Terms and Conditions

Legible Terms of Service

Last Updated: July 2nd, 2026

Welcome to Legible. Upvote, Inc., a Delaware corporation, doing business as Legible (“Legible,” “Provider,” “we,” “us,” or similar) operates a proprietary technology platform that aggregates and normalizes publicly available data from websites and other data sources, enables users to input policy-relevant interests and preferences, and generates tracking, monitoring, and reporting outputs for government affairs, policy, and institutional use cases (collectively, the “Services”).

These Terms of Service (the “Agreement”) are by and between Legible and the organization, business, or entity accessing or using the Services (“Customer” or “you”). Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, and for whom access to the Services has been purchased (each, an “Authorized User”), represent and warrant that they are authorized to access the Services on Customer’s behalf and acknowledge they are subject to this Agreement.

This Agreement will be effective and binding upon Customer upon the earliest of: (i) Customer’s execution or acceptance of a purchase order, order form, or similar ordering document executed by Customer that references the Services details (an “Order Form”), either electronically or in writing; or (ii) Customer’s or any Authorized User’s access to or use of the Services.

IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CUSTOMER SHALL NOT ACCESS OR USE THE SERVICES.

1. Services

The Services to which Customer is receiving access pursuant to this Agreement will be identified in the applicable Order Form. Each Order Form will specify: (a) the Services tier or product offering being licensed; (b) the subscription term and any renewal provisions; (c) the applicable Fees and payment terms; and (d) the number of Authorized Users (if applicable). Each Order Form, together with this Agreement, forms the agreement between the Parties with respect to the Services described therein. In the event of any conflict between the terms of an Order Form and the terms of this Agreement, the Order Form will control with respect to the matters described or addressed therein. If Customer and Legible are parties to a separate written agreement governing the Services, such separate agreement shall control to the extent of any conflict with this Agreement.

2. Fees and Payment

Customer shall pay Legible the fees (“Fees”) as set forth in, and according to the payment terms in, the applicable Order Form without offset or deduction. Customer shall make all payments hereunder in US dollars. If Customer fails to make any payment when due, without limiting Legible’s other rights and remedies: (a) Legible may charge interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse Legible for all reasonable costs incurred by Legible in collecting any late payments, including attorneys’ fees and collection agency fees; and (c) if such failure continues for thirty (30) days or more, Legible may suspend Customer’s and its Authorized Users’ access to the Services until such amounts are paid in full. All Fees are exclusive of taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges imposed by any governmental authority on any amounts payable by Customer hereunder, other than any taxes imposed on Legible’s income. Legible may adjust the Fees for any Renewal Term by providing notice at least sixty (60) days prior to the commencement of such Renewal Term.

3. Subscription Term; Termination

3.1. Term Length; Renewal

The Services shall be made available to Customer for use starting on the Subscription Start Date detailed in the Order Form and continue for the Subscription Term Length specified in the Order Form (each initial period of term length, the “Initial Term”). Unless terminated earlier pursuant to the terms herein, following the Initial Term, this Agreement will automatically renew for successive renewal terms equal to the length of the Initial Term (each, a “Renewal Term”), unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. The Initial Term and any Renewal Terms are collectively referred to as the “Term.”

3.2. Termination for Cause

Either Party may terminate this Agreement: (a) if the other Party materially breaches this Agreement and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (b) if the other Party becomes insolvent or is generally unable to pay its debts as they become due, files or has filed against it a petition for bankruptcy, makes a general assignment for the benefit of its creditors, or has appointed a receiver, trustee, or similar agent to take charge of its property or business.

3.3. Effect of Termination

Upon termination or expiration of this Agreement: (a) Customer shall immediately discontinue use of the Services and Legible IP; (b) Customer shall delete, destroy, or return all copies of the Legible IP and certify in writing to Legible that the Legible IP has been deleted or destroyed; (c) Legible shall delete Customer Data within sixty (60) days, except as required by applicable law; and (d) no expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund of prepaid Fees.

3.4. Survival

The following provisions survive any termination or expiration of this Agreement: Services, Customer Data, Intellectual Property (including Third-Party Data Sources), Fees and Payment (with respect to amounts accrued), Confidentiality, Warranties (including the Warranty Disclaimer), Limitations of Liability, Indemnification, and the Miscellaneous provisions (Notices, Insurance, Governing Law; Jurisdiction, Independent Contractor, Force Majeure, Export Regulation, Entire Agreement, Assignment, and Amendment; Waiver; Severability).

4. Customer Data

As used in this Agreement, “Customer Data” means the information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, including without limitation user inputs, preferences, annotations, notes, and policy interests. As between the Parties, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Legible a non-exclusive, royalty-free license during the Term to access, use, reproduce, and process Customer Data solely as necessary for Legible to provide the Services to Customer. Customer Data is processed solely by the Services for Customer’s benefit; Legible does not use Customer Data to train, improve, or develop any artificial intelligence models, machine learning algorithms, or other automated systems. Legible retains Customer Data, including user inputs, preferences, and annotations, on the Services solely to augment Customer’s experience and enable the tracking, monitoring, and reporting functionality of the Services.

5. Confidentiality

5.1. Definition

“Confidential Information” means information about a Party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”). For the avoidance of doubt, Customer Data (including without limitation user-generated annotations, notes, and commentary regarding any individual or entity) constitutes Customer’s Confidential Information. Legible IP constitutes Legible’s Confidential Information. Confidential Information does not include information that, at the time of disclosure: (a) is in the public domain through no fault of the Receiving Party; (b) is known to the Receiving Party at the time of disclosure without obligation of confidentiality; (c) is rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

5.2. Obligations

The Receiving Party shall: (a) not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s employees, contractors, vendors, financing sources, investors, and professional advisors who have a need to know the Confidential Information and who are bound by confidentiality obligations at least as restrictive as those contained herein; (b) use Confidential Information solely for the purpose of performing its rights or obligations under this Agreement; (c) treat all Confidential Information of the Disclosing Party with the same degree of care as it accords to its own confidential information, but in no event less than reasonable care; and (d) immediately give notice to the Disclosing Party of any loss or unauthorized use or disclosure of any Confidential Information and assist the Disclosing Party in remedying any such unauthorized use or disclosure.

5.3. Data Security

Legible shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure. Upon Customer’s written request, Legible shall provide Customer with copies of its most recent third-party security audit reports or certifications (such as SOC 2 Type II), subject to the confidentiality obligations herein.

5.4. Return or Destruction

Upon expiration or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed; provided that the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or its document retention policies, subject to continued confidentiality obligations.

5.5. Compelled Disclosure

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the limited extent required: (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party shall first have given written notice to the Disclosing Party (unless legally prohibited) and made a reasonable effort to obtain a protective order; or (b) to establish the Receiving Party’s rights under this Agreement, including to make required court filings.

5.6. Equitable Relief

Each Party’s obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains in the Receiving Party’s possession or control or is subject to trade secret protection under applicable law. Each Party acknowledges and agrees that a breach or threatened breach of this Section would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including injunctive relief and specific performance, without any requirement to post a bond or prove actual damages.

6. Customer Responsibilities

6.1. Authorized Users

Customer is responsible and liable for all uses of the Services and any documentation or user materials provided by Legible (“Documentation”) resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall: (a) use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services; (b) cause Authorized Users to comply with such provisions; (c) use commercially reasonable efforts to prevent any viruses, corrupted files, or other software that may damage the operation of the Services from being introduced to the Services; and (d) not transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, or otherwise objectionable material of any kind.

6.2. Accounts

Legible shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. Customer is responsible for maintaining the confidentiality of all usernames and passwords and for ensuring that each username and password is used only by the appropriate Authorized User. Customer is solely responsible for any and all use of the Services resulting from access through any Authorized User’s credentials. Customer shall promptly notify Legible of any unauthorized use of Customer’s account or any other breach of security known to Customer.

6.3. License Restrictions

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (a) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (d) remove any proprietary notices from the Services or Documentation; (e) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (f) access or use the Services for purposes of competitive analysis or to build a competing product or service.

7. Intellectual Property

7.1. Customer Marks

Customer grants Legible permission to identify Customer by name, trademark, or logo as a customer of Legible in Legible’s marketing materials; provided that Legible obtains Customer’s prior written approval before any such use, which approval shall not be unreasonably withheld.

7.2. Legible License to Customer

Subject to and conditioned on Customer’s payment of Fees and compliance with all terms and conditions of this Agreement, Legible hereby grants Customer a non-exclusive, non-transferable (except as permitted herein) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal business purposes. The number of Authorized Users will not exceed the number set forth in the applicable Order Form, except as expressly agreed to in writing by the Parties.

7.3. Legible IP

The Services, including all algorithms, models, software code, user interfaces, methodologies, and processes (collectively, “Legible IP”), are the sole and exclusive property of Legible. Legible may monitor Customer’s use of the Services and compile data and information related to Customer’s use of the Services that is used by Legible in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services, which are included in the Legible IP. Customer acknowledges that, as between Customer and Legible, Legible owns all right, title, and interest, including all intellectual property rights, in and to the Legible IP. Nothing in this Agreement shall be construed as transferring or granting to Customer any ownership or similar right in or to any Legible IP. All rights not expressly granted to Customer in this Agreement are reserved by Legible.

7.4. Feedback

If Customer or any Authorized User provides any communications or materials suggesting or recommending changes to the Legible IP, including new features or functionality, or any comments, questions, suggestions, or the like (“Feedback”), Legible is free to use such Feedback without any attribution or compensation to Customer. Customer hereby assigns to Legible all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback.

7.5. Third-Party Data Sources

The Services aggregate and normalize data sourced from publicly available websites and other third-party sources (“Third-Party Data”). Customer acknowledges and agrees that: (a) Third-Party Data is sourced from external websites and databases over which Legible has no control; (b) the structure, format, availability, and accuracy of Third-Party Data may change without notice; (c) Legible does not verify, endorse, or guarantee the accuracy, completeness, timeliness, or reliability of any Third-Party Data; and (d) Customer’s reliance on Third-Party Data is at Customer’s sole risk. Customer acknowledges that data structures of publicly available websites are inherently fickle and subject to change. LEGIBLE MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT ANY REPORTS, OUTPUTS, OR AGGREGATED DATA GENERATED BY THE SERVICES WILL BE ERROR-FREE, CURRENT, ACCURATE, COMPLETE, OR RELIABLE. Customer is solely responsible for independently verifying any information obtained through the Services before making decisions based thereon.

8. Availability

Legible shall use commercially reasonable efforts to make the Services available in accordance with any service level terms set forth in the applicable Order Form or any supplemental service level agreement provided by Legible upon Customer’s request. In the event of any conflict between this Agreement and such supplemental service level terms, the supplemental service level terms shall control with respect to service availability and related remedies.

9. Warranties

Legible represents and warrants that: (a) the Services will conform in all material respects to the Documentation when accessed and used in accordance with this Agreement; and (b) the Services will be provided in a professional and workmanlike manner. Legible’s sole obligation and Customer’s sole remedy with respect to a breach of the foregoing warranty will be, at Legible’s option, re-performance of the nonconforming Services or termination of this Agreement and refund of prepaid Fees for the period following termination. Customer represents and warrants that: (a) Customer is a validly existing entity in good standing under the laws of its jurisdiction of organization; (b) Customer has the full right, power, and authority to enter into this Agreement, grant the licenses set forth herein, and perform Customer’s obligations hereunder; (c) Customer’s and its Authorized Users’ use of the Services shall comply with all applicable laws and regulations; and (d) Customer has obtained all necessary consents and permissions with respect to Customer Data. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES AND ALL LEGIBLE IP ARE PROVIDED “AS IS” AND LEGIBLE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LEGIBLE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LEGIBLE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, LEGIBLE EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY THIRD-PARTY DATA, REPORTS, OR OUTPUTS GENERATED BY THE SERVICES.

10. Limitations of Liability

10.1. Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

10.2. Liability Cap

IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT THE FOREGOING CAP SHALL NOT APPLY TO THE EXTENT A CLAIM UNDER THIS AGREEMENT IS COVERED BY A PARTY’S APPLICABLE INSURANCE POLICY AND THE AVAILABLE INSURANCE PROCEEDS FOR THE CLAIM EXCEED THE CAP, IN WHICH CASE RECOVERY SHALL BE LIMITED TO THE AVAILABLE INSURANCE PROCEEDS.

10.3. Carve-Outs

THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN; (B) CUSTOMER’S VIOLATION OF THE LICENSE RESTRICTIONS HEREIN; OR (C) AMOUNTS OWED BY CUSTOMER FOR SERVICES PROVIDED. NOTWITHSTANDING THE FOREGOING, LEGIBLE’S LIABILITY FOR ANY UNAUTHORIZED DISCLOSURE, LOSS, OR BREACH OF CUSTOMER DATA SHALL NOT EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

11.1. Legible Indemnification

Legible shall indemnify, defend, and hold harmless Customer and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets; provided that Customer promptly notifies Legible in writing of such Third-Party Claim, cooperates with Legible, and allows Legible sole authority to control the defense and settlement of such Third-Party Claim. If a Third-Party Claim is made or appears possible, Customer agrees to permit Legible, at Legible’s sole discretion, to: (a) modify or replace the Services, or component thereof, to make it non-infringing; or (b) obtain the right for Customer to continue use. If Legible determines that neither alternative is reasonably available, Legible may terminate this Agreement effective immediately on written notice to Customer, with a pro-rata refund of prepaid Fees.

11.2. Customer Indemnification

Customer shall indemnify, defend, and hold harmless Legible and its affiliates, and their respective officers, directors, employees, and agents, from and against any Losses resulting from any Third-Party Claim: (a) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property or privacy rights; (b) arising out of Customer’s or any Authorized User’s negligence or willful misconduct; (c) arising out of Customer’s use of the Services in a manner not authorized by this Agreement; or (d) arising out of Customer’s violation of applicable laws, rules, or regulations.

11.3. Indemnification Process

A Party seeking indemnification under this Agreement (the “Indemnified Party”) shall: (a) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of any claim, action, or proceeding for which indemnification is sought; provided that failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such failure; (b) give the Indemnifying Party sole control over the defense and settlement of such claim, action, or proceeding; provided that the Indemnifying Party shall not settle any claim in a manner that admits liability or fault on the part of the Indemnified Party, or imposes any obligation on the Indemnified Party other than the payment of money damages covered by the indemnification, without the Indemnified Party’s prior written consent; and (c) provide reasonable cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense and settlement of such claim, action, or proceeding. The Indemnified Party may participate in the defense of any claim, action, or proceeding with counsel of its own choosing and at its own expense.

12. Miscellaneous

12.1. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and addressed to the Parties at the addresses set forth in the applicable Order Form (or to such other address that may be designated by the Party giving notice from time to time). All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of receipt), or certified or registered mail (return receipt requested, postage pre-paid). A notice is effective only upon receipt by the receiving Party. Notwithstanding the foregoing, routine operational notices from Customer related to the Services, including notices regarding product features, usage, support requests, and similar day-to-day communications, may be delivered by email alone and shall be effective upon transmission.

12.2. Insurance

Legible will, at its own cost and expense, obtain and maintain during the Term: (a) commercial general liability insurance in the amount of $1,000,000 per occurrence and $2,000,000 in aggregate; (b) technology errors and omissions insurance (including IP infringement coverage) in the amount of $2,000,000 in aggregate; (c) cyber/network security and privacy liability insurance in the amount of $2,000,000 in aggregate; and (d) workers compensation insurance in the amount required by law. Certificates of insurance shall be provided upon Customer’s request.

12.3. Governing Law; Jurisdiction

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts.

12.4. Independent Contractor

Legible is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

12.5. Force Majeure

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages, pandemic, epidemic, or passage of law or any action taken by a governmental authority. The affected Party shall use commercially reasonable efforts to resume performance as soon as practicable.

12.6. Export Regulation

Customer shall comply with all applicable federal laws, regulations, and rules that prohibit or restrict the export or re-export of the Services or any Customer Data outside the United States.

12.7. Entire Agreement

This Agreement, together with all Order Forms and any exhibits or attachments incorporated herein by reference, as well as Legible’s Privacy Policy (located at: https://www.legiblepolicy.com/privacy-policy/), constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and the Order Form, the Order Form shall control solely with respect to those matters addressed in the Order Form.

12.8. Assignment

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Legible; provided that Customer may assign this Agreement in its entirety, without Legible’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, subject to written notice to Legible and provided that the assignee assumes all of Customer’s obligations hereunder. Legible may freely assign this Agreement. Any purported assignment or delegation in violation of this Section will be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

12.9. Amendment

Legible reserves the right to modify this Agreement from time to time. Except as otherwise required by law, modifications shall be effective upon posting to Legible’s website at legiblepolicy.com. Customer’s continued access and use of the Services following such modifications constitutes acceptance of the modified Agreement; provided that, Customer may object to any such modifications by providing written notice to Legible within thirty (30) days of the “Last Updated” date above. If Customer timely objects, Customer may elect to continue under the terms of this Agreement as in effect immediately prior to such modification until the end of the then-current subscription term, at which point the modified Agreement shall apply to any renewal.

12.10. Waiver; Severability

No waiver by any Party of any provision hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

13. Contact Information

Customer may contact Legible regarding this Agreement using the information below:

Upvote, Inc. dba Legible
701 Brazos Street, Suite 960
Austin, TX 78701
Email: zack@legiblepolicy.com