses identify, activate, and learn from warm professional relationships.

Services may include software access, professional relationship workflows, events, communications, and related products or services as described in the applicable Order Form (“Services”).

Smoov will perform the Services materially in accordance with the applicable Order Form.

Unless expressly specified otherwise, Smoov controls the methods, personnel, technology, workflows, vendors, and means used to perform the Services.

Smoov may improve or modify the Services, provided that it does not materially reduce contracted core functionality during a committed paid term without providing a commercially reasonable alternative.

The Services are non-exclusive. Nothing restricts Smoov from providing similar services to other customers, including Customer’s competitors, provided Smoov complies with its confidentiality obligations.

3. No Guaranteed Outcome

Customer acknowledges that professional relationships, invitations, attendance, introductions, sales processes, and commercial outcomes depend upon factors outside Smoov’s control.

Unless an Order Form expressly creates a specific performance commitment, Smoov does not guarantee:

• acceptance of an invitation or introduction;
• attendance by a particular person or number of people;
• existence or strength of any relationship;
• completion of a meeting;
• follow-up or response;
• creation of an opportunity;
• pipeline or revenue;
• customer acquisition;
• investment, hiring, partnership, or another business result; or
• success of a particular connector, format, recommendation, or relationship path.

A performance-based pricing arrangement does not itself constitute a representation or guarantee that the corresponding outcome will occur.

4. Customer Responsibilities

Customer will reasonably cooperate and provide information, access, approvals, and decisions reasonably necessary for Smoov to perform the Services.

Customer is responsible for the accuracy and lawfulness of its Customer Data, target criteria, instructions, approvals, offers, and representations.

Customer will:

• use the Services only for lawful business purposes;
• provide only information it has sufficient rights or lawful authority to provide;
• obtain legally required notices, permissions, authorizations, or consents for Customer Data and Customer-directed processing;
• ensure Customer-directed communications comply with applicable law;
• not instruct Smoov to engage in unlawful, deceptive, discriminatory, fraudulent, harassing, or unauthorized conduct;
• not knowingly provide materially false information concerning relationships, attendance, attribution, opportunities, conversions, or outcomes;
• comply with reasonable Smoov security requirements; and
• promptly inform Smoov of known unauthorized account access or misuse.

Customer remains solely responsible for its products and services and for its independent commercial decisions, statements, offers, negotiations, transactions, contracts, and conduct toward prospects, attendees, connectors, or other third parties.

5. Fees, Invoicing, and Payment

Customer will pay all Fees specified in applicable Order Forms.

Unless an Order Form provides otherwise, invoices are due within thirty (30) days after receipt.

Fees are denominated in U.S. dollars.

Except as expressly stated otherwise, Fees are non-refundable once earned.

Invoice Disputes

Customer must notify Smoov in writing of a good-faith invoice dispute within fifteen (15) days after receipt of the applicable invoice and describe the basis of the dispute with reasonable specificity.

Customer will timely pay all undisputed amounts.

The Parties will work in good faith to resolve properly disputed amounts.

Customer may not withhold, deduct, recoup, or set off amounts properly due to Smoov based on an unrelated claim against Smoov, except to the extent applicable law does not permit such restriction.

Failure to dispute an invoice within the period above does not waive claims that could not reasonably have been discovered during that period, but it does not excuse timely payment of undisputed amounts.

Late Payments

Undisputed amounts remaining overdue may accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

Customer will reimburse Smoov for reasonable collection costs, including reasonable attorneys’ fees, incurred to collect amounts finally determined to be due.

Smoov may suspend affected Services if an undisputed amount remains unpaid more than ten (10) days after written notice.

Payments and Taxes

Smoov may use payment processors to collect amounts properly due.

Customer authorizes Smoov and its payment processors to charge authorized payment methods for properly due amounts.

Customer is responsible for sales, use, value-added, excise, and similar transaction taxes, excluding taxes imposed on Smoov’s net income.

6. Performance, Referral, and Outcome Fees

An Order Form may make a Fee contingent on an introduction, attendance, meeting, referral, conversion, customer acquisition, revenue event, or other defined result (a “Qualifying Outcome”).

The applicable Order Form will specify, as relevant:

• what constitutes a Qualifying Outcome;
• the applicable Fee;
• attribution criteria;
• attribution period;
• exclusions;
• reporting requirements; and
• payment timing.

Reporting

Where a Qualifying Outcome is not directly observable by Smoov, Customer will provide materially complete and accurate information concerning whether it occurred.

Unless an Order Form states otherwise, Customer will notify Smoov within ten (10) business days after becoming aware of a Qualifying Outcome.

Anti-Circumvention

Customer will not knowingly structure, route, delay, re-characterize, rename, assign, transfer, or otherwise conduct a transaction for the primary purpose of avoiding a Fee that would otherwise be earned.

Where an Order Form attributes outcomes involving a particular person, account, or organization, an otherwise qualifying transaction conducted through a Customer affiliate or substantially equivalent entity during the applicable attribution period will not cease to qualify merely because a different Customer-controlled or affiliated entity formally completes the transaction.

This Section does not expand the underlying Qualifying Outcome beyond the definition contained in the applicable Order Form.

Records and Verification

Customer will retain records reasonably sufficient to determine applicable performance Fees throughout the attribution period and for twenty-four (24) months thereafter.

Upon reasonable written request, Customer will provide information reasonably sufficient to verify whether a Qualifying Outcome occurred.

Smoov will limit verification requests to information reasonably relevant to attribution and will not require disclosure of unrelated confidential commercial information.

If Smoov reasonably believes a material underpayment has occurred and ordinary verification cannot resolve the issue, Smoov may request verification by an independent accountant mutually acceptable to the Parties and bound by confidentiality obligations.

Such review will be limited to records reasonably necessary to determine amounts due.

Smoov will bear the cost unless the review identifies an underpayment exceeding five percent (5%) of the amount properly payable for the reviewed period, in which case Customer will reimburse reasonable review costs.

Attribution Disputes

The Parties will resolve attribution disputes in good faith using reasonably reliable evidence, which may include platform records, introduction records, attendance information, written communications, Customer records, participant confirmations, and other relevant evidence.

Smoov will not knowingly charge Customer twice for the same Qualifying Outcome unless an Order Form expressly provides for separate Fees.

7. Customer Data

“Customer Data” means information, content, records, or materials submitted, uploaded, imported, or otherwise provided to Smoov by or on behalf of Customer.

Customer retains all right, title, and interest it otherwise possesses in Customer Data.

Customer grants Smoov a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, process, analyze, display, and otherwise use Customer Data only as reasonably necessary to:

• provide the Services;
• perform Customer-authorized workflows;
• operate authorized integrations;
• maintain, secure, support, and troubleshoot the Services;
• detect and prevent abuse;
• comply with applicable law;
• enforce this Agreement; and
• otherwise process Customer Data as expressly permitted by this Agreement, an Order Form, the Privacy Policy, or an applicable DPA.

Except where authorized by Customer, reasonably necessary to perform a Customer-requested workflow, or otherwise expressly permitted by this Agreement, Smoov will not make Customer’s confidential business information available as raw Customer Data to an unrelated customer.

8. Authorized Collaboration

Customer acknowledges that certain Services require information to move among multiple participants.

Customer authorizes Smoov to disclose portions of Customer Data to connectors, co-hosts, attendees, invitees, vendors, or other authorized participants where reasonably necessary to perform a workflow Customer requests or authorizes.

For example, where Customer requests an introduction or event, Smoov may communicate information reasonably necessary to authorized participants helping fulfill that request.

Smoov will limit such disclosures to information reasonably relevant to the applicable workflow.

Information disclosed for a particular workflow does not become unrestricted property of another participant.

9. Participant and Network Data

“Participant Data” means information individuals provide directly to Smoov in connection with their own participation in the Services.

Smoov may process Participant Data pursuant to its Privacy Policy and applicable law.

“Network Data” means information generated through participation in the Services concerning professional relationships and related activity.

Network Data does not include Customer Confidential Information merely because such information contributed to a workflow.

Subject to applicable law and applicable privacy rights, Smoov may use Network Data to operate and improve the Services.

For clarity, participation in a Customer workflow does not give Customer exclusive ownership of an individual, an underlying professional relationship, a participant’s independently provided information, or Smoov-generated network intelligence.

Nothing in this Agreement purports to assign ownership of an individual’s personal information in a manner inconsistent with applicable privacy law.

10. Derived Data

“Derived Data” means analytics, insights, and other information generated by or on behalf of Smoov through operation of the Services.

As between Smoov and Customer, Smoov owns all right, title, and interest in its Derived Data and may use it to operate, secure, analyze, develop, and improve Smoov products and Services, including across customers.

Smoov’s use of Derived Data will not give an unrelated customer access to Customer’s confidential source information except where Customer authorizes disclosure.

Nothing restricts Smoov from independently developing, acquiring, or using relationships, technology, information, knowledge, ideas, or materials obtained independently of Customer Data.

Customer owns its confidential inputs. Smoov owns the platform and intelligence it generates. The Smoov network may compound without exposing one customer’s confidential source data to another.

11. Smoov Intellectual Property

“Smoov IP” includes the Services and all technology, software, interfaces, designs, documentation, know-how, inventions, improvements, Derived Data, and other intellectual property owned, developed, or licensed by Smoov.

As between the Parties, Smoov owns all right, title, and interest in Smoov IP.

No right is transferred to Customer other than Customer’s limited contractual right to use the Services during the applicable term.

Customer will not directly or indirectly:

• copy, modify, reproduce, or create derivative works from Smoov IP;
• reverse engineer, decompile, disassemble, or attempt to discover underlying code or other underlying technology;
• scrape, harvest, or systematically extract data except through expressly authorized functionality;
• use Smoov IP, Network Data, Derived Data, or proprietary outputs to develop, train, benchmark, evaluate, improve, or operate a competing product;
• use Smoov for competitive analysis intended to replicate its functionality or technology;
• use proprietary Smoov information or output to train or improve a competing product or service;
• bypass security, authentication, rate limits, or technical controls; or
• remove proprietary notices.

Customer acknowledges that unauthorized copying, reverse engineering, competitive misuse, scraping, or misappropriation may cause irreparable harm for which damages alone may be inadequate, and Smoov may seek available equitable relief.

12. Feedback

If Customer provides Smoov with ideas, recommendations, feature requests, suggestions, or other feedback concerning Smoov (“Feedback”), Smoov may use and commercialize that Feedback without restriction or obligation.

Feedback does not include Customer Data or Customer Confidential Information merely because such information was communicated to Smoov.

13. Confidentiality

“Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood to be confidential given its nature and circumstances.

Confidential Information includes non-public business plans, product plans, financial information, pricing, customer information, security information, technology, trade secrets, Customer Data, and proprietary technical information.

Confidential Information excludes information Recipient can demonstrate:

• was lawfully known without confidentiality restriction before disclosure;
• becomes public without breach of this Agreement;
• is lawfully obtained from another source without confidentiality restriction; or
• is independently developed without use of Discloser’s Confidential Information.

Recipient will use Confidential Information only as necessary to perform or exercise rights under this Agreement and will protect it using at least reasonable care.

Recipient may disclose it to personnel, contractors, service providers, professional advisers, actual or prospective investors, financing sources, acquirers, or similar representatives who have a legitimate need to know and are subject to confidentiality obligations reasonably appropriate to the information.

Recipient remains responsible for violations of this Section by representatives acting on Recipient’s behalf to the extent provided by applicable law.

Where disclosure is legally required, Recipient may disclose the required information and, where legally permitted, will provide reasonable advance notice so Discloser may seek protective treatment.

These obligations survive for five (5) years following termination.

For information qualifying as a trade secret, confidentiality obligations survive for as long as the information remains protected as a trade secret under applicable law.

14. Privacy and Data Security

Each Party will comply with privacy and data-protection laws applicable to its respective processing activities.

Where Smoov processes personal information solely on Customer’s behalf as a processor or service provider, an applicable Smoov DPA will govern such processing where required or agreed.

Smoov will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized acquisition, access, alteration, destruction, or disclosure.

Smoov’s safeguards include encryption of data in transit and at rest and authentication and access controls.

Smoov will notify Customer without undue delay after becoming aware of a confirmed security incident involving unauthorized access to Customer Data where notification is required by applicable law or an applicable DPA.

Unless separately agreed in writing, Customer will not submit protected health information governed by HIPAA, payment-card credentials outside Smoov’s authorized payment flow, Social Security numbers, or other specially regulated information that the Services are not designed to process.

15. Communications Compliance

Where Customer requests Smoov to facilitate invitations, introductions, emails, SMS, or other communications, Customer is responsible for ensuring Customer’s underlying instructions and information provided to Smoov are lawful.

Smoov will maintain applicable opt-out or suppression mechanisms for communications sent by Smoov where required.

Customer may not instruct Smoov to circumvent an individual’s applicable unsubscribe, opt-out, or suppression request.

Smoov may decline or stop communications it reasonably believes would violate applicable law, recipient preferences, security requirements, or Smoov policies.

16. Events and Third-Party Vendors

Where the Services involve dinners, events, venues, catering, alcohol service, transportation, speakers, photographers, entertainment, or other third-party goods or services, such third parties are independent providers unless an Order Form expressly states otherwise.

Smoov does not warrant or control independent vendors’ performance and is not responsible for their acts or omissions outside Smoov’s reasonable control.

Customer will comply, and will use commercially reasonable efforts to ensure its personnel and Customer-directed guests comply, with applicable venue rules and law.

Customer is responsible for bodily injury, property damage, or third-party claims caused by the negligence, unlawful conduct, or willful misconduct of Customer or Customer’s personnel.

Pass-through venue, vendor, cancellation, food-and-beverage minimum, or similar commitments approved by Customer may remain payable notwithstanding cancellation to the extent those amounts are non-refundable or committed to the applicable third party.

Specific event cancellation and payment terms may be stated in the applicable Order Form and will control.

Nothing in this Agreement releases or limits liability that applicable law prohibits from being released or limited.

17. Third-Party Products

The Services may integrate with or rely upon third-party products and services.

Third-party services are governed by their providers’ respective terms and policies.

Smoov is not responsible for acts, omissions, interruptions, changes, or discontinuations attributable to third-party providers outside Smoov’s reasonable control.

Smoov may replace providers from time to time subject to applicable contractual and data-protection obligations.

18. Representations and Limited Warranty

Each Party represents and warrants that:

• it has authority to enter into this Agreement; and
• its execution and performance of this Agreement do not knowingly violate another agreement binding upon it.

Smoov warrants that professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices.

Customer must notify Smoov of an alleged material breach of this warranty within thirty (30) days after performance of the affected Services.

Smoov’s first obligation will be commercially reasonable re-performance.

If Smoov cannot reasonably cure the breach, Customer’s exclusive remedy for breach of this service warranty will be a refund of Fees paid specifically for the materially nonconforming Services.

19. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND SMOOV IP ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

SMOOV DISCLAIMS ALL OTHER EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Smoov does not warrant uninterrupted, error-free, completely secure operation or complete accuracy of relationship information, recommendations, or third-party information.

20. Smoov Indemnification

Smoov will defend Customer against a third-party claim alleging that Customer’s authorized use of the unmodified Services infringes that third party’s U.S. patent, copyright, or trademark, or misappropriates its trade secret, and will pay damages finally awarded against Customer or settlement amounts approved by Smoov.

Smoov has no obligation to the extent a claim results from:

• Customer Data;
• third-party products;
• modifications not made by Smoov;
• unauthorized use;
• use contrary to this Agreement; or
• combination with products not supplied or authorized by Smoov where the claim would not otherwise have arisen.

If an infringement claim appears reasonably likely, Smoov may:

• obtain Customer’s right to continue using the affected Services;
• modify or replace them with materially equivalent functionality; or
• terminate affected Services and refund prepaid Fees allocable to the unused portion of the affected committed term.

This Section states Smoov’s entire liability and Customer’s exclusive remedy for third-party intellectual-property infringement claims concerning the Services.

21. Customer Indemnification

Customer will defend, indemnify, and hold harmless Smoov and its officers, directors, employees, agents, and affiliates from third-party claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys’ fees arising from or relating to:

• Customer Data or Customer’s lack of sufficient rights to provide it;
• Customer-directed targeting, communications, or outreach that violates applicable law or third-party rights;
• Customer’s products or services;
• claims concerning Customer’s representations, promises, warranties, offers, advertising, negotiations, or sales activity;
• transactions or agreements Customer enters into with a prospect, attendee, connector, customer, or third party;
• Customer’s violation of intellectual-property, privacy, confidentiality, contractual, publicity, or other third-party rights;
• Customer’s material breach of Sections 4 or 11;
• bodily injury or property damage caused by Customer or its personnel; or
• Customer’s fraud, willful misconduct, unlawful conduct, or material misrepresentation.

This indemnity does not apply to the extent a claim was caused by Smoov’s own conduct for which Smoov is legally responsible.

22. Indemnification Procedure

The indemnified Party will provide reasonably prompt notice of a covered claim and reasonable cooperation.

Failure to provide prompt notice relieves the indemnifying Party only to the extent materially prejudiced by the delay.

The indemnifying Party controls the defense and settlement.

The indemnified Party may participate through separate counsel at its own expense.

No settlement may admit wrongdoing by, impose non-monetary obligations upon, or materially restrict the business of the indemnified Party without its prior written consent, not to be unreasonably withheld.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SMOOV UNDER THE ORDER FORM GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The foregoing aggregate cap does not limit:

• Customer’s obligation to pay Fees properly due;
• Customer’s liability for unauthorized copying, scraping, reverse engineering, competitive misuse, or intentional misappropriation of Smoov IP;
• either Party’s fraud or willful misconduct; or
• liability that applicable law does not permit to be limited.

Multiple claims do not increase the aggregate cap.

No provision of this Agreement is intended to exclude responsibility that applicable law prohibits a Party from excluding.

24. Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or terminated.

Each Order Form continues for the term specified in that Order Form.

Neither Party may terminate an Order Form for convenience during a committed term unless the Order Form expressly permits convenience termination.

25. Termination for Cause

Either Party may terminate this Agreement or an affected Order Form for a material breach not cured within thirty (30) days after written notice.

Smoov may terminate or suspend affected Services if Customer fails to pay an undisputed amount and does not cure the failure within ten (10) days after written notice.

Either Party may terminate if the other Party ceases business, becomes insolvent, makes a general assignment for creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

Smoov may immediately suspend access where reasonably necessary to prevent fraud, unlawful activity, significant security threats, material harm, or unauthorized misuse of Smoov IP.

26. Effect of Termination

Upon expiration or termination:

• Customer’s right to access affected Services ends;
• Customer will pay all Fees earned or accrued through termination;
• Qualifying Outcome Fees remain payable for Qualifying Outcomes arising during an attribution period established before termination;
• each Party will return or destroy the other Party’s Confidential Information upon reasonable request, subject to applicable legal, archival, backup, and compliance requirements; and
• Smoov will handle Customer Data pursuant to this Agreement and any applicable DPA.

Where technically available and contractually required, Customer may request export of applicable Customer Data during the term or within thirty (30) days following termination.

Termination, non-renewal, migration to another provider, or cessation of use does not eliminate an outcome, referral, or performance Fee properly attributable to a Smoov-originated relationship during an attribution period established before termination.

Accrued payment, attribution, intellectual-property, data ownership, confidentiality, restrictions, disclaimer, indemnification, limitation-of-liability, and dispute provisions survive as necessary to give them effect.

27. Publicity

Unless Customer opts out in writing or an Order Form provides otherwise, Smoov may factually identify Customer as a Smoov customer and display Customer’s name and logo in customer lists, sales materials, fundraising materials, and on Smoov’s website, subject to reasonable written brand guidelines.

Customer may revoke prospective public use by written notice.

Smoov will obtain separate approval before publishing:

• a detailed case study;
• an attributed testimonial; or
• confidential Customer performance or revenue metrics.

Neither Party may falsely imply endorsement by the other.

28. Independent Contractors; No Agency

The Parties are independent contractors.

Nothing creates an employment, partnership, joint venture, fiduciary, franchise, brokerage, or agency relationship.

Neither Party may bind the other except through express written authority.

Smoov’s facilitation of an introduction, relationship, transaction, or event does not make Smoov a party, broker, fiduciary, agent, or representative in an independent transaction between Customer and another party.

29. Governing Law and Venue

This Agreement is governed by the laws of the State of California without regard to conflict-of-laws principles.

Before commencing litigation, the Parties will attempt in good faith to resolve the dispute through discussions between representatives with authority to settle it, unless emergency equitable relief is reasonably necessary.

The state and federal courts located in San Francisco County, California have exclusive jurisdiction over disputes arising from this Agreement, and each Party consents to jurisdiction and venue there.

Either Party may seek temporary, preliminary, or other equitable relief in an appropriate jurisdiction where reasonably necessary to protect intellectual property, confidential information, security, or other legal rights.

30. Notices

Formal legal notices must be in writing.

Notices to Customer may be delivered to the business or legal contact specified in the applicable Order Form.

Notices to Smoov must be sent to:

Smoov It, Inc.
8415 NE 13th Street
Clyde Hill, WA 98004
United States
info@smoov.co

Email notice is effective upon receipt if the sender does not receive an automated nondelivery notice.

Routine invoices, operational communications, support requests, approvals, and ordinary product communications are not formal legal notices unless expressly identified as such.

31. Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, except that either Party may assign without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing transaction, or sale of all or substantially all relevant business or assets.

Customer may not assign this Agreement to a direct competitor of Smoov without Smoov’s prior written consent.

A prohibited assignment is void to the extent permitted by law.

32. Force Majeure

Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, widespread internet or telecommunications outages, government action, war, civil unrest, labor disruptions, or failures of critical third-party infrastructure.

Force majeure does not excuse payment obligations already properly due.

33. General

If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective.

Failure or delay in exercising a right does not waive that right.

Waivers must be in writing by an authorized representative.

Headings are for convenience and do not affect interpretation.

This Agreement creates no third-party beneficiaries unless expressly stated.

Electronic signatures and counterparts are effective as originals.

Customer purchase orders or procurement forms are administrative documents only and do not modify this Agreement unless expressly accepted in writing by an authorized representative of Smoov.

No preprinted, click-through, portal, vendor-registration, purchase-order, or procurement terms supplied by Customer will modify or supplement this Agreement merely because Smoov accepts a purchase order, submits an invoice, accesses a procurement portal, or provides Services.

This Agreement, its Order Forms, and applicable addenda constitute the entire agreement concerning their subject matter and supersede prior or contemporaneous proposals, discussions, emails, representations, and understandings concerning that subject matter.

An amendment must be in writing and accepted by authorized representatives of both Parties unless this Agreement expressly provides otherwise.