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Accordingly, Customer will not assert, whether directly or indirectly, any of its intellectual property rights in or to the Customer Derivative Works against Smooch or any customers or clients of Smooch. Customer further acknowledges and agrees that Smooch may store, use, reproduce, Modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. The Privacy Policy, including the Service Data Privacy Statement, is hereby incorporated by reference and forms part of this Agreement.

Customer will not share the Administrator Accounts with any other person and will not allow Administrative Users to share their Customer Account with any other person. Customer will promptly notify Smooch of any actual or suspected unauthorized use of the Smooch Platform. Smooch reserves the right to suspend, deactivate, or replace any Customer Account or Administrator Accounts if it determines that the Customer Account or Administrator Account, as applicable, may have been used for an unauthorized purpose. Use Restrictions. While Smooch sets no limits on the number of Smooch Messages that can be exchanged between any given Chat Participant and any given Business, in aggregate no Business shall exceed an average of 50 Smooch Messages per Active User Conversation in any given month.

Such usage of the Smooch Platform exceeds any reasonable expectations of use and shall be deemed a violation of the terms of this Agreement and the Customer will immediately terminate the applicable Business rights and access to the Smooch Solution or pay excess usage fees as defined by Smooch. Fees and Payment Fees. Third Party Messaging Platform Fees.

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Such charges shall be the responsibility of Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through Smooch, in which case Smooch shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel. In the event a Third Party Messaging Platforms imposes special requirements on Smooch beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Smooch shall have the right to charge Customer for this additional service and Customer shall have the right to accept such charges or decline them and not use the associated channel.

Payment Terms:. All Fees shall be in U. Dollars; Smooch shall charge and invoice Customer the applicable Fees, in advance, by credit card, on the Effective Date and on every monthly anniversary thereafter; Subject to section 11 d below, payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Customer. Disputed Invoices or Charges. If Customer in good faith disputes any portion of a Smooch invoice or charge, Customer may provide a dispute notice to Smooch with written documentation identifying and substantiating the disputed amount within fifteen 15 days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion.

If Customer does not report or does not provide such substantiating documentation within that period, Customer shall be deemed to have waived its right to dispute any and all portions of that invoice. For greater certainty, Customer shall pay all undisputed amounts of that invoice in accordance with section 10 b above.

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