Indigo - Subscription Agreement

Last Modified: Nov 5, 2026
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This Subscription Agreement (this "Agreement") is entered into between Bloom Studios, Inc. d/b/a Indigo ("Indigo," "we," "our," or "us"); and you ("you," "your," or "Customer"), each of which may sometimes be referred to in this Agreement as a "Party" or collectively as the "Parties." This Agreement governs your access to and use of the Platform, including any content, functionality, and services offered on or through the Platform.

Please read this Agreement carefully before you start to use the Platform. By using the Platform, by clicking to accept or agree to the Agreement when this option is made available to you, you accept and agree to be bound and abide by this Agreement and our privacy policy, found at www.indigo.app/pages/privacy-policy (the "Privacy Policy"), incorporated herein by reference. If you do not want to agree to this Agreement or the Privacy Policy, you must not access or use the Platform.

If you accept or agree to this Agreement and/or any Order on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, "you," "your," and "Customer" will refer and apply to that company or other legal entity.

This Platform is offered and available to users who are 18 years of age or older. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with Indigo. If you do not meet all of these requirements, you must not access or use the Platform.

The Parties hereby agree as follows:

1. DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

1.1 "Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2 "Applicable Law" means, with respect to any Party, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such Party or any of its properties, assets, or business operations.

1.3 "Authorized User" means Customer's employees, contractors, or agents authorized by Customer to access and use the Platform pursuant to the terms and conditions of this Agreement; provided, however, that any contractors' or agents' access to and use of the Platform will be limited to their provision of services to Customer. Customer is responsible for the acts and omissions of its Authorized Users and any other person who accesses and uses the Platform using any Authorized Users' access credentials.

1.4 "Confidential Information" means: (i) with respect to Indigo, the Platform, the Aggregate Data, the Usage Data, and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to Customer, any non-public information or material regarding Customer's legal or business affairs, financing, employees, customers, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the "Receiving Party"); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the "Disclosing Party"); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.

1.5 "Contract Data" means the data extracted from documents uploaded by Customer or its Authorized Users to the Platform or Website or data related to agreements submitted by Authorized Users to the Platform.

1.6 "Customer Data" means any data that Customer or its Authorized Users submit to the Platform or Website, including, without limitation Contract Data and the personal information (such as name, email address, and other identifying information) of Authorized Users.

1.7 "Documentation" means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Platform or the Website, as provided or made available by Indigo to Customer whether in a written or electronic form.

1.8 "Fees" means the fees for the Services as set forth in an applicable Order.

1.9 "Harmful Code" means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Platform or the Website, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, "Trojan horses," "viruses," "worms," "time bombs," "time locks," "devices," "traps," "access codes," or "drop dead" or "trap door" devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Platform to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Platform.

1.10 "Order" means any purchase order for the Services, if any, entered into by you and Indigo.

1.11 "Platform" means Indigo's proprietary platform that provides a range of services, including, but not limited to, contract intelligence, reports and workflows to support the purchase and sale of residential home transactions for real estate brokerages, teams, agents, buyers, sellers, lenders and other market participants.

1.12 "Services" means Indigo's provision of access to and usage of the Platform, as and to the extent set forth in this Agreement.

1.13 "Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Indigo.

1.14 "Usage Data" means data that we collect in connection with the performance and use of the Website and the Platform by Customer, including, without limitation, date and time that Authorized Users access the Platform and the Website, the portions or pages of the Platform and Website visited, the frequency and number of times such pages are accessed, and other usage data.

2. PROVISION OF SERVICES.

2.1 Services. During the Subscription Period (as defined in Section 4.1), we will provide Customer the Services subject to the terms and conditions of this Agreement and any Order referencing this Agreement by Customer and Indigo, if any. This Agreement and any Order entered into by the Parties are referred to herein collectively as the "Agreement." In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Order, the terms of this Agreement shall govern and control, except to the extent that the applicable Order expressly references a specific provision of this Agreement and states that such provision is to be superseded or modified by the terms of the Order. In such case, the terms of the Order shall govern solely with respect to the subject matter expressly stated therein. All other terms and conditions of this Agreement shall remain in full force and effect.

2.2 Right to Access and Use Platform. Subject to the terms and conditions of this Agreement and Customer's compliance with such terms and conditions, Indigo hereby grants Customer a non-exclusive right to permit its Authorized Users to access and use the Platform during the applicable Subscription Period, solely for the internal business purposes of Customer.

2.3 Modifications; New Functionalities. We reserve the right to modify the Platform from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Platform or portion thereof, at any time during the Subscription Period at our sole and reasonable discretion. Any such modification or discontinuance during the Subscription Period will not materially decrease the overall functionality of the Platform. From time to time, we may develop additional functionalities of the Platform (each, a "New Functionality"). If Customer desires access to any New Functionality upon Indigo's making such New Functionality available to its customers for purchase, Customer may enter into a order for such New Functionality, which order shall set forth the additional fees associated with such New Functionality.

2.4 Beta Features. From time to time, we may invite Customer to try "beta" features or functionalities of the Platform which are not generally available to our customers for production use at no charge. Customer may accept or decline any such trial in its sole discretion. Such beta features are for evaluation purposes only and not for production use, are not considered part of the Services under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise expressly agreed to by us, any beta feature trial period will expire upon the date that a version of the beta feature becomes generally available to all of our customers for production use or upon the date that we elect to discontinue such beta feature. We may discontinue beta features at any time in our sole discretion and may never make them generally available as part of the Platform. We will have no liability to Customer or any third party for any harm or damage arising out of or in connection with any use of a beta feature, and Customer's use of any beta feature is at Customer's own risk.

2.5 Service Level. Indigo and/or our contractors shall use commercially reasonable efforts to minimize any downtime, other than for scheduled maintenance or downtime caused by reasons beyond our reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers. We will notify Customer of any unavailability or other issue with the Platform of which we have knowledge.

2.6 Third-Party Materials. Customer acknowledges and agrees that the Platform may incorporate Third-Party Materials, including third-party products for payment processing. Customer agrees to comply with all terms and conditions applicable to the Third-Party Materials and agrees that Indigo is not responsible or liable for the Third-Party Materials or any issues arising therefrom.

2.7 Customer Responsibilities. Indigo does not provide legal, brokerage, lending, tax, or other professional advice, and the Services do not replace Customer's professional judgment. Customer is solely responsible for (i) reviewing and verifying all Contract Data, reports and outputs generated by or through the Platform before relying on them; (ii) its compliance, and its Authorized Users' compliance, with all Applicable Law, licensing requirements, and industry and brokerage rules that apply to Customer; and (iii) supervising its Authorized Users and the transactions they conduct. Indigo assumes no responsibility for Customer’s compliance obligations.

3. FEES AND PAYMENT.

3.1 Fees and Payments. The Fees due hereunder are provided in the applicable Order, and shall be paid by Customer monthly in advance. If you choose to pay by credit card, you hereby authorize us to store your credit card information and to automatically charge your credit card on file each month for the Fees and applicable Taxes due each month until you cancel. If you do not pay by credit card, Indigo will invoice you for the Fees each month during the Subscription Period, and the Fees are due within thirty (30) days of your receipt of such invoice.

3.2 Payment Processing. You further authorize us to use a third party to process payments for Fees due hereunder, and hereby consent to the disclosure of your billing information to such third party. You shall promptly provide Indigo with updated credit card information in the event that your credit card on file is no longer valid. If the credit card information on file with Indigo is not valid at any time during the Subscription Period, or if your credit card cannot be processed on any payment date, (i) you hereby authorize Indigo to continue to attempt to charge the amounts due until such amounts are paid in full; and (ii) Indigo reserves the right to terminate this Agreement, or suspend your access to the Services, in whole or in part. Indigo reserves the right to stop accepting credit card payments from one or more issuers upon written notice to you.

3.3 Fee Increases. Indigo may increase the Fees from time to time, upon written notice to you; provided, however, that any amendment to the Fees shall not be effective until the following Renewal Subscription Period.

3.4 Taxes. Fees and other charges due hereunder are in addition to, and do not include any federal, provincial, or local sales, withholding, use, property, excise, service, or similar transaction taxes ("Taxes") now or hereafter levied, all of which will be for Customer's account.

3.5 Late Payments. In the event that any invoiced amount is not received by the due date as set forth in Section 3.1 and Customer fails to cure such default within fifteen (15) days of such due date, with or without written notice of such default from Indigo, then, without limiting our rights and remedies, we may: (i) charge interest on the outstanding balance (not to exceed the maximum rate permitted by law); (ii) condition future Renewal Subscription Periods on payment terms shorter than those herein; (iii) suspend the Services pursuant to Section 4.3; and/or (iv) terminate this Agreement in accordance with Section 4.2.

3.6 Non-Refundable. Unless otherwise expressly provided for in this Agreement, (i) all Fees are based on Services purchased and not on actual use; and (ii) all Fees paid under this Agreement are non-refundable.

4. TERMINATION AND SUSPENSION.

4.1 Subscription Period. This Agreement shall become effective and binding upon the Parties as of the date of signature of the applicable Order or upon the date that you opt-in or otherwise manifest your assent to this Agreement (the "Effective Date"). Notwithstanding the Effective Date, the subscription period and access to the Platform commences on the date Indigo confirms your payment or as otherwise set forth in the applicable Order, and will continue in effect for one (1) year (the "Initial Subscription Period"). This Agreement shall automatically renew for successive one (1) year terms thereafter, (each, a "Renewal Subscription Period" and together with the Initial Subscription Period, the "Subscription Period") unless Customer notifies Indigo at least thirty (30) days prior to the end of the then-current Subscription Period that it desires not to renew.

4.2 Cancellation. You may cancel your subscription at any time within the one-year Initial Subscription Period or Renewal Subscription Period by providing us with written notice at help@indigo.app at least thirty (30) days prior to the end of the then-current Initial Subscription Period or Renewal Subscription Period. However, any cancellation will only become effective at the end of the one-year Initial Subscription Period or Renewal Subscription Period it was submitted in. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER IS OBLIGATED TO PAY FEES FOR THE DURATION OF THE THEN-CURRENT INITIAL SUBSCRIPTION PERIOD OR RENEWAL SUBSCRIPTION PERIOD AND NO REFUNDS AND/OR REBATES WILL BE PAID TO CUSTOMER.

4.3 Other Termination. Indigo may terminate this Agreement for any reason at any time upon thirty (30) days prior written notice to you. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and does not cure such breach within 30 days of receiving notice from the non-breaching Party. In addition, either Party may terminate this Agreement immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors. We may also terminate this Agreement (i) upon five (5) business days' written notice to Customer if Customer breaches Section 5 or breaches Section 8 of this Agreement, and such breach is not cured within such five (5) business day period, or (ii) upon written notice to Customer under the limited circumstances set forth in Section 12.2 below.

4.4 Suspension for Non-Payment. We may suspend the Services upon written notice to Customer if any undisputed invoiced amount is more than fifteen (15) days past due. We will not suspend the Services while Customer is disputing any invoiced amount due to us reasonably and in good faith and is cooperating diligently to resolve the dispute. If the Services are suspended for non-payment, we may charge a re-activation fee to reinstate the Services. Customer will promptly reimburse us for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees we incur, to the extent necessitated by Customer's refusal to pay any invoiced amounts that it is not disputing in good faith.

4.5 Effect of Termination. Upon termination of this Agreement: (i) we will stop providing the applicable Services, and Customer will immediately cease, and cause its Authorized Users to cease, all access to and use of the Platform; (ii) Customer will promptly pay all unpaid Fees, applicable Taxes, and all other amounts due hereunder; and (iii), upon written request, each Party will either return to the Disclosing Party (or, at such Disclosing Party's instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party's Confidential Information that are in the Receiving Party's possession or control. In the event of a Termination for Convenience by Indigo, Indigo will refund a portion of the Fees pre-paid by Customer for the remainder of the then-current Subscription Period. Except as described in the immediately preceding sentence, Customer shall not be entitled to any refunds hereunder.

4.6 Survival. The following provisions will survive termination of this Agreement: Section 1 ("Definitions"), Section 2.7 (“Customer Responsibilities”), Section 3 ("Fees and Payment") until Customer has paid all Fees, applicable Taxes, and other amounts due hereunder, Section 4.5 ("Effect of Termination"), this Section 4.6 ("Survival"), Section 5 ("Confidentiality; Feedback"), Section 6("Intellectual Property"), Section 7.3 ("Aggregated Data"), Section 9.2 ("Disclaimer"), Section 10 ("Limitation of Liability"), Section 11 ("Indemnification"), and Section 12("General Provisions").

5. CONFIDENTIALITY; FEEDBACK.

5.1 Confidentiality. At all times the Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party's Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors or agents (its "Representatives"), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.

5.2 Specific Performance and Injunctive Relief. The Receiving Party acknowledges that in the event of a breach of Section 5.1 by the Receiving Party or its Representatives, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party or its Representatives engage in, or threaten to engage in any act which violates Section 5.1, the Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of Section 5.1. The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.

5.3 Feedback. During the Subscription Period, Customer may elect to provide us with feedback, comments, and suggestions with respect to the Platform or the Services ("Feedback"). Customer agrees that Indigo will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Customer.

6. INTELLECTUAL PROPERTY. Subject to Section 7.1 and Section 7.3, all right, title, and interest in and to Customer Data, and all intellectual property rights therein, will be and remain Customer's sole and exclusive property. As between the Parties, all right, title, and interest in and to the Platform, the Aggregate Data, and the Usage Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Indigo.

7. CUSTOMER DATA; DATA SHARING.

7.1 Customer Data. Subject to the terms and conditions of this Agreement, Customer hereby grants us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses through multiple tiers to vendors providing services to us (such as hosting providers), to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Customer Data only for the purpose of providing the Services hereunder or as otherwise expressly permitted herein. Upon expiration or termination of the Agreement, we may retain an archival copy of the Customer Data solely to: (a) comply with Applicable Law, regulatory requests, or legal process; (b) establish, exercise, or defend legal claims, or for audit, accounting, tax, or billing; and (c) investigate, detect, or remediate security incidents, fraud, or abuse, and in routine backups for business continuity and disaster recovery, which are not used for other purposes. Any retained Customer Data will remain subject to the confidentiality obligations in the Agreement and will be accessed only for the foregoing purposes. Customer Data will not be used to train generative AI models in any manner that could result in the reproduction, reconstruction, or exposure of Customer Data content in model outputs provided to any third party. For the avoidance of doubt, the foregoing does not restrict Indigo from using Customer Data to (i) deliver the Services, (ii) operate, maintain, and improve the Platform's document classification and data extraction and validation functionality, or (iii) generate Aggregate Data in accordance with Section 7.3.

7.2 Data Sharing with Designated Partners. Subject to the terms of this Agreement, Customer may authorize the sharing of certain Contract Data, with one or more third-party partners that Customer designates within the Platform interface (each, a "Designated Partner"). Customer may initiate such sharing by adding the Designated Partner within the Platform and providing the affirmative consent or toggle selection presented by the Platform to enable sharing for the applicable Contract Data. Indigo will enable access or disclose Contract Data to a Designated Partner only in accordance with Customer's selections within the Platform and the scope indicated at the time of enablement. Customer acknowledges that any Contract Data shared with a Designated Partner is made available at Customer's direction and instruction, and that the Designated Partner's access to and use of Contract Data is subject to Customer's separate arrangement(s) with such Designated Partner. Indigo is not responsible for, and disclaims all liability arising from, any acts or omissions of any Designated Partner. Customer represents, warrants, and covenants that (i) it has and will maintain all necessary rights, permissions, consents, and authority to share Contract Data with each Designated Partner and to authorize Indigo to make such disclosures and enable such access on Customer's behalf; (ii) the Contract Data, and Customer's instructions to Indigo regarding the sharing of Contract Data, do not and will not violate any applicable law, regulation, or self-regulatory rule, or infringe, misappropriate, or otherwise violate any privacy, publicity, intellectual property, or other rights of any third party; and (iii) Customer has provided all notices and obtained all consents required under applicable law to permit Indigo to process and disclose Contract Data to each Designated Partner as instructed by Customer. Customer will not enable sharing of Contract Data that is prohibited by applicable law or by the terms of Customer's agreements with the relevant counterparties. Indigo will implement commercially reasonable administrative, technical, and physical safeguards designed to protect Contract Data that Indigo transmits or makes available to a Designated Partner. Indigo will share only the Contract Data categories enabled by Customer and will do so using the methods supported by the Platform or the applicable integration. If Customer enables sharing of Contract Data with a Designated Partner that requires Indigo to transmit Contract Data outside of the Platform, Customer authorizes Indigo to use and disclose Contract Data as reasonably necessary to implement and maintain the applicable integration or data feed. Indigo may suspend or disable sharing with any Designated Partner if Indigo determines in good faith that such sharing (a) poses a security or legal risk, (b) is inconsistent with Customer's selections within the Platform, or (c) violates this Agreement or applicable law. Indigo will provide notice to Customer of any such suspension and will reasonably cooperate to restore sharing if and when the issue is remedied to Indigo's satisfaction. Indigo shall not share Customer Data with third parties except as expressly permitted under Section 7.1 and 7.2 herein.

7.3 Aggregated Data. Customer acknowledges and agrees that the Customer Data may be used by Indigo, in anonymous and aggregate format, and combined with other data including, without limitation, data provided by other Indigo subscribers (collectively, "Aggregate Data"), for Indigo's business purposes, including in connection with other Indigo products and in order to gain useful industry intelligence and benchmark industry trends. Aggregate Data does not identify any individual or Customer or any Authorized User. Customer hereby agrees that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit Aggregate Data and Usage Data for any purpose. Customer may opt out of contributing its Customer Data to Aggregated Data at any time by sending an email request to Indigo at help@indigo.app (or such other address as Indigo may designate in writing). Indigo will use commercially reasonable efforts to implement Customer's opt-out within a commercially reasonable period. Upon effectiveness of an opt-out, Indigo will cease using Customer's Contract Data to create new Aggregated Data sets.

7.4 Indigo will delete or destroy all retained archival copies of Customer Data within 3 years following the effective date of termination or expiration, except to the extent a longer retention period is required by Applicable Law or an ongoing legal proceeding or investigation. For the avoidance of doubt, the foregoing deletion obligation does not apply to Aggregate Data created prior to termination in accordance with Section 7.3, which may be retained indefinitely.

8. USE AND LIMITATIONS OF USE.

8.1 Restrictions on Use. Customer will not (and will not authorize, permit, or encourage any Authorized User or any third party to): (i) allow anyone other than Authorized Users to access and use the Platform; (ii) allow an Authorized User to share with any third party his or her access credentials for the Platform; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform; (iv) modify, adapt, or translate the Platform; (v) make any copies of the Platform; (vi) resell, distribute, or sublicense the Platform or use either of the foregoing for the benefit of anyone other than Customer or the Authorized Users; (vii) save, store, or archive any portion of the Services outside the Platform other than those outputs generated through the intended functionality of the Platform as set forth in the Documentation without the prior, written permission of Indigo in each instance; (viii) remove or modify any proprietary markings or restrictive legends placed on the Platform; (ix) use the Platform in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; or (x) introduce, post, or upload to the Platform any Harmful Code.

8.2 Compliance. We have the right to monitor Customer's compliance with this Section 8. If any such monitoring reveals that Customer is not using the Platform in compliance with this Section 8, then Customer will remedy any such non-compliance within five (5) business days of receiving notice from us, including, if applicable, through the payment of additional Fees. Failure to remedy such default shall be deemed a material breach of this Agreement by Customer.

8.3 Terms of Use. Customer shall ensure that each of its Authorized Users agrees to and complies with Indigo's Privacy Policy and Indigo's Terms of Use located at www.indigo.app/pages/terms-of-use.

8.4 Onboarding of Authorized Users. Authorized Users must log into the Platform. During the initial registration, an account will be created by or for Customer, and for each Authorized User. To access the Platform, Authorized Users may be required to create a sign-in name ("Sign-In Name") and a password ("Password"), and/or may be required to provide certain additional information, such as a valid email address or phone number, that will assist in authenticating the Authorized User's identity when he or she logs-in in the future ("Unique Identifiers"). When creating an account, the Customer must provide true, accurate, current, and complete information. Customer is solely responsible for the confidentiality and use of its Administrator's and its Authorized Users' Sign-In Names, Passwords, and Unique Identifiers, as well as for any use or misuse of the Platform. The Customer will promptly inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. We reserve the right to delete or change Authorized Users' Passwords, Sign-In Names, or Unique Identifiers at any time and for any reason. We will not be liable for any unauthorized use of an Authorized User's account.

9. REPRESENTATIONS AND WARRANTIES; OUR DISCLAIMER.

9.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (iv) its performance under this Agreement shall comply with all Applicable Laws.

9.2 Disclaimer. ALL DATA, AND OTHER INFORMATION PROVIDED BY INDIGO HEREUNDER ARE FOR INFORMATIONAL PURPOSES ONLY. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES, THE PLATFORM, ANY BETA FEATURES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NEITHER INDIGO, NOR OUR AFFILIATES OR SUPPLIERS, MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT INDIGO, OUR AFFILIATES, AND OUR SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT THE PLATFORM USES AUTOMATED PROCESSES, TO CLASSIFY DOCUMENTS AND EXTRACT AND VALIDATE CONTRACT DATA, AND THAT CONTRACT DATA, REPORTS, AND OTHER OUTPUTS GENERATED USING THE PLATFORM MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. INDIGO DOES NOT WARRANT THAT ANY SUCH CONTRACT DATA, REPORTS, AND OTHER OUTPUTS WILL BE ACCURATE, COMPLETE, OR CURRENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INDIGO WILL HAVE NO LIABILITY FOR ANY ERRORS, INACCURACIES, OR OMISSIONS IN THE PLATFORM, CONTRACT DATA, OR ANY OUTPUTS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY CUSTOMER OR ANY AUTHORIZED USER IN RELIANCE ON THEM.

10. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH CUSTOMER'S FAILURE TO PAY ANY AMOUNTS DUE AND OWING HEREUNDER, A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF; AND (II) EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER HEREUNDER DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

11. INDEMNIFICATION.

11.1 Indemnification by Customer. Customer will indemnify, defend, and hold Indigo, our Affiliates, our suppliers and hosting providers, and our and their respective Representatives harmless from and against any and all Losses incurred by any of such parties in connection with any third-party action, claim, or proceeding (each, a "Claim") arising from: (i) Customer's or any of its Authorized Users' (a) breach or violation of this Agreement, (b) gross negligence or willful misconduct; and (c) instructions to share Contract Data with a Designated Partner; and (ii) the use of Contract Data by any Designated Partner.

11.2 Indemnification by Indigo. Indigo will indemnify, defend, and hold Customer and its Representatives harmless from and against any and all Losses incurred by any such parties in connection with any third-party Claim (i) arising from Indigo's gross negligence or willful misconduct, or (ii) alleging that Customer's access to and use of the Platform in accordance with this Agreement infringes or misappropriates any third-party copyrights or trade secrets. In the event that we reasonably determine that the Platform is likely to be the subject of a third-party Claim, we will have the right (but not the obligation), at our own expense, to: (i) procure for Customer the right to continue to use the Platform as provided in this Agreement; (ii) replace the infringing components of the Platform with other components with equivalent functionality; or (iii) suitably modify the Platform so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate this Agreement without further liability to Customer. Notwithstanding the foregoing, we are not obligated to indemnify, defend, or hold Customer or its Representatives harmless with respect to any third-party Claim to the extent the third-party Claim arises from or is based upon (i) Customer's or its Authorized Users' use of the Platform not in accordance with the Documentation or this Agreement; (ii) any unauthorized modifications, alterations, or implementations of the Platform made by or on behalf of Customer (other than by Indigo); (iii) use of the Platform in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by us; or (iv) use of the Platform in a manner or for a purpose for which they were not designed. This Section 11.2 states Customer's sole and exclusive remedy, and our sole and exclusive liability, regarding any third-party Claim.

11.3 Procedure. The indemnification obligations set forth in Section 11.1 and Section 11.2 are subject to the indemnified Party: (i) promptly notifying the indemnifying Party of the Claim; (ii) providing the indemnifying Party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (iii) providing the indemnifying Party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying Party may not make any admission of liability on behalf of the indemnified Party without the indemnified Party's approval.

12. GENERAL PROVISIONS.

12.1 Changes to this Agreement. We may revise and update this Agreement from time to time in our sole discretion, provided that we provide you with thirty (30) days prior written notice. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

12.2 Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that a Party may, upon written notice to the other Party and without the consent of the other Party, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise), provided that, in the case of Customer making the assignment or transfer, the assignee or transferee is not a direct or indirect competitor of Indigo, and, further provided, that in all cases, the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

12.3 Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.

12.4 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard for choice of law provisions thereof.

12.5 Exclusive Forum. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New York for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

12.6 Notices. All notices required under this Agreement (other than routine operational communications) must be in writing and will be delivered either personally or by e-mail, national overnight courier or the U.S. Postal Service. Notices will be effective upon: (i) actual delivery to the other Party, if delivered in person or by e-mail, or national overnight courier; or (ii) five (5) business days after being mailed via the U.S. Postal Service, postage prepaid.

12.7 Independent Contractors. The Parties are independent contractors. Neither Party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other Party for any purpose, and neither Party will have any right, power, or authority to obligate the other Party.

12.8 Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement will remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

12.9 Force Majeure. Except for Customer's obligations to pay any Fees and Taxes hereunder, neither Party will be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers.

12.10 Third-Party Beneficiaries. The Parties agree that there are no third-party beneficiaries under this Agreement.

12.11 Publicity. During the Subscription Period, we may refer to Customer as a customer and user of the Platform. In connection therewith, we may use Customer's name and corporate logos. Any goodwill arising from the use of such name and logos will inure solely to Customer's benefit. All other publicity regarding this Agreement will be mutually coordinated and approved in advance in writing by the Parties.

12.12 Export. Customer will not export or re-export, either directly or indirectly, the Platform, or any copies thereof in such manner as to violate the export laws and regulations of the United States or any other applicable jurisdiction in effect from time to time (including, without limitation, when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval). Without limiting the foregoing, Customer will not permit Authorized Users or any third parties to access or use the Platform in violation of any United States export embargo, prohibition, or restriction.

12.13 Complete Understanding. This Agreement, together with Indigo's Terms of Use and Privacy Policy, constitutes the final and complete agreement between the Parties regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. No term included in any confirmation, acceptance, purchase order, or any other similar document from Customer will change this Agreement or have any force or effect.

12.14 Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or PDF), each of which will be deemed an original, but all of which together will constitute the same Agreement.