Master Subscription Agreement

1.    Definitions

1. “Affiliates” means any entity that owns or controls, is owned or controlled by, or is under common control with such party.

2. "Agreement" means this Master Subscription Agreement including any attached addenda or schedules, the Data Processing Addendum, and any written amendments executed by both Parties. 

3. "Authorized Users" means Customer's personnel authorized by Customer to access the Services.

4. “Beta Services” any free trial, beta, or similarly designated services made available through the Services or otherwise by Bumblebee which Customer may choose to use at its sole discretion. For clarity, the Beta Services are not part of the Platform Services or the Services.

5. “Confidential Information” means information considered by the disclosing party to be confidential, including: (a) for Customer, Customer Data; (b) for Bumblebee, the Services, this Agreement, including pricing, and the Documentation; and (c) business, technical, and any other information each Party discloses to the other Party in the course of this Agreement which the disclosing Party identifies as “confidential” or which the receiving Party should reasonably understand the disclosing Party desires to protect such information against unrestricted disclosure or use.

6. "Customer Data" means data is submitted by Customer to the Platform Services about its proprietary workflows. 

7. “Documentation” means documentation for the Platform Services provided by Bumblebee.

8. “Effective Date” means the earlier of: (i) the date an initial order form between the parties is fully executed; or (ii) the first date Customer accesses the Services.

9. "Fees" means the fees payable for the Services specified in an Order Form, subject to the terms in this Agreement. 

10. "General Usage Data" means (i) telemetry, analytics, and other data collected or generated by Bumblebee related to the provision of its Services; (ii) general workflow configuration data input by Customer to the generative AI features of Platform Services and any data generated by the Platform Services in response to the Input; and (iii) general and aggregate workflow usage and configuration data. 

11. "Order Form" means an Order Form, an online invoice, or other order placed by Customer for the provision of the Platform Services and agreed to by Bumblebee.

12. "Platform Services" means the Bumblebee AI powered automation platform for managed service providers.

13. “Services” means the Platform Services and Support Services.

14. “Support Services” means the support services generally made available to customers as of the Effective Date.

15. "Term" means the period identified in the online subscription including any Initial Term or Renewal Term, as applicable. 

16. "User Account" means an Authorized User’s password-protected account. 

17. “Third-Party Applications” means third party services, applications, software, or integrations that interoperate with the Platform Services.

18. “Website Terms” means the terms located at https://hirebumblebee.com/terms_of_service 

2.    Services, Obligations, and Restrictions

1. Bumblebee Obligations. Bumblebee will provide the Customer with a limited, non-sublicensable, non-exclusive right to access to the Services subscribed to by Customer and Deliverables, subject to the Documentation, the terms and conditions of this Agreement  solely for Customer’s internal business use. Subject to scheduled maintenance and outages of Bumblebee’s service providers, Bumblebee shall take reasonable steps to ensure that the Platform Services shall be accessible and functional on a continuous basis. Bumblebee will comply with laws and regulations applicable to its provision of the Services. 

2. User Account. Customer is required to create an account to use the Platform Services. 

3. Customer Obligations. Customer is responsible for its and its Authorized Users’ use and activity of the Services. Customer agrees it will: (i) ensure it and its Authorized Users will comply with the terms of this Agreement, including the Website Terms and any other supplemental terms Bumblebee make available from time-to-time; (ii) ensure each Authorized User securely uses the Platform Services (ex. No sharing passwords, maintaining password details confidential) and configure the Platform Services securely in accordance with the Documentation; (iii) back up any Customer Data in the Platform Services; (iv) immediately inform Bumblebee in the event it suspects a breach of security impacting any of its Authorized Users’ accounts or the Platform Services; (v) will only allow its personnel as Authorized Users; and (vi) will only supply truthful and accurate information for its User Account.

4. Customer Restrictions. Customer agrees it and its Authorized Users will not: (i) alter, fail to display, or otherwise modify any part of the Services, including but not limited to, any notices provided therein or the name or copyright of Bumblebee; (ii) copy, sell, rent, lease, distribute, or otherwise transfer or make available any part of the Services to any third party; (iii) use the Platform Services for any highly regulated use cases (ex. Store personal health information, payment card information, other sensitive data, etc.); (iv) use the Services to develop a competitive product or services or for any purpose to the detriment of Bumblebee; (viii) transfer or sign any of its rights under this Agreement; (ix) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the Services or otherwise attempt to gain any unauthorized access to or interrupt the integrity or performance of the Services; (x) use the Services in violation of applicable laws and regulations, policies, or third party rights; (xi) send or store any code which contains, facilitates, or launches viruses, worms, trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of Platform Services; (xii) use the Services in any way which infringes upon any third party rights, including third party intellectual property; and (xiii) not violate the Website Terms or any other supplemental or acceptable use terms Bumblebee makes available from time-to-time. 

5. Privacy and Security. Bumblebee shall implement reasonable safeguards to protect Customer Data within the Platform Services as described in its Trust Center, available at https://www.trust.hirebumblebee.com. The terms of the data processing addendum (“DPA”) attached hereto as Exhibit A are incorporated by reference and apply to Bumblebee’s processing of Personal Data (as defined in the DPA) as a data processor in its provision of the Services. Bumblebee will not use Personal Data (as defined in the DPA) to train or fine-tune any large language models.

6. Third Party Applications. Through the Platform Services, Customer may be able to set up workflows for and enable connections to Third-Party Applications. Bumblebee makes connections to Third-Party Applications solely as a convenience and makes no warranties or guarantees about any such Third-Party Applications, including but not limited to, the content therein, the availability, functionality, accuracy, reliability, or security of such. CUSTOMER UNDERSTANDS ACCESSING AND USING THE THIRD-PARTY APPLICATIONS IS AT ITS OWN RISK AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY CUSTOMER DATA IT CHOOSES TO PERMIT ACCESS TO OR SHARE WITH SUCH THIRD PARTY APPLICATIONS. Any use of Third-Party Applications is subject to the contractual terms relevant to such. 

3. Payment Terms.

Customer agrees to pay Bumblebee the fees set forth on the Bumblebee website via online invoice or otherwise agreed to by the parties in the Order Form, including for any paid POC in accordance with this Agreement and the applicable Order Form. Customer agrees to pay the Fees within the date specified in their User Account (such as upon the receipt of an online invoice or payment request) or on the Order Form, and if no date is specified, then within 30 days of the invoice date. All Fees paid and payable to Bumblebee are non-refundable and non-cancelable. If Customer fails to pay the Fees by the applicable due date, Bumblebee shall be entitled to interest from the day on which the Fees are due at 1.5% per month, or the amount afforded by law, whichever is greater and may, in its sole discretion, suspend Customer's access to the Services. Customer will be responsible for, and will promptly pay or reimburse Bumblebee for, the payment of all sales, use, excise, value-added or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Bumblebee that is in accordance with the direction or request of Customer) that are based on or with respect to any services or goods provided by Bumblebee to Customer, or the amounts payable to Bumblebee therefore. 

4. Confidentiality. 

1. Restrictions on Use. Each Party agrees that during the Term and thereafter it will: (i) use the other Party’s Confidential Information solely for the purposes described in this Agreement; and (ii) take all reasonable precautions to protect against the disclosure of the other Party’s Confidential Information to any third party (other than the receiving Party's personnel, representatives, advisors, employees and agents on a need-to-know basis who are bound by written contractual obligations of nondisclosure and limited use at least as stringent as those contained herein). Each Party agrees to protect the other Party’s Confidential Information with measures no less protective than the ones it uses with respect to its own Confidential Information. All Confidential Information shall remain the sole property of the disclosing Party. 

2. Exclusions. Confidential Information does not include information that is: (i) generally known in the public (other than through unauthorized disclosure); (ii) rightfully in the receiving Party's possession prior to disclosure as evidenced by competent written proof; (iii) independently developed by the receiving Party without reliance on or reference to the disclosing Party's Confidential Information; or (iv) rightfully received by the receiving Party from a third party without a duty of confidentiality; provided that the receiving Party has no knowledge that such information is subject to a confidentiality agreement and such information is not of a type or character that a reasonable person would have regarded it as confidential. 

3. Compelled Disclosure. In the event a Party is legally compelled to disclose the other Party’s Confidential Information, such party shall provide the other Party with prompt notice of such compelled disclosure, to the extent legally permitted, and reasonably assist the other Party (at such Party’s cost) with contesting such disclosure. The provisions herein supersede any non-disclosure agreement previously entered into by the Parties, including with regards to any Customer Data. 

4. Equitable Relief. In the event of a breach of this section, each Party acknowledges the other Party may be irreparably harmed and monetary damages may not fully compensate the non-breaching Party for such harm. Therefore, each Party agrees the non-breaching Party will be entitled to seek injunctive relief and other appropriate equitable relief and obtain specific enforcement in addition to other remedies available to such Party.

5. Intellectual Property

1. Bumblebee Ownership. As between Bumblebee and Customer, Bumblebee retains all right and title and all intellectual property rights in and to (i) the Platform Services, including without limitation the source code, metadata, General Usage Data, Documentation, and any other underlying technology and documentation made available by Bumblebee; and (ii) any further developments or enhancements of the foregoing (i) in general or resulting from Support Services and all intellectual property rights in either (i) and (ii). Customer agrees no transfer of intellectual property rights occurs under this Agreement. Bumblebee does not grant any rights to Customer other than as expressly set forth in this Agreement. 

2. Customer License to Bumblebee. In the event Customer chooses to provide suggestions or recommendations for changes to the Platform Services or otherwise to Bumblebee, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Customer grants Bumblebee a fully paid up, perpetual, worldwide, sublicensable, assignable right to use Feedback. 

3. General Usage Data. Bumblebee owns General Usage Data and may collect such through its Services to develop, improve, and otherwise support its business operations. Bumblebee will not disclose any General Usage Data to third parties unless it: (i) can no longer identify Customer; (ii) is not considered Customer Confidential Information; and (iii) does not contain any personal data.

4. Customer Ownership. Customer owns all intellectual property rights in Customer Data, subject to rights and permissions herein for Bumblebee as set forth above and as otherwise required by Bumblebee to use and process the Customer Data to provide the Platform Services under this Agreement. Customer is solely responsible for the legality, accuracy, and rights to Customer Data, including having all authority and rights for its use of Customer Data in the Services. 

6. Term; Suspension; Termination

1. Term.  This Agreement shall commence on the Effective Date and shall continue for: (i) the period Customer chooses to subscribe to the Services; (ii) until there are no active online subscriptions or Order Forms under this Agreement; or (iii) when terminated as described in the Termination section below.

2. Termination. Either Party may terminate this Agreement: (i) for convenience, provided there are no active online subscriptions; (ii) for material breach, with 30 days written notice to the other Party provided the breaching Party fails to cure such breach within 30 days; or (iii) in the event the other Party becomes insolvent, subject to a bankruptcy petition, or any receivership, liquidation, or other proceeding whereby its rights are assigned for the benefit of creditors. Bumblebee, in its sole discretion, may choose to suspend or terminate your access to the Services in the event of a late payment. In the event Customer terminates for material breach, Bumblebee will refund you the pro-rata, prepaid amounts made to Bumblebee for any Services not provided as of such termination date.

3. Effect of Termination. Upon termination or expiration of this Agreement, Customer’s subscription to the Services will immediately terminate and Customer will no longer have rights to access or use the Services and the Bumblebee’s Confidential Information. Bumblebee will have no obligation to maintain Customer Data and may delete such data.

4. Survival. Upon expiration or termination of this Agreement, all terms in this Agreement which are meant to logically survive will survive, including but not limited to Payment Terms, Confidentiality, Use Restrictions, Warranties and Disclaimer, Dispute Resolution, and Miscellaneous. 

7. Warranties and Disclaimer

1. Mutual Warranties. Each party represents and warrants it: (i) it is a valid entity and in good standing; (ii) it has the full right, power, and authority to enter into and perform its obligations, including with regards to any intellectual property grants, under this Agreement; and (iii) it has legal authority to enter into this Agreement.

2. Customer Warranties. Customer represents and warrants to Bumblebee: (i) Customer has all necessary rights and consents to the Customer Data and Confidential Information, including for Bumblebee’s processing in accordance with this Agreement; (ii) Customer Data and any Confidential Information provided to Bumblebee does not and will not infringe, misappropriate, or otherwise violate any third party intellectual property rights; and (iii) it will comply with all applicable laws and regulations, including data protection laws, in its use of the Services.

3. Bumblebee Warranties. For paying Customers, Bumblebee represents and warrants The Platform Services will materially perform in accordance with the Documentation. FOR ANY BREACH OF THE FOREGOING WARRANTY BY BUMBLEBEE, PROVIDED SUCH IS NOT A MATERIAL BREACH OF THE AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES TO PROMPTLY, WITHIN 10 DAYS, NOTIFY BUMBLEBEE OF SUCH FAILURE AND PROVIDE BUMBLEBEE WITH A REASONABLE AMOUNT OF TIME TO REMEDY SUCH FAILURE. IN THE EVENT BUMBLEBEE FAILS TO REMEDIATE, CUSTOMER MAY TERMINATE THIS AGREEMENT AND BE ENTITLED TO A PRO-RATA REFUND OF PREPAID FEES FOR PLATFORM SERVICES NOT YET RENDERED. 

4. Disclaimer. THE SERVICES AND ANY DOCUMENTATION ARE PROVIDED “AS IS”. EXCEPT FOR THE EXPRESS WARRANTIES HEREIN, BUMBLEBEE DISCLAIMS ALL WARRANTIES, INCLUDING ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES AS TO MERCHANTABILITY, QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE WITH RESPECT TO THE SERVICES AND ANY DOCUMENTATION OR CONTENT WITHIN OR OBTAINED THEREBY. BUMBLEBEE DOES NOT MAKE ANY WARRANTIES FOR THE SERVICES, DOCUMENTATION, OR DELIVERABLES, INCLUDING BUT NOT LIMITED TO COMPLETENESS, ACCURACY, TIMELINESS, OR UNINTERRUPTIBILITY. FURTHERMORE, BUMBLEBEE MAKES NO WARRANTIES FOR ANY INACCURATE, INCORRECT, QUALITY, OR LEGALITY OF ANY OUTPUT GENERATED BY GENERATIVE AI COMPONENTS OF THE SERVICES, WHICH ARE BASED ON THE INPUT PROVIDED BY CUSTOMER AND DISCLAIMS ALL LIABILITY RELATED TO THE OUTPUT AND ANY USE BY CUSTOMER OF SUCH. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ANY FREE TRIAL, FREE TIER, BETA SERVICES, OR OTHER NON-PAID VERSIONS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND, BUMBLEBEE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY FREE TRIAL, FREE TIER, THE BETA SERVICES, OR OTHER NON-PAID ACCESS OR USE OF THE SERVICES, UNLESS OTHERWISE REQUIRED UNDER LAW, IN WHICH EVENT BUMBLEBEE’S LIABILITY WILL BE LIMITED TO THE LESSER OF THE AMOUNT REQUIRED BY LAW OR $50. 

8. Indemnification

1. Customer Indemnity Obligations.  Subject to section 8(c) (Conditions for Indemnification Obligations), Customer will defend Bumblebee and its Affiliates for any and all third party claims arising out of: (i) Customer's gross negligence, recklessness or willful misconduct; (ii) a claim the Customer Data infringes or misappropriates third party intellectual property rights; (iii) a violation of applicable law by Customer; or (iv) any claim related to Customer Data (“Customer Indemnity Claims”). Customer will indemnify Bumblebee for any costs, attorney’s fees, and damages incurred for such Customer Indemnity Claims. 

2. Bumblebee Infringement Indemnity.  Subject to section 8(c) (Conditions for Indemnification Obligations), for paying Customers, Bumblebee will defend Customer and its Affiliates for any and all third party claims alleging the Platform Services (as provided by Bumblebee, provided such are used in accordance with the Documentation and such claim is not related to Customer’s connection or use with Third Party Applications) infringe upon third party intellectual property rights (“Infringement Claim”). Bumblebee will indemnify Customer for any costs, attorney’s fees, and damages incurred for such Infringement Claim awarded by a Court or paid by Bumblebee in accordance with a settlement signed by Bumblebee. Notwithstanding the foregoing, Bumblebee will have no liability for an Infringement Claim arising out of: (i) the combination or use of the Platform Services with third-party equipment, devices, or software, including the Customer Cloud if such Infringement Claim would not have occurred except for such combination or use; (ii) any use of the Platform Services not permitted herein in through the Documentation. In the event of an Infringement Claim, Bumblebee, in its sole discretion may choose to: (i) replace or modify the infringing portion of the Platform Services to make such non-infringing and offer substantially equivalent functionality; (ii) procure the right for Customer to continue using the infringing portion of the Platform Services; or (iii) if Bumblebee cannot do (i) or (ii), it may choose to terminate the Agreement and refund to you any pro-rata prepaid Fees for Platform Services not yet provided. THE FOREGOING CONSTITUTES BUMBLEBEE’S SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS.  

3. Conditions for Indemnification Obligations. As a condition to either Party's (the "Indemnifying Party") obligation to indemnify the other Party (the "Indemnified Party") under this Agreement, the Indemnified Party will: (i) provide the Indemnifying Party with prompt written notice of any claim that would give rise to liability of the Indemnifying Party under this Agreement, provided that failure to timely give such notice will not relieve the Indemnifying Party of its obligations to the extent that such failure does not materially prejudice the Indemnifying Party's ability to defend or settle such claim without liability; (ii) tender sole control of the defense and settlement of such claim to the Indemnifying Party; and (iii) provide the Indemnifying Party, at the Indemnifying Party's expense, with such assistance as the Indemnifying Party may reasonably request.

9.    Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, NEITHER PARTY WILL HAVE ANY LIABILITY FOR LOST PROFITS, LOST DATA OR CORRUPTION OF DATA, LOST SAVINGS AND LOST REVENUES, LOST GOODWILL, INACCURATE OR UNEXPECTED OUTPUT FROM THE SERVICES, OR ANY  INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING  AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF EITHER PARTY EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT AN ACTION IS CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY.

10.  Miscellaneous

1. Amendment; Modification; Waiver. This Agreement may not be amended, modified, or any rights waived except in a signed writing executed by the Parties. Any failure by a Party to enforce any of the terms herein shall not constitute a waiver thereof or of any other terms.

2. Publicity. Customer hereby grants to Bumblebee a non-exclusive, worldwide, royalty-free license to use its logo, company name, customer use case, customer feedback, etc. for any business purpose.

3. Notices. All notices to a Party hereunder shall be in writing, and delivered by certified mail, return receipt requested, overnight courier service, or by facsimile with confirmation by the above described mailing methods to the address set forth above, or to a different address which a Party may give written notice of pursuant to this section from time to time. A copy of all notices for Bumblebee shall be sent to the address above and contact@hirebumblebee.com, ATTN: LEGAL NOTICE. Notices to Customer shall be sent to the contact information set forth in Customer’s User Account.

4. Assignment. Neither Party may transfer, assign, delegate, or sublicense their rights and obligations (“Assign”) under this Agreement in whole or in part, without the prior written consent of the other party; however, either Party may Assign its rights and obligations under this Agreement to any successor in interest in the event of a merger, acquisition, or sale of substantially all of its assets. Notwithstanding the foregoing, Customer will not Assign its rights and obligations under this Agreement to any competitor of Bumblebee without Bumblebee’s prior written consent. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, trustees, administrators, and assigns.

5. Independent Contractors. The Parties are acting as independent contractors. Neither Party shall have the ability to bind the other Party. 

6. No Third Party Beneficiaries. No third party is a beneficiary of this Agreement.  

7. Severability. If any term of this Agreement is held to be invalid or unenforceable, such provision will only be ineffective to the extent of such unenforceability, all other provisions and portions thereof of this Agreement will not be affected thereby and will remain valid and enforced to the fullest extent permitted by law.

8. Export Compliance. Customer represents and warrants it is not in any US government lists of persons and entities (nor controlled by such) from which US persons or entities are prohibited from entering into transactions with. Customer further represents and warrants it will not permit access or use of any of the Services in any country subject to a trade embargo or prohibition or otherwise use the Services in a way that would cause Bumblebee to violate applicable laws, including those related to trade embargoes, export, sanctions, or other such prohibitions. 

9. Choice of Law and Binding Arbitration.  This Agreement will be governed by and construed in accordance with the laws of the state of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any dispute arising out of or relating to this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in San Francisco, California under the Rules for Commercial Arbitration of the American Arbitration Association, by one arbitrator reasonably familiar with the business pertaining to the Services, appointed in accordance with such Rules. The arbitrator shall apply the laws of the California to the merits of any dispute or claim. Judgment on the award entered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the Parties may apply to any court having jurisdiction for a temporary restraining order, preliminary injunction, specific performance, or other interim or conservatory relief, without any abridgment of the power of the arbitrator.  

10. Jury Trial & Class Action Waiver. EACH PARTY ACKNOWLEDGES AND AGREES TO WAIVE ITS RIGHT TO A TRIAL BY JURY. EACH PARTY AGREES THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN SUCH PARTY AND THE OTHER PARTY INDIVIDUALLY AND ACKNOWLEDGES AND AGREES THAT IT IS WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both Parties otherwise agree, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative class arbitration proceeding. For clarity, in all events, the Parties agree the application of law will be without regard to conflict of law rules and principles and the UN Convention on Contracts for the International Sale of Goods will not apply.

11. Force Majeure. Any failure or delay by Bumblebee in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of Bumblebee.

12. Entire Agreement; Conflict. This Agreement together with the Order Forms contains the final and entire agreement between the parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the Agreement's subject matter. 

13. Modifications to Agreement. Bumblebee may modify this Agreement (including any Exhibit hereto) at any time by posting a modified version to this page with an updated Last Updated date. By continuing to use the Services after such Last Updated Date, you agree to be bound by the modified version of this Agreement.