DEFINITIONS
1.1 Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with Amii or Customer. “Control” for purposes of this definition, means (a) direct or indirect ownership or control of more than 50% of the voting interests of the subject entity or (b) the power to direct or cause the direction of the management or policies of the subject entity, whether through ownership of voting stock or otherwise.
1.2 Customer means the corporate entity specified in the Company Name field on the Order Form.
1.3 Customer Data means all electronic data and/or Personal Information transmitted by or on behalf of Customer (including its end users) to or from the Subscription Service (as defined below) or which it processes through the Subscription Service.
1.4 Intellectual Property Rights means current and future worldwide rights under patent, copyright, trademark or trade secrets, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Subscription Service is used or offered.
1.5 Order Form means the credit card payment page to which this agreement is linked, or invoice sent to Customer.
1.6 Personal Information means any personal information, either alone or in combination with other information, by which a natural person can be identified or located, or that can be used to identify or locate a natural person.
1.7 Renewal Notice means an invoice or other document sent to Customer by Amii at least 30 days prior to the end of the Initial Subscription Term or Renewal Term.
1.8 Services means the Subscription Service.
1.9 Territory means Canada.
1.10 User means an employee, agent or independent contractor of Customer for which individual access to the Subscription Service has been paid for by Customer pursuant to this Agreement.
SUBSCRIPTION SERVICE
2.1 Subscription. Amii grants to Customer and its Users a non-exclusive, non-transferable, non-sublicensable right to access and use its online AI training service offering for Customer’s internal learning needs in the Territory (the “Subscription Service”). The Initial Subscription Term shall be as stated on the Order Form. At the end of the Initial Subscription Term the Subscription Service will be automatically renewed for a subsequent period equal to the Initial Subscription Term (each, a “Renewal Term”), at Amii’s then-current pricing, unless Customer provides written notice of termination to Amii at least 15 days prior to the end of the Initial Subscription Term or current Renewal Term (if applicable). The Initial Subscription Term and all Renewal Terms may be collectively referred to as the “Subscription Term”. Customer is responsible for payment of the Subscription Service Fees (as defined in the Order Form or Renewal Notice). Amii may modify the Subscription Service (e.g. to maintain or improve functionality or security), provided the modification does not materially negatively affect the Subscription Service.
2.2 Subscription Start Date. Unless otherwise specified in the Order Form, the subscription start date upon which the Subscription Term begins is the date of the initial credit card payment (“Subscription Start Date”).
2.3 Customer Responsibilities and Conditions of Use. Customer is responsible for all activities conducted by it or through the accounts of its Users in the Subscription Service and agrees to abide by the Customer Responsibilities and Conditions of Use attached hereto as Schedule A, as updated from time to time. Any breach of the Customer Responsibilities and Conditions of Use may result in the immediate suspension or termination of the Subscription Service by Amii.CODE OF CONDUCT, PRIVACY AND SECURITY
3.1 Code of Conduct. Customer’s and its Users’ use of the Subscription Service is subject to Amii's Code of Conduct found on Amii’s website (https://www.amii.ca/code-of-conduct), which is incorporated by reference into this Agreement. By using the Subscription Service, Customer and its Users agree to abide by the principles and expectations outlined in the Code of Conduct. Amii reserves the right to suspend or terminate Customer’s or any of its Users’ access to the Subscription Service if they violate the Code of Conduct.
3.2 Customer and its Users’ use of the Subscription Service is subject to Amii’s privacy policy found on Amii’s website (https://www.amii.ca/privacy-policy). Customer and its Users acknowledge that they have read such privacy policy, and consent to the collection, use, and disclosure of Personal Information for the purposes therein identified. Customer and its Users also grant Amii permission to anonymize or combine their Personal Information, if any, with that of others in a way that does not identify any individual personally for any business reason in Amii’s sole discretion, including without limitation to improve the Subscription Service.
3.3 Safeguards. Amii will maintain commercially reasonable and appropriate administrative, physical, technical and organizational safeguards designed to protect and secure Customer Data against unauthorized and unlawful loss, access or disclosure. Amii will maintain physical, electronic and procedural safeguards in compliance with applicable cyber security and privacy laws (including the Personal Information Protection and Electronic Documents Act (Canada) and other applicable privacy laws) to protect Customer Data. Customer understands and agrees that the technical and organizational measures are subject to technical progress, development and improvements for the protection of Personal Information and Amii reserves the right to update the technical and organizational security measures provided the technical and organizational security measures will not materially diminish Amii’s information security obligations described therein.
3.4 Notification. If Amii discovers that Customer Data has been acquired by an unauthorized person or otherwise been the subject of an unauthorized disclosure, Amii will promptly (as soon as reasonably feasible) notify Customer, without undue delay, as allowed by applicable law.
FEES AND PAYMENT
4.1 Fees, Invoicing and Payment. All fees and related expenses for the Subscription Service shall be set forth as Subscription Service Fees in the Order Form and shall be paid on or in advance of the Subscription Start Date, and in respect of any Renewal Term, on or in advance of the start of the Renewal Term. All Subscription Service Fees paid are non-refundable.
4.2 Taxes. Subscription Service Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (“Taxes”).
TERMINATION
5.1 Subscription Service Termination. Either party may terminate the Agreement or a Subscription Service:
(a) for cause upon 30 days’ written notice to the other party of a material breach, including untimely payment or violation of the conditions of assignment set forth in Section 11.2, if the breach remains uncured at the expiration of the 30-day period. Consent to extend the cure period will not be unreasonably withheld, so long as the breaching party has commenced cure during the 30-day notice period and pursues cure of the breach in good faith; or
(b) immediately if the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
5.2 Suspension for Ongoing Harm. Amii reserves the right to suspend Customer’s access or use of all or part of the Subscription Service if Amii reasonably concludes that Customer or its Users’ use of the Subscription Service is causing immediate and/or ongoing harm to Amii or the security, integrity or availability of the Subscription Service in violation of Customer Responsibilities and Conditions of Use referred to in Section 2.3. Amii will use commercially reasonable efforts under the circumstances to provide Customer notice of the cause of the suspension, and the suspension will only remain in place for the minimum amount of time necessary for Customer to cure the breach which led to the suspension. If Amii suspends Customer’s right to access or use any portion or all of the Subscription Service in accordance with this Section 5.2: (i) Customer will remain responsible for all Subscription Service Fees; (ii) Amii shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or related to any suspension of the Subscription Service in accordance with this Section 5.2; (iii) the suspension shall not extend the Subscription Term; and (iv) Amii will not delete any Customer Data on the Subscription Service as a result of the suspension, except as specified elsewhere in this Agreement.
5.3 Effect of Termination. Upon termination of the Agreement or Subscription Service: (i) Customer's Subscription Service and access to it will immediately cease; (ii) Amii has no obligation to maintain or return any Customer Data; and (iii) each party must, in accordance with the other party’s written directions, return or destroy any of the other party’s Confidential Information (as defined below), and provide written certification of destruction.INTELLECTUAL PROPERTY RIGHTS
6.1 Reservation of Rights. Except as expressly set forth in this Agreement, this Agreement does not grant (a) Amii any Intellectual Property Rights in Customer Data or (b) Customer any Intellectual Property Rights in the Subscription Service or Amii trademarks. As between Amii and Customer, Amii will own all rights in any copy, translation, modification, adaptation or derivation of the Subscription Service, including any improvement or development thereof.
CONFIDENTIALITY
7.1 Confidential Information. “Confidential Information” means any material, data, or information, in any form or media, that is proprietary or confidential to a disclosing party and is marked as confidential, or by its nature or treatment by its owner or by the circumstances surrounding such disclosure should reasonably be considered confidential. Confidential Information includes, without limitation: (a) nonpublic information relating to the disclosing party's technology, prices, Intellectual Property Rights, specifications, manuals, business plans, product roadmaps, results of benchmark tests, promotional and marketing activities, finances and other business affairs; (b) Customer Data and third party information that the disclosing party is obligated to keep confidential; (c) the discussions, negotiations and proposals between the parties leading to this Agreement; and (d) the Agreement. Amii and Customer agree that the terms and conditions of this Agreement are Confidential Information; however, the existence of this Agreement is not Confidential Information. Confidential Information does not include information that: (i) is or becomes publicly available without breach of the Agreement; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is independently developed by receiving party after disclosure without breach of the Agreement; or (iv) is obtained by the receiving party from a third party without any confidentiality obligation.
7.2 Use. Receiving party will use disclosing party's Confidential Information solely to perform its obligations under this Agreement and will take all reasonable steps to safeguard disclosing party's Confidential Information, including the same degree of care it uses to protect its own Confidential Information. Receiving party must not disclose disclosing party's Confidential Information except to its employees, Affiliates and contractors who (a) have a need-to-know Confidential Information in connection with this Agreement and (b) are bound by written confidentiality obligations no less restrictive than these terms. Receiving party must promptly notify disclosing party in writing of unauthorized use or disclosure of Confidential Information and take all reasonable action to recover Confidential Information and prevent further unauthorized use or disclosure, including action for seizure and injunctive relief. If the receiving party fails to do so in a timely manner, disclosing party may take any reasonable steps at receiving party’s expense, and receiving party must reasonably cooperate.
7.3 Disclosure. Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (a) gives the disclosing party reasonable written notice to allow the disclosing party to seek a protective order or other appropriate remedy (except to the extent the receiving party's compliance with the foregoing would cause it to violate a court order or other legal requirement), (b) discloses only such information as is required by the governmental entity or otherwise required by law, and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed.
REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. Each party will comply with the laws and regulations applicable to it in connection with its obligations and performance under this Agreement. The Customer is responsible for ensuring that its use of the Subscription Service is in accordance with laws and regulations that apply to it.
8.2 Subscription Service Warranty. Amii represents and warrants that it owns or otherwise has sufficient rights to the Subscription Service to grant the rights in this Agreement.
8.3 General Disclaimer. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THIS AGREEMENT, THE SUBSCRIPTION SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” AMII, ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ORAL OR WRITTEN, FOR THE SUBSCRIPTION SERVICE AND ITS USE, SUFFICIENCY, OR ACCURACY INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SUBSCRIPTION SERVICE IS FREE OF HARMFUL CODE OR ERROR FREE, OR ANY OTHER WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.INDEMNIFICATION
9.1 Indemnification by Amii. Amii will indemnify and defend Customer, its employees, officers, directors, shareholders, parents and subsidiaries against an unaffiliated third party claim or legal action alleging: (a) that the Subscription Service as provided by Amii to Customer directly infringes or misappropriates a trade secret or a patent, copyright or trademark; (b) harm caused by Amii’s gross negligence or willful misconduct; or (c) bodily injury, death, or tangible property damage to the extent caused by Amii, its employees, subcontractors or agents.
9.2 Indemnification by Customer. Customer will indemnify and defend Amii, its employees, officers, directors, shareholders, parents, subsidiaries and licensors against an unaffiliated third party claim or legal action alleging: (a) Customer’s provision of the Customer Data to Amii, or Customer’s or its Users’ breach of this Agreement, directly infringes or misappropriates a trade secret or patent, copyright or trademark; (b) harm caused by Customer’s gross negligence or willful misconduct; or (c) bodily injury, death, or tangible property damage to the extent caused by Customer, its employees, subcontractors or agents.
9.3 Exceptions. Amii has no obligation or liability under Section 9.1 arising from: (a) Customer’s breach of this Agreement or use of the Subscription Service; (b) unauthorized modification of the Subscription Service made by anyone other than Amii or any party under Amii’s control or direction, or modification made by Amii for non-standard features or functionality for Customer or according to Customer’s direction if the infringement would not have occurred without Customer’s requested modifications; (c) use of any Subscription Service in combination with hardware, software, method or process not provided or approved by Amii if infringement would not occur without the combination; or (d) any content, information, data or Customer Data provided by Customer, Users, or other third parties.
9.4 Possible Infringement. If Amii believes the Subscription Service infringes or may be alleged to infringe a third party’s Intellectual Property Rights, then Amii may: (a) obtain the right for Customer, at Amii’s expense, to continue using that Subscription Service; (b) provide a non-infringing, functionally equivalent replacement; or (c) modify the Subscription Service so that it no longer infringes. If the options described in this Section are not commercially reasonable then Amii will terminate Customer’s use of the affected Subscription Service (with a pro-rata refund of any prepaid Subscription Service Fees for the terminated Subscription Service).LIMITATION OF LIABILITY
10.1 Limitation. The aggregate liability for all claims under this Agreement is limited to direct damages up to the amounts paid and/or payable by Customer to Amii under this Agreement during the twelve (12) months prior to the event giving rise to liability. This limitation applies to any damage, however caused, and on any theory or liability, whether for breach of contract, tort, misrepresentation, negligence (active or otherwise), the use or performance of the Subscription Service, or otherwise and regardless of whether the damages were foreseeable or not.
10.2 Exclusion. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR LICENSORS BE LIABLE UNDER THIS AGREEMENT FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING (BY WAY OF EXAMPLE AND NOT AN EXHAUSTIVE LIST) LOSS OF REVENUES OR PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF USE, GOODWILL OR OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, HOWEVER CAUSED AND WHETHER IN CONTRACT, NEGLIGENCE OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE OR REASONABLY FORESEEABLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. The foregoing disclaimer will not apply to the extent prohibited by applicable law.
10.3 Exceptions to Limitations. The limits of liability in Section 10.1 apply to the fullest extent permitted by law, except with regard to: (a) violation of the other’s Intellectual Property Rights; (b) death or bodily injury claims, tangible property damage, willful misconduct, gross negligence or fraud; (c) Customer’s failure to comply with Section 2.3 (Customer Responsibilities and Conditions of Use) or its payment obligations; or (d) breach of a party’s obligations under Section 7 (Confidentiality) or Section 9 (Indemnification).
GENERAL PROVISIONS
11.1 Entire Agreement/Severability/Waiver and Modification. The Agreement (including the Order Form) and any amendments thereto contain the entire agreement with respect to the subject matter of this Agreement and supersede and replace all prior or contemporaneous proposals, understandings, agreements, negotiations and representations, oral or written. If there is a conflict between these Subscription Service Terms and the Order Form the Order Form will control. All headings are for reference purposes only and do not affect the interpretation of the Agreement. If any part of this Agreement is held unenforceable, the rest remains in full force and effect. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver, amendment or other modification of this Agreement must be in writing and signed by both parties.
11.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent, to its Affiliate or in connection with an amalgamation, acquisition, corporate reorganization, or sale of all or substantially all its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.3 No Agency/Third Party Beneficiaries. Amii and Customer are not legal partners or agents; rather, the parties are independent contractors. Neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel. Amii does not undertake to perform any of Customer’s regulatory obligations, nor assume any responsibility for Customer’s business or operations. Except for any third-party rights held by Amii’s licensors, there are no third-party beneficiaries to this Agreement.
11.4 Force Majeure. Neither Amii nor Customer will be liable to the other for any delay or failure to perform hereunder to the extent caused by a condition that was beyond the party's reasonable control, including acts of God, (for example, natural disaster, fire, flood or explosion), acts of war or terrorism (including cyber terrorism), riot, labor conditions, governmental action (including the passage of laws or regulations or other acts of government that impact the delivery of Subscription Service), and service disruptions involving Internet, telecommunications, utility disturbances, hardware, software or power system not within the party’s possession or reasonable control.
11.5 Notice. Notice or approval must be in writing, signed by a party’s authorized representative and sent by email transmission, overnight courier or registered or certified mail to the address provided on the Order Form or otherwise specified in writing by a party for notice. Notices provided by email transmission or overnight courier will be effective one (1) business day after they are sent. Notices provided by registered or certified mail will be effective three (3) business days after they are sent. All notices shall be sent to the other party at the address set forth on the first page of this Agreement.
11.6 Dispute Resolution. The parties will attempt in good faith to resolve any controversy or claim promptly through business discussions and will, upon written request, escalate a dispute to executive management for resolution. If the parties fail to resolve the dispute within 30 days of written request, or any longer period agreed to in writing, the parties may pursue the remedies to which they are entitled. This Section does not restrict either party’s right to seek injunctive relief.
11.7 Injunctive Relief. The parties acknowledge that any breach of their obligations under this Agreement with respect to Intellectual Property Rights, Confidential Information, or Customer’s breach of its obligations in Section 2.3 (Customer Responsibilities and Conditions of Use), may cause irreparable injury for which the remedies at law are inadequate and therefore the non-breaching party is entitled to immediate equitable relief, without requirement of posting bond and without the necessity of showing actual money damages, in addition to all other remedies provided by this Agreement or available at law or in equity.
11.8 Governing Law. The Agreement is governed by the laws of the Province of Alberta Canada without regard to their conflict of laws principles. Each party waives the right to jury trial for any legal action, in law or equity. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transaction Act, as adopted by any state or governing body, does not apply.
11.9 Publicity. Amii may use Customer’s name and/or logos on Amii’s public website, client lists and other marketing materials to identify Customer as a Subscription Service customer unless Customer provides written notice prohibiting such use, provided, however, that Customer’s consent shall not be unreasonably withheld. Amii agrees that it will comply with any written guidelines Customer may deliver to Amii regarding the use of its name and/or logos, and any such use shall not be deemed Customer’s endorsement of the Subscription Service.
11.12 Survival. Upon termination of this Agreement, all of the Parties’ respective rights and obligations hereunder shall cease, except that Sections 4 (Fees and Payment), 5.3 (Effect of Termination), 6 (Intellectual Property Rights), 7 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability) and 11 (General Provisions) will survive any termination or expiration of this Agreement.
SCHEDULE A
CUSTOMER RESPONSIBILITIES AND CONDITIONS OF USE
a. Customer Use. Customer is responsible for all activity occurring under Customer’s User accounts, the way it and its Users use the Subscription Service, for the results obtained and conclusions drawn from the use of the Subscription Service, and for remitting payments for the access and use of the Subscription Service in accordance with Section 4 of the Subscription Service Agreement.
Customer will:
(i) select, purchase, configure, operate and maintain Customer’s equipment, hardware, websites, network and Internet, data and telephone connections necessary for use and support of the Subscription Service;
(ii) use the Subscription Service only in accordance with the Agreement and applicable laws and government regulations, including, but not limited to, those related to privacy, consent, telecommunications, transmission of Personal Information or technical data, and spam; and obtain and maintain legal permission or consent from those persons or entities Customer contacts or to whom Customer provides services using the Subscription Service;
(iii) use only those methods approved by Amii for connection to the Subscription Service, and will not use the Subscription Service in combination with any hardware, software, method or process not expressly authorized or approved in writing by Amii.
b. Restrictions. Customer and its Users shall not and shall not permit others to:
(i) make the Subscription Service accessible to third parties other than Customer’s authorized Users;
(ii) share a User’s login credentials with any person other than that User;
(iii) send or store any sensitive data in the Subscription Service, which means any data that constitutes sensitive Personal Information under applicable privacy laws, intellectual property, proprietary business models, and any data which may be subject to Payment Card Industry Data Security Standards (PCI Data Security Standards), or similar laws, government-issued identification numbers, medical or health information, account security information, individual financial account information, credit/debit/gift or other payment card information, account passwords, individual credit and income information.
(iv) knowingly use a Subscription Service to (i) send spam or otherwise duplicative or unsolicited messages, (ii) store or transmit infringing, offensive, abusive, libelous, or otherwise unlawful or tortious material, (iii) store or transmit material in violation of third-party privacy rights, or (iv) engage in fraudulent, deceptive, misleading or abusive activity;
(v) knowingly use a Subscription Service to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;
(vi) knowingly interfere with or disrupt the integrity or performance of a Subscription Service or Amii’s networks, any other Amii customer’s use of a Subscription Service, or third- party data contained therein;
(vii) knowingly permit direct or indirect access to or use of a Subscription Service in a way that circumvents a contractual usage limit;
(viii) knowingly infringe or misappropriate Amii’s or its licensors’ current and future worldwide rights under patent, copyright, trademark or trade secrets, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Subscription Service is used or offered;
(ix) create derivative works or copy a Subscription Service or any part, feature, function or user interface thereof, access a Subscription Service to build a competitive product or service, or reverse engineer, disassemble or decompile a Subscription Service or component, or attempt to discover or disclose the source code, underlying ideas or algorithms of the Subscription Service or any component; or
(x) remove, alter, modify or obscure any copyright, trademark or other proprietary notices contained in the Subscription Service.
c. Security Responsibilities. Customer is responsible for maintaining the security of its Subscription Service login credentials, User passwords and access to the Subscription Service from its network. Log-in credentials are for Customer’s internal use only and Customer may not sell, transfer, or sublicense them to any other entity or person. Customer will: (a) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Service; and (b) contact Amii promptly if Customer believes there is unauthorized access or use of Customer’s Subscription Service account, if Customer’s Subscription Service account information is lost or stolen, or if Customer is aware of another breach of security related to the Subscription Service.
d. Data Responsibilities. As between Amii and Customer, Customer controls and owns all right, title, and interest in and to Customer Data. Amii obtains no rights to Customer Data except as set forth in this Agreement. Customer warrants that it has complied with all relevant laws in collecting, using and disclosing the Customer Data. Customer is responsible for: (a) the accuracy, quality, reliability, legality and means by which Customer acquired the Customer Data; (b) obtaining the right and consent to use the Customer Data and its decisions concerning the processing and use of the Customer Data; (c) complying with applicable statutory data privacy laws including, but not limited to data retention periods; and (d) uploading, sharing, withdrawal, management and deletion (unless an automatic deletion period is specified for the Subscription Service) of Customer Data. Customer grants Amii, its licensors and subcontractors a non-exclusive and limited license to host, store, transmit, display and process Customer Data as reasonably necessary for the purposes of (i) setting up, providing, monitoring and improving the Subscription Service, (ii) preventing or addressing service or technical problems, and responding to Customer’s requests in connection with customer support matters, (iii) communicating to and with Customer and its Users regarding the Subscription Service, (iv) enforcing this Agreement, and (v) complying with laws. Amii will not disclose Customer Data to a third party except to the extent necessary to carry out the terms of this Agreement or as permitted or required by law.