Customer Terms & Conditions
Revised and posted as of May 29, 2026
Effective Date: May 29, 2026
Project Mongoose, Inc., a Virginia corporation, doing business as HIO ("HIO")
This Customer Terms & Conditions agreement (the "Agreement") is entered into between Project Mongoose, Inc., a Virginia corporation, doing business as HIO ("HIO"), located at 1717 East Cary St., Richmond, VA 23223, and the entity identified as Customer on the Order Form ("Customer"). This Agreement governs Customer's access to and use of the Services. The Agreement becomes effective when the Order Form is executed by authorized representatives of both parties (the "Effective Date"). Customer's use of the Services is also subject to the Privacy Policy and, where applicable to Customer's use of the Services, the Data Processing Addendum and AI Addendum ("DPA & AI Addendum"), which are incorporated into this Agreement by reference.
1. Definitions
Capitalized terms used in this Agreement have the meanings set forth below. Additional defined terms appear in context.
"Accelerator Services" means the professional services HIO provides to organize, normalize, deduplicate, and ingest Customer Data into the Vector Store, as further described in an Order Form or statement of work.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests.
"AI Assistant" means the AI-powered assistant that responds to End User queries using retrieval-augmented generation over Customer's Vector Store and one or more third-party foundation models.
"AI System" means the AI Assistant, the Studio, Knowledge Graph, and the underlying machine-learning and large language model technology that HIO uses to provide the Services.
"Aggregated Anonymous Data" means de-identified, aggregated metadata derived from End User interactions with the Services (for example, the categories of questions asked, response latencies, error rates, and usage volume), in a form that cannot reasonably be re-identified to any individual, Customer, or End User by any technical means reasonably likely to be used.
"Authorized Personnel" means an End User who is an employee, agent, contractor, or Affiliate of Customer authorized by Customer to use the Services in connection with Customer's business (for example, an on-site property manager, an affiliated sales agent, or other operational personnel).
"Consequential Decision" means a "consequential decision" as defined under the Colorado AI Act and its successor statutes, or any analogous decision under any other applicable law, including without limitation decisions that materially affect a person's access to or terms of housing, employment, education, financial services, healthcare, insurance, legal services, or essential government services.
"Customer" means the entity identified as Customer on the Order Form.
"Customer Data" means any data, documentation, content, knowledge-base material, conversation logs, or other information that Customer or its End Users provide to HIO, or that HIO collects from Customer or its End Users in connection with the Services. Customer Data does not include Aggregated Anonymous Data.
"Documentation" means HIO's then-current user and administrator documentation for the Services.
"End User" means a natural person who is authorized to access the Services. End Users include Studio Users and Authorized Personnel.
"Fees" means the fees set forth in the applicable Order Form.
"HIO" means Project Mongoose, Inc., a Virginia corporation, doing business as HIO, located at 1717 East Cary St., Richmond, VA 23223.
"Order Form" means a written or electronic ordering document executed by HIO and Customer that references and incorporates this Agreement and identifies the Services purchased, the applicable Fees, the Subscription Term, and any additional terms.
"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including the GDPR and U.S. state privacy laws.
"Privacy Policy" means HIO's privacy policy, currently available at heyhio.com/privacy-policy, as updated from time to time.
"Professional Services" means consulting, configuration, training, or other professional services provided by HIO to Customer, including without limitation Accelerator Services, as described in an Order Form or statement of work.
"Services" means the AI Assistant, the Studio, the Vector Store, the Knowledge Graph, the Accelerator Services, and any other products or services provided by HIO to Customer under an Order Form.
"Studio" means the administrative interface of the Services through which Studio Users monitor and manage AI Assistants.
"Studio User" means HIO personnel or Customer-designated personnel, authorized to monitor and manage AI Assistants through the Studio.
"Sub-Processor" means any third party engaged by HIO to process Customer Data or Personal Data on HIO's behalf, including AI model providers, cloud-hosting providers, and infrastructure providers.
"Subscription Term" means the Initial Term and any Renewal Terms set forth in the applicable Order Form.
"Vector Embeddings" means numerical vector representations of Customer Data generated by HIO and stored in the Vector Store for use in retrieval-augmented generation.
"Vector Store" means the multi-tenant vector storage system operated by HIO in which Customer Data is stored as Vector Embeddings within a logically isolated tenant for Customer.
2. The Services
2.1 Access.
Subject to Customer's payment of the Fees and Customer's compliance with this Agreement, HIO grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable (except as expressly permitted in Section 13.6), non-sublicensable right to access and use the Services for Customer's internal business purposes and for the benefit of Customer's Authorized Personnel and End Users. HIO will provide Customer with passwords, access credentials, and configuration support reasonably necessary to enable that access.
2.2 Use Restrictions.
Customer will not, and will not permit any End User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, model weights, or underlying structure of the Services, except to the extent permitted by applicable law that may not be waived by agreement; (b) modify or create derivative works of the Services; (c) sublicense, resell, rent, lease, transfer, distribute, time-share, or otherwise make the Services available to any third party except as expressly permitted under an Authorized Distribution Arrangement (defined in Section 2.3); (d) remove or alter any proprietary notices in or on the Services; (e) use the Services for any unlawful, infringing, defamatory, harassing, fraudulent, or otherwise objectionable purpose; (f) introduce any virus, worm, malware, or other malicious code into the Services; (g) attempt to gain unauthorized access to the Services or to the data of any other HIO customer; (h) use the Services to develop a competing product or to benchmark performance for publication without HIO's prior written consent; (i) use the Services in any manner that exceeds the scope of use authorized in the applicable Order Form; or (j) use the Services in violation of the AI Use Restrictions set forth in Section 2.4 (the matters in (a)-(j), collectively, the "Use Restrictions").
2.3 Authorized Distribution Arrangements.
Customer will not act as a reseller, distributor, or referral partner of the Services without HIO's prior written consent under a separate written reseller, referral, or distribution agreement (an "Authorized Distribution Arrangement"). Where such an arrangement is in place, (a) Customer will ensure that each downstream end user is bound by terms no less protective of HIO's rights than this Agreement, and (b) Customer remains fully responsible to HIO for the acts and omissions of its resellers and downstream end users. Subject to a written Authorized Distribution Arrangement, HIO may permit Customer to offer the Services under Customer's own branding, provided that no ownership of HIO intellectual property transfers.
2.4 AI Use Restrictions.
Customer acknowledges that the Services include an AI System that uses retrieval-augmented generation. Customer will not, and will not permit any End User to: (a) use the Services to generate content that violates applicable law, including without limitation laws prohibiting fraud, defamation, harassment, child sexual abuse material, or unauthorized practice of a regulated profession; (b) use AI Assistant outputs as the sole or substantial basis for any Consequential Decision unless Customer has separately complied with the deployer obligations set forth in the DPA & AI Addendum and applicable law; (c) attempt to manipulate the AI System through prompt injection, jailbreaking, or similar techniques in a manner that bypasses HIO's safety controls; (d) use AI Assistant outputs to train, fine-tune, or evaluate any machine-learning model that competes with the Services; (e) misrepresent AI Assistant outputs as human-generated where applicable law requires disclosure of AI involvement; or (f) ingest into the Vector Store any content that Customer does not have the lawful right to share with its End Users via the AI Assistant.
2.5 Support and Updates.
HIO will provide standard support and will use commercially reasonable efforts to maintain the availability of the Services in accordance with the Service Level Agreement set forth in the applicable Order Form. HIO may update the Services from time to time to add features, fix defects, or address security issues. HIO will not materially diminish the core functionality of the Services during the Subscription Term. HIO will provide at least thirty (30) days' advance written notice (which may be by email or in-product notice) of any change that, in HIO's reasonable judgment, will materially adversely affect the Services as described in the Order Form, and, if Customer reasonably objects to such change, Customer may terminate the affected Order Form on written notice within thirty (30) days of the change taking effect and receive a pro-rated refund of pre-paid Fees for the unused portion of the Subscription Term.
2.6 Hosting and Multi-Tenant Architecture.
HIO hosts the Services in a multi-tenant cloud environment. HIO logically isolates each Customer's tenant within the Vector Store and applies access controls designed to prevent Customer Data, Vector Embeddings, prompts, or responses from being commingled with, or made accessible to, any other HIO customer or its End Users. HIO does not bear responsibility for the telecommunications or computer network hardware that Customer or its End Users use to access the Services.
2.7 Open Source Components.
The Services may include components subject to open-source licenses ("Open Source Components"). The Use Restrictions in Section 2.2 do not apply to Open Source Components to the extent they conflict with the applicable open-source license. HIO will, on written request, identify the Open Source Components and the applicable licenses.
Each party will comply with all laws and regulations applicable to its performance under this Agreement, including without limitation U.S. export laws, U.S. and applicable foreign data-protection laws, and applicable AI laws (including the EU AI Act, the Colorado AI Act and its successors, and any other applicable U.S. state AI laws). Customer represents that neither it nor any End User is named on any U.S. government list of persons or entities prohibited from receiving exports.
3. Customer Data and Intellectual Property
3.1 Customer Ownership.
As between HIO and Customer, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants HIO a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data, and to create and use Vector Embeddings of Customer Data, solely as necessary to provide the Services to Customer, to perform Customer's instructions, to maintain and secure the Services, and to comply with applicable law. This license terminates upon expiration or termination of this Agreement, subject only to HIO's right to retain Customer Data for the limited deletion period set forth in Section 7.3.
3.2 No Training on Customer Data.
HIO will not use Customer Data, or any Vector Embeddings derived from Customer Data, to train, fine-tune, or otherwise improve any foundation model, large language model, or other machine-learning model that benefits any party other than Customer, except to the extent Customer expressly authorizes such use in writing. HIO's contractual arrangements with its AI model Sub-Processors prohibit those Sub-Processors from using inputs derived from Customer Data for training their own models.
3.3 Aggregated Anonymous Data.
Notwithstanding Section 3.2, HIO may compile, retain, and use Aggregated Anonymous Data for purposes of operating, securing, benchmarking, and improving the Services, conducting research and development, marketing the Services, and developing new products and services. HIO will not re-identify, or attempt to re-identify, Aggregated Anonymous Data, and HIO will not disclose Aggregated Anonymous Data in a manner that identifies Customer or any End User.
3.4 HIO Ownership of the Services.
As between HIO and Customer, HIO owns and retains all right, title, and interest in and to the Services, the AI System, the Documentation, the Vector Store software (but not the contents of Customer's tenant), HIO's confidential information, and all modifications, improvements, derivative works, and intellectual property rights therein. No rights are granted to Customer except those expressly set forth in this Agreement.
3.5 Feedback.
If Customer provides HIO with any suggestions, comments, or other feedback regarding the Services ("Feedback"), HIO may use such Feedback without restriction or obligation. Feedback is provided on a non-confidential basis, and Customer represents that it has all rights necessary to provide it.
4. Customer Responsibilities
4.1 Customer Content and Rights.
Customer represents and warrants that (a) it has the right to provide Customer Data to HIO and to authorize HIO's use of Customer Data as contemplated by this Agreement; (b) the collection and provision of Customer Data complies with applicable law and Customer's privacy notices; (c) Customer Data does not infringe the intellectual property, privacy, publicity, or other rights of any third party; and (d) Customer will not include in Customer Data any special categories of Personal Data (such as health, biometric, or government-issued identification data) except as the parties separately agree in writing.
4.2 End User Accounts; Acceptable Use.
Customer is responsible for the acts and omissions of its End Users with respect to the Services. Customer will require each End User to comply with terms no less protective of HIO's rights than this Agreement (including the Use Restrictions and the AI Use Restrictions). Customer will use commercially reasonable efforts to prevent unauthorized access to the Services through its End User credentials and will promptly notify HIO of any actual or suspected unauthorized use.
4.3 Backups.
Customer is responsible for maintaining its own backup copies of Customer Data outside the Services. HIO maintains operational backups for disaster-recovery purposes but does not guarantee retrieval of Customer Data outside of normal Service operations.
5. Security and Service Levels
5.1 Security Program.
HIO will maintain an information security program with appropriate administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. The current technical and organizational measures are set forth in Schedule 1 of the DPA & AI Addendum. HIO will not materially decrease the overall security of the Services during the Subscription Term.
5.2 Service Levels.
HIO will provide the Services in accordance with the Service Level Agreement set forth in the applicable Order Form. Service credits, if applicable, are Customer's sole and exclusive remedy, and HIO's sole liability, for any failure of HIO to meet its service-level commitments other than in the case of fraud or willful misconduct.
5.3 Security Incident Notification.
HIO will notify Customer without undue delay, and in any event within seventy-two (72) hours of HIO's confirmation, of any Personal Data Breach (as defined in the DPA & AI Addendum) affecting Customer Data. HIO will provide Customer with information reasonably necessary for Customer to comply with its own notification obligations under applicable law.
6. Fees, Term, and Termination
6.1 Fees and Payment.
Customer will pay the Fees as set forth in the applicable Order Form. Unless otherwise specified in the Order Form, invoices are due within thirty (30) days of the invoice date. Fees are exclusive of taxes (other than taxes on HIO's income), and Customer is responsible for all applicable taxes. Fees are non-cancellable and non-refundable except as expressly provided in this Agreement.
6.2 Late Payment.
Past-due amounts will accrue interest at the lesser of one percent (1.0%) per month or the maximum rate permitted by applicable law, calculated from the original due date until paid. HIO may suspend the Services on written notice if Customer's payment is more than thirty (30) days overdue and remains unpaid for fifteen (15) days after written notice of suspension.
6.3 Fee Changes.
HIO may modify the Fees applicable to Renewal Terms upon at least ninety (90) days' written notice before the end of the then-current Subscription Term. Fee changes do not apply to the current Subscription Term.
6.4 Subscription Term; Renewal.
This Agreement begins on the Effective Date and continues for the Initial Term set forth in the Order Form. Each Order Form will automatically renew for successive Renewal Terms equal in length to the Initial Term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
6.5 Termination for Cause.
Either party may terminate this Agreement (and all then-active Order Forms) on written notice if the other party (a) commits a material breach of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice of the breach (or, in the case of a payment breach, ten (10) days), or (b) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or otherwise becomes the subject of any insolvency proceeding that is not dismissed within sixty (60) days.
6.6 Effect of Termination.
On termination or expiration of this Agreement: (a) Customer's right to access the Services terminates; (b) Customer will pay HIO all Fees accrued through the effective date of termination; (c) HIO will, upon Customer's written request received within thirty (30) days of termination, make Customer Data available for export in a commonly used format.
7. Confidentiality
7.1 Confidential Information.
"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that the Receiving Party knows or reasonably should know is confidential or proprietary because of the nature of the information or the circumstances of disclosure. HIO's Confidential Information includes the Services (excluding Customer Data) and the Documentation. Customer's Confidential Information includes Customer Data. The terms of this Agreement and each Order Form are the Confidential Information of both parties.
7.2 Protection of Confidential Information.
The Receiving Party will (a) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care, and (c) limit access to Confidential Information to its employees, contractors, and professional advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those in this Section 7. The confidentiality obligations in this Section 7 will continue for a period of five (5) years after the disclosure of any specific item of Confidential Information; provided that Confidential Information that constitutes a trade secret under applicable law will be protected for so long as it remains a trade secret.
7.3 Exceptions.
The obligations in Section 7.2 do not apply to information that the Receiving Party can demonstrate (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is received from a third party without obligation of confidentiality and without breach of any duty owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, to the extent legally permitted, it gives the Disclosing Party prompt written notice and cooperates with the Disclosing Party's efforts to seek a protective order.
8. Warranties
8.1 Mutual Warranties.
Each party represents and warrants that (a) it has the right and authority to enter into this Agreement and to perform its obligations under it, and (b) its execution of this Agreement does not conflict with any other agreement to which it is a party.
8.2 HIO Service Warranty.
HIO warrants that during the Subscription Term (a) the Services will perform materially in accordance with the Documentation and the applicable Order Form, and (b) HIO will not materially decrease the overall security of the Services. As Customer's sole and exclusive remedy and HIO's sole liability for a breach of this warranty (other than for breaches that also constitute matters described in Section 10.2), HIO will use commercially reasonable efforts to correct the non-conforming Services and, if HIO is unable to do so within thirty (30) days of notice, Customer may terminate the affected Order Form and receive a pro-rated refund of pre-paid Fees for the unused portion of the Subscription Term.
8.3 AI Output Disclaimer.
CUSTOMER ACKNOWLEDGES THAT THE AI ASSISTANT GENERATES RESPONSES BY APPLYING LARGE LANGUAGE MODELS TO CUSTOMER DATA. AI-GENERATED RESPONSES MAY BE INCOMPLETE, INACCURATE, OR INAPPROPRIATE FOR A PARTICULAR USE CASE. CUSTOMER IS RESPONSIBLE FOR (A) REVIEWING AI ASSISTANT OUTPUTS BEFORE RELYING ON THEM IN CONSEQUENTIAL CONTEXTS, AND (B) MAINTAINING APPROPRIATE HUMAN OVERSIGHT OF END USERS' RELIANCE ON AI ASSISTANT OUTPUTS. HIO DOES NOT WARRANT THAT AI ASSISTANT OUTPUTS WILL BE ACCURATE, COMPLETE, NON-INFRINGING, OR SUITABLE FOR ANY PARTICULAR PURPOSE.
8.4 Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES ARE PROVIDED "AS IS" AND HIO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. HIO DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
9. Indemnification
9.1 HIO IP Indemnity.
HIO will defend Customer, its Affiliates, and their respective officers, directors, employees, and agents against any third-party claim, suit, action, or proceeding ("Claim") alleging that Customer's use of the Services in accordance with this Agreement infringes a third party's patent, copyright, trademark, or trade secret rights, and HIO will indemnify Customer for any damages, fines, and reasonable attorneys' fees finally awarded against Customer or paid in settlement of such Claim. The foregoing obligation does not apply to any Claim arising out of (a) Customer Data; (b) Customer's use of the Services in violation of this Agreement; (c) Customer's combination of the Services with products, services, or data not provided by HIO; or (d) Customer's modification of the Services. If the Services become, or HIO reasonably believes they are likely to become, the subject of an infringement Claim, HIO may, at its option and at its expense, (i) procure for Customer the right to continue using the Services, (ii) modify or replace the Services to make them non-infringing while maintaining materially equivalent functionality, or (iii) terminate the affected Order Form on written notice and refund any pre-paid Fees for the unused portion of the Subscription Term. This Section 9.1 sets forth HIO's sole obligation and Customer's sole and exclusive remedy with respect to infringement Claims relating to the Services.
9.2 Customer Indemnity.
Customer will defend HIO, its Affiliates, and their respective officers, directors, employees, and agents against any Claim arising out of (a) Customer Data (including any allegation that the collection, ingestion, or use of Customer Data infringes a third party's rights or violates applicable law); (b) Customer's or any End User's use of the Services in violation of this Agreement or applicable law; or (c) any Consequential Decision made by Customer or its Authorized Personnel based in whole or in part on outputs of the Services, and Customer will indemnify HIO for any damages, fines, and reasonable attorneys' fees finally awarded against HIO or paid in settlement of such Claim.
9.3 Indemnification Procedure.
The indemnified party will (a) promptly notify the indemnifying party of the Claim (provided that a delay in notice will not relieve the indemnifying party of its obligations except to the extent prejudiced), (b) give the indemnifying party sole control over the defense and settlement of the Claim (provided that the indemnifying party may not settle a Claim that imposes any non-monetary obligation or admission of liability on the indemnified party without the indemnified party's prior written consent), and (c) cooperate reasonably with the indemnifying party at the indemnifying party's expense.
10. Limitation of Liability
10.1 Liability Cap.
EXCEPT AS PROVIDED IN SECTION 10.2, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. EXCEPT AS PROVIDED IN SECTION 10.2, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Carve-outs and Super-Cap.
Notwithstanding Section 10.1: (a) the cap and the exclusion of indirect damages do not apply to either party's fraud or willful misconduct, to Customer's payment obligations, or to Customer's breach of Section 2.2 (Use Restrictions) or Section 2.4 (AI Use Restrictions); and (b) for liability arising from (i) a party's breach of Section 7 (Confidentiality), (ii) HIO's breach of Section 3.2 (No Training on Customer Data), (iii) a Personal Data Breach for which HIO is responsible, or (iv) either party's indemnification obligations under Section 9, the cap is two (2) times the amount set forth in Section 10.1 (the "Super-Cap"). The Super-Cap applies in the aggregate across all events; the exclusion of indirect damages in Section 10.1 still applies to claims subject to the Super-Cap.
10.3 Basis of the Bargain.
The parties acknowledge that the foregoing limitations are an essential part of the bargain between them, that the Fees would be materially higher absent these limitations, and that the limitations will apply notwithstanding the failure of any limited remedy of its essential purpose.
11. Data Protection and AI
11.1 DPA & AI Addendum.
To the extent HIO processes Personal Data on Customer's behalf in connection with the Services, the DPA & AI Addendum applies and is incorporated into this Agreement by reference. The DPA & AI Addendum addresses the parties' respective obligations under applicable data-protection laws and the AI-specific obligations of HIO as a developer and Customer as a deployer (including under the EU AI Act and applicable U.S. state AI laws such as the Colorado AI Act and its successors).
11.2 AI Transparency Cascade.
Customer acknowledges that the AI Assistant interacts directly with End Users. Customer will, in cooperation with HIO, provide End Users with the disclosures required by applicable AI laws, including the EU AI Act Article 50 obligation to disclose AI interaction. HIO will provide reasonable assistance, including in-product disclosure components and developer documentation, to enable Customer to comply.
12. Publicity
Neither party will use the other party's name, logo, or trademarks in marketing or publicity materials without the other party's prior written consent. Notwithstanding the foregoing, Customer agrees that HIO may identify Customer as a customer of HIO in customer lists and on HIO's website where Customer has provided express consent in the Order Form or by separate writing.
13. General
13.1 Governing Law and Venue.
This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Richmond, Virginia for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
13.2 Notices.
Notices under this Agreement must be in writing and will be deemed given (a) on personal delivery, (b) on receipt of confirmed delivery by a nationally recognized courier, or (c) on the second business day after sending by email to connect@heyhio.com (for HIO) or to the email address designated for legal notices in the Order Form (for Customer), with a copy by courier to the recipient's address of record. Routine operational notices may be given by in-product notification or to the operational contact on file.
13.3 Force Majeure.
Neither party will be liable for any failure or delay in performance (other than payment obligations and confidentiality and data-protection obligations) caused by circumstances beyond its reasonable control, including without limitation acts of God, war, terrorism, pandemic or epidemic, civil unrest, government order, labor dispute, fire, flood, earthquake, cyberattack or denial-of-service attack, internet or telecommunications outage, or outage or material change in service of an underlying AI model provider, cloud-hosting provider, or other Sub-Processor.
13.4 Severability.
If any provision of this Agreement is held to be unenforceable, the parties will substitute an enforceable provision that most closely reflects the original intent, and the remainder of this Agreement will continue in full force and effect.
13.5 Waiver.
A failure or delay in enforcing any right under this Agreement is not a waiver of that right or of any other right.
13.6 Assignment.
Neither party may assign this Agreement or any of its rights or obligations under it without the other party's prior written consent (not to be unreasonably withheld), except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee is not a direct competitor of the non-assigning party. Any attempted assignment in violation of this Section is void.
13.7 Independent Contractors.
The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.
13.8 Entire Agreement.
This Agreement (including the Order Form(s), the DPA & AI Addendum where applicable, and the Privacy Policy) is the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications and proposals. In the event of a conflict between this Agreement and an Order Form, this Agreement controls except to the extent the Order Form expressly states that it supersedes a specific provision of this Agreement.
13.9 Amendments.
This Agreement may be amended only by a writing signed by an authorized representative of each party.
13.10 Counterparts; Electronic Signatures.
This Agreement may be executed in counterparts (including by electronic signature), each of which is an original and all of which together constitute one agreement.