SaaS and Deliverability Services Agreement

GLOWBOX SOFTWARE-AS-A-SERVICE (SAAS) AND DELIVERABILITY SERVICES AGREEMENT

Document version: 2.1 (agrv_2026_03)
Effective date: August 2, 2026
Governing jurisdiction: Dallas County, State of Texas, United States

THIS SOFTWARE-AS-A-SERVICE (SAAS) AND DELIVERABILITY SERVICES AGREEMENT ("AGREEMENT") CONSTITUTES A BINDING CONTRACT GOVERNING CLIENT'S ACCESS TO AND USE OF THE GLOWBOX SOFTWARE-AS-A-SERVICE PLATFORM, TOGETHER WITH THE OUTBOUND DELIVERABILITY SERVICES AND INFRASTRUCTURE DESCRIBED HEREIN. BY EXECUTING THIS AGREEMENT ELECTRONICALLY, CLICKING "I ACCEPT," PROVIDING A TYPED SIGNATURE, OR OTHERWISE EXPRESSLY ASSENTING THROUGH AN ELECTRONIC ACCEPTANCE MECHANISM PROVIDED BY GLOWBOX, THE INDIVIDUAL AND ENTITY IDENTIFIED IN THE APPLICABLE APPLICATION FORM, ORDER FORM, OR ACCOUNT REGISTRATION ("CLIENT") AGREE TO BE BOUND BY THIS AGREEMENT.

1. ELECTRONIC EXECUTION & ACCEPTANCE

1.1 Electronic Transactions. This Agreement may be negotiated, accepted, executed, and maintained electronically in accordance with the Texas Uniform Electronic Transactions Act, Texas Business & Commerce Code Chapter 322, the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. ("E-SIGN Act"), and other applicable law governing electronic records and signatures.

1.2 Binding Electronic Consent. Client acknowledges and agrees that clicking an acceptance checkbox or button, providing a typed legal signature, submitting an application or order form through an electronic acceptance process, or otherwise manifesting affirmative assent through a mechanism made available by GlowBox may constitute Client's electronic signature and acceptance of this Agreement.

The individual accepting this Agreement on behalf of an entity represents and warrants that such individual has the authority to bind that entity to this Agreement. If such individual does not have such authority, such individual shall not accept this Agreement on behalf of that entity.

1.3 Electronic Records and Evidence of Acceptance. GlowBox may create and retain electronic records reasonably designed to evidence Client's acceptance of this Agreement, including, as applicable, the date and time of acceptance, account or application information, electronic signature information, version of the Agreement accepted, transaction records, and technical information generated through the electronic acceptance process.

To the extent GlowBox employs additional authentication, hashing, logging, or audit-trail technologies in connection with a particular transaction, such records may also be retained as part of GlowBox's electronic evidence of acceptance.

1.4 Contract Version. Client's acceptance shall apply to the version of this Agreement presented or otherwise made available to Client at the time of acceptance. GlowBox may retain an electronic copy or snapshot of the applicable Agreement version together with records evidencing Client's acceptance.

1.5 Electronic Communications. Client agrees that notices, disclosures, agreements, records, and other communications relating to the Service may be provided electronically through the Platform, the email address associated with Client's account, or another electronic communication channel designated by Client, subject to applicable law.

2. SCOPE OF SERVICES & INFRASTRUCTURE DELIVERABLES

2.1 Deliverability Infrastructure. Subject to full payment of applicable fees, GlowBox agrees to provision and maintain outbound email deliverability infrastructure for Client, including domain inbox reputation warmup routines, real-time deliverability health monitoring, controlled daily send volume scaling frameworks, and dedicated 1-on-1 Key Account Manager (KAM) onboarding strategy support.

2.2 Platform Operations. GlowBox provides infrastructure management and technical deliverability optimization. GlowBox does not operate as a direct sales agency and does not draft recipient target prospect lists or generate cold outbound sales content on Client's behalf unless explicitly agreed under a separate custom statement of work.

2.3 Scope Limitation. For the avoidance of doubt, nothing elsewhere in this Agreement, including any reference to Platform functionalities, SaaS capabilities, integrations, support features, technical controls, or subscription features, shall be interpreted as expanding the services or deliverables expressly undertaken by GlowBox under Sections 2.1 and 2.2.

Any additional professional service, development work, managed service, campaign service, content service, consulting engagement, or other deliverable outside the foregoing Scope must be expressly agreed to by the parties in a separate written Statement of Work ("SOW"), Order Form, or other written instrument expressly identifying such additional service.

3. ACCOUNT REGISTRATION & AUTHORIZED USERS

3.1 Client Account. Access to all or part of the GlowBox software-as-a-service platform, dashboard, tools, infrastructure, or related functionality (collectively, the "Platform") may require Client to create and maintain an active account.

Client shall provide accurate, complete, and current registration, billing, administrative, and contact information and shall promptly update such information when necessary.

3.2 Authorized Users. Client may permit its employees, contractors, representatives, or other personnel under Client's control to access the Platform as authorized users ("Authorized Users"), subject to the applicable subscription plan, Order Form, account configuration, and any user limits established by GlowBox.

Client is responsible for determining which individuals are authorized to access its account and for promptly revoking access when an individual is no longer authorized.

3.3 Responsibility for Authorized Users. Client shall be responsible for all acts and omissions of its Authorized Users relating to the Platform as if such acts or omissions were those of Client.

Client shall ensure that all Authorized Users comply with this Agreement and any applicable Platform policies.

Access to the Platform by an Authorized User shall not create a separate contractual relationship between GlowBox and such Authorized User unless GlowBox expressly agrees otherwise in writing.

3.4 Account Credentials and Security. Client and its Authorized Users shall maintain the confidentiality and security of all usernames, passwords, authentication credentials, API credentials, access tokens, and other account security information.

Client shall not knowingly permit credentials to be shared with unauthorized persons or used in a manner designed to circumvent account, user, security, or subscription restrictions.

3.5 Unauthorized Access. Client shall promptly notify GlowBox upon becoming aware of any actual or reasonably suspected:

(a) unauthorized access to Client's account;

(b) compromise of login credentials or authentication mechanisms;

(d) security incident reasonably capable of affecting Client's use of the Service.

GlowBox may require Client or any Authorized User to reset credentials, implement additional authentication measures, terminate active sessions, or take other reasonable security measures when GlowBox reasonably determines such measures are necessary to protect the Platform, Client, other customers, or third-party systems.

3.6 Administrative Control. Where the Platform permits designation of an account administrator, such administrator may manage Authorized Users, permissions, configurations, integrations, and other account-level settings on Client's behalf.

Client is solely responsible for the designation and actions of its account administrators.

3.7 Account Use. Client shall use its account solely for its own internal business purposes and in connection with the services authorized under this Agreement.

Client shall not sell, rent, lease, sublicense, transfer, commercially share, or otherwise make its account or access rights available to an unrelated third party unless expressly authorized by GlowBox in writing.

3.8 Suspension of Credentials. GlowBox may temporarily disable individual credentials, authentication methods, API access, sessions, or other means of access when GlowBox reasonably believes such action is necessary to address an account security issue, prevent unauthorized access, protect Platform integrity, or comply with applicable law.

Any broader suspension of Client's Service remains subject to the suspension provisions of this Agreement.

4. SUBSCRIPTION PLANS, PLATFORM ACCESS, FEATURES & USAGE LIMITS

4.1 SaaS Access Right. Subject to Client's timely payment of all applicable fees and continued compliance with this Agreement, GlowBox grants Client, during the applicable subscription or service term, a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Platform solely for Client's internal business purposes and within the scope of the applicable subscription, Order Form, application, or service configuration.

Client receives a contractual right to access and use the Platform. No ownership interest in the Platform, software, infrastructure, source code, algorithms, systems, or other GlowBox technology is sold or transferred to Client.

4.2 Subscription Plans and Service Configuration. Access to Platform capabilities may depend on the subscription plan, commercial arrangement, Order Form, application form, account configuration, or other service package applicable to Client.

Such plan or configuration may establish, among other things:

(a) number of Authorized Users;

(b) number of accounts, domains, sender identities, or mailboxes;

(d) processing or throughput limits;

(e) storage or data-retention limits;

(f) available functionality or modules;

(g) integrations and API access;

(h) monitoring or reporting capabilities;

(i) support level;

(j) infrastructure allocation; and

(k) other technical, operational, or commercial parameters associated with the subscribed Service.

4.3 Usage Limits. Client shall comply with all usage limits applicable to its subscription or service configuration.

Client shall not bypass, circumvent, manipulate, disable, or otherwise interfere with any technical mechanism used to enforce such limits.

Where Client's usage exceeds an applicable contractual or technical limit, GlowBox may, depending on the applicable commercial arrangement:

(a) limit or throttle the affected functionality;

(b) require Client to reduce its usage;

(d) charge agreed overage or additional usage fees where such fees have been disclosed or agreed; or

(e) take other reasonable measures necessary to preserve the security, stability, performance, or integrity of the Service.

4.4 No Expansion of Scope. The availability of a feature, tool, setting, integration, dashboard function, technical capability, beta functionality, or other element within the Platform does not, by itself, create an obligation for GlowBox to provide professional services, managed services, operational services, campaign management, content generation, prospecting, consulting, customization, or any other service outside the Scope expressly established in Section 2.

4.5 Platform Evolution. Client acknowledges that GlowBox is a software-as-a-service platform that may evolve over time. Subject to the provisions of this Agreement regarding material changes to the Service, GlowBox may update, enhance, replace, modify, or discontinue individual technical features, interfaces, workflows, integrations, or Platform components as part of the ordinary development, maintenance, security, and operation of the Service.

GlowBox shall not use this Section 4.5 to materially eliminate the core Service purchased by Client during a prepaid service period without providing a commercially reasonable alternative, adjustment, or other remedy where appropriate under the circumstances.

4.6 Beta, Preview, and Experimental Features. GlowBox may make beta, preview, trial, early-access, or experimental functionality available from time to time. Unless GlowBox expressly agrees otherwise in writing, such functionality:

(a) may be modified or discontinued at any time;

(b) may contain errors or incomplete functionality;

(d) is not subject to any service level, availability commitment, or performance representation applicable to generally available functionality.

4.7 Restrictions on Access. Except as expressly permitted under this Agreement or applicable law, Client shall not, and shall not permit any third party to:

(a) copy, reproduce, modify, translate, adapt, or create derivative works from the Platform;

(b) reverse engineer, decompile, disassemble, or attempt to derive source code, underlying algorithms, models, methods, or non-public technical architecture of the Platform;

(d) use the Platform to develop or assist in developing a competing product or service through unauthorized extraction or replication of GlowBox proprietary functionality;

(e) access the Platform through unauthorized automated means or in a manner designed to circumvent technical restrictions; or

(f) remove or obscure proprietary notices contained within the Platform.

4.8 Order of Precedence. Unless expressly stated otherwise in a document signed or electronically accepted by both parties, in the event of a direct conflict concerning the same subject matter, the following order of precedence shall apply:

(a) an applicable Order Form or Application Form, but only with respect to Client-specific commercial terms expressly stated therein;

(b) an applicable Statement of Work, but only with respect to the specific additional services or deliverables covered by such SOW;

(d) policies, guidelines, or other documents incorporated into this Agreement by reference.

Notwithstanding the foregoing, no Order Form, Application Form, SOW, policy, Platform description, or other document shall be interpreted as expanding the Scope set forth in Section 2 unless the applicable document expressly states the additional service or deliverable being undertaken by GlowBox.

5. COMMERCIAL FEES AND PAYMENT SCHEDULE

5.1 Applicable Fees. In consideration for access to the GlowBox Platform, the provisioning of the deliverability infrastructure described in Section 2, and the related services applicable to Client's engagement, Client agrees to pay the following fees:

(a) Booking Deposit: $500.00 USD — Payable immediately upon execution or electronic acceptance of this Agreement to reserve infrastructure allocation and onboarding capacity.

(b) Campaign Assets Fee: $500.00 USD — Payable upon completion of the applicable campaign assets and chargeable by GlowBox at that time.

(c) Monthly Operations Fee: $1,500.00 USD per month — The first Monthly Operations Fee shall become due on Day 30 following execution of this Agreement and shall cover the applicable domain registration and the first operating month. Thereafter, the Monthly Operations Fee shall continue at $1,500.00 USD per month throughout the Minimum Term described in Section 17 and, following completion of the Minimum Term, for each month during which this Agreement remains in effect.

5.2 Client-Specific Commercial Terms. If an applicable Order Form, Application Form, or other written instrument accepted by both parties expressly establishes different pricing, quantities, usage allocations, billing intervals, or Client-specific commercial terms, such terms shall govern solely with respect to the commercial matters expressly addressed therein, in accordance with the order of precedence established in Section 4.8.

5.3 Additional Services. Fees stated in this Section cover only the Platform access, infrastructure, and services expressly included within the applicable engagement.

Any professional services, development services, consulting, customization, managed services, additional infrastructure, additional capacity, or other services outside the Scope set forth in Section 2 shall be subject to separate pricing and written agreement.

5.4 Currency. Unless expressly stated otherwise in an applicable Order Form or other written agreement, all fees, charges, and amounts payable under this Agreement are stated and shall be paid in United States Dollars (USD).

5.5 No Setoff. Except where prohibited by applicable law, Client shall make all payments due under this Agreement without setoff, deduction, counterclaim, or withholding, except for taxes required to be withheld by law.

6. AUTOMATED BILLING, TAXES & PAYMENT TERMS

6.1 Payment Method Authorization. Client shall provide and maintain a valid payment method accepted by GlowBox.

Where Client provides a credit card, debit card, or other payment credential for automated billing, Client authorizes GlowBox and its designated payment processor, including Stripe where applicable, to securely store or tokenize such payment credential and to charge the designated payment method for amounts becoming due under this Agreement in accordance with the applicable payment schedule.

This authorization shall remain effective for so long as amounts remain payable under this Agreement, unless Client provides a replacement payment method accepted by GlowBox or the Agreement is terminated and all outstanding amounts have been satisfied.

6.2 Recurring and Off-Session Charges. Client expressly authorizes GlowBox to initiate recurring or off-session charges for:

(a) the fees identified in Section 5;

(b) recurring Monthly Operations Fees;

(d) fees expressly established in an applicable Order Form, Application Form, or SOW; and

(e) other amounts expressly authorized by Client under this Agreement.

GlowBox shall not use Client's payment authorization to charge amounts unrelated to this Agreement or an applicable Client-approved commercial arrangement.

6.3 Payment Information. Client is responsible for maintaining complete, accurate, and current billing and payment information.

Client shall promptly update any payment information that expires, becomes invalid, is replaced, or can no longer be used to satisfy amounts due under this Agreement.

A failure to maintain a valid payment method does not relieve Client of its payment obligations.

6.4 Failed or Declined Payments. If an authorized payment is declined, rejected, reversed, disputed, or otherwise fails, GlowBox may:

(a) retry the applicable charge through the authorized payment method;

(b) request an alternative valid payment method;

(d) pursue any unpaid amount together with any remedies available under this Agreement or applicable law.

Client remains responsible for all valid and undisputed amounts due notwithstanding any failure of an automated payment method.

6.5 Non-Refundable Fees. Due to the allocation of infrastructure, onboarding resources, domain registrations, warmup resources, technical configuration, Platform capacity, and Key Account Manager scheduling associated with Client's engagement, fees paid under this Agreement are non-refundable once charged or paid, except where:

(a) this Agreement expressly provides otherwise;

(b) GlowBox expressly agrees otherwise in writing; or

Cancellation or termination shall not retroactively entitle Client to a refund of fees properly earned, incurred, allocated, or paid before the applicable termination date.

6.6 Late Payments. Any undisputed amount not paid when due may accrue interest from the applicable due date at a rate of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) per annum, or the maximum rate permitted by applicable law, whichever is lower.

GlowBox may suspend deliverability monitoring, mailbox or domain warmup routines, Platform access, or other affected services during any period of material non-payment, subject to the suspension provisions of this Agreement.

The exercise of a suspension remedy does not waive Client's obligation to pay amounts that accrued before or during the applicable suspension to the extent such amounts remain due under this Agreement.

6.7 Billing Disputes. Client shall notify GlowBox promptly and in reasonable detail if Client disputes a charge or invoice. The parties shall cooperate in good faith to investigate and resolve legitimate billing discrepancies.

The existence of a good-faith dispute concerning a specific charge shall not relieve Client of its obligation to timely pay all other undisputed amounts due under this Agreement.

6.8 Taxes. Fees stated under this Agreement are exclusive of sales, use, excise, value-added, withholding, or similar transaction taxes, duties, or governmental assessments that may be imposed in connection with the Service, except for taxes based on GlowBox's net income.

Client shall be responsible for applicable taxes required to be collected from or paid by Client in connection with its purchase of the Service, unless Client provides GlowBox with valid documentation establishing an applicable exemption.

Where GlowBox is legally required to collect an applicable tax, such tax may be charged in addition to the applicable fees.

6.9 Processor and Banking Charges. Client shall be responsible for fees imposed by Client's bank, card issuer, payment provider, or financial institution in connection with Client's payment transactions. GlowBox remains responsible for fees imposed directly upon GlowBox by its own payment processor unless otherwise expressly agreed.

6.10 Outstanding Amounts. Termination, expiration, suspension, or cancellation of this Agreement shall not extinguish any payment obligation that became due or was incurred before the applicable termination or expiration date.

7. SETUP PERIOD & SERVICE ACTIVATION

7.1 Setup Period. The approximately thirty (30) days following execution or electronic acceptance of this Agreement shall constitute the initial setup period ("Setup Period").

During the Setup Period, GlowBox may perform activities necessary to provision and configure the infrastructure contemplated under Section 2, including applicable domain registration, technical configuration, warmup preparation, Platform configuration, onboarding coordination, and other implementation activities reasonably necessary for commencement of operations.

7.2 Client Cooperation. Client shall timely provide information, access, credentials, approvals, configurations, materials, domain-related information, and other reasonable cooperation requested by GlowBox to complete the Setup Period.

GlowBox shall not be responsible for delays attributable to Client's failure to provide required information, access, approvals, materials, or cooperation.

7.3 Operations Commencement Date. Unless GlowBox expressly establishes a different date in writing due to Client-specific implementation circumstances, the thirtieth (30th) day following execution or electronic acceptance of this Agreement shall constitute the "Operations Commencement Date."

The Operations Commencement Date shall mark:

(a) the commencement of Monthly Operations billing under Section 5.1(c); and

(b) the commencement of the four (4)-month Minimum Term described in Section 17.

The parties acknowledge that individual technical setup activities may continue after the Operations Commencement Date without delaying billing or commencement of the Minimum Term, provided GlowBox is continuing to perform its applicable setup and provisioning obligations.

7.4 Relationship to Setup Period. The anticipated Setup Period described in Section 7.1 is approximately thirty (30) days and is intended to substantially coincide with the period preceding the Operations Commencement Date.

A delay in an individual setup activity shall not automatically postpone the Operations Commencement Date where such delay results from Client dependency, Third-Party Services, technical conditions outside GlowBox's reasonable control, or other circumstances addressed under this Agreement.

If GlowBox determines that a material delay attributable primarily to GlowBox warrants postponement of the Operations Commencement Date, GlowBox may establish a revised date by written notice to Client.

7.5 Activation and Configuration. GlowBox may activate Platform functionality, infrastructure components, dashboards, domains, mailboxes, monitoring tools, or other technical elements progressively during the Setup Period as they become available or operational.

Progressive activation of individual components does not constitute an expansion of the Scope established in Section 2 and does not alter the applicable payment schedule unless GlowBox and Client expressly agree otherwise in writing.

7.6 Setup Estimates. Client acknowledges that the thirty (30)-day Setup Period is an approximate implementation period and not a guaranteed completion deadline.

Setup timing may reasonably vary due to technical requirements, Client cooperation, domain or mailbox conditions, third-party provider requirements, security considerations, or other circumstances affecting configuration and infrastructure readiness.

GlowBox shall use commercially reasonable efforts to complete the applicable setup activities within the anticipated Setup Period.

7.7 Third-Party Dependencies. Certain setup or activation activities may depend on third-party services, including domain registrars, DNS providers, email service providers, authentication providers, cloud infrastructure providers, or other external systems.

Delays or restrictions caused by such third parties that are outside GlowBox's reasonable control shall not constitute a breach of the Setup Period obligations, provided that GlowBox continues to use commercially reasonable efforts to complete the affected setup activities.

8. ACCEPTABLE USE & PROHIBITED ACTIVITIES

8.1 Lawful and Authorized Use. Client shall use the Platform and the Services solely for lawful business purposes and in accordance with:

(a) this Agreement;

(b) the applicable subscription plan, Order Form, Application Form, or SOW;

(d) reasonable technical, operational, security, and usage requirements established by GlowBox; and

(e) applicable terms, policies, and technical requirements of third-party providers used in connection with the Services.

Client is responsible for ensuring that its use of the Platform, its communications, its data, its recipient lists, and the activities of its Authorized Users comply with the foregoing requirements.

8.2 Client Responsibility for Content and Recipients. Client is solely responsible for:

(a) determining the recipients of communications transmitted through or in connection with the Platform;

(b) the content, subject matter, purpose, and timing of such communications;

(c) determining whether Client has a lawful basis, consent, authorization, existing relationship, or other legally sufficient basis to contact each recipient where required by applicable law;

(d) the legality, accuracy, and origin of recipient lists and contact information;

(e) implementing and honoring applicable opt-out, unsubscribe, objection, suppression, or consent-withdrawal requests; and

(f) maintaining any records reasonably necessary to demonstrate compliance with applicable law.

GlowBox does not select Client's recipients and does not independently determine the legal basis upon which Client may communicate with any recipient.

8.3 Prohibited Activities. Client shall not use, permit, assist, or attempt to use the Platform or Services to:

(a) transmit unlawful, fraudulent, deceptive, abusive, or unauthorized communications;

(b) conduct phishing, credential theft, impersonation, fraud, scams, identity deception, or similar activities;

(c) send messages containing materially false or misleading sender information, routing information, headers, subject lines, domains, or identities;

(d) transmit malware, viruses, ransomware, malicious scripts, harmful code, compromised attachments, or links intentionally designed to compromise systems, credentials, accounts, networks, or recipients;

(e) infringe or misappropriate the intellectual property, privacy, publicity, confidentiality, data protection, or other rights of any person or entity;

(f) transmit content that is unlawful or that Client does not have the legal right or authorization to transmit;

(g) use recipient data, contact information, mailing lists, or other information obtained unlawfully or in violation of applicable restrictions;

(h) continue sending communications to recipients where Client is legally required to stop following an unsubscribe, opt-out, withdrawal of consent, objection, suppression request, or similar instruction;

(i) circumvent, disable, evade, manipulate, or interfere with sending limits, account restrictions, security controls, authentication mechanisms, warmup parameters, governance controls, monitoring systems, or other technical safeguards implemented by GlowBox;

(j) intentionally or recklessly engage in practices reasonably likely to materially damage or impair the reputation of domains, mailboxes, IP addresses, sending pools, Platform infrastructure, GlowBox, third-party providers, or other customers;

(k) gain or attempt to gain unauthorized access to the Platform, another customer's account, data, systems, configurations, infrastructure, or credentials;

(l) probe, scan, test, exploit, or attempt to exploit a vulnerability in the Platform or associated infrastructure without GlowBox's prior written authorization;

(m) interfere with, disrupt, overload, degrade, or materially impair the operation, security, integrity, or availability of the Platform or associated systems;

(n) use the Platform in violation of applicable policies or restrictions imposed by email service providers, domain registrars, hosting providers, cloud infrastructure providers, authentication providers, or other third parties involved in providing the Service; or

(o) use the Platform for any activity that would cause GlowBox itself to violate applicable law or a binding obligation owed to a third-party provider.

8.4 No Unauthorized Resale or Third-Party Use. Except where expressly authorized under an applicable commercial arrangement, Client shall not resell, sublicense, white-label, commercially redistribute, or provide access to the Platform or Services to unrelated third parties.

Nothing in this Section prevents Client from using the Platform in connection with Client's own lawful business communications or permitting Authorized Users to access the Platform as permitted under Section 3.

8.5 Protective Measures. If GlowBox reasonably determines that Client's use of the Platform:

(a) violates or is reasonably suspected of violating this Agreement or applicable law;

(b) presents a material security, operational, legal, regulatory, reputational, or deliverability risk;

(d) may cause the suspension, blocking, degradation, or termination of services provided to GlowBox by a third party,

GlowBox may implement reasonable protective measures, including temporary throttling, sending limitations, credential restrictions, domain or mailbox pauses, traffic restrictions, or other technical controls reasonably necessary to contain the identified risk.

Any broader suspension or termination of Client's Services shall be governed by the applicable suspension and termination provisions of this Agreement.

8.6 Compliance Review. GlowBox may use automated or manual technical measures reasonably designed to identify abuse, security threats, anomalous sending patterns, prohibited conduct, or material violations of this Agreement.

Nothing in this Section creates a general obligation for GlowBox to review, approve, monitor, or independently verify the legality of Client's communications, recipient lists, content, or legal basis for contacting recipients.

8.7 Cooperation. Client shall reasonably cooperate with GlowBox in investigating credible reports of abuse, security incidents, provider complaints, significant spam complaints, regulatory inquiries, or other material compliance concerns associated with Client's account.

GlowBox may request information reasonably necessary to evaluate such concerns, including evidence concerning Client's sending practices, list acquisition methods, consent or authorization records, suppression processes, or account security.

9. MESSAGING, ANTI-SPAM & REGULATORY COMPLIANCE

9.1 Client Compliance Obligation. Client acknowledges that electronic communications may be subject to different legal and regulatory requirements depending on, among other things, the nature and purpose of the communication, the location of Client, the location of the recipient, the manner in which recipient information was obtained, and the relationship between Client and the recipient.

Client is solely responsible for identifying and complying with all laws and regulations applicable to its communications and processing activities.

Such laws may include, where applicable and without limitation:

(a) the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act"), 15 U.S.C. § 7701 et seq.;

(b) Canada's Anti-Spam Legislation ("CASL");

(c) Regulation (EU) 2016/679, the General Data Protection Regulation ("GDPR"), to the extent applicable to Client's processing of personal data;

(d) applicable European or national laws governing privacy, direct electronic marketing, and electronic communications; and

(e) other applicable privacy, electronic communications, consumer protection, advertising, marketing, data protection, and anti-spam laws.

References in this Agreement to particular laws are illustrative and do not limit Client's obligation to comply with any other applicable requirement.

9.2 Lawful Basis and Consent. Client represents and warrants that, before transmitting a communication through the Platform, Client shall have any consent, authorization, lawful basis, contractual relationship, legitimate basis, or other permission required under the law applicable to that communication.

Nothing in this Agreement shall be interpreted as representing that a particular form of consent is universally required or sufficient for all communications or jurisdictions.

Client is solely responsible for determining the legal basis applicable to each category of communication and recipient.

9.3 Recipient and List Acquisition. Client represents and warrants that recipient addresses and contact information used in connection with the Platform have been acquired and are maintained in accordance with applicable law.

Client shall not knowingly use:

(a) unlawfully obtained recipient lists;

(b) contact information acquired through prohibited address harvesting or similar unlawful methods;

(c) purchased, rented, transferred, scraped, or third-party lists where use of such information would violate applicable law or applicable provider policies; or

(d) information that Client knows it is not legally authorized to use for the contemplated communication.

9.4 Sender Identification and Message Accuracy. Client shall ensure, where required by applicable law, that communications transmitted through the Platform:

(a) accurately identify the sender or initiating party;

(b) use truthful and non-misleading sender, routing, and header information;

(d) contain any legally required identification, disclosure, or contact information; and

(e) otherwise comply with mandatory content or transparency requirements applicable to the communication.

9.5 Unsubscribe, Opt-Out and Suppression. Client shall implement and maintain legally compliant methods for recipients to unsubscribe, opt out, withdraw consent, object to communications, or otherwise request that communications cease, to the extent required by applicable law.

Client shall:

(a) ensure that any required unsubscribe or opt-out mechanism is clear, functional, and reasonably accessible;

(b) process requests within the time period required by applicable law;

(d) maintain appropriate suppression records to prevent unauthorized re-enrollment or further communications; and

(e) refrain from charging recipients or imposing unlawful or unreasonable conditions upon the exercise of an opt-out right.

9.6 CAN-SPAM Compliance. To the extent the CAN-SPAM Act applies to a communication, Client shall comply with all applicable requirements, including requirements concerning accurate header and routing information, non-deceptive subject lines, legally required identification and address information, functional opt-out mechanisms, and timely honoring of valid opt-out requests.

9.7 International Communications. Client acknowledges that compliance with the laws of the United States does not necessarily satisfy the requirements applicable to recipients located in other jurisdictions.

Where Client sends communications to recipients outside the United States, Client shall independently determine and comply with any additional consent, privacy, direct-marketing, data-protection, identification, recordkeeping, or unsubscribe requirements applicable in the relevant jurisdiction.

9.8 GlowBox's Role. GlowBox provides the technology and infrastructure described in Section 2.

Unless expressly agreed otherwise in a separate SOW, GlowBox does not:

(a) determine the recipients selected by Client;

(b) determine whether a recipient may lawfully be contacted;

(d) independently verify the validity or sufficiency of Client's consent, lawful basis, or recipient data;

(e) create or maintain Client's suppression list on Client's behalf except to the extent a specific Platform feature technically performs such function; or

(f) provide Client with legal advice concerning the legality of a particular campaign or communication.

The availability of a technical feature related to consent, opt-out, suppression, monitoring, or compliance does not transfer Client's underlying legal responsibility to GlowBox.

9.9 Third-Party Provider Requirements. Client shall comply with applicable sending, abuse-prevention, authentication, content, reputation, and acceptable-use requirements imposed by third-party providers involved in Client's communications.

Client acknowledges that such providers may independently filter, throttle, reject, quarantine, classify, block, or otherwise restrict communications or associated accounts, domains, IP addresses, or infrastructure.

GlowBox does not control such decisions and does not guarantee that compliance with this Agreement will prevent a third-party provider from taking such action.

9.10 Deliverability Controls. GlowBox may establish or apply technical controls, including volume limitations, progressive sending limits, warmup requirements, temporary pauses, traffic controls, authentication requirements, or reputation-protection measures reasonably intended to:

(a) protect Platform integrity and stability;

(b) protect sending infrastructure and reputation;

(d) comply with third-party provider requirements; or

(e) address suspected abuse or compliance risk.

Application of such reasonable technical measures shall not constitute a breach of this Agreement or a failure to provide the Service.

9.11 No Deliverability or Commercial Outcome Guarantee. Client acknowledges that final inbox placement and recipient treatment of communications depend on factors outside GlowBox's control, including recipient behavior, recipient engagement, Client content, list quality, domain reputation, mailbox configuration, sending patterns, third-party filtering systems, and provider policies.

Accordingly, GlowBox does not guarantee any specific:

(a) inbox placement rate;

(b) delivery or acceptance rate;

(d) click-through or engagement rate;

(e) recipient response rate;

(f) lead-generation result;

(g) sales conversion; or

(h) other marketing or commercial outcome.

This Section does not limit any specific technical obligation expressly undertaken by GlowBox under Section 2.

9.12 Regulatory and Provider Complaints. Client shall promptly notify GlowBox if Client becomes aware of a regulatory inquiry, governmental notice, material provider complaint, abuse report, or other formal proceeding materially related to Client's use of the Platform where GlowBox's infrastructure, systems, or legal interests may reasonably be affected.

GlowBox may take reasonable protective action pending investigation, subject to the suspension provisions of this Agreement.

9.13 Records of Compliance. To the extent reasonably necessary under applicable law or to address a credible compliance concern, Client shall maintain records sufficient to substantiate the lawful use of recipient information and Client's compliance obligations, which may include consent records, source records, suppression records, opt-out records, or other evidence appropriate to Client's sending practices.

Upon a credible complaint, provider inquiry, or material compliance concern, GlowBox may request reasonable documentation sufficient to evaluate whether continued use of the Service poses a material legal, regulatory, operational, or reputational risk.

10. CUSTOMER DATA & DATA PROCESSING

10.1 Customer Data. As between GlowBox and Client, Client retains all right, title, and interest in and to all data, information, content, recipient information, prospect lists, email addresses, messages, files, campaign materials, configurations, and other materials submitted, uploaded, transmitted, connected, or otherwise made available by or on behalf of Client through the Platform or Services (collectively, "Customer Data").

Except for the limited rights expressly granted under this Agreement, GlowBox does not acquire ownership of Customer Data.

10.2 Limited License to Process Customer Data. Client grants GlowBox, for the duration of the applicable Service, a limited, non-exclusive right to host, receive, transmit, reproduce, process, store, route, format, and technically analyze Customer Data to the extent reasonably necessary to operate, secure, monitor, troubleshoot, maintain, and improve the Services, and otherwise process Customer Data solely for the purposes expressly permitted under this Agreement:

(a) provide, operate, maintain, secure, and support the Platform and Services;

(b) perform the Scope described in Section 2;

(d) prevent or address fraud, abuse, security threats, or technical failures;

(e) comply with applicable law or binding legal process; and

(f) exercise GlowBox's rights and perform its obligations under this Agreement.

Nothing in this Section grants GlowBox the right to sell Customer Data or use Customer Data for purposes unrelated to the provision, security, operation, or lawful administration of the Services.

10.3 Client Responsibility for Customer Data. Client represents, warrants, and covenants that Client has obtained and shall maintain all rights, permissions, notices, authorizations, consents, and lawful bases required to provide Customer Data to GlowBox and permit its processing as contemplated by this Agreement.

Client is solely responsible for:

(a) the accuracy, quality, legality, and origin of Customer Data;

(b) determining whether Customer Data may lawfully be collected, used, transmitted, and processed;

(d) obtaining legally required consents or authorizations;

(e) responding to requests or exercising obligations applicable to Client in relation to its data subjects; and

(f) determining whether the Services are appropriate for the categories of information Client elects to process through the Platform.

10.4 Roles of the Parties. The legal characterization of GlowBox and Client with respect to personal data shall depend on the nature, purpose, and context of the applicable processing activity and the requirements of applicable law.

To the extent GlowBox processes personal data contained in Customer Data solely on behalf of Client and pursuant to Client's documented instructions for the purpose of providing the Services, Client shall act as the controller or equivalent responsible party and GlowBox shall act as the processor or equivalent service provider, to the extent such concepts apply under applicable law.

GlowBox may separately act as a controller or equivalent responsible party with respect to personal data that GlowBox independently determines to process for its own legitimate business and operational purposes, including, as applicable, account administration, billing, contractual records, security, fraud prevention, legal compliance, and management of its business relationship with Client.

Nothing in this Section shall alter the allocation of responsibility for Client's communications established in Sections 8 and 9.

10.5 Processing Instructions. Where GlowBox acts as a processor of personal data on behalf of Client, Client instructs GlowBox to process such personal data:

(a) to provide and operate the Services;

(b) as configured or directed by Client through its use of the Platform;

(d) as otherwise documented in writing between the parties.

If GlowBox reasonably believes that an instruction from Client violates applicable data-protection law, GlowBox may notify Client and suspend the affected processing to the extent reasonably necessary to address the issue.

10.6 Nature and Purpose of Processing. Processing performed by GlowBox on behalf of Client may include collection, receipt, organization, storage, retrieval, transmission, routing, delivery, monitoring, configuration, deletion, and other technical operations reasonably necessary to provide the Platform and the deliverability infrastructure described in Section 2.

The purpose of such processing is limited to providing, operating, securing, maintaining, supporting, and administering the Services in accordance with this Agreement and Client's lawful instructions.

10.7 Categories of Data and Data Subjects. Depending on Client's use of the Platform, Customer Data may include:

(a) contact information;

(b) email addresses;

(d) message and communication data;

(e) technical sending information;

(f) account or authentication information provided by Client;

(g) campaign-related information; and

(h) other information Client elects to process through the Service.

Data subjects may include Client's customers, prospects, employees, contractors, business contacts, representatives, or other individuals whose information Client chooses to process through the Platform.

Client remains responsible for determining whether particular categories of personal data are appropriate for processing through the Service.

10.8 Sensitive and Restricted Data. Unless expressly authorized by GlowBox in writing or expressly supported by the applicable Service, Client shall not intentionally submit or use the Platform to process data subject to heightened security, confidentiality, or regulatory requirements where the Platform has not been designed or contracted for such use.

Without limiting the foregoing, Client shall not assume that GlowBox is configured for regulated categories of information merely because the Platform is technically capable of receiving such information.

Where Client requires processing subject to specialized regulatory requirements, the parties may enter into additional written terms before such processing occurs.

10.9 Confidentiality of Personal Data. GlowBox shall ensure that personnel authorized by GlowBox to process Customer Data are subject to appropriate confidentiality obligations.

10.10 Assistance with Data Subject Requests. Where GlowBox acts as Client's processor and taking into account the nature of the processing and the functionality reasonably available through the Platform, GlowBox shall provide reasonable assistance to Client in responding to legally valid requests from data subjects to the extent required by applicable law.

Client remains responsible for determining the validity of such requests and for communicating directly with the applicable data subject unless otherwise required by law.

GlowBox may charge reasonable fees for assistance requiring material custom development, extraordinary technical work, or substantial manual effort, provided such fees are disclosed to Client before the applicable work is performed.

10.11 Data Retention, Return and Deletion. During the active Service term, GlowBox may retain Customer Data for so long as reasonably necessary to provide, operate, secure, maintain, and support the Services.

Following termination or expiration of the Service, Customer Data maintained within GlowBox's active production systems may remain available or recoverable for a period of up to thirty (30) calendar days (the "Post-Termination Retention Period"), unless:

(a) Client requests earlier deletion and GlowBox is legally and technically permitted to comply;

(b) a different retention period has been expressly agreed in writing; or

(c) retention is required by applicable law, binding legal process, security requirements, fraud prevention needs, or the establishment, exercise, or defense of legal claims.

Where GlowBox acts as a processor on behalf of Client and applicable law requires GlowBox to return or delete personal data at Client's direction following completion of the Services, GlowBox shall comply with Client's valid documented instruction, subject to legally permitted retention and ordinary backup limitations.

Following expiration of the Post-Termination Retention Period, GlowBox may permanently delete or anonymize Customer Data from its active production systems.

Customer Data may remain in encrypted, archival, disaster-recovery, or backup systems for up to an additional ninety (90) days where immediate deletion from such systems is not reasonably practicable. Data retained solely in such backup systems shall not be restored to active use except for legitimate disaster-recovery, security, legal, or system-integrity purposes and shall remain subject to the confidentiality and security obligations of this Agreement until deleted in accordance with GlowBox's ordinary backup lifecycle.

Client is responsible for exporting Customer Data it wishes to retain before termination or during the Post-Termination Retention Period where applicable export functionality remains available.

Nothing in this Section requires GlowBox to retain Customer Data beyond the periods stated herein unless expressly required by applicable law or separately agreed in writing.

10.12 Data Export. Where the Platform provides self-service export functionality, Client is responsible for exporting Customer Data Client wishes to retain before termination of the Service.

If Client requests a custom export not ordinarily available through the Platform, GlowBox may provide such assistance where technically feasible and may charge reasonable fees for material additional work, provided such fees are agreed before performance.

10.13 Data Processing Addendum. Where applicable data-protection law requires additional contractual terms governing the processing of personal data, the parties may enter into a Data Processing Addendum ("DPA").

Any applicable DPA shall supplement this Agreement and shall govern the processing matters expressly addressed therein.

Where required for international transfers of personal data, the parties may implement applicable contractual transfer mechanisms or other legally recognized safeguards.

10.14 Subprocessors. GlowBox may engage affiliates, cloud infrastructure providers, email service providers, monitoring services, authentication providers, support providers, and other service providers to process Customer Data on GlowBox's behalf where reasonably necessary to provide the Services ("Subprocessors").

GlowBox shall require Subprocessors that process personal data on its behalf to be bound by contractual obligations appropriate to the nature of the processing and applicable law.

Where applicable law requires Client's specific or general authorization for Subprocessors, GlowBox shall implement a commercially reasonable mechanism for such authorization, notice, or objection as required by applicable law.

GlowBox remains responsible for its own obligations under this Agreement notwithstanding its use of Subprocessors, subject to the limitations and exclusions of liability set forth herein.

11. PRIVACY & SECURITY

11.1 Privacy Policy. GlowBox's collection and processing of personal information for its own account administration, website, business relationship, billing, support, security, and other independent operational purposes shall be governed by the GlowBox Privacy Policy, as applicable.

The Privacy Policy supplements this Agreement with respect to privacy matters but does not expand the Scope established in Section 2.

11.2 Security Measures. GlowBox shall maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data within GlowBox's control against unauthorized access, acquisition, destruction, loss, alteration, or disclosure, taking into account the nature of the Services and the information being processed.

GlowBox may modify its security measures over time as technology, risks, infrastructure, or the Platform evolve, provided that GlowBox does not materially reduce the overall security of the Service without reasonable justification.

11.3 Client Security Responsibilities. Client acknowledges that security of the Services depends in part on Client's own systems, configurations, Authorized Users, credentials, domains, mailboxes, devices, integrations, and security practices.

Client shall:

(a) maintain reasonable security controls for systems and devices used to access the Platform;

(b) protect credentials and authentication information as required under Section 3;

(d) promptly remove access for individuals who are no longer authorized;

(e) maintain reasonable security over systems integrated with GlowBox; and

(f) promptly notify GlowBox of actual or reasonably suspected unauthorized access affecting Client's account.

11.4 Security Incidents. If GlowBox confirms unauthorized access to, acquisition of, or disclosure of Customer Data within GlowBox's systems that constitutes a security incident requiring notification to Client under applicable law ("Security Incident"), GlowBox shall notify Client without undue delay and provide information reasonably available to GlowBox concerning the nature and known scope of the Security Incident.

GlowBox may provide information regarding a Security Incident in phases as additional information becomes reasonably available.

Notification of or response to a Security Incident shall not constitute an admission of fault or liability by GlowBox.

11.5 Incident Cooperation. GlowBox shall take commercially reasonable measures to investigate, contain, mitigate, and remediate a confirmed Security Incident affecting Customer Data within GlowBox's control.

Where Client has independent notification, regulatory, or data-subject obligations arising from such incident, GlowBox shall provide reasonable information and cooperation available to it as required by applicable law.

11.6 Excluded Events. For purposes of GlowBox's Security Incident obligations, unauthorized access or disclosure resulting solely from any of the following shall not be considered a breach of GlowBox's security obligations to the extent not caused by GlowBox:

(a) Client's or an Authorized User's compromised credentials;

(b) Client's systems, devices, integrations, or configurations;

(d) actions of persons authorized by Client;

(e) third-party services independently selected, controlled, or configured by Client; or

(f) Client's violation of this Agreement.

GlowBox shall nevertheless reasonably cooperate with Client where such an event affects the operation or security of the Platform.

11.7 No Absolute Security Guarantee. Client acknowledges that no internet-connected service, cloud infrastructure, email system, or method of electronic storage or transmission can be guaranteed to be completely secure or uninterrupted.

GlowBox's obligation is to maintain the security measures expressly established under this Agreement and applicable law, and not to guarantee that unauthorized access, cyberattacks, vulnerabilities, interruptions, or security incidents can never occur.

11.8 Security Testing. Client shall not perform or permit penetration testing, vulnerability scanning, load testing, security probing, or similar testing against GlowBox's production systems without GlowBox's prior written authorization.

Nothing in this Section prohibits good-faith reporting of a suspected vulnerability through a security-reporting mechanism made available by GlowBox.

11.9 Compliance Documentation and Assessments. To the extent required by applicable law and reasonably available, GlowBox shall make available to Client information reasonably necessary to demonstrate GlowBox's compliance with processor and security obligations applicable to the Services.

Where applicable law grants Client a right to conduct or require a data-protection or compliance assessment concerning GlowBox's processing activities, GlowBox shall reasonably cooperate with such assessment.

GlowBox may satisfy an assessment obligation, to the extent permitted by applicable law, by providing relevant independent audit reports, certifications, security assessments, compliance documentation, or other reasonably equivalent evidence.

Any Client-requested assessment shall:

(a) be conducted upon reasonable prior notice;

(b) occur no more frequently than reasonably necessary unless required due to a confirmed Security Incident, material compliance concern, or applicable law;

(d) comply with reasonable security and confidentiality requirements established by GlowBox; and

(e) not require GlowBox to disclose information that would compromise the security of the Platform, disclose another customer's information, reveal source code or proprietary architecture, or violate applicable law or contractual obligations.

The parties shall cooperate in good faith to minimize unnecessary duplication, cost, operational disruption, and security exposure associated with any assessment.

12. THIRD-PARTY SERVICES & INTEGRATIONS

12.1 Third-Party Dependencies. Client acknowledges that the Platform and Services may rely upon or interact with third-party products, platforms, infrastructure, networks, APIs, domain registrars, DNS providers, cloud service providers, email service providers, authentication services, payment processors, monitoring systems, telecommunications providers, and other external services ("Third-Party Services").

The use of Third-Party Services does not expand the Scope of GlowBox's obligations under Section 2.

12.2 Third-Party Terms. Client's use of certain integrations or Third-Party Services may be subject to separate terms, privacy policies, acceptable-use policies, technical requirements, or contractual restrictions imposed by the applicable third party.

Where Client independently maintains an account or contractual relationship with a Third-Party Service, Client is responsible for complying with the terms applicable to that relationship.

12.3 Client-Authorized Integrations. Where Client elects to connect, authorize, or enable a Third-Party Service through the Platform, Client authorizes GlowBox to exchange Customer Data and technical information with that Third-Party Service to the extent reasonably necessary to enable and operate the requested integration.

Client is responsible for determining whether the Third-Party Service is appropriate for Client's use and whether Client is authorized to transmit the applicable data to such service.

12.4 Third-Party Availability and Conduct. GlowBox does not control and shall not be responsible for the independent operation, availability, security, policies, functionality, content, acts, omissions, or business decisions of Third-Party Services that are outside GlowBox's reasonable control.

Third-Party Services may modify or discontinue APIs, functionality, pricing, access rules, technical requirements, authentication methods, sending policies, or other aspects of their services.

Such third-party actions may affect the operation or availability of an integration or feature within GlowBox.

Nothing in this Section 12.4 shall relieve GlowBox of obligations expressly assumed with respect to a Subprocessor under Section 10.14 or obligations that applicable law requires GlowBox to retain notwithstanding its use of a Subprocessor.

12.5 Modification or Discontinuation of Integrations. GlowBox may modify, suspend, replace, or discontinue an integration with a Third-Party Service where:

(a) the third party modifies or terminates the relevant functionality or access;

(b) continued integration creates a material security, operational, legal, or compliance risk;

(d) continued integration would violate applicable law or contractual obligations; or

(e) the integration can no longer reasonably be supported.

Where such integration constitutes a material component of a Client's paid Service, GlowBox shall use commercially reasonable efforts to provide reasonable notice or an alternative where practicable.

12.6 Email Service Providers and Deliverability Decisions. Without limiting Section 9, Client acknowledges that email service providers and recipient systems may independently filter, reject, delay, throttle, quarantine, classify, block, suspend, or otherwise restrict messages, mailboxes, domains, accounts, IP addresses, or traffic.

GlowBox does not control such determinations and does not guarantee reversal of any third-party decision.

GlowBox may provide technical assistance or recommendations within the Scope of the Services, but such assistance does not create a guarantee of acceptance, restoration, deliverability, or inbox placement.

12.7 Payment Processors. Where payments are processed through Stripe or another designated payment processor, payment credentials may be collected, tokenized, stored, or processed by the applicable processor rather than directly by GlowBox.

Client's use of such payment services may also be subject to the applicable processor's terms and privacy practices.

12.8 Third-Party Charges. Unless expressly included in Client's applicable plan or commercial arrangement, Client is responsible for fees charged directly to Client by Third-Party Services selected, maintained, or authorized by Client.

GlowBox shall not be responsible for changes in pricing independently imposed upon Client by such third parties.

12.9 No Third-Party Beneficiaries. Except as expressly stated in this Agreement, the use or identification of a Third-Party Service does not make such provider a party to this Agreement or grant that provider rights as a third-party beneficiary hereunder.

13. SERVICE AVAILABILITY, MAINTENANCE & CHANGES

13.1 Service Availability. GlowBox shall use commercially reasonable efforts to make the Platform and Services available during the applicable Service term, subject to the limitations, dependencies, maintenance activities, and exclusions described in this Agreement.

Unless expressly agreed in a separate written Service Level Agreement ("SLA"), GlowBox does not guarantee any specific percentage of uptime, uninterrupted availability, response time, restoration time, or other service-level commitment.

13.2 Scheduled Maintenance. GlowBox may perform scheduled maintenance, updates, upgrades, patches, infrastructure changes, migrations, security improvements, or other technical work reasonably necessary to maintain, improve, secure, or operate the Platform.

Where commercially reasonable, GlowBox may provide advance notice of scheduled maintenance expected to materially affect Client's use of the Platform.

13.3 Emergency Maintenance. GlowBox may perform emergency maintenance or implement immediate technical changes without prior notice where reasonably necessary to:

(a) address a security vulnerability or active threat;

(b) prevent or mitigate service disruption, abuse, fraud, or data loss;

(d) comply with applicable law, legal process, or third-party provider requirements; or

(e) address a critical technical issue.

13.4 Service Interruptions. Client acknowledges that temporary interruptions, delays, degraded performance, or limitations may occur due to circumstances including:

(a) scheduled or emergency maintenance;

(b) Internet, network, telecommunications, or cloud service failures;

(d) actions by email service providers, domain registrars, DNS providers, authentication providers, or other external systems;

(e) security incidents, cyberattacks, denial-of-service events, or malicious activity;

(f) Client systems, configurations, credentials, integrations, or devices;

(g) changes required to preserve system integrity or security; or

(h) events beyond GlowBox's reasonable control.

Such events shall not constitute a breach of this Agreement to the extent GlowBox continues to exercise commercially reasonable efforts to restore or maintain the affected Service.

For avoidance of doubt, the foregoing does not relieve GlowBox of any responsibility expressly retained under Section 10.14 with respect to Subprocessors engaged by GlowBox or any non-waivable obligation imposed by applicable law.

13.5 No Implied SLA. Statements regarding anticipated uptime, performance, response times, maintenance windows, support practices, technical objectives, or operational targets contained in marketing materials, Platform interfaces, sales communications, documentation, or other non-contractual materials shall not constitute binding service-level commitments unless expressly incorporated into a written SLA or other agreement signed or electronically accepted by both parties.

13.6 Updates and Improvements. GlowBox may periodically update, modify, enhance, replace, redesign, or improve the Platform, including user interfaces, workflows, functionality, technical architecture, integrations, security mechanisms, or infrastructure.

Such changes may be implemented without requiring an amendment to this Agreement, provided they are consistent with Sections 4.5 and 13.8.

13.7 Technical Requirements. Client acknowledges that continued use of the Platform may require Client to maintain compatible browsers, devices, domains, mailbox configurations, authentication methods, APIs, credentials, software versions, or Third-Party Services.

GlowBox may update reasonable technical requirements where necessary to support security, compatibility, functionality, or continued operation of the Platform.

13.8 Material Changes to Core Service. GlowBox may evolve the Platform over time; however, during a prepaid Service period GlowBox shall not intentionally make a change whose principal effect is to materially eliminate the core functionality purchased by Client without providing, where commercially reasonable under the circumstances:

(a) a substantially comparable alternative;

(b) a reasonable transition solution;

(d) another reasonable remedy.

This Section does not restrict changes necessary for security, legal compliance, prevention of abuse, third-party dependency changes, or circumstances beyond GlowBox's reasonable control.

13.9 Service Levels by Separate Agreement. If Client requires guaranteed uptime, response times, support response commitments, service credits, recovery objectives, or other measurable service-level obligations, such obligations must be expressly established in a separate written SLA.

In the absence of such SLA, the standards set forth in this Agreement shall govern.

14. PROPRIETARY RIGHTS & INTELLECTUAL PROPERTY

14.1 GlowBox Technology. As between GlowBox and Client, GlowBox and its licensors retain all right, title, and interest in and to the Platform and all technology, software, source code, object code, architecture, algorithms, methodologies, workflows, processes, systems, designs, interfaces, databases, documentation, monitoring tools, scripts, scoring methods, warmup methodologies, technical configurations, know-how, trade secrets, trademarks, logos, trade names, and other intellectual or proprietary property used to provide the Platform or Services (collectively, "GlowBox Technology").

Except for the limited access and use rights expressly granted under this Agreement, no right, title, license, ownership interest, or other intellectual property right in GlowBox Technology is transferred to Client.

14.2 SaaS Access; No Sale of Software. Client acknowledges that GlowBox is provided as a software-as-a-service offering.

Client purchases access to and use of the Platform and related Services during the applicable term and does not purchase, acquire, or receive ownership of the software, source code, infrastructure, or underlying GlowBox Technology.

Nothing in this Agreement constitutes a sale, assignment, work-made-for-hire arrangement, or transfer of GlowBox Technology to Client.

14.3 Limited License. The limited right granted under Section 4.1 constitutes the entirety of Client's license to access and use the Platform unless otherwise expressly agreed in writing.

Such license is:

(a) limited;

(b) non-exclusive;

(d) non-sublicensable;

(e) revocable in accordance with this Agreement; and

(f) valid only during the applicable Service term and while Client remains in compliance with this Agreement.

14.4 Customer Data. Ownership of Customer Data shall remain governed by Section 10.

No provision of this Section transfers ownership of Customer Data to GlowBox.

14.5 Feedback. If Client or any Authorized User voluntarily provides GlowBox with suggestions, comments, ideas, enhancement requests, recommendations, or other feedback concerning the Platform or Services ("Feedback"), GlowBox may use and incorporate such Feedback without restriction or obligation to Client, provided GlowBox does not publicly identify Client as the source of Feedback without Client's permission.

Feedback shall not include Customer Data or Client Confidential Information merely because such information is communicated in connection with a support request.

14.6 Usage and Technical Information. GlowBox may generate and use technical, operational, diagnostic, security, performance, and usage information relating to the operation of the Platform, including aggregated or de-identified information, for purposes including:

(a) operating and securing the Platform;

(b) monitoring performance and reliability;

(d) capacity planning;

(e) fraud and abuse prevention;

(f) analytics and diagnostics; and

(g) development of new or improved functionality.

To the extent such information contains personal data, its processing remains subject to applicable law and Sections 10 and 11.

GlowBox shall not use this Section to claim ownership of Customer Data.

14.7 Restrictions. Client shall not, directly or indirectly, except to the extent expressly permitted under this Agreement or applicable law:

(a) copy, reproduce, modify, translate, adapt, or create derivative works from GlowBox Technology;

(b) reverse engineer, decompile, disassemble, decode, or attempt to derive source code, algorithms, methodologies, models, architecture, or non-public technical information;

(d) sell, sublicense, lease, rent, distribute, transfer, assign, or commercially exploit GlowBox Technology;

(e) remove, obscure, or alter copyright, trademark, confidentiality, or proprietary notices;

(f) use GlowBox Technology to create an unauthorized competing or substantially similar product or service through extraction, replication, or misuse of proprietary elements; or

(g) permit any unauthorized third party to engage in the foregoing activities.

14.8 Trademarks and Branding. GlowBox names, trademarks, service marks, logos, designs, trade dress, and branding are owned by Contollo Consulting, LLC or its applicable licensors.

Nothing in this Agreement grants Client any right to use GlowBox branding, trademarks, logos, or trade names except as expressly authorized in writing.

Client shall not imply sponsorship, endorsement, partnership, or affiliation with GlowBox except as expressly agreed.

14.9 Client Marks. Client retains ownership of trademarks, logos, trade names, and branding provided by Client.

Client grants GlowBox a limited right to use Client-provided marks solely to the extent reasonably necessary to configure, provide, support, or display the Services for Client.

GlowBox shall not publicly use Client's name or marks for advertising, testimonials, case studies, or promotional purposes without Client's prior consent.

14.10 Third-Party Intellectual Property. Components of the Platform or Services may incorporate or interact with third-party software, libraries, APIs, services, or other intellectual property.

Any third-party components shall remain subject to the proprietary rights of their respective owners and, where applicable, separate third-party license terms.

14.11 Reservation of Rights. All rights not expressly granted to Client under this Agreement are reserved by GlowBox and its licensors.

15. CONFIDENTIALITY

15.1 Confidential Information. For purposes of this Agreement, "Confidential Information" means non-public information disclosed by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") that:

(a) is identified as confidential;

(b) by its nature or the circumstances of disclosure should reasonably be understood to be confidential; or

(c) relates to the Disclosing Party's business, finances, operations, technology, customers, pricing, strategies, security, systems, products, services, or proprietary information.

Confidential Information may include, without limitation:

(i) technical information and documentation;

(ii) source code, architecture, algorithms, processes, and know-how;

(iii) business plans and commercial strategies;

(iv) pricing and non-public contractual terms;

(v) security information and credentials;

(vi) customer or prospect information;

(vii) Customer Data;

(viii) financial information; and

(ix) non-public product plans or development information.

15.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate:

(a) was lawfully known to the Receiving Party without confidentiality restriction before disclosure;

(b) becomes publicly available through no breach of this Agreement;

(d) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or

(e) is expressly approved for disclosure by the Disclosing Party in writing.

15.3 Confidentiality Obligations. The Receiving Party shall:

(a) protect the Disclosing Party's Confidential Information using at least reasonable care and no less than the degree of care it uses to protect its own confidential information of similar importance;

(b) use Confidential Information only as necessary to perform, receive, enforce, or administer this Agreement;

(d) limit access to individuals and service providers who have a legitimate need to know such information and who are subject to confidentiality obligations appropriate to the information disclosed.

15.4 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, officers, directors, professional advisers, attorneys, accountants, auditors, insurers, financing sources, contractors, affiliates, and service providers who reasonably require access for purposes relating to this Agreement, provided such recipients are subject to confidentiality obligations or professional duties sufficient to protect the information.

The Receiving Party remains responsible for breaches of this Section by persons to whom it discloses Confidential Information to the extent required by applicable law and contractual principles.

15.5 Required Disclosure. If the Receiving Party is required by law, subpoena, court order, governmental request, or other binding legal process to disclose Confidential Information, the Receiving Party may make such disclosure.

To the extent legally permitted, the Receiving Party shall provide the Disclosing Party with reasonable prior notice so that the Disclosing Party may seek a protective order or other appropriate remedy.

The Receiving Party shall disclose only the portion of Confidential Information legally required to be disclosed.

15.6 Security of Confidential Information. Each party shall implement reasonable safeguards appropriate to the nature and sensitivity of the other party's Confidential Information within its control.

Where Confidential Information constitutes Customer Data or personal data, the applicable provisions of Sections 10 and 11 shall also apply.

15.7 Unauthorized Disclosure. The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any unauthorized access, use, or disclosure of the Disclosing Party's Confidential Information that is reasonably likely to materially affect the Disclosing Party.

The Receiving Party shall reasonably cooperate in efforts to contain and mitigate such unauthorized use or disclosure.

15.8 Return or Destruction. Upon termination of this Agreement or upon reasonable written request, the Receiving Party shall, where reasonably practicable, return or destroy the Disclosing Party's Confidential Information that is no longer required for a permitted purpose.

Notwithstanding the foregoing, the Receiving Party may retain:

(a) archival or backup copies maintained through ordinary automated processes;

(b) records required by applicable law, regulatory obligations, insurance requirements, professional standards, or internal record-retention policies; and

Any retained Confidential Information shall remain subject to this Section for so long as it is retained.

15.9 Duration. The confidentiality obligations under this Section shall continue during the term of this Agreement and for five (5) years following its termination or expiration.

Notwithstanding the foregoing, obligations concerning trade secrets shall continue for so long as the applicable information qualifies as a trade secret under applicable law.

15.10 Equitable Relief. Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause harm for which monetary damages alone may be inadequate.

Accordingly, the Disclosing Party may seek appropriate injunctive or equitable relief in addition to any other remedies available under this Agreement or applicable law, subject to the dispute-resolution provisions of this Agreement.

15.11 No Transfer of Rights. Disclosure of Confidential Information does not grant the Receiving Party any license, ownership right, or other intellectual property interest except as expressly provided in this Agreement.

16. SUSPENSION OF SERVICE

16.1 Grounds for Suspension. GlowBox may temporarily suspend, restrict, throttle, disable, or otherwise limit Client's access to all or any portion of the Platform or Services where GlowBox reasonably determines that:

(a) Client has failed to pay an undisputed amount when due;

(b) Client or an Authorized User has materially violated this Agreement;

(d) Client's activity presents a material security, operational, legal, regulatory, reputational, deliverability, or infrastructure risk;

(e) Client's use threatens or materially affects the security, stability, integrity, availability, or reputation of the Platform, GlowBox infrastructure, another customer, or a Third-Party Service;

(f) GlowBox receives a credible abuse complaint, regulatory inquiry, governmental request, legal demand, or material complaint from a Third-Party Service relating to Client's use of the Platform;

(g) Client's credentials, account, systems, domains, mailboxes, integrations, or other connected resources have been or are reasonably suspected of having been compromised;

(h) suspension is required by applicable law, court order, governmental authority, or binding legal process;

(i) a Third-Party Service necessary for Client's use requires GlowBox to restrict or suspend the affected activity; or

(j) suspension is otherwise expressly permitted under this Agreement.

16.2 Scope of Suspension. GlowBox shall, where reasonably practicable, limit a suspension to the account, Authorized User, credential, domain, mailbox, integration, functionality, traffic, or other component reasonably related to the applicable issue.

GlowBox may suspend the entire Service where a narrower restriction would not reasonably address the identified risk or violation.

16.3 Notice of Suspension. Where commercially reasonable and legally permitted, GlowBox shall provide Client with notice of a material suspension and the general basis for such suspension.

GlowBox may suspend immediately and without prior notice where GlowBox reasonably determines that immediate action is necessary to:

(a) address an urgent security threat;

(b) prevent fraud, abuse, unlawful activity, or material harm;

(d) comply with law or binding legal process;

(e) prevent or respond to suspension or termination by a material Third-Party Service; or

(f) address a material payment default.

16.4 Opportunity to Cure. Where the circumstances are reasonably capable of cure, GlowBox may provide Client with an opportunity to remedy the condition giving rise to suspension.

GlowBox may require Client to provide reasonable evidence that the applicable violation, security condition, payment default, or other issue has been satisfactorily addressed before restoring the affected Service.

Nothing in this Section requires GlowBox to provide a cure period before taking temporary protective action where immediate suspension is reasonably necessary.

16.5 Restoration of Service. Following satisfactory resolution of the circumstances giving rise to suspension, GlowBox shall use commercially reasonable efforts to restore the affected Services.

Restoration may be subject to:

(a) payment of outstanding amounts;

(b) replacement or verification of compromised credentials;

(d) correction of prohibited sending practices;

(e) confirmation of compliance with applicable provider requirements; or

(f) other reasonable remedial measures related to the cause of suspension.

16.6 Effect of Suspension on Fees and Term. Except where the suspension results directly from GlowBox's material breach of this Agreement, suspension shall not:

(a) relieve Client of payment obligations already incurred;

(b) suspend or extend the Minimum Term;

(d) constitute a cancellation or termination of this Agreement; or

(e) entitle Client to a refund, credit, or reimbursement.

Where Client is suspended for reasons attributable to Client, Monthly Operations Fees and other recurring charges shall continue to accrue during the suspension for so long as the Agreement remains in effect.

16.7 Extended or Unresolved Suspension. If the condition giving rise to suspension is not cured within a commercially reasonable period, or if the violation is material, repeated, unlawful, fraudulent, or reasonably incapable of cure, GlowBox may terminate this Agreement for cause in accordance with Section 17.

16.8 No Waiver. GlowBox's decision not to suspend the Service, or to restore Service following a suspension, shall not constitute a waiver of the underlying breach or prevent GlowBox from exercising other remedies available under this Agreement.

17. TERM, MINIMUM COMMITMENT, RENEWAL, CANCELLATION & TERMINATION

17.1 Commencement. This Agreement becomes effective upon Client's execution or electronic acceptance in accordance with Section 1 (the "Effective Date") and shall remain in effect until terminated in accordance with this Section.

17.2 Setup Period. The initial Setup Period shall be governed by Section 7.

The Setup Period is separate from and precedes the Minimum Term described below.

17.3 Minimum Term. Beginning on the Operations Commencement Date established under Section 7.3, Client commits to four (4) consecutive months of Monthly Operations (the "Minimum Term").

Client may not cancel this Agreement for convenience with an effective termination date occurring during the Minimum Term.

The Minimum Term constitutes a minimum commercial commitment and not merely a month-to-month subscription cancellable at will during such period.

17.4 Fees During Minimum Term. Client shall remain responsible for the Monthly Operations Fees applicable throughout the Minimum Term, subject to any express termination right for GlowBox's uncured material breach under Section 17.9.

Suspension resulting from Client's conduct, payment default, security condition, violation of this Agreement, or other circumstance attributable to Client shall not suspend, reduce, or extend the Minimum Term or Client's associated payment obligations.

17.5 Continuation After Minimum Term. Following completion of the Minimum Term, this Agreement shall automatically continue on a month-to-month basis at the then-applicable Monthly Operations Fee unless terminated in accordance with this Section.

Such month-to-month continuation does not create a new four-month minimum commitment unless Client expressly agrees to a new minimum term in an applicable Order Form or other written agreement.

17.6 Cancellation for Convenience After Minimum Term. After completion of the Minimum Term, either party may cancel this Agreement for convenience by providing the other party with at least thirty (30) days' prior written notice.

No cause or breach is required for cancellation under this Section.

17.7 Effectiveness of Cancellation Notice. A cancellation notice under Section 17.6 shall take effect thirty (30) days after valid notice is received by the other party (the "Termination Date").

Until the Termination Date:

(a) this Agreement remains in full force and effect;

(b) Client remains entitled to receive the applicable Services, subject to this Agreement;

(d) both parties remain subject to their respective contractual obligations.

The parties may mutually agree in writing to an earlier or later Termination Date.

17.8 No Prorated Refund Upon Convenience Cancellation. Unless otherwise expressly agreed in writing, cancellation for convenience does not entitle Client to a refund or credit for amounts properly charged or paid before the Termination Date.

If a billing period extends beyond the Termination Date, the treatment of the final billing period shall be determined by the applicable billing arrangement, provided that Client shall not be charged recurring Monthly Operations Fees for periods commencing after the Termination Date.

17.9 Termination for Material Breach. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within ten (10) business days after receiving written notice reasonably describing the breach.

Where the material breach is not reasonably capable of cure, termination may be effective upon written notice.

Nothing in this Section prevents GlowBox from temporarily suspending the affected Service before expiration of a cure period where such suspension is authorized under Section 16.

17.10 Immediate Termination by GlowBox. GlowBox may terminate this Agreement immediately upon written notice where Client:

(a) uses the Platform or Services for fraud, phishing, malware distribution, unlawful activity, or other serious prohibited conduct;

(b) engages in conduct that creates a material and immediate legal, regulatory, security, or infrastructure risk;

(d) materially compromises GlowBox's systems, infrastructure, or another customer's systems or data;

(e) repeatedly commits material violations of Sections 8 or 9 after receiving prior notice;

(f) fails to remedy a material payment default following reasonable notice and opportunity to cure;

(g) causes or is reasonably likely to cause GlowBox to materially breach a binding legal obligation or lose access to a material Third-Party Service; or

(h) engages in conduct that is unlawful and materially related to the Services.

17.11 Repeated Breaches. Repeated violations of this Agreement that individually may not constitute a material breach may collectively constitute grounds for termination for cause where Client has received reasonable notice of the violations and has failed to prevent their recurrence.

17.12 Insolvency and Cessation of Business. To the extent permitted by applicable law, either party may terminate this Agreement upon written notice if the other party:

(a) ceases substantially all business operations;

(b) makes a general assignment for the benefit of creditors;

(c) becomes subject to insolvency, receivership, liquidation, or similar proceedings that are not dismissed within a commercially reasonable period; or

(d) otherwise becomes unable to perform its material obligations under this Agreement due to insolvency.

17.13 Termination Not Exclusive Remedy. Termination or cancellation of this Agreement shall not prevent either party from exercising rights or remedies that accrued before the applicable Termination Date.

18. EFFECT OF TERMINATION

18.1 Cessation of Access. Upon termination or expiration of this Agreement, Client's right to access and use the Platform and Services shall cease as of the applicable Termination Date, except to the extent GlowBox expressly provides temporary access for data export, transition, administrative, or other limited purposes.

GlowBox may thereafter disable Client's account, Authorized User access, credentials, APIs, integrations, domains, mailboxes, dashboards, or other Platform functionality managed through the Services.

18.2 Outstanding Payment Obligations. Termination, cancellation, expiration, or suspension shall not relieve Client of any fee, charge, reimbursement obligation, interest, or other amount that became due or was properly incurred before the applicable Termination Date.

18.3 Minimum-Term Commitment Following Client Breach. The parties acknowledge that the Minimum Term constitutes a material part of the commercial consideration upon which GlowBox allocates infrastructure, onboarding capacity, technical resources, and operational support to Client.

Accordingly, if GlowBox terminates this Agreement for cause during the Minimum Term as a result of Client's uncured material breach, Client's termination shall not, by itself, extinguish the minimum commercial commitment undertaken under Section 17.

GlowBox may seek recovery of Monthly Operations Fees attributable to the unexpired portion of the Minimum Term as part of its contractual damages, subject to applicable law, any applicable duty to mitigate damages, and credit for amounts recovered that would otherwise result in duplicate compensation for the same loss.

Nothing in this Section shall be interpreted as permitting GlowBox to obtain duplicate recovery or as establishing a penalty unrelated to the losses arising from Client's failure to honor the agreed Minimum Term.

18.4 Customer Data. Following termination, Customer Data shall be handled in accordance with Section 10.11.

Client is responsible for exporting Customer Data it wishes to retain before termination where self-service export functionality is available.

GlowBox may provide limited post-termination assistance or custom data export services where technically feasible, subject to reasonable additional fees agreed before such work is performed.

18.5 Client-Controlled Third-Party Accounts. Where Client has connected accounts, domains, mailboxes, credentials, or Third-Party Services that remain independently owned or controlled by Client, termination of GlowBox does not itself terminate Client's separate contractual relationship with the applicable third party.

Client remains responsible for disabling, reconfiguring, transferring, securing, or otherwise administering Client-controlled Third-Party Services following termination.

18.6 Domains, Mailboxes and Other Provisioned Resources. The ownership, control, and post-termination treatment of domains, mailboxes, sender accounts, licenses, dedicated infrastructure, and other technical resources provisioned in connection with Client's Service (collectively, "Provisioned Resources") shall be determined by the applicable Application Form, Order Form, SOW, account configuration, or other written commercial documentation accepted by the parties.

Where a Provisioned Resource is expressly identified as owned by Client or is registered directly in Client's legal name ("Client-Owned Resource"), Client shall retain ownership of such resource following termination, subject to payment of all applicable amounts and any technical transfer procedures reasonably necessary to return or transfer administrative control to Client.

Where a Provisioned Resource is owned, licensed, subscribed to, registered, or maintained by GlowBox or its providers for purposes of providing the Services and is not expressly designated as a Client-Owned Resource ("GlowBox-Managed Resource"), Client shall not acquire ownership of such resource solely because it was allocated, configured, or used in connection with Client's account.

Upon termination, GlowBox may deactivate, release, reconfigure, discontinue, or otherwise administer GlowBox-Managed Resources in accordance with its applicable provider obligations and operational requirements.

If the applicable Application Form or other commercial documentation does not expressly identify ownership of a particular Provisioned Resource, ownership shall be determined according to the legal registrant, account holder, license holder, or contracting party through which the applicable resource was acquired.

Nothing in this Section transfers to Client any ownership interest in GlowBox Technology.

18.7 Transition Assistance. Unless expressly included within the applicable Service, GlowBox is not required to provide migration, transition, extraction, consulting, or professional services following termination.

Where Client requests such assistance, GlowBox may provide it subject to technical feasibility, resource availability, separate fees, and mutually agreed written terms.

18.8 Confidential Information. Upon termination, Confidential Information shall be handled in accordance with Section 15.8.

Termination does not extinguish confidentiality obligations that survive under Section 15.9.

18.9 No Continued License. Except for rights expressly stated to survive termination, all licenses and access rights granted to Client under Sections 4 and 14 automatically terminate on the Termination Date.

Client shall cease all unauthorized access to or use of GlowBox Technology following termination.

18.10 Survival. Any provision that by its nature is intended to survive termination or expiration shall survive, including provisions concerning:

(a) accrued payment obligations;

(b) ownership and intellectual property;

(d) confidentiality;

(e) disclaimers;

(f) limitation of liability;

(g) indemnification;

(h) dispute resolution and governing law;

(i) accrued remedies; and

(j) any other provision expressly stated to survive.

18.11 Reactivation. Following termination, any subsequent reactivation of Client's Service shall be subject to GlowBox's then-current commercial terms, technical availability, onboarding requirements, and applicable fees unless the parties expressly agree otherwise in writing.

GlowBox is not obligated to preserve previously allocated infrastructure, configurations, domains, mailboxes, pricing, capacity, or other resources for purposes of future reactivation.

19. DISCLAIMER OF WARRANTIES & DELIVERABILITY DISCLAIMER

19.1 SaaS Service Basis. Except for the express obligations specifically set forth in this Agreement, the Platform and Services are provided on an "AS IS" and "AS AVAILABLE" basis.

To the maximum extent permitted by applicable law, GlowBox disclaims all warranties, representations, and conditions not expressly stated in this Agreement, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and any warranties arising from course of dealing, usage, or trade practice.

19.2 No Uninterrupted Service Warranty. GlowBox does not warrant or represent that:

(a) the Platform or Services will be uninterrupted or continuously available;

(b) operation of the Platform will be entirely error-free;

(d) the Platform will operate without interruption with every Third-Party Service, browser, system, domain, mailbox, API, or integration;

(e) Client's specific technical, operational, commercial, or business objectives will be achieved; or

(f) the Platform will satisfy requirements not expressly agreed under this Agreement or an applicable SOW.

GlowBox's service availability obligations are governed by Section 13.

19.3 Deliverability Disclaimer. GlowBox provides the deliverability infrastructure, technical optimization, monitoring, warmup routines, and other services expressly described in Section 2.

Client acknowledges, however, that the ultimate delivery, acceptance, classification, placement, filtering, rejection, or treatment of an electronic communication may depend upon factors outside GlowBox's reasonable control, including:

(a) Client's message content;

(b) recipient-list quality;

(d) sender and domain reputation;

(e) mailbox and domain configurations;

(f) Client sending patterns;

(g) third-party spam detection and filtering algorithms;

(h) email service provider policies;

(i) recipient-system policies; and

(j) changes to Third-Party Services.

Accordingly, GlowBox does not guarantee that any particular communication will be delivered to, accepted by, or placed in a recipient's inbox.

19.4 No Commercial Outcome Warranty. GlowBox does not guarantee any particular:

(a) open rate;

(b) click rate;

(d) lead volume;

(e) appointment volume;

(f) conversion rate;

(g) revenue result;

(h) sales outcome;

(i) return on investment; or

(j) other marketing or commercial result.

Client acknowledges that GlowBox does not operate as Client's sales agency and that its obligations remain limited by the Scope established in Section 2.

19.5 Third-Party Services. GlowBox makes no warranty regarding the independent availability, performance, security, policies, conduct, decisions, or continued functionality of Third-Party Services outside GlowBox's reasonable control.

A third party's suspension, filtering, blocking, API modification, policy change, discontinuation, or other independent action shall not constitute a warranty breach by GlowBox.

19.6 Customer Data and Client Systems. GlowBox does not warrant the accuracy, completeness, legality, quality, or reliability of Customer Data supplied by Client.

GlowBox is not responsible for errors, interruptions, losses, or failures resulting from Client's systems, configurations, credentials, Authorized Users, devices, networks, domains, mailboxes, integrations, or other resources under Client's control.

19.7 Security Disclaimer. GlowBox's security obligations are those expressly established in Section 11.

No provision of this Agreement shall be interpreted as a representation that the Platform, Internet communications, cloud infrastructure, electronic storage, or Third-Party Services are immune from cyberattacks, vulnerabilities, unauthorized access, technical failures, or other security events.

19.8 No Professional or Legal Advice. Technical, operational, deliverability, compliance-related, or other information provided by GlowBox personnel is intended to support use of the Services and does not constitute legal, regulatory, tax, or other professional advice.

Client remains responsible for obtaining independent professional advice regarding its own legal and regulatory obligations.

19.9 Express Commitments Control. Nothing in this Section eliminates or reduces an obligation expressly undertaken by GlowBox elsewhere in this Agreement.

Where an express provision of this Agreement conflicts with a general disclaimer in this Section concerning the same obligation, the express provision shall control.

20. LIMITATION OF LIABILITY

20.1 Exclusion of Indirect and Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GLOWBOX NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS SHALL BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES.

THE FOREGOING EXCLUSION INCLUDES, WITHOUT LIMITATION, DAMAGES FOR:

(a) loss of profits or revenue;

(b) loss of anticipated savings;

(d) loss of goodwill or reputation;

(e) loss of anticipated commercial results;

(f) business interruption;

(g) loss, corruption, or unavailability of data, except to the extent directly caused by a breach of an express obligation under this Agreement and otherwise recoverable subject to this Section; or

(h) costs of substitute services,

EVEN IF GLOWBOX HAS BEEN ADVISED OF OR COULD REASONABLY HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES.

20.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF GLOWBOX AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO GLOWBOX UNDER THIS AGREEMENT DURING THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE APPLICABLE CLAIM.

If the event giving rise to a claim occurs before Client has completed thirty (30) days of paid Service, the applicable liability cap shall not exceed the amounts actually paid by Client to GlowBox as of the date of such event.

20.3 Application of Limitations. The limitations and exclusions in this Section apply regardless of:

(a) the form or theory of liability;

(b) whether a claim sounds in contract, tort, negligence, strict liability, statute, or otherwise; and

in each case to the maximum extent permitted by applicable law.

20.4 Allocation of Risk. Client acknowledges that the fees payable under this Agreement reflect the allocation of risk established herein and that the limitations contained in this Section constitute an essential basis of the bargain between Client and GlowBox.

20.5 Matters Not Subject to Client's Reliance on GlowBox's Liability Cap. For avoidance of doubt, the liability cap applicable to GlowBox under Section 20.2 does not limit Client's independent obligations concerning:

(a) payment of amounts owed under this Agreement;

(b) Client's indemnification obligations under Section 21;

(d) Client's violation of confidentiality obligations;

(e) Client's fraud, willful misconduct, or unlawful use of the Services; or

(f) Client's obligations arising from Customer Data, recipient communications, or regulatory compliance to the extent allocated to Client under this Agreement.

20.6 Non-Excludable Liability. Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

Where applicable law does not permit a particular exclusion but permits liability to be limited, liability shall be limited to the maximum extent legally permitted.

20.7 Separate Application of Provisions. Each limitation, exclusion, disclaimer, and liability cap contained in this Agreement is intended to operate independently to the maximum extent permitted by applicable law.

A determination that one particular limitation or exclusion is unenforceable shall not automatically render the remaining limitations or exclusions unenforceable.

21. INDEMNIFICATION

21.1 Client Indemnification. Client shall defend, indemnify, and hold harmless GlowBox, Contollo Consulting, LLC, and their respective affiliates, officers, directors, employees, agents, contractors, and service providers (collectively, the "GlowBox Indemnified Parties") from and against third-party claims, demands, actions, proceedings, investigations, damages, judgments, penalties, fines, settlements, liabilities, costs, and reasonable attorneys' fees arising out of or relating to:

(a) Customer Data supplied, uploaded, transmitted, or otherwise made available by or on behalf of Client;

(b) the content of communications transmitted by or on behalf of Client;

(d) Client's failure to obtain or maintain any consent, authorization, permission, notice, lawful basis, or other legal requirement applicable to Client's communications or Customer Data;

(e) Client's violation of applicable privacy, data-protection, electronic-communications, marketing, advertising, or anti-spam laws;

(f) Client's violation of Sections 8 or 9;

(g) Client's infringement, misappropriation, or violation of any third party's intellectual property, privacy, publicity, confidentiality, or other rights;

(h) Client's unlawful, fraudulent, misleading, abusive, or unauthorized use of the Platform or Services;

(i) acts or omissions of Client's Authorized Users in violation of this Agreement;

(j) Client's breach of its representations, warranties, or obligations relating to Customer Data; or

(k) Client's material breach of this Agreement where such breach gives rise to a third-party claim.

21.2 Third-Party Claims. Client's indemnification obligations under Section 21.1 apply to claims asserted by:

(a) recipients or prospective recipients;

(b) data subjects;

(d) governmental or regulatory authorities;

(e) Third-Party Service providers;

(f) intellectual property owners; or

(g) other third parties,

to the extent the claim arises from a matter allocated to Client under Section 21.1.

21.3 Indemnification Procedure. GlowBox shall:

(a) provide Client with reasonably prompt notice of a claim for which indemnification is sought, provided that delayed notice shall relieve Client of its obligations only to the extent Client is materially prejudiced by the delay;

(b) provide reasonable cooperation in the defense of the claim at Client's expense; and

GlowBox may participate in the defense through counsel of its own choosing at its own expense, except where separate counsel is reasonably necessary due to a material conflict of interest attributable to Client.

21.4 Settlement Restrictions. Client shall not settle an indemnified claim without GlowBox's prior written consent if the proposed settlement:

(a) requires GlowBox or a GlowBox Indemnified Party to admit wrongdoing or liability;

(b) imposes a non-monetary obligation upon a GlowBox Indemnified Party;

(d) does not fully release the applicable GlowBox Indemnified Parties from the covered claim; or

(e) materially affects GlowBox's legal, regulatory, intellectual property, security, or reputational interests.

GlowBox shall not unreasonably withhold consent to a settlement that fully resolves the covered claim without imposing any of the foregoing consequences.

21.5 Regulatory Matters. Where an indemnifiable matter involves a governmental investigation, regulatory proceeding, administrative action, or potential penalty for which applicable law does not permit Client to directly control the defense, Client shall nevertheless provide reasonable cooperation and reimburse GlowBox for covered costs, liabilities, and reasonable attorneys' fees to the extent permitted by law.

Nothing in this Section transfers to Client a legal responsibility that applicable law requires GlowBox itself to bear.

21.6 GlowBox Intellectual Property Indemnity. GlowBox shall defend Client against a third-party claim alleging that Client's authorized use of the generally available GlowBox Platform, in accordance with this Agreement, directly infringes such third party's United States patent, copyright, or trademark, and shall indemnify Client against damages finally awarded or settlements approved by GlowBox arising from such claim.

GlowBox shall have no obligation under this Section to the extent the claim arises from:

(a) Customer Data;

(b) Client content;

(d) use of the Platform in combination with products, services, data, or technology not supplied or required by GlowBox where the claim would not otherwise have arisen;

(e) Client's continued use after GlowBox has provided a non-infringing alternative or instructed Client to discontinue the allegedly infringing use;

(f) use contrary to this Agreement or GlowBox's written instructions; or

(g) Third-Party Services or third-party technology not owned by GlowBox.

21.7 Intellectual Property Remedies. If the Platform becomes, or in GlowBox's reasonable judgment is likely to become, subject to an infringement claim covered under Section 21.6, GlowBox may, at its option:

(a) obtain the right for Client to continue using the affected functionality;

(b) modify or replace the affected functionality so that it is no longer infringing while preserving substantially equivalent core functionality where commercially reasonable; or

(c) if neither of the foregoing is commercially reasonable, terminate the affected Service and refund any prepaid fees allocable to the unused portion of the terminated affected Service.

This Section 21.7 states Client's exclusive contractual remedy, and GlowBox's entire contractual obligation, for third-party intellectual property infringement claims covered by Section 21.6.

21.8 Relationship to Limitation of Liability. GlowBox's obligations under Sections 21.6 and 21.7 remain subject to Section 20 unless applicable law requires otherwise.

Client's indemnification obligations under this Section are not subject to GlowBox's liability cap under Section 20.2.

21.9 Survival. The indemnification obligations applicable to claims arising from acts, omissions, communications, processing activities, or breaches occurring during the term of this Agreement shall survive termination or expiration.

22. GOVERNING LAW, ARBITRATION & DISPUTE RESOLUTION

22.1 Governing Law. This Agreement, and any dispute, claim, controversy, or cause of action arising out of or relating to this Agreement, the Platform, the Services, or the relationship between Client and GlowBox, shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict-of-laws principles.

22.2 Good-Faith Resolution. Before commencing arbitration, the parties shall first attempt in good faith to resolve any dispute through direct discussions between representatives authorized to resolve the matter.

A party initiating a dispute shall provide written notice reasonably describing:

(a) the nature of the dispute;

(b) the material facts supporting its position; and

The parties shall have fifteen (15) business days following receipt of such notice to attempt to resolve the dispute informally, unless the parties agree to a longer period.

Nothing in this Section prevents either party from seeking immediate provisional or equitable relief where delay could cause irreparable harm, compromise Confidential Information or intellectual property, threaten security, or defeat the purpose of the requested relief.

22.3 Mandatory Binding Arbitration. Except for matters expressly permitted to be brought before a court under this Section, any dispute, controversy, or claim arising out of or relating to:

(a) this Agreement;

(b) the formation, validity, interpretation, performance, breach, termination, or enforceability of this Agreement;

(d) payments or fees;

(e) Customer Data;

(f) intellectual property obligations between the parties;

(g) Client's use of the Platform; or

(h) the commercial relationship between GlowBox and Client,

shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, except as expressly modified by this Agreement.

22.4 Seat and Place of Arbitration. The legal seat and place of arbitration shall be Dallas County, Texas, United States.

Unless the arbitrator determines that an in-person hearing is reasonably necessary, hearings may be conducted remotely by videoconference or other appropriate electronic means.

Any in-person hearing shall take place in Dallas County, Texas unless the parties agree otherwise in writing.

22.5 Arbitrator. Unless the applicable AAA rules require otherwise or the parties mutually agree to a different arrangement, the arbitration shall be conducted before one (1) neutral arbitrator.

The arbitrator shall have authority to resolve disputes concerning the interpretation, applicability, enforceability, or formation of this Agreement and this arbitration provision, subject to applicable law.

22.6 Arbitrator Authority and Remedies. The arbitrator may award any remedy or relief that would otherwise be available to a party under this Agreement and applicable law, subject to the limitations of liability, exclusions, contractual remedies, and other limitations expressly established herein.

The arbitrator shall not have authority to award relief inconsistent with this Agreement.

22.7 Confidentiality of Arbitration. To the extent reasonably permitted by applicable law and the applicable arbitration rules, the parties shall treat the existence of the arbitration, non-public filings, evidence, testimony, discovery materials, and award as Confidential Information.

Disclosure may nevertheless be made:

(a) as required by law or regulatory obligation;

(b) to legal, financial, insurance, or professional advisers subject to appropriate confidentiality duties;

(d) as otherwise permitted by the arbitrator or applicable rules.

22.8 Individual Proceedings; Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS.

CLIENT AND GLOWBOX EACH WAIVE ANY RIGHT TO COMMENCE, JOIN, CONSOLIDATE, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION AGAINST THE OTHER, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY APPLICABLE LAW.

The arbitrator shall not consolidate claims of multiple unrelated parties or preside over any form of representative or class proceeding without the written consent of both GlowBox and Client, except where applicable law requires otherwise.

22.9 Jury Trial Waiver. TO THE EXTENT A DISPUTE IS PERMITTED TO PROCEED IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH A DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

22.10 Court Proceedings Related to Arbitration. Notwithstanding the agreement to arbitrate, either party may commence an appropriate judicial proceeding for the limited purpose of:

(a) compelling or enforcing arbitration;

(b) seeking temporary, preliminary, emergency, or injunctive relief where permitted by applicable law;

(c) protecting intellectual property, Confidential Information, data, security, systems, or infrastructure pending resolution of a dispute;

(d) enforcing subpoenas or other arbitration-related process where judicial assistance is permitted;

(e) confirming or enforcing an arbitral award;

(f) seeking modification or vacatur of an arbitral award to the extent permitted by applicable law; or

(g) pursuing another judicial remedy expressly permitted in connection with arbitration.

Such proceedings shall not constitute a waiver of the obligation to arbitrate the underlying dispute.

22.11 Exclusive Judicial Venue. Any judicial proceeding permitted under Section 22.10 shall be brought exclusively in a state or federal court of competent jurisdiction located in or having jurisdiction over Dallas County, Texas, unless applicable law requires otherwise.

Each party irrevocably submits to the personal jurisdiction of such courts for those limited judicial proceedings and waives objections based on improper venue or inconvenient forum to the extent permitted by law.

22.12 Arbitration Award. The arbitrator shall issue a written award stating the material basis for the decision.

The award shall be final and binding upon the parties, subject only to such review, modification, or vacatur as may be available under applicable law.

Judgment upon the award may be entered in any court of competent jurisdiction.

22.13 Arbitration Costs and Attorneys' Fees. Arbitration filing fees, administrative fees, and arbitrator compensation shall initially be allocated in accordance with the applicable AAA rules.

The arbitrator may award reasonable attorneys' fees, costs, and expenses to a prevailing party where authorized by this Agreement or applicable law.

22.14 Federal and Texas Arbitration Law. To the extent applicable, the arbitration provisions of this Agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and applicable Texas arbitration law.

23. AMENDMENTS TO AGREEMENT & CHANGES TO TERMS

23.1 Amendments by Mutual Agreement. The parties may modify this Agreement at any time through a written or electronic amendment, Order Form, SOW, or other instrument expressly accepted by authorized representatives of both parties.

Any such modification shall apply only to the extent expressly stated therein and shall remain subject to the order of precedence established in Section 4.8.

23.2 SaaS Terms Updates. Client acknowledges that GlowBox operates an evolving software-as-a-service business and may periodically update this Agreement to address:

(a) changes to the Platform or Services;

(b) new or modified functionality;

(d) security or compliance requirements;

(e) changes to Third-Party Services;

(f) operational practices; or

(g) reasonable commercial or administrative changes.

23.3 Notice of Material Changes. Where GlowBox makes a material change to this Agreement that materially affects Client's rights or obligations during an active Service term, GlowBox shall provide reasonable notice through one or more of the following methods:

(a) email to Client's designated account contact;

(b) notice within the Platform;

(d) another reasonable electronic communication method.

The notice may identify the effective date of the updated terms and provide access to the updated version.

23.4 Non-Material Changes. GlowBox may implement non-material changes without advance notice, including corrections, clarifications, formatting changes, administrative updates, or modifications that do not materially reduce Client's contractual rights or materially increase Client's obligations.

23.5 Changes During a Minimum or Prepaid Term. Unless required by applicable law, security necessity, or a material Third-Party Service requirement, GlowBox shall not use a unilateral amendment during an existing Minimum Term or prepaid Service period to:

(a) retroactively increase fees already agreed for such period;

(b) materially reduce the core Service already purchased; or

Changes to pricing or commercial terms for future renewal or month-to-month periods may be implemented in accordance with Section 23.6.

23.6 Future Pricing and Commercial Changes. Following completion of the Minimum Term, GlowBox may modify recurring pricing, plan structure, included capacity, or other commercial terms applicable to future Service periods by providing Client with at least thirty (30) days' prior notice.

If Client does not wish to continue under the revised commercial terms, Client may provide notice of cancellation in accordance with Section 17, subject to any charges properly accruing through the applicable Termination Date.

23.7 Continued Use. Where GlowBox has provided the notice required under this Section, Client's continued use of the Platform or Services after the effective date of an updated Agreement shall constitute acceptance of the updated terms to the extent permitted by applicable law.

Nothing in this Section permits GlowBox to retroactively alter obligations, liabilities, or rights arising before the effective date of an amendment.

23.8 Version Control. GlowBox may identify versions of this Agreement by version number, effective date, revision date, or similar identifier and may retain prior versions for contractual recordkeeping and evidence purposes.

24. GENERAL PROVISIONS

24.1 Entire Agreement. This Agreement, together with the applicable Application Form or Order Form and, solely to the extent applicable to Client and expressly incorporated or accepted in connection with the Services, any SOW, Data Processing Addendum ("DPA"), Service Level Agreement ("SLA"), Privacy Policy, and other incorporated contractual document, constitutes the entire agreement between GlowBox and Client concerning the subject matter addressed herein and supersedes prior or contemporaneous proposals, discussions, understandings, communications, representations, or agreements concerning such subject matter, whether oral or written.

The inclusion of a reference to a DPA, SLA, policy, or other document in this Agreement does not, by itself, make such document applicable to Client unless the document is applicable by its terms or has otherwise been validly incorporated into the contractual relationship.

The order of precedence established in Section 4.8 shall govern any direct conflict among applicable contractual documents.

24.2 Severability. If any provision of this Agreement is held to be invalid, unlawful, or unenforceable, such provision shall be enforced to the maximum extent legally permissible or modified to the minimum extent necessary to make it enforceable.

If modification is not legally permissible, the affected provision shall be severed, and the remaining provisions shall remain in full force and effect.

24.3 No Waiver. A party's failure or delay in exercising any right, remedy, power, or privilege under this Agreement shall not constitute a waiver thereof.

A waiver shall be effective only if expressly made in writing by an authorized representative of the waiving party and shall apply only to the specific circumstance for which it is given.

24.4 Assignment by Client. Client may not assign, delegate, transfer, or otherwise dispose of this Agreement or any material rights or obligations hereunder without GlowBox's prior written consent, except as expressly permitted by this Agreement.

Any attempted assignment in violation of this Section shall be ineffective to the extent permitted by applicable law.

24.5 Assignment by GlowBox. GlowBox may assign or transfer this Agreement, in whole or in part, without Client's consent in connection with:

(a) a merger;

(b) acquisition;

(d) change of control;

(e) sale of substantially all relevant assets or business operations; or

(f) transfer to an affiliate or successor involved in providing the Services.

GlowBox may also delegate operational responsibilities to contractors and service providers without assigning the Agreement, subject to its applicable obligations herein.

24.6 Independent Contractors. GlowBox and Client are independent contracting parties.

Nothing in this Agreement creates or shall be construed as creating a:

(a) partnership;

(b) joint venture;

(d) employment relationship;

(e) fiduciary relationship;

(f) franchise; or

(g) legal representation relationship

between the parties.

Neither party has authority to bind the other except where expressly authorized in writing.

24.7 Force Majeure. Neither party shall be liable for delay or failure to perform a non-payment obligation to the extent caused by circumstances beyond its reasonable control, including:

(a) natural disasters;

(b) severe weather;

(d) flood;

(e) earthquake;

(f) epidemic or pandemic-related governmental restriction;

(g) war, terrorism, civil unrest, or governmental action;

(h) widespread Internet or telecommunications failure;

(i) major cloud or infrastructure failure;

(j) cyberattack or denial-of-service event not caused by the affected party's failure to maintain its express security obligations;

(k) labor disruption;

(l) electrical or utility failure; or

(m) failure or material restriction of a Third-Party Service beyond the affected party's reasonable control.

The affected party shall use commercially reasonable efforts to mitigate the effects of the event.

Force majeure does not excuse Client's obligation to pay amounts that became due before the force majeure event.

24.8 Notices. Formal notices required under this Agreement shall be delivered by:

(a) email to the legal or administrative contact designated by the receiving party;

(b) a notice mechanism expressly provided within the Platform for contractual notices;

(d) another written method expressly agreed by the parties.

A party is responsible for maintaining accurate notice contact information.

Notices concerning cancellation, termination, material breach, indemnification claims, or legal proceedings should identify the nature of the notice with reasonable clarity.

24.9 Electronic Notices. Client expressly agrees that contractual notices may be provided electronically where permitted under this Agreement and applicable law.

An electronic notice shall not be ineffective solely because it is transmitted electronically.

24.10 No Third-Party Beneficiaries. Except for GlowBox Indemnified Parties expressly protected under Section 21 and as otherwise expressly provided herein, this Agreement is solely for the benefit of GlowBox and Client and does not create contractual rights in any other person or entity.

24.11 Headings. Section titles and headings are provided solely for convenience and shall not affect interpretation of this Agreement.

24.12 Interpretation. Unless the context requires otherwise:

(a) singular terms include the plural and vice versa;

(b) "including" means "including without limitation";

(d) references to laws include applicable amendments, replacements, and successor provisions; and

(e) references to a written agreement include electronic records satisfying the requirements of this Agreement and applicable law.

No presumption against the drafter shall apply solely because one party prepared or proposed language contained in this Agreement.

24.13 Counterparts and Electronic Copies. This Agreement and any document executed in connection herewith may be executed in counterparts and electronically.

Each counterpart shall be deemed an original, and all counterparts together shall constitute one instrument.

Electronic copies and electronically executed versions may be used as evidence of the parties' agreement to the extent permitted by applicable law.

24.14 Relationship to Policies. Policies, guidelines, documentation, technical requirements, or other materials incorporated by reference into this Agreement may supplement the operation and use of the Platform but shall not independently expand the Scope set forth in Section 2 or override the order of precedence established in Section 4.8.

24.15 Survival. The termination or expiration of this Agreement shall not affect provisions that expressly or by their nature survive, including Sections concerning payment obligations, Customer Data after termination, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and accrued remedies.

24.16 Further Assurances. Each party shall reasonably cooperate in executing documents or taking actions reasonably necessary to give effect to obligations expressly undertaken under this Agreement, provided that such cooperation does not materially expand that party's Scope, obligations, or financial commitments.

24.17 Contact Information. Legal notices and communications concerning this Agreement may be sent to GlowBox through the legal contact information designated on the Platform, applicable Order Form, or other official GlowBox communication channel.

Client shall maintain current legal and administrative contact information in its account or applicable commercial documentation.