Terms and Conditions

For purposes of these Terms:

“Authorized User” means an employee, contractor, consultant, administrator, technician, operator, integrator, or other individual authorized by Customer to access or use PULSE on Customer’s behalf.

“Automated Action” means any customer-configured, customer-authorized, or system-executed action performed by or through PULSE, including without limitation restarting devices, power cycling equipment, resetting switch ports, refreshing services, sending commands to integrated systems, creating or updating tickets, generating alerts, executing diagnostic workflows, initiating remediation playbooks, or recommending service dispatch.

“Customer Data” means data, content, credentials, configurations, telemetry, logs, endpoint information, asset records, event data, diagnostic results, service records, ticketing data, user information, site information, and other information submitted to, collected by, transmitted through, or processed by PULSE on behalf of Customer.

“Customer Systems” means Customer’s physical security systems, access control systems, video management systems, cameras, readers, panels, controllers, switches, servers, networks, cloud services, ticketing systems, field service systems, databases, APIs, devices, infrastructure, and other third-party or customer-owned environments connected to or monitored by PULSE.

“Documentation” means Company’s then-current user guides, technical documentation, configuration instructions, support materials, and written usage policies for PULSE.

“Endpoint” means any monitored or managed device, system, service, component, integration, site, asset, or data source connected to or represented within PULSE, including cameras, readers, controllers, access control panels, switches, servers, gateways, services, sensors, or related infrastructure.

“Order Form” means an ordering document, subscription agreement, statement of work, proposal, purchase order accepted by Company, online checkout, or other written agreement specifying the Services, fees, usage limits, term, support level, implementation scope, or other commercial terms.

“Services” means PULSE and all related software-as-a-service offerings, APIs, agents, dashboards, monitoring tools, diagnostic tools, AI-assisted features, automation features, support, implementation, integration, and professional services provided by Company.

“Usage Data” means aggregated, anonymized, statistical, diagnostic, operational, performance, and usage information related to the operation, security, improvement, and performance of the Services, provided that Usage Data does not identify Customer or disclose Customer’s Confidential Information in a customer-identifiable form.

PULSE is an enterprise service assurance platform designed to help organizations monitor, diagnose, manage, and improve the operational health of complex physical security and critical infrastructure environments.

PULSE may provide features including:

• endpoint monitoring and system health visibility;
• operational dashboards and lifecycle intelligence;
• AI-assisted diagnostics and recommendations;
• automated alerting and escalation workflows;
• ticketing and service workflow integrations;
• predictive maintenance insights;
• autonomous or semi-autonomous remediation workflows;
• endpoint reset, restart, power-cycle, port-reset, or similar remediation capabilities where configured and authorized;
• reporting, audit trails, and performance analytics;
• integration with third-party systems, devices, APIs, and vendor platforms.

The specific Services, features, environments, endpoints, usage limits, support levels, and implementation responsibilities will be identified in the applicable Order Form or Documentation.

Company may improve, modify, enhance, replace, or discontinue features of PULSE from time to time, provided that we will not materially reduce the core functionality of paid Services during an active subscription term without providing a commercially reasonable alternative.

PULSE is intended for business, enterprise, government, institutional, integrator, and critical infrastructure use. It is not intended for personal, household, or consumer use.

Customer is responsible for ensuring that all Authorized Users comply with these Terms and that all use of PULSE is for lawful business purposes.

Customer must provide accurate account, billing, technical, and administrative information and keep that information current.

Customer is responsible for:

• designating authorized administrators;
• managing Authorized User access;
• maintaining the confidentiality of login credentials;
• configuring role-based access controls;
• promptly disabling access for users who no longer require access;
• all activity occurring under Customer’s account, except to the extent caused by Company’s breach of these Terms.

Customer must promptly notify Company of any suspected unauthorized access, credential compromise, security incident, or misuse involving PULSE.

Company may suspend access to the Services if we reasonably believe that Customer’s account, credentials, configuration, or use of the Services creates a security risk, violates law, violates these Terms, threatens the integrity of the Services, or may cause harm to Company, Customer, other customers, or third parties.

Subject to Customer’s compliance with these Terms and payment of all applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use PULSE solely for Customer’s internal business operations and only in accordance with the applicable Order Form, Documentation, and these Terms.

Customer may not, and may not permit any third party to:

• copy, modify, reverse engineer, decompile, disassemble, or attempt to derive source code from PULSE;
• rent, lease, sell, sublicense, distribute, or provide access to PULSE as a standalone service to third parties, except as expressly authorized in an Order Form;
• use PULSE to build, train, or improve a competing product or service;
• benchmark or publicly disclose performance results without Company’s prior written consent;
• interfere with, disrupt, or compromise the security or integrity of the Services;
• bypass usage limits, access controls, authentication, or billing mechanisms;
• upload malicious code or conduct unauthorized penetration testing;
• use PULSE in violation of applicable law, third-party rights, or contractual obligations;
• use PULSE in a manner that could damage, disable, overburden, or impair Company systems or Customer Systems;
• use PULSE for any prohibited or high-risk use except as expressly agreed in writing.

PULSE may connect to Customer Systems through agents, gateways, APIs, service accounts, network connections, vendor integrations, SNMP, ONVIF, SDKs, cloud connectors, device credentials, ticketing integrations, or other technical methods.

Customer is responsible for:

• obtaining all rights, permissions, licenses, consents, and approvals necessary for Company and PULSE to access, monitor, process, interact with, and transmit data from Customer Systems;
• ensuring that connection methods, credentials, network paths, firewall rules, APIs, and service accounts are properly authorized and configured;
• maintaining Customer Systems, third-party software, vendor licenses, firmware, network availability, and internet connectivity;
• validating that PULSE configurations are appropriate for Customer’s operational, security, compliance, and safety requirements;
• ensuring that integrations with third-party systems do not violate third-party terms or applicable law.

Company is not responsible for failures, delays, inaccuracies, data loss, downtime, configuration errors, integration limitations, API changes, vendor outages, licensing restrictions, security vulnerabilities, or performance issues caused by Customer Systems, third-party systems, third-party vendors, network conditions, unsupported configurations, or Customer’s acts or omissions.

PULSE may support Automated Actions that are designed to reduce downtime, accelerate diagnosis, improve service response, and remediate common operational issues without requiring immediate human intervention.

Examples of Automated Actions may include:

• restarting or power cycling a camera, reader, controller, switch port, server process, service, or other endpoint;
• refreshing an integration, connection, token, or service state;
• executing a diagnostic playbook;
• generating, updating, routing, or closing a service ticket;
• escalating alerts to designated personnel;
• recommending or initiating a service workflow;
• applying a known approved configuration or remediation step;
• triggering a customer-defined workflow through an integrated platform.

Customer acknowledges and agrees that Automated Actions are enabled, configured, authorized, limited, approved, and controlled by Customer or its Authorized Users. By enabling an Automated Action, Customer authorizes PULSE and Company to execute that action within the configured scope.

Customer is solely responsible for determining:

• which Automated Actions are appropriate for Customer Systems;
• whether an Automated Action may affect security, availability, operations, access control, video coverage, compliance, or safety;
• which endpoints, sites, systems, users, and conditions may be subject to Automated Actions;
• whether human approval is required before execution;
• whether a workflow should operate in recommendation-only, approval-required, or autonomous mode;
• whether an automation should be disabled, modified, or limited.

Customer must not enable Automated Actions for any system, endpoint, workflow, environment, or condition where execution could create an unacceptable operational, security, regulatory, contractual, safety, or life-safety risk unless Customer has fully tested, approved, documented, and authorized such use.

PULSE may log Automated Actions and related diagnostic events. Customer is responsible for reviewing logs, validating outcomes, maintaining operational procedures, and ensuring that personnel understand how Automated Actions are configured and used.

Company does not guarantee that any Automated Action will prevent downtime, avoid a truck roll, resolve a fault, prevent a security incident, preserve evidence, maintain compliance, or eliminate the need for human review, field service, or operational intervention.

PULSE is intended to support operational visibility, service assurance, predictive maintenance, diagnostics, and remediation workflows. PULSE is not a substitute for Customer’s own security program, physical security operations, emergency response procedures, safety systems, compliance program, incident response plan, field service program, or certified monitoring obligations.

Unless expressly agreed in a written agreement signed by Company, PULSE is not designed or certified to serve as:

• a life-safety system;
• a fire alarm, intrusion alarm, emergency response, or emergency communication system;
• a UL-listed central station monitoring service;
• a substitute for guards, dispatchers, SOC operators, airport operations personnel, law enforcement, emergency responders, or field technicians;
• a system of record for regulatory compliance;
• a substitute for required inspections, testing, maintenance, certifications, or code compliance;
• a fail-safe control system for environments where failure could result in death, personal injury, property damage, unlawful access, public safety impact, or environmental harm.

Customer remains solely responsible for all decisions involving physical access, emergency response, public safety, regulatory compliance, security operations, maintenance obligations, system design, and operational continuity.

Customer must use appropriate human oversight, testing, redundancy, procedures, and escalation paths when deploying PULSE in security-sensitive, public-sector, transportation, aviation, utility, healthcare, correctional, education, or critical infrastructure environments.

PULSE may include artificial intelligence, machine learning, rules-based analysis, predictive models, automated diagnostics, anomaly detection, recommendation engines, natural-language explanations, or other AI-assisted features.

AI-assisted outputs may include alerts, summaries, root-cause suggestions, remediation recommendations, risk signals, lifecycle predictions, ticket summaries, action suggestions, and operational insights.

Customer acknowledges that AI-assisted outputs may be incomplete, inaccurate, delayed, or not suitable for a particular operational decision. Customer is responsible for reviewing, validating, and approving AI-assisted outputs before relying on them for critical, security-sensitive, safety-sensitive, regulated, or high-impact decisions.

Company does not represent that AI-assisted outputs will identify all issues, predict all failures, diagnose all causes, recommend the correct action in every circumstance, or eliminate the need for qualified human review.

Customer must not use AI-assisted outputs as the sole basis for decisions involving life safety, emergency response, access authorization, employment, legal rights, regulatory determinations, or other high-impact decisions unless expressly authorized in writing and subject to appropriate human oversight.

As between Customer and Company, Customer owns Customer Data. Customer grants Company a limited right to access, process, transmit, store, display, analyze, and use Customer Data as necessary to provide, secure, support, maintain, improve, and operate the Services; perform obligations under these Terms; prevent or address service, security, or technical issues; and comply with law.

Customer represents and warrants that it has all rights, permissions, consents, licenses, and authorizations necessary to provide Customer Data to Company and to permit Company to process Customer Data in connection with the Services.

Customer is responsible for the accuracy, quality, legality, reliability, and appropriateness of Customer Data.

Company may use Usage Data to operate, secure, analyze, improve, and develop the Services, including improving diagnostics, reliability, automation performance, predictive models, user experience, and service quality, provided that such Usage Data does not identify Customer or disclose Customer’s Confidential Information in a customer-identifiable form.

Company will not sell Customer Data. Company will not disclose Customer Data except as described in these Terms, the Privacy Policy, an applicable Order Form, a data processing addendum, or as required by law.

Customer must not submit, upload, connect, transmit, or expose to PULSE any classified information, export-controlled technical data, protected health information, payment card data, criminal justice information, biometric templates, Sensitive Security Information, Controlled Unclassified Information, or other regulated data unless expressly authorized in the applicable Order Form and subject to any required additional security, compliance, or data processing terms.

Customer is responsible for determining whether Customer Data is subject to any regulatory, contractual, public-sector, airport, transportation, security, privacy, data localization, retention, or confidentiality requirements.

If Customer requires special handling for regulated data, Customer must notify Company in writing before submitting such data to PULSE.

Company is not responsible for Customer’s failure to identify regulated data, configure appropriate controls, obtain required approvals, or comply with Customer-specific regulatory obligations unless expressly agreed in writing.

Company’s processing of personal information is described in the PULSE Privacy Policy, available at https://pulse.birdinova.com/privacy.

If the parties enter into a separate data processing addendum, business associate agreement, government data terms, or similar privacy or security addendum, that agreement will govern the subject matter it covers.

Company will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect the security, confidentiality, availability, and integrity of the Services and Customer Data.

Customer acknowledges that no system, network, platform, integration, automation, or transmission method is completely secure, error-free, or uninterrupted.

Customer is responsible for maintaining appropriate security controls for Customer Systems, including identity management, least-privilege access, endpoint security, network segmentation, credential rotation, firewall rules, vendor access controls, backup procedures, incident response procedures, and monitoring of Customer’s own environment.

Customer must promptly notify Company of any suspected unauthorized access, compromise, vulnerability, or security incident involving PULSE, Customer Systems connected to PULSE, or credentials used by PULSE.

Company may take reasonable actions to protect the Services, including suspending access, disabling integrations, limiting Automated Actions, rotating credentials, or requiring configuration changes if Company reasonably believes that continued operation creates a security risk.

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes Customer Data, non-public system configurations, security information, business plans, pricing, product roadmaps, technical information, documentation, credentials, and the terms of any non-public Order Form.

The receiving party will use Confidential Information only to perform obligations or exercise rights under these Terms. The receiving party will protect Confidential Information using at least reasonable care and will not disclose it to third parties except to employees, contractors, advisors, service providers, or representatives who need to know the information and are bound by confidentiality obligations.

Confidential Information does not include information that is publicly available without breach, already known without restriction, independently developed without use of Confidential Information, or lawfully received from a third party without confidentiality obligations.

The receiving party may disclose Confidential Information if required by law, subpoena, court order, or government request, provided that, where legally permitted, it gives reasonable notice and cooperates with efforts to limit disclosure.

Customer will pay all fees set forth in the applicable Order Form. Unless otherwise stated in an Order Form, fees are due within 30 days of invoice date and are non-refundable.

Customer is responsible for all applicable taxes, duties, levies, and governmental assessments, excluding taxes based on Company’s net income.

If Customer fails to pay undisputed amounts when due, Company may charge late fees at the lesser of 1.5% per month or the maximum rate permitted by law, suspend access to the Services, limit functionality, or terminate the applicable Order Form after providing written notice and a reasonable opportunity to cure.

Customer may not withhold, offset, or reduce payment obligations except as expressly permitted in a written agreement signed by Company.

Usage-based fees, endpoint-based fees, site-based fees, professional services fees, integration fees, overage fees, support fees, or other charges will be calculated as stated in the applicable Order Form.

The subscription term will be stated in the applicable Order Form. Unless otherwise stated in the Order Form, subscriptions will automatically renew for successive terms equal to the initial term unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate an Order Form if the other party materially breaches these Terms or the applicable Order Form and fails to cure the breach within 30 days after receiving written notice.

Company may suspend or terminate access immediately if Customer’s use of the Services:

• creates a security, legal, operational, or reputational risk;
• violates applicable law;
• infringes third-party rights;
• threatens the integrity of the Services;
• involves unauthorized access, misuse, or malicious activity;
• remains unpaid after notice and opportunity to cure.

Upon expiration or termination, Customer’s right to access the Services will cease. Customer remains responsible for all fees incurred before termination.

Company may retain Customer Data for a limited period following termination for backup, legal, security, audit, billing, or compliance purposes, unless otherwise stated in the applicable Order Form or data processing addendum.

During the active subscription term, Customer may export Customer Data using available export tools or by requesting reasonable assistance from Company, subject to applicable fees and technical limitations.

Following termination or expiration, Company may make Customer Data available for export for 30 days upon written request, unless prohibited by law, security requirements, or the applicable Order Form.

After the export period, Company may delete or de-identify Customer Data in accordance with its standard retention practices, unless retention is required by law, dispute, audit, backup, security, or contractual obligations.

Company will provide support according to the applicable Order Form, support policy, SLA, or statement of work.

Unless expressly stated in a written SLA, Company does not guarantee specific response times, resolution times, uptime percentages, remediation outcomes, truck roll avoidance, or service credits.

Professional services, including implementation, integrations, configuration, custom workflows, onboarding, consulting, training, migration, and development services, will be governed by the applicable statement of work or Order Form.

Customer is responsible for timely cooperation, access, approvals, information, personnel availability, testing, and decisions required for Company to perform support or professional services.

Delays caused by Customer, Customer Systems, third-party vendors, site access limitations, security requirements, incomplete information, unavailable personnel, or change requests may affect delivery timelines and may result in additional fees.

PULSE may integrate with or rely on third-party systems, platforms, APIs, cloud providers, device manufacturers, security products, ticketing systems, analytics providers, communications providers, or other third-party services.

Company does not control third-party services and is not responsible for their performance, availability, security, accuracy, API changes, outages, pricing, licensing, support, data handling, or continued availability.

Customer’s use of third-party services may be subject to separate terms between Customer and the third-party provider.

Company may modify or discontinue third-party integrations if a third-party service becomes unavailable, insecure, unsupported, commercially unreasonable, legally restricted, or materially changed.

Company and its licensors own all rights, title, and interest in and to the Services, PULSE platform, software, APIs, agents, dashboards, workflows, automation logic, analytics, models, designs, Documentation, technology, inventions, know-how, improvements, trademarks, service marks, and related intellectual property.

Except for the limited access rights expressly granted in these Terms, no rights are transferred to Customer.

Customer owns Customer Data and Customer’s pre-existing materials.

If Customer provides feedback, suggestions, ideas, enhancement requests, recommendations, or other input regarding the Services, Customer grants Company a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, commercialize, and exploit that feedback without restriction or compensation.

Company may include Customer’s name and logo in customer lists, marketing materials, or case studies only with Customer’s prior written consent, unless otherwise expressly permitted in an Order Form.

Company may make beta, preview, pilot, experimental, evaluation, or early-access features available from time to time.

Beta features are provided for evaluation and testing purposes and may be modified, suspended, discontinued, or never made generally available.

Beta features are provided “as is,” without warranties, service commitments, support obligations, uptime commitments, or liability obligations to the fullest extent permitted by law.

Customer should not use beta features in production, critical infrastructure, security-sensitive, life-safety, or regulated environments unless expressly authorized in writing and subject to appropriate testing and oversight.

Each party will comply with applicable laws and regulations in connection with its performance under these Terms.

Customer is responsible for ensuring that its use of PULSE complies with all laws, regulations, policies, licenses, permits, contracts, industry standards, public-sector requirements, procurement requirements, privacy obligations, security requirements, and operational requirements applicable to Customer and Customer Systems.

Customer represents that neither Customer nor its Authorized Users are located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that Customer is not listed on any restricted party list.

Customer may not use PULSE in violation of U.S. export control laws, sanctions laws, anti-corruption laws, anti-bribery laws, or applicable procurement integrity rules.

If Customer is a government, public-sector, transportation, airport, utility, education, or critical infrastructure entity, or if PULSE is used in support of such an entity, Customer is responsible for identifying all applicable procurement, security, data handling, access control, audit, retention, public records, confidentiality, and compliance requirements before using the Services.

Unless expressly agreed in writing, the Services are provided as commercial products and commercial services with only those rights expressly granted in these Terms and the applicable Order Form.

Any government-specific, federal, state, local, airport, transportation, or agency-specific terms must be expressly incorporated into a written agreement signed by Company.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE ORDER FORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, ERROR-FREE OPERATION, UNINTERRUPTED OPERATION, SECURITY, RELIABILITY, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.

COMPANY DOES NOT WARRANT THAT PULSE WILL DETECT ALL FAILURES, PREVENT ALL OUTAGES, IDENTIFY ALL SECURITY ISSUES, DIAGNOSE ALL ROOT CAUSES, RESOLVE ALL INCIDENTS, AVOID ALL TRUCK ROLLS, PREVENT UNAUTHORIZED ACCESS, MAINTAIN COMPLIANCE, OR OPERATE WITHOUT INTERRUPTION OR ERROR.

CUSTOMER ACKNOWLEDGES THAT COMPLEX PHYSICAL SECURITY AND CRITICAL INFRASTRUCTURE ENVIRONMENTS DEPEND ON MANY FACTORS OUTSIDE COMPANY’S CONTROL, INCLUDING CUSTOMER SYSTEMS, THIRD-PARTY PRODUCTS, NETWORKS, POWER, CONNECTIVITY, CONFIGURATION, MAINTENANCE, HUMAN OPERATIONS, VENDOR SUPPORT, AND ENVIRONMENTAL CONDITIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, LOSS OF USE, OR SYSTEM DOWNTIME, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM, OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE.

The limitations in this Section do not limit liability that cannot be limited under applicable law.

Company will defend Customer against third-party claims alleging that Customer’s authorized use of PULSE infringes a third party’s U.S. patent, copyright, or trademark, and Company will pay damages finally awarded or amounts agreed in settlement, provided that Customer promptly notifies Company, gives Company sole control of the defense and settlement, and reasonably cooperates.

Company has no obligation for claims arising from:

• Customer Data;
• Customer Systems;
• Customer’s configurations, workflows, or Automated Actions;
• use of the Services in violation of these Terms or Documentation;
• modifications not made by Company;
• combination with products, services, or systems not provided by Company;
• third-party services;
• continued use after Company provides a non-infringing alternative.

If the Services become or are likely to become subject to an infringement claim, Company may, at its option, procure the right for Customer to continue using the Services, modify the Services to make them non-infringing, replace the Services with substantially similar functionality, or terminate the affected Services and provide a prorated refund of prepaid unused fees.

Customer will defend Company against third-party claims arising from Customer Data, Customer Systems, Customer’s use of the Services in violation of these Terms, Customer’s Automated Actions, Customer’s failure to obtain required rights or permissions, or Customer’s violation of law, and Customer will pay damages finally awarded or amounts agreed in settlement, provided that Company promptly notifies Customer, gives Customer control of the defense and settlement, and reasonably cooperates.

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, utility failures, power failures, internet failures, cloud provider outages, third-party service outages, cyberattacks, supply chain disruptions, epidemics, pandemics, or other events beyond reasonable control.

Payment obligations are not excused by force majeure.

Company may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms, notifying Customer through the Services, or using another commercially reasonable method.

Updated Terms will become effective on the date stated in the updated version. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

For active paid subscriptions, material changes that adversely affect Customer’s rights will not apply until the next renewal term unless required by law or necessary for security, compliance, or continued operation of the Services.

Notices to Company must be sent to:

BirdiNova, Inc.

601 Mission Street, Pasadena, CA 91030

Email: contact@birdinova.com

Attention: Legal Company may provide notices to Customer through the Services, by email to the account administrator or billing contact, or by other commercially reasonable means.

Customer may not assign or transfer these Terms or any Order Form without Company’s prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the successor is not a competitor of Company and agrees in writing to be bound by these Terms.

Company may assign these Terms or any Order Form to an affiliate or successor in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer of the Services.

Any assignment in violation of this Section is void.

These Terms and any dispute arising out of or relating to these Terms, any Order Form, or the Services will be governed by the laws of the State of Delaware, without regard to conflict of law principles.

The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms, any Order Form, or the Services.

Each party waives any objection to jurisdiction, venue, or inconvenient forum.

Before filing a lawsuit, the parties will attempt in good faith to resolve disputes through executive escalation. Either party may initiate escalation by written notice describing the dispute. Each party will designate an executive representative with authority to resolve the matter.

The parties will attempt to resolve the dispute within 30 days after escalation notice.

Nothing in this Section prevents either party from seeking injunctive or equitable relief to protect intellectual property, Confidential Information, security, or access to the Services.

These Terms, together with any applicable Order Form, Documentation, data processing addendum, SLA, and statement of work, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, and communications regarding the Services.

If there is a conflict between these Terms and an Order Form, the Order Form controls only for that Order Form.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Failure to enforce any provision is not a waiver.

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

There are no third-party beneficiaries to these Terms unless expressly stated.

Headings are for convenience only and do not affect interpretation.

Questions about these Terms may be sent to:

contact@birdinova.com