terms and conditions

Last Updated: September 18, 2026

Preamble 

These Terms and Conditions (“Terms”) are incorporated by reference into, and form an integral part of, any MySavant.ai Service Agreement or Master Services Agreement (each, the “Agreement”) that references them. 

Capitalized terms used but not defined in these Terms have the meanings given to them in the applicable Agreement. 

The version of these Terms in effect as of the Effective Date of the applicable Agreement is incorporated into and forms part of that Agreement. MySavant.ai may update these Terms from time to time, and the “Last Updated” date above indicates when these Terms were most recently revised; provided, however, that no update will materially reduce Client’s rights or materially increase Client’s obligations during the then-current term of the Agreement without Client’s written consent. 

Conflict. If there is any conflict or inconsistency between these Terms and the signed Agreement, the signed Agreement controls. 

1.DEFINITIONS AND INTERPRETATION 

1.1 In these Terms and in the Agreement, the following interpretation conventions apply unless the context otherwise requires: 

(a) “Include,” “includes,” and “including” mean “without limitation.” 

(b) “Or” is not exclusive (i.e., it includes “and/or”). 

(c) The words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to the Agreement as a whole, not to any particular section or provision. 

(d) References to “Sections” or “Exhibits” are to sections or exhibits of the Agreement unless otherwise stated. 

(e) References to any document mean that document as amended, supplemented, or restated from time to time. 

(f) References to any statute or law include all amendments, successor legislation, and regulations promulgated thereunder. 

1.2 The Agreement (including these Terms) is to be construed without any presumption against the party that drafted it. 

1.3 All Exhibits to the Agreement are an integral part of the Agreement and are incorporated by reference. 

1.4 Captions and headings are for convenience of reference only and do not affect the interpretation of the Agreement or these Terms. 

2.RELATIONSHIP OF THE PARTIES; PERSONNEL 

2.1 MySavant.ai performs the Services as Client’s independent contractor. MySavant.ai is not an employee, agent, partner, or joint venturer of Client. Neither party has authority to bind the other or incur obligations on the other’s behalf without prior written consent. 

2.2 MySavant.ai is the sole employer of each Assigned Service Provider and is solely responsible for their compensation, benefits, vacation, social security contributions, payroll taxes, parafiscal obligations, and all other employment-related matters. Client will not provide employee benefits to MySavant.ai or any Assigned Service Provider. 

2.3 Nothing in the Agreement or these Terms creates an employment, joint-employer, agency, partnership, or joint-venture relationship between Client and MySavant.ai or between Client and any Assigned Service Provider. 

2.4 The parties will cooperate in good faith to defend against any claim or proceeding alleging an employment, joint-employer, or agency relationship involving Assigned Service Providers, including sharing relevant information (subject to applicable confidentiality obligations and legal privileges) and coordinating defense strategy. 

3. CHANGE ORDER / SCOPE-CHANGE MECHANICS 

3.1 If Client wishes to change the scope, nature, or schedule of the Services, Client must submit a written change request to MySavant.ai describing the proposed change in reasonable detail. 

3.2 Within a reasonable time after receiving such request, MySavant.ai will provide a written estimate addressing: 

(a) the likely time required to implement the change; 

(b) any resulting variations to fees or charges; and 

(c) any other impact on the Agreement (including delivery dates, resource requirements, or dependencies).

3.3 The parties will negotiate Change Orders in good faith.  Any agreed change, including a fee or schedule adjustment, may be authorized through a signed Change Order, updated Exhibit A to the Agreement, Order Form, or written approval by authorized representatives of both parties, including by way of email. 

3.4 MySavant.ai may, without Client’s consent, make internal changes to the manner in which Services are performed so long as those changes do not materially affect the nature or scope of the Services, the fees, or the agreed performance dates. 

3.5 MySavant.ai may charge Client, with Client’s prior written approval, for the reasonable time spent assessing and documenting a change request. 

4. INSURANCE 

4.1 During the term of the Agreement, MySavant.ai will, at its sole cost and expense, procure and maintain insurance of the types and limits maintained by MySavant.ai in the ordinary course of its business and reasonably appropriate for similarly situated service providers performing services of a similar nature and scope. Such insurance shall be maintained with reputable insurance carriers authorized to conduct business in the applicable jurisdictions. Any additional or client-specific insurance requirements must be expressly set forth in the applicable Agreement, Exhibit, Statement of Work, or Order Form. 

4.2 At Client’s written request, MySavant.ai will provide certificates of insurance coverages, including evidence of renewal. Such documentation will specify that coverage will not be cancelled or materially altered except in accordance with policy provisions. 

4.3 The maintenance of insurance does not expand or limit MySavant.ai’s liability under the Agreement except as expressly stated in the limitation-of-liability provisions of the Agreement. 

4.4 Failure to maintain the required insurance coverages constitutes a material breach of the Agreement. MySavant.ai will have thirty (30) days after receipt of written notice to cure such failure. 

5. INTELLECTUAL PROPERTY 

5.1 “Intellectual Property Rights” means all intellectual property rights worldwide, including copyrights; patents and patent disclosures (whether or not patentable); trademarks and service marks; trade secrets, know-how, and other Confidential Information; trade dress; trade names; logos; corporate names; domain names and associated goodwill; derivative works; and all other intellectual property rights of any kind. 

Ownership 

5.2 Each party retains all right, title, and interest in and to its own independently owned or developed materials, technology, and intellectual property (“Pre-Existing Materials”). 

5.3 Client owns all deliverables created specifically for Client by Assigned Service Providers in the course of performing the Services (“Client Work Product”), excluding any MySavant.ai Pre-Existing Materials incorporated into them. 

5.4 MySavant.ai retains all right, title, and interest in and to its technology and proprietary materials (“MySavant Technology”), including software, Workforce OS, algorithms, artificial intelligence and machine-learning technologies, AI agents, prompts and system prompts, models, agent configurations, workflows, automation frameworks, connectors and integrations, process maps and frameworks, dashboards, templates, methodologies, benchmarking methodologies, analytics models, recruiting tools and processes, training systems, generalized improvements, know-how, and other intellectual property used or developed in providing the Services. Any improvements, modifications, derivatives, enhancements, or generalized learnings relating to MySavant Technology remain the exclusive property of MySavant.ai, including when developed in connection with a Client engagement, provided that MySavant.ai does not acquire ownership of Client Confidential Information or Client Data. 

Licenses 

5.5 To the extent MySavant.ai Pre-Existing Materials are incorporated into Client Work Product, MySavant.ai grants Client a perpetual, non-exclusive, royalty-free license to use those Pre-Existing Materials solely as incorporated in, and to the extent necessary to use, the Client Work Product. 

5.6 MySavant.ai also grants Client a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license during the term of the Agreement to use MySavant.ai’s materials to the extent necessary for Client to make reasonable use of the Services. 

5.7 For the avoidance of doubt, Client Work Product that is generated or assisted by artificial intelligence, machine learning, or automation technologies is subject to the same ownership provisions as Client Work Product created through human effort alone, subject to applicable law regarding the copyrightability or protectability of AI-generated outputs. 

6. CONFIDENTIALITY 

Definition 

6.1 “Confidential Information” means any non-public information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”), orally, in writing, electronically, or by any other means, including business, financial, technical, operational, and client-related information (such as client lists, pricing, payment amounts, data, processes, plans, and strategies), whether or not marked or designated as confidential. 

Obligations 

6.2 Each party will hold the other’s Confidential Information in strict confidence, use at least reasonable care (and no less than the care it uses for its own confidential information of a similar nature) to protect it, and use or disclose it only as necessary to perform or receive the Services or exercise rights under the Agreement. 

6.3 Disclosure is permitted only to officers, employees, contractors, professional advisers, and affiliates with a legitimate need to know, provided they are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party is responsible for any breach by its permitted recipients. 

Exceptions 

6.4 Confidential Information does not include information that: 

(a) is or becomes publicly available through no breach by the Receiving Party; 

(b) was lawfully known to the Receiving Party without restriction prior to disclosure; 

(c) is lawfully received from a third party without a confidentiality obligation; or 

(d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. 

Compelled Disclosure 

6.5 If a Receiving Party is legally compelled to disclose Confidential Information, it will, to the extent legally permissible and practicable, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy. 

6.6 The Receiving Party will provide reasonable assistance (at the Disclosing Party’s cost) in connection with any such protective order and will disclose only the portion of Confidential Information that is legally required, using commercially reasonable efforts to obtain confidential treatment thereof. 

Return and Destruction 

6.7 Upon termination of the Agreement or upon written request, each party will return or destroy the other’s Confidential Information, except for: 

(a) copies retained on routine IT backup or disaster-recovery systems, which will be destroyed in the ordinary course; and 

(b) a single archival copy retained solely for recordkeeping or legal-compliance purposes. 

6.8 Retained copies remain subject to the confidentiality obligations of this Section. 

6.9 Each party will promptly notify the other of any known unauthorized access, use, loss, or disclosure of Confidential Information. As between the parties, Client retains ownership of data provided by or on behalf of Client or accessed by MySavant.ai in connection with the Services (“Client Data”). MySavant.ai may process Client Data as reasonably necessary to provide, maintain, support, secure, and improve the Services and may use de-identified and aggregated data for analytics, benchmarking, performance improvement, and development of MySavant.ai’s services, provided such data does not identify Client or any individual. MySavant.ai may use artificial intelligence, machine learning, automation technologies, and third-party technology providers in providing the Services, subject to its confidentiality, data-protection, and other obligations under the Agreement. The parties may enter into a separate data processing or security addendum where appropriate for the Services or applicable law. 

Assigned Service Provider Obligations 

6.10 MySavant.ai will ensure that all Assigned Service Providers are bound by written confidentiality obligations at least as protective as those contained in this Section. MySavant.ai remains fully responsible for the compliance of its Assigned Service Providers. 

6.11 MySavant.ai will promptly report any breach or suspected breach of confidentiality by an Assigned Service Provider and will use its commercially reasonable efforts to prevent any continuing unauthorized use or disclosure, including seeking judicial remedies where appropriate. 

Injunctive Relief 

6.12 Each party acknowledges that a breach or threatened breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party is entitled to seek injunctive or other equitable relief without the posting of a bond or proof of actual damages. Such remedy is in addition to, and not in lieu of, all other available remedies. 

Survival and Separate NDAs 

6.13 The obligations of confidentiality survive termination of the Agreement for five (5) years; provided, however, that with respect to any Confidential Information constituting a trade secret under applicable law, such obligations will continue for so long as such information remains a trade secret under applicable law. 

6.14 If a separate Non-Disclosure Agreement exists between the parties, the NDA controls to the extent of any conflict, except that the survival period and Assigned Service Provider obligations set forth in this Section continue to apply. 

7. REPRESENTATIONS AND WARRANTIES 

7.1 Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full corporate power and authority to enter into the Agreement and perform its obligations thereunder; and (c) the Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms. 

7.2 MySavant.ai represents and warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards, using qualified and skilled personnel. If Client reasonably determines that any deliverable contains a material defect attributable to MySavant.ai’s failure to meet the foregoing standard, Client must notify MySavant.ai in writing within ten (10) business days of delivery, specifying the defect in reasonable detail. MySavant.ai’s sole obligation and Client’s exclusive remedy for breach of this warranty is, at MySavant.ai’s election, to re-perform the defective Services or provide a credit or refund for the fees allocable to such defective Services. 

7.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. 

7.4 CLIENT ACKNOWLEDGES THAT CERTAIN SERVICES MAY UTILIZE ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, AND AUTOMATION TECHNOLOGIES THAT MAY PRODUCE OUTPUTS THAT ARE PROBABILISTIC IN NATURE, MAY CONTAIN ERRORS OR INACCURACIES, AND ARE NOT SUBSTITUTES FOR HUMAN JUDGMENT. MYSAVANT.AI DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ERROR-FREE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND DETERMINING THE APPROPRIATENESS OF ANY AI-GENERATED OUTPUTS BEFORE USE. 

8. INDEMNIFICATION 

MySavant.ai Indemnification 

8.1 MySavant.ai will indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) bodily injury (including death) or damage to tangible property caused by the willful misconduct, fraud, or gross negligence of MySavant.ai or its personnel; (b) a material breach by MySavant.ai of its obligations under the Agreement; or (c) a material breach by MySavant.ai of applicable labor, employment, or social security laws with respect to Assigned Service Providers. 

Client Indemnification 

8.2 Client will indemnify, defend, and hold harmless MySavant.ai and its officers, directors, employees, and agents from and against all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) bodily injury (including death) or damage to tangible property caused by the willful misconduct, fraud, or negligence of Client or its personnel; (b) a material breach by Client of its obligations under the Agreement; (c) Client Data or Client-provided content that infringes or misappropriates a third party’s intellectual property rights; (d) Client’s violation of applicable data protection or privacy laws in connection with Client Data; or (e) Client’s misuse of the Services or AI-generated outputs in a manner not authorized by the Agreement. 

Indemnification Procedures 

8.3 The indemnified party will: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that failure to give prompt notice will not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation (at the indemnifying party’s expense) in the defense of such claim. The indemnifying party will not settle any claim in a manner that imposes liability or obligations on the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed). 

Mutual Carve-Out 

8.4 Neither party is required to indemnify the other to the extent that a claim arises from the indemnified party’s own negligence, recklessness, willful misconduct, fraud, or bad faith. 

9. LIMITATION OF LIABILITY 

Consequential Damages Waiver 

9.1 EXCEPT FOR THE CARVE-OUTS SET FORTH BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST USE, LOST REVENUE, LOST PROFITS, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. 

Liability Cap 

9.2 EXCEPT FOR THE CARVE-OUTS SET FORTH BELOW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO MYSAVANT.AI UNDER THE APPLICABLE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

Super-Cap for Carve-Out Claims 

9.3 FOR CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (BUT EXCLUDING DEATH OR BODILY INJURY), EACH PARTY'S AGGREGATE LIABILITY WILL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO MYSAVANT.AI UNDER THE APPLICABLE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

Carve-Outs 

9.4 The limitations and exclusions of liability set forth in this Section do not apply to: (a) liability arising from a party’s gross negligence or willful misconduct (subject to the super-cap above); (b) liability for death or bodily injury caused by a party’s gross negligence or willful misconduct; or (c) a party’s indemnification obligations under these Terms to the extent they relate to third-party claims described in the foregoing carve-outs. 

10. COMPLIANCE WITH LAW 

10.1 Each party will comply with all laws, rules, regulations, and governmental orders applicable to its performance under the Agreement, including applicable labor, employment, tax, data protection, anti-corruption, and export-control laws. 

11. RESTRICTIVE COVENANTS 

Non-Solicitation 

11.1 During the term of the Agreement and for twelve (12) months after its termination or expiration, Client will not, directly or indirectly, solicit, recruit, hire, or engage (as an employee, independent contractor, or otherwise) any Assigned Service Provider or any employee or contractor of MySavant.ai who has been involved in the performance of Services under the Agreement, or induce or encourage any such person to terminate his or her relationship with MySavant.ai. 

Liquidated Damages 

11.2 If Client breaches the non-solicitation obligation set forth above, Client will pay MySavant.ai liquidated damages equal to the applicable Assigned Service Provider’s or employee’s annual salary or fee, plus MySavant.ai’s reasonable, documented recruiting and replacement costs. The parties acknowledge that such damages are a reasonable estimate of the harm caused by such breach and are not a penalty. 

Exceptions 

11.3 The non-solicitation obligation does not apply to: (a) general solicitations of employment not specifically directed at MySavant.ai personnel (such as public job postings, advertisements, or career-fair participation); (b) hiring or engagement of any person who has ceased to be employed or engaged by MySavant.ai for at least ninety (90) days before the applicable solicitation; or (c) persons with whom Client had a pre-existing professional relationship prior to the Effective Date of the Agreement, provided that Client can demonstrate such relationship with reasonable documentation. 

12. REMEDIES 

12.1 Each party acknowledges that a breach of certain provisions of the Agreement (including confidentiality, intellectual property, and restrictive covenant obligations) may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party is entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security. Such equitable remedy is in addition to, and not in lieu of, all other remedies available at law or in equity. 

12.2 All remedies available under the Agreement are cumulative and not exclusive of any other remedies available at law, in equity, or otherwise. 

13. FORCE MAJEURE 

13.1 Neither party will be liable for any failure or delay in performing its obligations under the Agreement (other than payment obligations) to the extent that such failure or delay is caused by a Force Majeure Event. 

13.2 A “Force Majeure Event” means any event beyond a party’s reasonable control, including: 

(a) acts of God; 

(b) flood, fire, or explosion; 

(c) war (whether declared or not), invasion, terrorism, riot, or civil unrest; 

(d) embargoes or blockades; 

(e) national or regional emergency; 

(f) strikes, labor stoppages, slowdowns, or other industrial disturbances; and 

(g) compliance with any law or governmental order, rule, regulation, or action (including embargoes, export or import restrictions, quotas, or refusal to grant a necessary license or permit). 

13.3 A Force Majeure Event does not relieve Client of the obligation to pay amounts due for Services already performed. 

Notice and Mitigation 

13.4 The affected party will notify the other party in writing within ten (10) days of becoming aware of the Force Majeure Event, stating the expected duration and using commercially reasonable and diligent efforts to mitigate, end the delay, and resume performance as soon as reasonably practicable. 

Termination for Extended Force Majeure 

13.5 If a Force Majeure Event continues for thirty (30) days or more, the non-affected party may terminate the affected Services upon written notice to the affected party. 

13.6 If Client is the non-affected party and terminates under this Section, Client is entitled to a refund of any prepaid amounts allocable to Services not yet performed. 

13.7 Unless terminated, the term of the Agreement is automatically extended by the duration of the suspension period. 

14. RATE ADJUSTMENT AND CURRENCY FLUCTUATION 

14.1 The fees stated in the Agreement will not vary during the applicable term except in the limited circumstances set forth in this Section. 

Currency Fluctuation 

14.2 Fees are based in part on the exchange rate between the U.S. Dollar (USD) and the local currency in which the Services are performed as published by the applicable country’s central bank or other recognized governmental monetary authority (or if not available, as published by an independent published source) as of the Effective Date (the “Baseline Rate”). 

14.3 If the local currency strengthens against the USD by more than ten percent (10%) relative to the Baseline Rate, and remains beyond that threshold for thirty (30) consecutive days, MySavant.ai may adjust the affected rates proportionately. Any such adjustment becomes effective on the next monthly billing cycle following written notice to Client. 

Payroll Tax and Government-Mandated Cost Changes 

14.4 If there is a material change in applicable payroll tax rates or government-mandated employment costs that affects the cost of providing the Services, MySavant.ai may adjust affected rates accordingly upon written notice to Client. 

Assigned Service Provider Fees 

14.5 MySavant.ai may adjust the applicable fees for an Assigned Service Provider to reflect annual merit, compensation, or other recurring employment cost increases implemented in accordance with MySavant.ai’s standard compensation practices, including upon the Assigned Service Provider’s employment anniversary. MySavant.ai will provide Client with reasonable prior written notice of any such adjustment. 

Extraordinary Circumstances 

14.6 For other extraordinary or unforeseen events materially affecting the cost of providing the Services (beyond those addressed above), the parties will negotiate any rate adjustment in good faith. 

15. CIRCUMSTANCES OF PERFORMANCE 

Time 

15.1 Services will be provided in accordance with the schedule specified in the Agreement or the applicable Exhibit. Within its technical and managerial autonomy, MySavant.ai may determine the specific days and schedules on which performance occurs. 

Manner 

15.2 Services are rendered without subordination to Client, with full technical and professional autonomy, using MySavant.ai’s own means, personnel, and tools. Nothing in the Agreement restricts Client’s right to make recommendations for the better utilization of the Services or to exercise control activities over the performance of the Agreement. 

15.3 MySavant.ai performs the Services as an independent contractor and is the sole employer of the Assigned Service Providers. Nothing in the Agreement or these Terms creates an employment, joint venture, partnership, or agency relationship between Client and MySavant.ai or any Assigned Service Provider. 

Place 

15.4 Services will be provided at the location(s) specified in the Agreement, and at any other locations that MySavant.ai determines, at its own account and risk, as necessary to meet the needs of the Services. MySavant.ai may not materially change a service location without Client’s prior written consent, which Client may not unreasonably withhold; provided, however, that Client’s consent shall not be required for changes in locations which do not materially and adversely affect the Services, and such Services otherwise continue to be performed by MySavant.ai in accordance with the terms and conditions of this Agreement. 

16. ELECTRONIC SIGNATURES AND COUNTERPARTS 

16.1 The Agreement may be executed in one or more counterparts, each of which is deemed an original and all of which together constitute one and the same agreement. 

16.2 A digital, PDF, or other electronic reproduction of the Agreement may be executed and delivered by electronic signature that complies with the U.S. federal Electronic Signatures in Global and National Commerce Act of 2000 (ESIGN Act), including through platforms such as DocuSign or similar services, or by email or other electronic transmission. Such counterparts are valid, binding, and enforceable. 

17. MISCELLANEOUS / GENERAL PROVISIONS 

Relationship to Agreement 

17.1 These Terms supplement, and do not replace, the Agreement. The Agreement’s core commercial provisions—including scope of services, pricing, payment terms, service levels, and term and termination—remain in the signed Agreement. The legal terms and risk-allocation provisions set forth in these Terms (including intellectual property, confidentiality, indemnification, limitation of liability, representations and warranties, restrictive covenants, and governing law) govern the parties’ respective rights and obligations with respect to such matters. 

17.2 In the event of any conflict between these Terms and the signed Agreement, the signed Agreement controls. 

Assignment 

17.3 Client may not assign or transfer the Agreement or any of its rights or obligations thereunder without the prior written consent of MySavant.ai (not to be unreasonably withheld). MySavant.ai may assign the Agreement to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without Client’s consent, provided that the assignee assumes all of MySavant.ai’s obligations under the Agreement. Any purported assignment in violation of this Section is void. 

Amendment and Waiver 

17.4 No amendment to or modification of the Agreement will be effective unless in writing and signed by authorized representatives of both parties. No waiver of any provision will be effective unless in writing and signed by the waiving party. A waiver of any breach will not constitute a waiver of any subsequent breach. 

Notices 

17.5 All notices required or permitted under the Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by nationally recognized overnight courier; (c) sent by email (with confirmation of receipt); or (d) sent by certified or registered mail, return receipt requested, postage prepaid. Notices are effective upon receipt and must be addressed to the parties at the addresses set forth in the Agreement (or such other address as a party may designate by written notice). 

Severability 

17.6 If any provision of the Agreement or these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The parties will negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 

Governing Law 

17.7 The Agreement and these Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. 

Venue and Jurisdiction 

17.8 Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida for the resolution of any dispute arising out of or relating to the Agreement or these Terms. Each party waives any objection to the laying of venue in such courts and any claim of inconvenient forum. 

Jury Trial Waiver 

17.9 EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THESE TERMS. 

Attorneys’ Fees 

17.10 In any action or proceeding to enforce or interpret the Agreement or these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party. 

Non-Exclusivity 

17.11 The Agreement does not create an exclusive relationship between the parties. Each party is free to engage with or provide services to third parties, subject to the confidentiality and restrictive covenant obligations set forth herein. 

Publicity 

17.12 Neither party will use the other party’s name, logo, or trademarks in any public announcement, press release, marketing material, or other publicity without the other party’s prior written consent, except as required by applicable law or regulation. 

Further Assurances 

17.13 Each party will execute and deliver such further documents and take such further actions as may be reasonably necessary to give full effect to the terms and intent of the Agreement. 

Entire Agreement 

17.14 The Agreement (including these Terms and all Exhibits, Statements of Work, Order Forms, and Change Orders) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, and proposals, whether written or oral, relating to such subject matter. 

No Third-Party Beneficiaries 

17.15 The Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in the Agreement confers any right, benefit, or remedy on any person or entity that is not a party to the Agreement.