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1. Definitions

1.1. “Customer Data” means all data, content, recordings, transcripts, and other materials uploaded to, processed by, or generated through the Services on the Customer’s behalf. Customer Data does not include Usage Data.

1.2. “Usage Data” means aggregated data about how the Services are used, such as feature adoption, system performance, and usage patterns, from which all identifiers have been irreversibly removed such that neither Harmony nor any third party can, by any means reasonably likely to be used, identify the Customer, any User, or any other individual. Usage Data does not include pseudonymized data.

1.3. “Users” means individuals authorized by the Customer (such as employees, contractors, or agents) to access and use the Services under the Customer’s account for the Customer’s internal business purposes. Users do not include any third party for whom such access is provided as a paid service.

1.4. “Order Form” means any ordering document, online subscription selection, or statement of work executed by the parties that references this Agreement and specifies the Services, fees, and subscription term.

1.5. “Subscription Term” means the period during which the Customer has paid access to the Services, as specified in the Order Form or selected during account creation.

1.6. “AI Outputs” means content generated by the Services using artificial intelligence, including summaries, action items, transcripts, scorecards, and analytics.

1.7. “Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

1.8. “Documentation” means the then-current product documentation for the Services published by Harmony at heyharmony.com and made available within the Services. Harmony may update the Documentation from time to time, provided that no update will materially reduce the functionality of the Services during a Subscription Term except in accordance with Section 2.4.

1.9. “Credit Period” means the recurring period for which Credits are allocated to the Customer, as specified in the Order Form. Where an Order Form does not specify a Credit Period, the Credit Period is one calendar month.

2. Services and access

2.1. Harmony grants the Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term, solely for the Customer’s internal business purposes and in accordance with this Agreement.

2.2. The Customer may authorize Users to access the Services under the Customer’s account. The Customer is responsible for all activity under its account, including ensuring that Users comply with this Agreement.

2.3. Account credentials are confidential. The Customer must not share them with unauthorized persons and must notify Harmony promptly of any unauthorized access.

2.4. Harmony may update, modify, or discontinue features of the Services from time to time. Where a change materially reduces the functionality the Customer is paying for, Harmony will provide at least 30 days’ notice.

2.5. Service warranty.

(a) Harmony warrants that during the Subscription Term the Services will perform materially in accordance with the Documentation.

(b) If the Services do not so perform, the Customer must notify Harmony in writing, with reasonable detail, within 30 days of becoming aware of the non-conformity. Harmony will use commercially reasonable efforts to correct it. If Harmony has not corrected a material non-conformity within 30 days of that notice, the Customer may terminate the affected Services on written notice and receive a pro-rata refund of prepaid fees for the unused remainder of the Subscription Term. This is the Customer’s exclusive remedy and Harmony’s entire liability for breach of the warranty in (a).

(c) The warranty in (a) does not apply to trial periods under Section 4, or to any non-conformity caused by Customer Data, the Customer’s systems, networks or third-party services, modifications not made by Harmony, or use of the Services other than in accordance with this Agreement and the Documentation.

(d) Except as expressly stated in (a), and to the fullest extent permitted by applicable law, the Services are provided without warranties of any kind, whether express, implied or statutory, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement.

(e) No availability commitment, uptime guarantee or other service level applies to the Services unless an SLA Schedule is attached to the applicable Order Form, in which case the service levels stated in that SLA Schedule apply to the Services identified in it.

2.6. Harmony may perform its obligations under this Agreement through members of its corporate group and through subcontractors. Harmony remains responsible for performance in accordance with this Agreement. The engagement of sub-processors for the processing of personal data is governed exclusively by the DPA.

2.7. The Customer will provide the cooperation reasonably required for the provision of the Services, including maintaining accurate account and billing information, ensuring that its own systems, networks, devices and third-party services meet the requirements stated in the Documentation, and notifying Harmony without undue delay, and with reasonable detail, of any defect or disruption of the Services.

3. Use restrictions

The Customer must not, and must ensure that its Users do not:

3.1. reverse engineer, decompile, or attempt to extract the source code of the Services, except where applicable law expressly permits it;

3.2. sublicense, resell, or make the Services available to any third party, except to authorized Users;

3.3. use the Services to develop a competing product or service;

3.4. circumvent any usage limits, authentication mechanisms, or security measures;

3.5. introduce malicious code, interfere with the integrity or performance of the Services, or use them in a way that degrades the experience for other customers;

3.6. use the Services

(i) in violation of applicable law, including but not limited to data protection law, recording consent laws, laws prohibiting AI practices, and copyright and other intellectual property laws;

(ii) in any manner that infringes, misappropriates or violates any person’s rights; or

(iii) from any jurisdiction subject to applicable trade restrictions, sanctions or other laws that would make such use or attempted use illegal under applicable law;

3.7. use the Services to conduct covert surveillance of employees, contractors, or any individuals without their knowledge and informed consent, or to record conversations in any jurisdiction where recording is prohibited regardless of consent;

3.8. use the Services to process the personal data of children under 16, or under any higher age threshold required by applicable law;

3.9. use the Services to discriminate against individuals based on race, ethnicity, gender, religion, disability, sexual orientation, age, or any other protected characteristic, including through AI-generated scorecards, analytics, or performance metrics, or to infer the emotions of a natural person in the workplace;

3.10. use the Services to create AI-generated content that impersonates individuals, fabricates statements, or misrepresents what was said in a conversation;

3.11. use the Services to generate, store, or transmit content that is unlawful, defamatory, threatening, or harassing, or to send unsolicited communications, spam, or bulk messages in violation of applicable anti-spam laws;

3.12. use the Services to process protected health information unless the Customer has executed a Business Associate Agreement with Harmony, or to process data subject to sector-specific regulatory requirements (including PCI-DSS or equivalent) unless the Customer has confirmed with Harmony that appropriate safeguards are in place;

3.13. upload or process data that the Customer does not have the legal right to possess, use, or share; or

3.14. attempt to use the Services in any of the above ways under this Section 3, whether or not successful in achieving the prohibited consequence or outcome.

3.15. Repeated or material violation of this Section 3 is a material breach of this Agreement. Harmony may remove or disable access to content that violates this Section and may suspend access under Section 11; where practicable, Harmony will provide notice before taking enforcement action. Suspected violations may be reported to [email protected].

4. Trial period and beta features

4.1. Harmony may offer a trial period at no charge. During the trial, the Services are provided “as is” with no warranties or service commitments.

4.2. Either party may end the trial at any time. If the Customer does not subscribe to a paid plan before the trial expires, Harmony may suspend or delete the account and associated Customer Data after 30 days’ notice.

4.3. Harmony may make beta, preview, early-access or similar features available, identified as such, at no additional charge. Beta features are provided as is for evaluation purposes, may be modified, suspended or discontinued at any time without notice, are excluded from the service warranty in Section 2.5 and from any SLA Schedule, and may not be described in the Documentation. Sections 5, 6 and 8 apply to Customer Data processed through beta features.

5. Customer Data

5.1. The Customer retains all rights, title, and interest in Customer Data. Harmony acquires no ownership rights over Customer Data.

5.2. The Customer grants Harmony a limited, non-exclusive license to use, process, store, and transmit Customer Data solely to provide and maintain the Services. This license terminates upon termination of this Agreement, subject to Section 19.

5.3. Harmony may use Usage Data to operate, improve, and develop the Services, generate benchmarks, and produce analytics. Harmony will not attempt, and will not permit any third party to attempt, to re-identify Usage Data or to combine it with other data for the purpose of identifying the Customer, any User, or any other individual. This right survives termination of this Agreement.

5.4. Customer Data belonging to one Customer is never shared with or made accessible to another Customer.

5.5. The Services may store voice recordings, transcripts, AI Outputs, and associated metadata. The Customer may configure data retention periods and delete Customer Data at any time through the Services. Details of stored data types and default retention periods are set out in the DPA.

6. AI processing and outputs

6.1. The Services use artificial intelligence to generate transcripts, summaries, action items, scorecards, analytics, and other AI Outputs. The Customer owns all AI Outputs generated from their Customer Data.

6.2. Harmony does not use Customer Data to train AI models. This applies to both Harmony’s own models and those of third-party AI providers used to deliver the Services. Harmony maintains contractual commitments with its AI providers prohibiting the use of Customer Data for model training.

6.3. AI Outputs are generated algorithmically and may contain inaccuracies. AI Outputs are provided for informational purposes and should not be used as the sole basis for decisions with legal, employment, financial, or other significant consequences. The Customer is responsible for reviewing and validating AI Outputs before acting on them.

6.4. The Services must not be used to make fully automated decisions that produce legal effects or similarly significant effects on individuals, without meaningful human review. Where the Customer uses AI Outputs for performance evaluation, scoring, or assessment of individuals, the Customer is responsible for ensuring appropriate human oversight in accordance with applicable law.

6.5. Harmony maintains a zero-data-retention policy with third-party AI model providers used to process Customer Data. Customer Data sent to such providers for processing is not stored by those providers beyond the duration of the processing request.

6.6. For the purposes of Regulation (EU) 2024/1689 (the “EU AI Act”), Harmony is the provider of the AI system underlying the Services and the Customer is the deployer, and the obligations of each party apply as and when the corresponding provisions of that Regulation become applicable. Neither party may use, place on the market, put into service, or permit the use of the Services for a practice prohibited by Article 5 of that Regulation. Where the Customer uses AI Outputs to evaluate or monitor workers, the Customer carries the deployer obligations under Article 26 of that Regulation, including using the system in accordance with its instructions for use, assigning human oversight to persons with the competence and authority to exercise it, and informing affected workers and their representatives before the system is put into use.

6.7. Where the Customer uses the Services for a purpose other than the intended purpose described in the Documentation, or modifies or uses the Services in a manner by which the underlying AI system becomes a high-risk AI system, the Customer is the provider of that system under Article 25 of Regulation (EU) 2024/1689 and assumes the corresponding obligations.

6.8. The Services do not infer emotions from biometric data. Where the Services derive sentiment or similar indicators, they do so from transcript text and not from vocal, acoustic or other biometric characteristics.

6.9. The Services are model-agnostic. Harmony may add, replace or remove the artificial intelligence models or model providers used to deliver the Services, provided that any replacement offers materially equivalent or better overall quality and, where personal data is concerned, the change is made in accordance with the sub-processor provisions of the DPA. The Customer acknowledges that AI Outputs may vary over time, including as a result of model changes, and that such variation is not of itself a defect or a material reduction of functionality for the purposes of Section 2.4.

7. Recording and consent

7.1. The Services may record, transcribe, and analyze conversations involving the Customer’s Users and third-party participants. The Customer is solely responsible for obtaining all necessary consents and providing all required notices to participants before recording, in compliance with applicable laws, including two-party consent laws, wiretapping statutes, and data protection regulations. The Customer must respect any participant’s request not to be recorded and must stop recording promptly if consent is withdrawn.

7.2. Harmony provides in-product tools to assist with consent notification. The availability of such tools does not transfer legal responsibility for consent from the Customer to Harmony.

7.3. The Customer shall indemnify Harmony against any claims arising from the Customer’s failure to obtain required recording consents.

8. Data protection

8.1. Harmony processes personal data contained in Customer Data as a data processor on behalf of the Customer (as data controller). The terms of such processing are set out in the Data Processing Agreement, which is incorporated into this Agreement by reference.

8.2. Harmony maintains a list of sub-processors used to deliver the Services, available at security.heyharmony.com. Harmony will notify the Customer by email at least 30 days before engaging a new sub-processor. If the Customer reasonably objects to a new sub-processor within that 30-day period, the parties will work in good faith to resolve the objection. If no resolution is reached, the Customer may terminate the affected Services without penalty.

8.3. Harmony stores and processes Customer Data in the regions and locations set out in the Data Processing Agreement. Harmony will not transfer Customer Data outside those locations except as disclosed in the Data Processing Agreement or with the Customer’s prior (and, where applicable, ongoing) consent.

9. Fees and payment

9.1. The Customer will pay the fees specified in the applicable Order Form or as selected during account creation. All fees are quoted exclusive of applicable taxes unless stated otherwise.

9.2. Fees are invoiced in advance for each Subscription Term. Payment is due within 14 days of invoice date, unless otherwise specified in the Order Form.

9.3. If the Customer fails to pay any amount when due, Harmony may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) and, after 15 days’ written notice, suspend access to the Services until payment is received.

9.4. Except as expressly stated in this Agreement, all fees are non-refundable.

9.5. The Services include consumable units (“Credits”) for artificial intelligence functionality, including Companion queries, AI-generated summaries, scorecards, action items, and workflow automations. Credit entitlements are determined by the Customer’s plan or Order Form. Where an Order Form specifies Credit consumption rates, those rates apply for the Subscription Term set out in that Order Form and Harmony will not change them during that term. Otherwise, Credits are consumed upon use at the rates notified to the Customer in writing when the subscription is purchased, which Harmony may update on at least 30 days’ written notice; any such update takes effect at the start of the Customer’s next Credit Period.

9.6. Credits are allocated for each Credit Period. Credits expire at the end of the Credit Period for which they were allocated and do not roll over. Unused Credits are forfeited without refund or extension. Credits may not be resold, transferred, or assigned.

9.7. If the Customer exhausts its Credit allocation before the end of a Credit Period, additional Credits may be purchased at the rates specified in the Order Form or otherwise notified to the Customer in writing. Such purchases take immediate effect, are non-refundable, and expire at the end of the Credit Period in which they were purchased.

9.8. The Customer must not open multiple accounts, share credentials beyond purchased seats, or otherwise circumvent Credit, recording, or usage limits applicable to its plan. Harmony may suspend accounts that violate these restrictions under Section 11.

10. Subscription Term and renewal

10.1. The Subscription Term begins on the date specified in the Order Form or upon account creation and continues for the period selected by the Customer.

10.2. The Subscription Term will automatically renew for successive periods equal to the original term, unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

10.3. Harmony may adjust fees for any renewal term by providing at least 60 days’ written notice before the start of that renewal term.

11. Suspension

11.1. Harmony may suspend the Customer’s access to the Services, in whole or in part, if:

(a) the Customer is in material breach of this Agreement and has not cured the breach within 15 days of written notice;

(b) the Customer’s use of the Services poses a security risk to Harmony or other customers;

(c) suspension is required by law, regulation, or court order.

11.2. Harmony will provide advance notice of suspension where reasonably practicable and will restore access promptly once the issue is resolved.

11.3. Suspension does not relieve the Customer of its payment obligations for the remainder of the Subscription Term.

12. Intellectual property

12.1. Harmony retains all rights, title, and interest in the Services, including all software, APIs, documentation, designs, trademarks, and underlying technology. Nothing in this Agreement transfers any intellectual property rights from Harmony to the Customer, except the limited access rights granted in Section 2.

12.2. If the Customer or any User provides feedback, suggestions, or recommendations regarding the Services (“Feedback”), the Customer assigns to Harmony all right, title, and interest in such Feedback. Harmony may use Feedback for any purpose without obligation to the Customer.

12.3. Harmony will defend the Customer against any third-party claim alleging that the Customer’s authorized use of the Services infringes that third party’s intellectual property rights, and will indemnify the Customer against any damages finally awarded or settlement amounts agreed. This obligation does not apply to claims arising from Customer Data, Customer’s modifications, or use of the Services in combination with products not provided by Harmony.

12.4. If the Services become, or in Harmony’s reasonable opinion are likely to become, the subject of an infringement claim, Harmony may at its option: (a) obtain the right for the Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Services and refund any prepaid fees for the unused portion of the Subscription Term.

13. Confidentiality

13.1. Each party will protect the other party’s Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

13.2. Confidential Information may only be disclosed to employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as this section.

13.3. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

13.4. A party may disclose Confidential Information if required by applicable law or regulation, or court order having effect under applicable law, provided it gives the other party reasonable prior notice where legally permitted, so the disclosing party may seek a protective order.

13.5. Confidentiality obligations survive for 3 years after termination of this Agreement. For trade secrets, obligations continue for as long as the information remains a trade secret under applicable law.

14. Limitation of liability

14.1. Except for the obligations listed in Sections 14.2 and 14.3, each party’s total aggregate liability under or in connection with this Agreement (whether arising in contract, tort (including negligence) or otherwise) will not exceed the total fees paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the claim.

14.2. Each party’s total aggregate liability for claims arising from breach of data protection obligations (Section 8 and the DPA) or breach of confidentiality (Section 13) will not exceed the total fees paid or payable by the Customer in the 24 months immediately preceding the event giving rise to the claim.

14.3. The limitations in Sections 14.1 and 14.2 do not apply to: (a) Harmony’s IP indemnification obligations under Section 12.3; (b) the Customer’s indemnification obligations under Section 15.1; (c) the Customer’s payment obligations; (d) either party’s liability for death or personal injury caused by negligence; (e) either party’s liability for fraud or fraudulent misrepresentation; or (f) any liability that cannot be excluded or limited under applicable law.

14.4. Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, business, or anticipated savings, regardless of whether such damages were foreseeable or whether either party was advised of the possibility of such damages. This exclusion does not apply to the uncapped liabilities in Section 14.3.

14.5. Except for claims within Section 14.3, neither party may bring a claim under or in connection with this Agreement more than 12 months after the date on which the event giving rise to the claim occurred, or the date on which the claimant became aware of it, whichever is later. This Section 14.5 does not apply where applicable law does not permit a limitation or prescription period to be shortened by contract.

15. Customer indemnification

15.1. The Customer will defend, indemnify, and hold harmless Harmony against any third-party claims arising from:

(a) Customer Data, including any claim that Customer Data infringes a third party’s rights;

(b) the Customer’s failure to obtain required consents for recording, transcription, or AI processing of conversations;

(c) the Customer’s use of AI Outputs in a manner that violates applicable law, including use for automated decision-making without adequate human oversight;

(d) the Customer’s breach of this Agreement or applicable law.

16. Indemnification process

16.1. The indemnification obligations in Sections 12.3 and 15.1 are subject to the following conditions: the indemnified party must (a) promptly notify the indemnifying party of the claim in writing; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense.

16.2. The indemnified party may participate in the defense at its own expense. The indemnifying party may not settle any claim in a manner that admits fault on behalf of, or imposes obligations on, the indemnified party without its prior written consent.

17. Term

17.1. This Agreement begins on the date the Customer first accepts it or accesses the Services, and continues until all Subscription Terms have expired or the Agreement is terminated.

17.2. Each Subscription Term renews automatically as described in Section 10.2.

18. Termination

18.1. Either party may choose not to renew a Subscription Term by providing written notice at least 30 days before the end of the current term, as described in Section 10.2.

18.2. Either party may terminate this Agreement immediately upon written notice if the other party:

(a) commits a material breach and fails to cure it within 30 days of written notice specifying the breach; or

(b) becomes insolvent, files for bankruptcy, or enters liquidation or receivership.

18.3. If Harmony makes a material change to this Agreement that reduces the Customer’s rights, the Customer may terminate the affected Services within 30 days of receiving notice of the change.

18.4. Where Harmony has the right to terminate under Section 18.2, it may instead choose to suspend Services under Section 11. Suspension does not waive Harmony’s right to subsequently terminate.

19. Effect of termination

19.1. If the Customer terminates for cause under Section 18.2, Harmony will refund any prepaid fees covering the unused portion of the Subscription Term. If Harmony terminates for cause, no refund is owed and any outstanding fees become immediately due.

19.2. Following termination or expiry of the Agreement, Harmony will make Customer Data available for export for 30 days and will permanently delete all Customer Data no later than 90 days after termination or expiry, except where retention is required by applicable law. Customer Data is exportable in a standard machine-readable format; the Customer is responsible for completing its export within that 30-day period (the “Export Period”).

19.3. The deletion obligation in Section 19.2 does not apply to Usage Data. Customer Data contained in routine backups is deleted in accordance with Harmony’s standard backup rotation schedule and in any event no later than 90 days after termination or expiry.

19.4. Upon the Customer’s written request, Harmony will confirm deletion of Customer Data in writing.

19.5. The following sections survive termination of this Agreement: Definitions, Sections 5.3, 6.2, 12, 13, 14, 15, 16, 19, 20, 21, and 22.

20. Governing law

20.1. If the Customer contracts with Harmony Global Inc., this Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws provisions.

20.2. If the Customer contracts with Harmony Labs Limited, this Agreement is governed by the laws of Ireland, without regard to its conflict of laws provisions.

20.3. An Order Form or Country Addendum may specify a different governing law for the Agreement, in which case that specification applies in place of Sections 20.1 and 20.2.

21. Dispute resolution

21.1. If the Customer contracts with Harmony Global Inc., any dispute arising out of or relating to this Agreement will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, held in Wilmington, Delaware. The arbitrator’s award is final and enforceable in any court of competent jurisdiction.

21.2. The Customer may opt out of the arbitration provision by delivering written notice to Harmony within 30 days of first accepting this Agreement. The notice must be sent to [email protected] and must include the Customer’s name, account identifier, and a clear statement of intent to opt out. If the Customer opts out, disputes will be resolved in the state or federal courts located in Wilmington, Delaware, and both parties consent to the exclusive jurisdiction of those courts.

21.3. To the fullest extent permitted by applicable law, all disputes must be brought in the parties’ individual capacity, not as a plaintiff or class member in any class, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding.

21.4. If the Customer contracts with Harmony Labs Limited, any dispute arising out of or relating to this Agreement will be resolved by the courts of Ireland, and both parties consent to the exclusive jurisdiction of those courts.

21.5. Before initiating any formal proceedings, the disputing party must send the other party a written notice describing the dispute in reasonable detail. The parties will attempt in good faith to resolve the dispute within 30 days of such notice. Neither party may commence arbitration or court proceedings before the expiration of this 30-day period.

21.6. An Order Form or Country Addendum may specify a different forum for the resolution of disputes, in which case that specification applies in place of Sections 21.1 to 21.4, and the provisions of this Agreement concerning arbitration and the waiver of class or representative proceedings do not apply.

22. General provisions

22.1. Harmony may modify this Agreement by providing at least 30 days’ written notice (by email or notice within the Services). Continued use of the Services after the effective date constitutes acceptance. If a modification materially reduces the Customer’s rights or materially increases the Customer’s obligations, the Customer may terminate the affected Services within 30 days of the notice without penalty and receive a pro-rata refund. Where the Customer has an executed Order Form, the version of this Agreement in effect on the date that Order Form was executed governs for the remainder of the then-current Subscription Term, except for changes required by applicable law or reasonably necessary to address a security risk.

22.2. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

22.3. Neither party will be liable for any delay or failure to perform resulting from events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, power or internet outages, or failures of third-party infrastructure. The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected Services.

22.4. If any provision of this Agreement is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

22.5. A party’s failure to enforce any right under this Agreement is not a waiver of that right.

22.6. This Agreement, together with any Order Form (including any SLA Schedule) and the DPA, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, proposals, and representations.

22.7. All notices under this Agreement must be in writing and sent to the email address associated with the Customer’s account (for notices to the Customer) or to [email protected] (for notices to Harmony). Notices are deemed received on the business day following transmission.

22.8. Any general terms and conditions, purchase conditions or similar standard terms of the Customer do not apply to this Agreement and are expressly excluded, unless Harmony has expressly agreed to their application in writing. This applies even where Harmony performs with knowledge of such terms, and to terms referenced in a purchase order, vendor portal, supplier onboarding form or similar document.

22.9. Each party represents that neither it nor any of its officers or directors is a person with whom dealings are prohibited or restricted under sanctions administered by the United Nations, the European Union, Ireland, the United Kingdom or the United States, and each party will comply with applicable export control and sanctions laws in the performance of this Agreement.