Effective February 17, 2026
PLEASE READ THE FOLLOWING CAREFULLY. THESE ENTERPRISE TERMS OF SERVICE ("AGREEMENT") GOVERNS YOUR ACCESS TO AND USE OF THE SWI PLATFORM (AS DEFINED BELOW) AS PROVIDED BY SIDEKICK WELLNESS INC. ("SWI"), INCLUDING BUT NOT LIMITED TO, ANY FREE, TRIAL, BETA OR PAID SERVICES OR SOFTWARE.
By clicking on the "I agree to" button (or any similar button) that is presented to you at the time of sign-up, by accessing or using the SWI Platform, or by otherwise indicating your acceptance of a Service Order (as defined below), you agree to be bound by this Agreement (the date you have clicked on such button, or have otherwise agreed to be bound by this Agreement is the "Effective Date"). SWI may modify this Agreement from time to time, subject to Section 9.3 below.
You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor) on behalf of the legal entity (such as your employer) that will access and use the SWI Platform (such entity, "Customer"). If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and must not access or use the SWI Platform or any related services.
You acknowledge and agree that:
● SWI is commercializing a proprietary technology solution that transforms any organization's static content into trusted, expert-guided digital agent conversations (the "SWI Platform");
● Customer desires to provide its personnel with access to and use of the SWI Platform, and SWI is willing to provide Customer personnel with such access and use subject to the terms and conditions of this Agreement and the applicable Service Order;
● Access and use is provided on a subscription basis, which may be a paid subscription or free of charge (e.g., for a Free Tier), as specified in the applicable Service Order.
For and in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer agrees to the following terms and conditions:
1. SWI PLATFORM; ACCESS AND USE
1.1 Subscription Plans. Customer may access and use the SWI Platform by subscribing to a service plan ("Subscription Plan") via SWI's online sign-up process or an ordering document (a "Service Order").
(a) Free Tier. If Customer meets the eligibility criteria specified in the Service Order or on the SWI Platform sign-up screen (e.g., maintaining a Seat count below a specified threshold), Customer is eligible for the "Free Tier" at no charge. If Customer exceeds the applicable eligibility limits, Customer will immediately be converted to a Paid Plan and must pay the applicable Subscription Fees for all Seats to maintain access.
(b) Paid Plan. For Customers not eligible for the Free Tier, access is subject to the payment of Fees calculated on a per-Seat basis as set forth in the Service Order.
1.2 Access, Definitions, and Use. Subject to this Agreement and payment of applicable Fees, SWI grants Customer a non-exclusive right to access and use the SWI Platform. Access is contingent upon Customer maintaining a valid Subscription Plan in good standing.
"Authorized User" means a unique individual who has: (i) been invited by Customer via the SWI Platform's email invitation tool; and (ii) successfully registered for an account via the SWI Platform mobile application. An individual is not considered an Authorized User until both steps are completed.
"Seat" means the distinct billing unit corresponding to a single Authorized User. Seats cannot be shared by multiple individuals.
1.3 Legacy Credits. If Customer purchased usage credits prior to February 17, 2026 that remain unredeemed ("Legacy Credits"), Customer may continue to use the SWI Platform by redeeming Legacy Credits until such balance is exhausted. Use of the Platform via Legacy Credits is subject to the Fair Use Policy in Section 3.7. Once Legacy Credits are exhausted, Customer must select a current Subscription Plan to continue access.
1.4 Free Tier Disclaimer. If Customer is accessing the SWI Platform under the Free Tier: (i) such access is provided "AS IS" and without warranty of any kind, notwithstanding Section 7; and (ii) SWI may suspend or terminate the Free Tier at any time for any reason without notice.
1.5 Customer Responsibilities. Customer understands that SWI's performance is dependent in part on the content and actions of Customer and its administrators and subject matter experts. Accordingly, Customer will perform all required actions requested by SWI in connection with the implementation of the SWI Platform.
2. PROFESSIONAL SERVICES
Customer may, from time to time, request that SWI perform professional services with respect to the SWI Platform (collectively, "Professional Services"). SWI may agree to perform such Professional Services upon mutual written agreement of the Parties (including by email) or via a Service Order, provided that such agreement explicitly sets forth the scope of services, the associated fees, and the applicable payment terms.
3. RESTRICTIONS; OWNERSHIP AND LICENSES
3.1 Restrictions. Customer will not at any time and will not encourage, assist, permit or enable any person (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the SWI Platform in any manner beyond the scope of rights expressly granted in this Agreement; (ii) modify or create derivative works of the SWI Platform or any associated documentation, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the SWI Platform, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the SWI Platform to any other person, or otherwise allow any person to use the SWI Platform for any purpose other than for the benefit of Customer in accordance with this Agreement; (v) use the SWI Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person (including publicity or privacy), or that violates any applicable law; (vi) post, upload, publish, submit or transmit any content that: (a) infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person (including publicity or privacy), (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment, abuse or harm against any individual or group; (f) is violent, intimidating or threatening or promotes violence or actions that are threatening to any person or entity; (g) promotes illegal or harmful activities or substances; (vii) access, tamper with, or use non-public areas of the SWI Platform, SWI's computer systems, or the technical delivery systems of SWI's providers; (viii) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; (ix) provide any information that is intended to misinform, misdirect, mislead, or otherwise deceive any users of the SWI Platform or any other third party; (x) violate any applicable law or regulation, or policies (including usage or AI policies); (xi) use any information contained in or made available through the SWI Platform to train, improve or have trained or improved an AI model (e.g., engage in "model scraping"); (xii) interfere with, or disrupt the integrity or performance of, the SWI Platform, or any data or content contained therein or transmitted thereby, (xiii) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the SWI Platform; (xiv) attempt to probe, scan or test the vulnerability of the SWI Platform or any other SWI system or network or breach any security or authentication measures; (xv) access or search the SWI Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or SWI Platform features provided by SWI for use expressly for such purposes; (xvi) use the SWI Platform for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the SWI Platform. Notwithstanding anything to the contrary under this Agreement, SWI reserves the right to, in each case without notice, remove or disable access to any Customer Content in violation of this Section 3.1, as determined by SWI and/or terminate or suspend access to the SWI Platform by any Authorized User that has violated this Section 3.1, as determined by SWI.
3.2 SWI Ownership. Customer acknowledges and agrees that, as between SWI and Customer, SWI exclusively owns all rights, title and interest in and to the SWI Platform, including any improvements, modifications, enhancements, or customizations thereto or thereof, and any associated usage metrics.
3.3 Customer Content. SWI acknowledges and agrees that, as between Customer and SWI, Customer exclusively owns all right, title and interest in and to all content uploaded by Customer to the SWI Platform ("Customer Content"). Customer hereby grants SWI a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Content for the purpose of maintaining, operating and making available the SWI Platform to Customer and Authorized Users under this Agreement.
3.4 Usage Data. Notwithstanding anything to the contrary in this Agreement, SWI may collect, use, and analyze data regarding the use and performance of the SWI Platform by Customer and its Authorized Users (e.g., usage metrics, technical logs, and configuration data) ("Usage Data"). SWI may use Usage Data in aggregated or anonymized form to maintain, analyze, and improve the SWI Platform and for other legitimate business purposes. For clarity, Usage Data does not include Customer Content.
3.5 Customer Warranties. Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Content (including any personal data provided or otherwise collected pursuant to Customer's policies) as contemplated by this Agreement and (ii) SWI's use of the Customer Content in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.
3.6 Feedback. From time to time Customer may provide SWI with suggestions, comments, feedback or the like with regard to the SWI Platform (collectively, "SWI Platform Feedback"). Customer hereby grants SWI a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all SWI Platform Feedback in connection with SWI's business purposes, including, without limitation, the maintenance, operation and improvement of the SWI Platform.
3.7 Fair Use Policy. Customer acknowledges that the SWI Platform utilizes shared AI resources. While the Paid Plan includes "unlimited" volume, Customer's use must be consistent with normal, human-operated business activity. SWI reserves the right to throttle, suspend, or terminate access if Customer's usage patterns (e.g., automated high-volume queries, botting, or cryptocurrency mining) significantly exceed the average usage patterns of SWI's customer base or place an unreasonable burden on SWI's infrastructure.
4. CONFIDENTIALITY.
Each Party agrees not to disclose or use (except as permitted in this Agreement) the Confidential Information of the other Party without the disclosing Party's prior written consent. "Confidential Information" means all confidential business, technical and financial information of the disclosing Party that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. SWI's Confidential Information includes, without limitation, the SWI Platform and all documentation, and data and reports relating to the SWI Platform. Confidential Information does not include information that: (i) has become publicly known through no breach by the receiving Party; (ii) was rightfully received by the receiving Party from a third party who was not subject to a duty of confidentiality to the disclosing Party without restriction on use or disclosure; or (iii) is required to be disclosed by law or by a governmental authority (but only to the extent of such required disclosure). The obligations of confidentiality under this Section 4 shall survive for a period of five (5) years following the termination or expiration of this Agreement. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party's advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
5. PAYMENT OF FEES
5.1 Subscription Fees. Customer agrees to pay the fees set forth in the Service Order or as otherwise communicated to Customer in accordance with this Agreement ("Fees").
(a) Volume Pricing. Fees are calculated based on the number of Seats and may be subject to volume-based pricing tiers or tranches as detailed in the Service Order ("Pricing Tiers").
(b) Seat Calculation and Tier Pricing.
(i) Billing Date Snapshot. Fees for each billing cycle are calculated and billed in advance based on the total number of Seats active on the first day of the applicable billing cycle (the "Billing Date"). The applicable Pricing Tier for that billing cycle is determined strictly by the total number of Seats active on the Billing Date.
(ii) Mid-Cycle Additions. If Customer adds new Authorized Users during a billing cycle, Customer will not be charged Fees for such new Seats for the remainder of that current billing cycle. Instead, the newly added Seats will be included in the total Seat count on the subsequent Billing Date and billed in advance for that next cycle. If the total number of Seats on that subsequent Billing Date qualifies Customer for a different Pricing Tier, the new Pricing Tier rate will apply to all Seats commencing on that date.
(iii) Mid-Cycle Reductions. Because cancellations or reductions in Seats are effective only at the end of the current billing cycle (pursuant to Section 5.3(b)), Seats removed mid-cycle do not entitle Customer to a prorated refund or credit. Such removed Seats will simply be excluded from the total Seat count calculated on the subsequent Billing Date.
(iv) Short-Term Seats. Notwithstanding the foregoing, if Customer adds a new Seat during a billing cycle and subsequently removes that same Seat prior to the next Billing Date, Customer may be billed (at SWI's sole discretion) for one full month of Fees for that Seat (at the Pricing Tier applicable during that cycle) on the next invoice.
(c) Fee Adjustments. SWI reserves the right to adjust the Fees applicable to Customer's Subscription Plan upon the commencement of any renewal term. SWI will provide Customer with written notice (which may be via email or an in-app notification) of such Fee increase at least thirty (30) days prior to the date such increase becomes effective. If Customer does not wish to pay the increased Fees, Customer may cancel its Subscription Plan in accordance with Section 5.3(b) prior to the effective date of the increase.
5.2 Payment Terms. Fees are due in advance of each billing cycle. Customer authorizes SWI and its payment processors to store payment information and charge such method for all Fees. For any Fees that are invoiced (e.g., Professional Services), Customer shall pay all Fees within thirty (30) days after the date of SWI's invoice.
5.3 Auto-Renewal and Cancellation.
(a) Automatic Renewal. SUBSCRIPTION PLANS WILL AUTOMATICALLY RENEW FOR SUCCESSIVE MONTHLY OR ANNUAL PERIODS (AS SELECTED IN THE SERVICE ORDER) UNLESS CUSTOMER CANCELS PRIOR TO THE RENEWAL DATE. Customer authorizes SWI to charge the payment method on file at the start of each renewal period at the then-current Fees (including any Fee adjustments occurring pursuant to Section 5.1(c)).
(b) Cancellation. Customer may cancel the subscription or reduce the number of Seats at any time through the SWI Platform settings. Cancellation will be effective at the end of the current billing cycle. No refunds will be issued for partial months.
5.4 Late Payment and Taxes. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all taxes associated with services provided hereunder other than U.S. taxes based on SWI's net income.
5.5 Suspension of Service. In addition to any other remedies available, SWI reserves the right to suspend access to the SWI Platform if Customer fails to make any payment due hereunder in a timely manner.
5.6 Billing Disputes. If Customer believes that SWI has billed Customer incorrectly, Customer must contact SWI no later than thirty (30) days after the closing date on the first billing statement, transaction record, or invoice in which the error or problem appeared, in order to receive an adjustment or credit, if applicable.
6. TERM AND TERMINATION
6.1 Term. This Agreement shall commence on the Effective Date and will remain in full force and effect until terminated by either Party in accordance with Section 6.2 (the "Term").
6.2 Termination. If either Party materially breaches any term of this Agreement and fails to cure such breach within sixty (60) days after notice thereof by the non-breaching Party (thirty (30) days in the case of non-payment), the non-breaching Party may terminate this Agreement immediately upon notice. Customer may terminate this Agreement for convenience for any reason, including no reason at all, without penalty, prejudice or further liability, upon thirty (30) days prior written notice to SWI. SWI may terminate this Agreement for convenience for any reason, including no reason at all, without penalty, prejudice or further liability, upon thirty (30) days prior written notice to the other Party.
6.3 Effect of Termination. Customer will pay in full for all Fees incurred up to and including the effective date of termination. Upon any termination of this Agreement: (a) Customer's and (unless otherwise elected by SWI) Authorized Users' right to access and use the SWI Platform shall immediately terminate, Customer and (unless otherwise elected by SWI) its Authorized Users shall immediately cease all use of the SWI Platform; and (b) each Party shall return to the other Party or, at the other Party's option, destroy all Confidential Information of the other Party in its possession. If this Agreement is terminated by SWI for convenience (pursuant to Section 6.2), or by Customer due to SWI's uncured material breach (pursuant to Section 6.2), SWI will refund a pro-rata portion of any prepaid Fees covering the remainder of the billing cycle. If this Agreement is terminated by Customer for convenience, or by SWI due to Customer's material breach, Customer is not entitled to any refund.
6.4 Survival. Sections 3, 4, 5 (limited to unpaid Fees), 7, 8, 9 and this Section 6.4, and any other provision that by its nature should survive expiration or termination, shall survive any expiration or termination of this Agreement.
6.5 Termination for Inactivity. SWI may, in its sole discretion, terminate this Agreement and the Customer's account if there has been no activity (including log-ins or active Platform usage) for a period of eighteen (18) consecutive months. SWI will use commercially reasonable efforts to provide notice prior to such termination.
7. WARRANTY AND DISCLAIMER
7.1 SWI represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; (ii) the SWI Platform will materially conform to the specifications set forth in SWI's then-current official documentation for the SWI Platform. In the event that the SWI Platform fails to conform to the foregoing warranty, as Customer's sole and exclusive remedy and SWI's sole and exclusive liability for such failure, SWI will, at its expense, use commercially reasonable efforts to correct the non-conformity. Customer represents and warrants to SWI that Customer (i) has all right and authority necessary to enter into and perform this Agreement; and (ii) has all rights from third parties necessary to allow SWI to perform the activities set forth in this Agreement and (iii) has all rights from third parties necessary to provide SWI with all information about Authorized Users that it provides under an applicable Service Order and as it accesses and uses the SWI Platform.
7.2 SWI does not practice medicine, provide medical advice, make diagnostic, treatment, or other clinical decisions, judgments, or recommendations.
7.3 THE SWI PLATFORM AND INFORMATION OBTAINED THROUGH SWI PLATFORM ARE PROVIDED "AS IS" AND, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1, SWI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO INFORMATION OBTAINED FROM SWI OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1 THE PARTIES AGREE THAT UNDER NO CIRCUMSTANCES SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY, OR ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOST GOODWILL, LOSS OF INVESTMENT, LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, LOST USE OR OTHER LOSSES.
8.2 SWI'S AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES, DAMAGES, OR LOSSES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SWI IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY UNDER THIS AGREEMENT.
8.3 THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 8 ARE COMPLETE AND EXCLUSIVE, SHALL APPLY EVEN IF THE LIABLE PARTY OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIMS, LOSSES, OR DAMAGES, AND SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY OTHER REMEDIES POSSESSED BY THE OTHER PARTY OR THIRD PARTIES.
8.4 Indemnification.
(a) SWI Indemnification. Subject to Section 8.4(b), SWI will defend Customer against any claim, suit or proceeding brought by a third party ("Claims") alleging that Customer's use of the SWI Platform as permitted hereunder infringes or misappropriates such third party's issued patents or trade secrets, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by SWI (including reasonable attorneys' fees) resulting from such Claim.
(b) Exclusions. SWI's obligations under Section 8.4(a) will not apply if the underlying third-party Claim arises from or as a result of: (i) Customer's breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Content; (iii) Customer's failure to use any enhancements, modifications, or updates to the SWI Platform that have been provided by SWI; (iv) modifications to the SWI Platform by anyone other than SWI; (v) combinations of the SWI Platform with software, data or materials not provided by SWI; or (vi) any use of the SWI Platform by Customer on the Free Tier.
(c) IP Remedies. If SWI reasonably believes the SWI Platform (or any component thereof) could infringe or misappropriate any third party's intellectual property rights, SWI may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the SWI Platform, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If SWI determines that neither alternative is commercially practicable, SWI may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. The rights and remedies set forth in this Section 8.4(c) will constitute Customer's sole and exclusive remedy for any infringement or misappropriation of intellectual property rights in connection with the SWI Platform.
(d) Customer Indemnification. Customer will defend SWI against Claims arising from (i) any Customer Content, including, without limitation, (A) any Claim that the Customer Content infringes, misappropriates or otherwise violates any third party's Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of Customer Content violates any applicable law, rule or regulation; (ii) any of Customer's products or services; and (iii) any use of the SWI Platform by Customer or its Authorized Users in a manner that is not in accordance with this Agreement, and in each case, will indemnify and hold harmless SWI against any damages and costs awarded against SWI or agreed in settlement by Customer (including reasonable attorneys' fees) resulting from such Claim.
(e) Indemnification Procedures. The Party seeking defense and indemnity (the "Indemnified Party") will promptly (and in any event no later than thirty (30) days after becoming aware of facts or circumstances that could reasonably give rise to any Claim) notify the other Party (the "Indemnifying Party") of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party's prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party's business, products or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
9. GENERAL
9.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware and the Parties irrevocably consent to the personal jurisdiction and venue therein.
9.2 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that SWI may, without such consent, assign this Agreement to an affiliate or to a successor or acquirer, as the case may be ("Assignee") in connection with a corporate reorganization, merger, acquisition, or the sale of all or substantially all of SWI's assets. In the case of such an assignment, the Parties agree and acknowledge that SWI may transfer to the Assignee any or all Customer Content, subject to the requirements of applicable law and further subject to any additional obligations that may be imposed by this Agreement. Subject to the foregoing, this Agreement will bind and benefit the Parties and their respective successors and assigns. Any attempted assignment in violation of this Section will be null and void.
9.3 Changes to Agreement. SWI reserves the right to make modifications to this Agreement at any time in its sole discretion by posting a revised version on the SWI website or by otherwise notifying Customer in accordance with this Agreement. SWI will use commercially reasonable efforts to provide at least 30 days' advance notice, but in all events the modified terms will become effective upon the date specified in the posting or, if SWI notifies Customer by email, as stated in the email message. By continuing to use the SWI Platform after the effective date of any modifications to this Agreement, Customer hereby agrees to be bound by the modified terms. Customer acknowledges and agrees that it is Customer's responsibility to check the SWI website and its email regularly for modifications to this Agreement, and to keep its email address current.
9.4 Non-Exclusive Remedies. Except as expressly set forth in this Agreement, the exercise by either Party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.
9.5 Equitable Relief. Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching Party may institute an action to enjoin the breaching Party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching Party may be entitled at law or in equity.
9.6 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
9.7 Notices. SWI may provide any notice to Customer under this Agreement by: (a) posting a notice on the SWI website; or (b) sending a message to the email address then associated with Customer's account. Notices SWI provides by posting on the SWI website will be effective upon posting and notices SWI provides by email will be effective when SWI sends the email. Customer acknowledges and agrees that any notices, agreements, disclosures, or other communications that SWI sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. All notices to SWI that are required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) when sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving Party, and on the next business day if sent after normal business hours of the receiving Party. Except as otherwise instructed by SWI, Customer shall send all such notices to SWI to PO Box 261160, Encino, CA 91426 and email to legal@sidekickwellness.com.
9.8 Waiver. The failure by either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
9.9 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Party's prior written consent.
9.10 Entire Agreement. This Agreement, including any Service Orders incorporated herein, constitutes the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party or as set forth in Section 9.3.
9.11 Force Majeure. Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for the payment of money) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, failure of the Internet, denial of service, malware, or other cyber-attacks, war, acts of terror, riot, acts of God or governmental action (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing Party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such Party continues to use commercially reasonable efforts to resume performance.
9.12 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the Parties to this Agreement may enforce it.
9.13 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.