Terms and Conditions

ATONOM MASTER TERMS AND CONDITIONS

Last Updated: September 9, 2026

These Atonom Master Terms and Conditions ("Terms"), the Service Orders, the Atonom Acceptable Use Policy ("AUP"), the Atonom Data Processing Addendum ("DPA"), and all exhibits, addenda, annexes, and materials incorporated by reference make up the entire agreement ("Agreement" or "Terms and Conditions") between Chat Funnels, LLC d/b/a Atonom (formerly known as Signals) ("Atonom," "we," "us," or "our") and the individual or entity subscribing to the Services ("Customer," "you," or "your"). By accepting this Agreement, entering into a Service Order, or accessing or using the Services, you acknowledge that you have access to and agree to comply with the Agreement, including the AUP and DPA, as updated under Section 11.10. You are responsible for your Users' and End Users' compliance with the Agreement, including the AUP.

1. Definitions

"Acceptable Use Policy" or "AUP" means our then-current policy governing use of the Services and communications sent through them. It is available through the Online Order Center or the Services and may be updated under Section 11.10.

"Affiliates" means entities that directly or indirectly control, are controlled by, or are under common control with an entity. "Control" means direct or indirect ownership or control of more than 50% of that entity's voting interest.

"Atonom Technology" means all proprietary technology, intellectual property, and operational assets owned, developed, or used by or for us to provide or make available the Services, including:

• (a) software, applications, algorithms, machine learning and AI models (including foundational, fine-tuned, or custom models), model weights, parameters, prompts, orchestration tools, agent memory/context frameworks, automated workflows, and system architectures;
• (b) hardware, user interfaces, APIs, integrations, code, scripts, methodologies, processes, trade secrets, know-how, designs, and techniques; and
• (c) updates, enhancements, modifications, derivative works, or improvements to any of the above, and your feedback or suggestions about the Services.

"Attribute Data" means data collected from your website via JavaScript in connection with the Services, such as IP addresses, cookie data, device/advertising IDs, applicable company-level form-fill data, page attribute data associated with a Customer ID, Org ID, your domain, landing page URL, and referral URL.

"Behavioral Data" means De-identified Data about general behavioral patterns derived from individual interactions with Cloud Employees.

"Cloud Employee" or "CE" means an AI employee that owns a job, works across multiple communication channels, and operates within a defined business function. A CE is unique when it has a distinct identity, objective, or measure of success, is intended to align with a single employee objective, and is approved by us.

"Content" means text, images, audio, video, data, and other materials made available through or in connection with the Services, excluding Customer Data.

"Customer" (including "you" or "your") means the individual or entity subscribing to the Services under this Agreement, excluding Users. You are responsible for your Users' acts, omissions, and compliance with this Agreement.

"Customer Data" means data, information, contact details, or material that you and your Users provide, submit, or make available to the Services.

"Data Processing Addendum" or "DPA" means our then-current addendum governing personal data processing in connection with the Services. It is available through the Online Order Center or the Services, or otherwise provided to you and executed by the Parties, and may be updated under Section 11.10.

"De-identified Data" means information with direct and indirect personal and entity identifiers removed so that no person or entity, including you, your Users, or End Users, can reasonably be identified from the remaining data. De-identified Data is not Customer Data and may be used to derive Behavioral Data and Attribute Data, which must also be De-identified Data.

"Documentation" means descriptions of the Services provided or made available to you in connection with this Agreement.

"Effective Date" means the earliest of: (1) the date you accept this Agreement by clicking "I Accept"; (2) the date of your initial Service Order; or (3) the date you begin using the Services.

"End User" means an individual or entity that receives, interacts with, or is contacted through a call, message, or other communication sent, initiated, or facilitated by you or your Cloud Employees using the Services.

"Intellectual Property Rights" means worldwide rights in inventions (whether patentable or not), patent applications, patents, designs, software code and other works of authorship, copyrights, trademarks, service marks, trade names, domain names, mask works, know-how, trade secrets, and all other intellectual property rights and similar protections.

"Online Order Center" means our online application through which your designated Subscription Administrator may, among other things, add packages to the Services.

"Party" means Atonom or Customer; "Parties" means both.

"Service Order(s)" means an ordering document for your subscription to the Services, including a Cloud Employee Agreement, Cloud Employee Order, Statement of Work ("SOW"), signed Proposal, or similar document. Service Orders may be submitted online or signed by the Parties and specify, among other things: (1) the number and type of subscriptions and other Services; (2) applicable Fees and charges; and (3) other terms the Parties agree to in writing. Each Service Order is part of this Agreement.

"Services" means all applicable services provided by or for us under this Agreement, including subscriptions and other services identified in Service Orders, features and functionality described in applicable Documentation (as we may update), customer support, and professional services identified in a SOW. Services also include required, usual, appropriate, or acceptable related activities, including: (i) carrying out the Services or the business of which they are part; (ii) using De-identified Data to develop, enhance, maintain, support, and provide the Services, including training our foundational general models; (iii) carrying out related benefits, rights, and obligations; (iv) maintaining related records; and (v) complying with related legal obligations. You may access the applicable Services during the Subscription Term at http://www.atonom.ai or another website or IP address we designate. We may establish or change any part of the Services, including underlying AI models, algorithms, and technologies. We will use commercially reasonable efforts to maintain service quality and consistency, but AI model updates may change Cloud Employee behavior or performance. We will not materially degrade the Services without giving at least 30 days' prior notice.

"Subscription Administrator(s)" means Users you designate, or who reasonably appear to us to have administrative authority based on account permissions or written communications, who are authorized to act for you to:

• (a) purchase, modify, expand, or upgrade subscriptions, packages, usage tiers, or metered consumption limits;
• (b) execute, authorize, or approve Service Orders, Change Orders, SOWs, and in-app or online orders, including additional Cloud Employees, custom integrations, communication channels, features, and professional or premium support services; and
• (c) manage User accounts, access controls, system configurations, and billing details, and otherwise administer your subscription and use of the Services.

"Subscription Start Date" means the earliest of: (i) the last signature date on the applicable Service Order; (ii) the Subscription Start Date stated in that Service Order; (iii) the date specified in the Online Order Center; or (iv) your first use of the Services.

"Subscription Term(s)" means the period(s) specified in the relevant Service Order when a specified number of Users may use the Services, made up of an Initial Term and any Renewal Term.

"User(s)" means your Subscription Administrators, employees, representatives, consultants, contractors, or agents whom you authorize to use the Services and for whose use you have paid all applicable Fees.

2. License Grant

2.1 Licenses. During the Subscription Term: (1) if you have paid all applicable Fees, we will make the Services available to you under this Agreement and the applicable Service Orders; and (2) you license us to process, reproduce, distribute, and/or display Customer Data, Attribute Data, and De-identified Data in connection with the Services. If you subscribe to Cloud Employees, you authorize us to use relevant Customer Data and Attribute Data to train your specific Cloud Employees within your tenant. We must not use Customer Data or Attribute Data to train our foundational models generally outside your tenant or for another customer's Cloud Employee in any manner that identifies individuals or you. Behavioral Data derived from interactions with your Cloud Employees may be used to train and improve those Cloud Employees and, if it meets the definition of De-identified Data, our foundational models generally outside your tenant.

2.2 Communication Recording and Processing. By signing this Agreement, you permit us to record calls made using the Services and sites and to process communication data and User content to provide the Services and AI-powered analytics and to develop, train, and improve AI and machine learning models included in the Services. Subject to Section 2.1, data used to develop, train, or improve models outside your specific tenant must first meet the definition of De-identified Data and be aggregated using commercially reasonable industry-standard technologies. This Section does not limit your legal obligations. You must provide all necessary notices and obtain all necessary consents for us to record and process communications in providing the Services.

3. Customer Responsibilities

3.1 Usage Restrictions. You and your Users, including Subscription Administrators, must comply with the AUP and must not: (1) reverse engineer, decompile, disassemble, or otherwise attempt to discover source code or underlying Atonom Technology; (2) modify, copy, reproduce, display to third parties, translate, or create derivative works of the Services or Atonom Technology; (3) rent, lease, distribute, sell, resell, assign, or otherwise purport to transfer rights to the Services or Atonom Technology; (4) use the Services or Atonom Technology for timesharing, service bureau purposes, or any third party's benefit without an explicit Atonom Partner Agreement; (5) remove proprietary notices from the Services or Atonom Technology; (6) link to the Services or Atonom Technology, or frame or mirror Content on or accessible from them, without our prior written consent; (7) allow more Users than the Service Order authorizes to access or use the Services or Atonom Technology; or (8) use Atonom Technology except as this Agreement expressly permits.

3.2 Resources. You are solely responsible for obtaining and maintaining all hardware, software, communications equipment, facilities, and other equipment needed to access and use the Services; paying all third-party access charges, including Internet and telecommunications charges; and entering your own agreements with third-party services you want us to integrate with.

3.3 Use of the Services. You are solely responsible for your and your Users' actions when accessing or using the Services and for the contents of Customer Data and other information or materials you submit, make available, process, store, or transmit through the Services. You must comply with the Acceptable Use Policy, and all applicable local, state, national, and international laws and regulations, including those governing promotional communications and the collection or use of personal data. You acknowledge that these laws may change. We do not endorse our customers' communications or assume responsibility for their timing, place, manner, or content, or for Customer Data. We may, but need not, implement mechanisms to screen, monitor, modify, or remove Customer Data or other content submitted, posted, stored, or transmitted through the Services that we determine, in our sole discretion, violates this Agreement. We may do so at any time without notice.

3.4 Customer Data Backup. You are responsible for keeping an archive or backup of all Customer Data your Users submit to the Services. We have no liability for its loss.

3.5 SMS Communications and the Services.

3.6 Human Oversight and Intervention. You acknowledge that: (a) AI may produce errors, inaccuracies, or inappropriate responses despite reasonable configuration and safeguards; (b) you are responsible for appropriate human oversight, monitoring, and intervention protocols, and the Services allow you to review Cloud Employee conversations and configure or modify their prompts and instructions; (c) sensitive interactions, including disputes, complaints, complex inquiries, and high-stakes decisions, may require human review or escalation; and (d) you should provide procedures for End Users to reach human agents when needed.

3.7 Prohibited Autonomous Activities. Unless you fully disclose your intended use case to us, obtain our separate express prior written authorization, and implement it in compliance with all applicable professional licensing, regulatory, and legal requirements, a Cloud Employee must not be configured or used to: (a) provide medical diagnoses, treatment recommendations, or clinical healthcare advice; (b) provide legal advice, create attorney-client relationships, or render legal opinions; (c) provide investment advice, execute financial transactions, or make binding financial commitments; (d) enter binding contracts for you without explicit human review and authorization; (e) make credit, employment, employment-screening, housing, or other decisions subject to fair lending, equal credit opportunity, fair housing, or anti-discrimination laws; (f) make or materially influence employee promotion, succession, advancement, or compensation decisions, including performance-based compensation; or (g) perform other regulated professional services requiring human judgment, licensure, or legal authorization. A Service Order that expressly includes recruiting interviews, resume review, or comparison of applicants against your job criteria constitutes our written authorization for those activities only, subject to this Section. You must review candidate assessments and retain responsibility for employment decisions; this authorization does not permit a Cloud Employee to make final hiring decisions.

4. Fees and Payment

4.1 Subscription Fees. Unless a Service Order expressly states otherwise, you must pay all fees and charges described or referenced in this Agreement ("Fees") under the Pricing Addendum annually in advance when you receive the invoice. If a Service Order provides another payment schedule, each payment carries a 3% billing processing fee. You must pay for all purchases by your Users, including subscriptions, for the full Subscription Term ordered, whether used or not. You cannot cancel your payment obligations, and Fees are non-refundable. Fees not paid when due accrue interest from the due date until paid in full at 1.5% per month or the maximum lawful rate, whichever is lower, plus collection costs. On reasonable notice, we may suspend access until your Fees are paid up to date or the Parties agree in writing to alternative payment arrangements. The number of subscriptions cannot decrease during the Subscription Term.

4.2 Adding Services. You or your Subscription Administrator may add subscriptions for more Services by written notice to us or through the Online Order Center. Added subscriptions end with your current Subscription Term and are invoiced at the then-current, generally applicable subscription price, prorated for the remaining days. If you permit access by individuals other than Users ("Unpermitted Individuals"), you will owe any additional Fees resulting from that use at the rates stated in the applicable Service Order or Pricing Addendum.

4.3 Billing and Payment. You must keep your billing and contact information in the Services complete, accurate, and up to date. To sign up and continue, you must provide a valid, current credit card or bank account for automatic payment ("Payment Source(s)"). If you require a purchase order for payment, you must also provide purchase order information approved by us. You expressly authorize us to invoice and collect all outstanding Fees from your Payment Sources when due. You must always keep enough available credit or funds to pay them.

4.4 Billing Errors. You must report billing errors to us in writing within 60 days after the invoice date. If we do not receive notice within that period, you waive any adjustment or credit and agree to pay the invoice.

4.5 Taxes. Fees exclude applicable state, federal, national, withholding, and VAT taxes and customs duties or tariffs ("Taxes"). You must pay all Taxes applicable to the Services, except taxes based on our income, property, or employees. We will invoice Taxes we are legally required to pay or collect for you unless you provide a valid exemption certificate authorized by the appropriate taxing authority.

5. Term and Termination

5.1 Term. This Agreement begins on the Effective Date and continues until all Service Orders expire or are terminated under Section 5.2. Unless a Service Order states otherwise, subscriptions automatically renew for Renewal Terms equal to the most recent term if price and scope are unchanged, unless we receive your written nonrenewal notice under Section 11.2 at least 30 days before the current Subscription Term ends.

5.2 Termination or Suspension for Cause. Any breach of your obligations is material. We may, in our sole discretion, terminate or suspend access to, or restrict your password, account, or use of the Services if you fail to comply with any obligation, covenant, representation, or warranty in this Agreement. For nonpayment, you have 10 days after receiving our written notice to pay overdue amounts before we may terminate this Agreement. Charges continue and the Subscription Term keeps running for subscriptions during any suspension or account restriction for nonpayment. On termination for cause, you must pay all unbilled Fees for the rest of the current Subscription Term, unpaid balances, and applicable charges under Section 4.1. We may charge a reconnection Fee to reinstate a suspended account.

5.3 Effect of Termination. We will keep Customer Data in our platform for 30 days after this Agreement terminates or expires. You may request an export by the end of that period. We will provide it on a time-and-materials basis at our then-current professional services rates. We have no obligation to keep Customer Data beyond that period.

5.4 Survival. Sections 3 (Customer Responsibilities), 4 (Fees and Payment), 5.4 (Survival), 6 (Proprietary Rights), 7 (Confidentiality, Privacy and Publicity), 8.2 (Warranty Disclaimer), 9 (Indemnification), 10 (Limitations of Liability), and 11 (General) continue to apply after this Agreement terminates or expires. You remain responsible for obligations and liabilities that arose before termination, including all applicable Fees.

6. Proprietary Rights

6.1 Intellectual Property Ownership. We and, where applicable, our licensors exclusively own all rights, title, and interest, including Intellectual Property Rights, in the Services, Atonom Technology, and their modifications and derivative works. We exclusively own suggestions, ideas, enhancement requests, feedback, recommendations, and other information from you or third parties relating to the Services or Atonom Technology ("Feedback"). You assign and agree to assign to us all rights, title, and interest, including Intellectual Property Rights, in Feedback and in modifications and derivative works of the Services and Atonom Technology. This Agreement is not a sale and gives you no ownership rights in the Services, Atonom Technology, or our or our licensors' Intellectual Property Rights. The Atonom.ai name, logo, and associated product names are trademarks of Atonom or third parties; no license to use them is granted. Other trademarks, logos, and trade names appearing on the Services belong to their respective owners. We reserve all rights in the Services and Atonom Technology not expressly granted to you.

6.2 Customer Data and Attribute Data. You are solely responsible for the accuracy, quality, legality, reliability, intellectual property ownership, and right to use Customer Data and Attribute Data. You must take all necessary steps to secure the right to provide or make them available to us and grant all rights necessary and appropriate for their access and use under this Agreement. Subject to Section 2.1, you grant: (1) us a worldwide license to use, perform, and display Customer Data for the purposes of this Agreement; and (2) us and our licensors a worldwide, irrevocable license to process, use, perform, and display Attribute Data to provide and improve the Services and improve and enrich models, databases, and customer results, including by correlating and aggregating descriptive Behavioral Data with Attribute Data. We will use Customer Data and Attribute Data under our privacy policy, as updated, currently at https://atonom.ai/privacy-policy.

6.3 Results Derived from Attribute Data. An identification of a particular visitor to your website from Attribute Data is a "Result." Results are part of a proprietary database and may be used only for your internal business purposes. You may not resell or redistribute Results, or store them for more than 24 hours.

6.4 AI-Generated Content. We or our licensors retain ownership of the AI models and algorithms underlying AI-generated content offered through the Services ("AI-Generated Content"). You have a license to use AI-Generated Content for your internal business purposes and communications with your customers and prospects, subject to this Agreement. We do not claim ownership of your input ideas or information or prompts you write and use to create AI-Generated Content.

7. Confidentiality, Privacy and Publicity

7.1 Confidentiality. "Confidential Information" means information about our actual or anticipated business, research, or development, and our proprietary information, trade secrets, and know-how disclosed to you directly or indirectly, in writing, orally, or through inspection or observation of physical items. It includes research, product and development plans, products, services, customer lists, inventions, processes, formulas, technology, designs, drawings, marketing, finances, other business information, and third-party information we must keep confidential. As between you and us, Confidential Information belongs solely to us. It excludes information that: (1) was publicly known and generally available before disclosure; (2) later became publicly known and generally available without wrongful action or inaction by you or others bound by confidentiality obligations; or (3) your files and records show was already in your possession without confidentiality restrictions. You must not disclose Confidential Information to third parties or use it except to use and receive the Services under this Agreement. You must take all reasonable precautions against unauthorized disclosure.

7.2 Security

7.3 Publicity. During the first 90 days of the Subscription Term (sometimes called an "Opt-Out Period"), we must obtain your prior written consent to use your name, logo, or trademarks in marketing or promotional materials, including customer lists. After that period, we may use your name and logo in customer lists and refer to you as a user in advertising and marketing, with written notice before the first use. Each Party must obtain the other's permission for any other marketing or promotional use of its name, logos, or trademarks. Press releases and other public comments about this Agreement (including disputes) or your subscription or use must be jointly prepared and issued only with both Parties' written agreement.

8. Warranties and Disclaimers

8.1 Mutual Warranties. In addition to other representations and warranties in this Agreement, each Party represents and warrants that it has the legal right, power, and authority to enter into and carry out this Agreement and that entering into it does not violate any agreement with a third party.

8.2 Warranty Disclaimer. WE AND OUR LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES OR CONTENT. WE AND OUR LICENSORS DO NOT WARRANT THAT: (1) USE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR COMPATIBLE WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA; (2) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (3) STORED CUSTOMER DATA OR OTHER INFORMATION WILL BE SECURE, COMPLETE, TIMELY, ACCURATE, OR RELIABLE; (4) ERRORS OR DEFECTS WILL BE CORRECTED; OR (5) THE SERVICES, CONTENT, EQUIPMENT, OR FACILITIES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES ARE PROVIDED STRICTLY "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ADVICE, INFORMATION, OR ACTION FROM US OR ANY OTHER SOURCE CREATES A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8.3 Communications Delays and Outages. THE SERVICES MAY EXPERIENCE LIMITATIONS, OUTAGES, DELAYS, AND OTHER PROBLEMS INHERENT IN INTERNET, TELEPHONY, AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR RESULTING DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE.

9. Indemnification

We will indemnify, defend, and hold you harmless against third-party claims that the software underlying the Services, used according to the Documentation and this Agreement, infringes the third party's intellectual property rights. Our total obligations under this indemnity are subject to Section 10.1, including its three-month Fees cap. You, including your parent organizations, subsidiaries, and other affiliates, will indemnify and hold harmless and, at our request, defend us, our parent organizations, subsidiaries, other corporate affiliates, licensors, and their respective officers, directors, employees, attorneys, and agents against all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising from or related to: (1) your use of the Services; (2) claims that transmitting, processing, storing, or otherwise using Customer Data or Attribute Data, or creating De-identified Data from them, infringes third-party rights or causes third-party harm; or (3) claims alleging or based on facts that, if true, would establish your violation of law or your covenants, representations, or warranties in this Agreement. If we request a defense, we will give you sole control of defense and settlement, provided you may not settle a claim unless you unconditionally release us from all liability and the settlement does not affect our business, the Services, or our other products or services. We will provide reasonable information and assistance with defense and settlement.

10. Limitations of Liability

10.1 Limitation of Liability. OUR TOTAL LIABILITY OF ALL KINDS ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF FORUM OR WHETHER A CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, WILL NOT EXCEED THE SUBSCRIPTION FEES, INCLUDING CE FEES, COMMITTED USAGE CHARGES, AND ADDITIONAL USAGE CHARGES (INCLUDING TRUE-UP PAYMENTS), ATTRIBUTABLE TO THE THREE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CAUSE OF ACTION, REGARDLESS OF PAYMENT TIMING.

10.2 Consequential and Other Indirect Damages. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS, BUSINESS, USE, CUSTOMER DATA, OR OTHER INTANGIBLE PROPERTY, EVEN IF ADVISED OF THE POSSIBILITY.

11. General

11.1 Order of Precedence. If Agreement documents conflict, they control in this order: (1) the applicable Service Order; (2) the body of these Terms; (3) the DPA (which controls personal data processing); and (4) the AUP.

11.2 Notices. Unless a Service Order expressly provides otherwise or law requires otherwise, written notices must follow this Section.

If to Atonom:
Attn: Legal
1200 Town Centre Blvd., Suite 202
Provo, UT 84601
Legal notice email: legal@atonom.ai

If to Customer: To the billing contact identified in the Services.

11.3 Entire Agreement. This Agreement, including Service Orders and applicable exhibits, replaces all oral or written agreements on the same subject made before or at the same time as this Agreement, and any terms in your purchase orders or other communications.

11.4 Assignment. This Agreement binds and benefits the Parties and their successors and permitted assigns. You may not assign or transfer it, voluntarily or by operation of law, without our prior written consent; any unauthorized assignment is void. We may assign it to a parent, subsidiary, affiliate, or successor to our business by merger, asset sale, or otherwise.

11.5 Relationship of the Parties. The Parties are independent contractors. This Agreement creates no employment agency, joint venture, or partnership relationship.

11.6 Injunctive Relief. Actual or threatened breach of Section 3 (Customer Responsibilities), 6 (Proprietary Rights), or 7 (Confidentiality, Privacy and Publicity) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by damages alone. We are entitled to seek preliminary and permanent injunctions and other equitable relief for such a breach.

11.7 Governing Law and Venue. Utah law governs this Agreement and related disputes, including validity, interpretation, and effect, without regard to conflict-of-laws principles. Disputes must be brought exclusively in Utah state or federal courts. Each Party irrevocably consents and submits to their exclusive jurisdiction and waives trial by jury in any court in connection with any action or litigation. Except for claims to collect unpaid Fees and related interest and collection costs, any cause of action arising from or related to this Agreement must be brought within one year after it arises or be permanently barred.

11.8 No Third-Party Beneficiaries. This Agreement benefits only you and us. No third party is a beneficiary.

11.9 Compliance with Laws

11.10 Modification to Terms. We may update these Terms and other documents incorporated into this Agreement at any time by posting the revised version on our website. Except where applicable law or the DPA requires advance notice or consent, changes take effect immediately upon posting and apply prospectively, including during an existing Subscription Term. At the time of posting, we will send you an email under Section 11.2 summarizing the changes and linking to the revised version. Your continued use of the Services after receiving notice constitutes acceptance of the changes.

Updates under this Section do not change pricing or other terms expressly agreed in a Service Order or separately negotiated written amendment unless both Parties agree in writing. Updates to the DPA remain subject to applicable law, its incorporated Standard Contractual Clauses, and its subprocessor notice and objection requirements.

We will also give you at least 30 days' advance notice under Section 11.2 of any material degradation of the Services. Other changes to the Documentation or Services that do not amend the Agreement may be notified by posting in the Services.

11.11 Force Majeure. Neither Party is in default, except for payment obligations, to the extent its failure to perform results solely from conditions beyond its reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third-party Internet interruptions or slowdowns, vandalism, hacker attacks, terrorism, or governmental demands or requirements that delay, prevent, or prohibit us from providing the Services.

11.12 No Waiver and Severability. If either Party does not exercise or enforce a right or provision, or waives a default or breach, that does not waive any other default or breach by either Party. If a provision is invalid or unenforceable, a court will modify and interpret it to best achieve its original objectives to the fullest extent permitted by law. The remaining provisions remain enforceable.

11.13 Non-Solicitation. During the Term and for 12 months afterward, you must not knowingly solicit for employment an Atonom employee who materially performed services for you under this Agreement, except through general public advertisements not targeted at Atonom personnel. You may hire persons who independently respond to those advertisements.