Subscription and Service Agreement

This Service Agreement (“Agreement”) is entered into between the service provider (“we,” “our,” or “us”) and the customer (“you” or “your”). By using our services, you agree to the terms outlined in this Agreement, which govern your access to and use of the services we provide.

This Agreement establishes the responsibilities, rights, and obligations of both parties to ensure clear understanding and mutual benefit. By entering into this Agreement, you acknowledge that you have read, understood, and agreed to its terms.

1         Subscription

The Company shall provide you with the subscription for Automatrix Dealer Management System a highly customizable modular Software as a Service that a enables dealer makes better strategic decisions, see the selected modules further described in the Subscription Invoice, attached to this agreement (the “Software as a Service”).

2         Software Deliverables and License Grant

2.1         Software Provided

Unless otherwise agreed upon in any Statement of Work, license agreement, or technology agreement, if the Company provides specific requirements that necessitate the use of the Company’s DMS software—beyond the standard equipment or hardware required to access the services—then the Company shall provide you with access to or a copy of the Software as a Service platform.

2.2         Object Code Only

The Company will be required to provide Software as a Service in url format only.

2.3         Software License Grant

The Company hereby grants to you a non-exclusive, nontransferable worldwide license to

  1. Company grants youthe right to use the Software as a Service provided under this agreement to the extent necessary for you to obtain the full benefit of the services.,
  2. use to the extent necessary for youobtain the benefit of the relevant Software as a Service, any documentation regarding the provided Software as a Services, and
  3. make use in multiple instance of the Software as a Service and documentation for you’s internal use.

2.4         Termination of License Grant

you’s license to use of the Software as a Service and the related documentation will expire or terminate on the expiration or termination of the applicable Subscription upon its term or breach.

2.5         Third Party Software

If any Software as a Service are licensed to Company by a third party provider, you shall be bound by any different or additional conditions that are required by the third party provider that Company communicates to you in writing.

2.6         Restrictions

Neither you, nor any of its Subsidiaries, Affiliates, or agents, will

  1. sell, lease, license, or sublicense a Software as a Service license,

  1. decompile, disassemble, or reverse engineer a Software as a Service, in whole or in part, unless any of these restrictions are prohibited by Law,
  2. allow any one other than its employees to access the Software as a Service,
  3. use a Software as a Service to provide processing services to third parties,
  4. otherwise use a Software as a Service on a “service bureau” basis, or
  5. provide, disclose, divulge, make available to, or permit the use of a Software as a Service by any third party unless the Company consents in writing.

2.7         Markings and Notices

you will not remove any copyright notices, proprietary markings, trademarks, or trade names from any Software as a Service or documentation.

2.8         As-Is Warranty

The Software as a Service and documentation are provided “as-is”.

2.9         No Implied Warranty

The Company makes no warranties whatsoever, express or implied, regarding any Software as a Service or related documentation, including no warranty or merchantability or fitness for any particular purpose.

3         Fees

you shall pay the Company a monthly subscription fee of previously agreed (the “Subscription Fee”) for the Software as a Service provided under this agreement.

4         Commitment Fee

Upon execution of this Agreement and commencement of the Scope of Work, you agrees to pay a deposit of previously agreed of the total project fee as outlined in the Statement of Work. This deposit is non-refundable and is intended to secure the Company’s commitment to the project and cover initial costs.

Once the Scope of Work has commenced, regardless of any future termination or suspension of the Agreement by either party, the deposit will not be refunded under any circumstances.

5         Payment

you shall pay the Subscription Fee to the Company

  1. due on 1th of each month,
  2. in immediately available funds,
  3. preferred method of payment is bank ACH (setup autopay), and
  4. all credit card payments carry a 3% processing fee.

6         Taxes

Payment amounts under this agreement do not include taxes, and the Company shall pay all Taxes applicable to payments between the parties under this agreement.

7         Interest on Late Payments

Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1% per month (12.68% annually) or the maximum allowed by Law, whichever is less.

8         Service Levels

8.1         Applicable Levels

The Company shall provide the Service to you with a System Availability of at least 98% during each calendar month.

8.2         System Maintenance

The Company may

  1. take the Service offline for scheduled maintenances that it provides youthe schedule for in writing (though this scheduled maintenance time will not count as System Availability), and
  2. change its schedule of maintenances on one month written notice to you.

8.3         System Availability Definition

  1. Percentage of Minutes per Month. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational.
  2. Not Included in “System Availability. “System Availability” will not include any minutes of downtime resulting from
  3. scheduled maintenance,
  4. events of force majeure,
  5. malicious attacks on the system,
  6. issues associated with you’s computing devices, local area networks or internet service provider connections, or
  7. The Company’s inability to deliver services because of you’s acts or omissions.

9         Representations

9.1         Mutual Representations

  1. Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
  2. Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
  3. Execution and Delivery. The parties have duly executed and delivered this agreement.
  4. Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
  5. No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.
  6. No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under
  7. its articles, bylaws, or any unanimous shareholders agreement,
  8. any Law to which it is subject,
  9. any judgment, Order, or decree of any Governmental Authority to which it is subject, or
  10. any agreement to which it is a party or by which it is bound.
  11. Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to
  12. own, lease, and operate its properties, and
  13. conduct its business as it is now carried on.
  14. No Disputes or Proceedings. Except as disclosed in the parties respective Disclosure Schedules, There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
  15. No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

9.2         The Company’s Representations

  1. Disclosure Schedule. The Company’s Disclosure Schedule (if applicable) lists any exceptions to its representations.
  2. Ownership of Intellectual Property. Except as disclosed in The Company’s Disclosure Schedule. The Company’s
  3. is the owner of all Intellectual Property rights included in the Software and granted under in this agreement, and
  4. has the exclusive right to grant it under this agreement.
  5. Maintenance of Intellectual Property. The Company has properly maintained all its Intellectual Property rights licensed under this agreement, including paying all applicable registration and maintenance fees.
  6. No Prior Grant or Transfer. The Company has not granted and is not obligated to grant any license to any third party that would conflict with the Scope of Work under this agreement
  7. No Infringement. To The Company’s Knowledge, The Software does not infringe the Intellectual Property rights or other rights of any third party.
  8. No Third Party Infringement. Except as disclosed in The Company’s Disclosure Schedule. To The Company’s Knowledge, no third party is infringing its Intellectual Property rights in the Software.
  9. Not in Public Domain. The Software is not in the public domain.

10       User Obligations

10.1       Hardware Obligations

you shall be responsible for

  1. obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and
  2. paying all third party access charges incurred while using the Service.

10.2       Anti-Virus Obligations

you shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively “Viruses”).

10.3       Use of Services

 you shall

  1. abide by all local and international Laws and regulations applicable to its use of the Service,
  2. use the Service only for legal purposes, and
  3. comply with all regulations, policies and procedures of networks connected to the SaaS.

11       Use of Data

11.1       Purpose

The Company will use the you’s Data solely to fulfill the terms of this agreement and to provide its services. This may include tasks such as data migration. In certain instances, credentials and API keys may need to be disclosed to complete data extraction tasks and connect to various integration connectors.

11.2       Standard of Care

The Company shall exercise at least the same degree of care as it uses with its own data and Confidential Information, but in no event less than reasonable care, to protect you’s Data from misuse and unauthorized access or disclosure.

11.3       Safeguards Around Data

The Company shall use appropriate safeguards to protect you’s Data from misuse and unauthorized access or disclosure, including

  1. maintaining adequate physical controls and password protections for any server or system on which you’s Data is stored,
  2. ensuring you’s Data is not stored on any mobile device (for example, a laptop or smartphone) or transmitted electronically unless encrypted, and
  3. taking any other measures reasonably necessary to prevent any use or disclosure of you’s Data other than as allowed under this agreement.

11.4       Permitted Disclosure

The Company may disclose you’s Data only

  1. to the extent necessary, and
  2. to its officers, directors, employees, consultants, and representatives on a need-to-know basis.

11.5       Required Disclosure

If the Company is compelled by Law to disclose any of you’s Data, the Company shall notify you before disclosing the compelled Data.

11.6       Unauthorized Disclosure

  1. Report. Within three Business Days’ of Company becoming aware of any unauthorized use or disclosure of you’s Data, Company shall promptly report that unauthorized use or disclosure to you.
  2. Cooperation and Mitigation. Company shall cooperate with any remediation that you, in its discretion, determines is necessary to
  3. address any applicable reporting requirements, and
  4. mitigate any effects of such unauthorized use or disclosure of you’s Data.

11.7       Agents and Subcontractors

The Company shall ensure that any employees, agents, and representatives, including subcontractors, to whom it provides you’s Data agree to the same restrictions and conditions listed in this agreement.

12       Restricted Uses

you will not

  1. distribute, license, loan, or sell the Software or other content that is contained or displayed in it,
  2. modify, alter, or create any derivative works from the Software,
  3. reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software,
  4. remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

13       Use of Logos

you hereby grants the Company a non-exclusive, non-transferrable, non-sublicensable, and royalty-free license to use and reproduce you’s name, logos, and trademarks on the Company’s customer lists, advertising, and website.

14       Export Control Laws

Each party shall obtain all Permits necessary to and otherwise comply with all Laws on export control applicable to this agreement and all transactions contemplated under this agreement.

15       Compliance with Laws and Procedures

15.1       Compliance with Laws

Each party shall

  1. comply with all applicable Laws relating to “SUBJECT MATTER OF THE AGREEMENT”,
  2. keep records evidencing its compliance, and
  3. on the other party’s reasonable request, provide these records of compliance to the other party.

15.2       Compliance with Safety Procedures.

 Each party shall, when on the other party’s premises, comply with the other party’s reasonable safety requirements, policies, and procedures bearing on the performance of this agreement.

15.3       Notice of Non-Compliance

Each party shall notify the other party if it becomes aware of any non-compliance in connection with this section.

16       Confidentiality

16.1       Confidentiality Obligation

The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

16.2       Use Solely for Purpose

A receiving party may only use the Confidential Information according to the terms of this agreement and solely for the Purpose.

16.3       Non-Disclosure

A receiving party may not disclose Confidential Information, the existence of this agreement, the Transaction, or the Purpose to any third party, except to the extent

  1. permitted by this agreement
  2. the disclosing party consents to in writing, or
  3. required by Law.

16.4       Notice

A receiving party shall notify the disclosing party if it

  1. is required by Law to disclose any Confidential Information, or
  2. learns of any unauthorized disclosure of Confidential Information.

17       Ownership of Intellectual Property

The Company will retain all interest in and to the Software as a Service, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including the Company’s name, logos. and trademarks reproduced through the Service.

18       Termination

18.1       Termination on Notice

Either party may terminate this agreement for any reason on #TERMINATION NOTICE PERIOD# Days’ notice to the other party.

18.2       Termination for Material Breach

Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

  1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
  2. the failure, inaccuracy, or breach continues for a period of 15 Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.

18.3       Termination for Failure to Pay

The Company may terminate this agreement with immediate effect by delivering notice of the termination to you if you fails to pay the monthly Subscription Fee on time one times over any 12 month period.

19       Effect of Termination

19.1       Refund Amounts

The Company shall immediately refund to you any prepaid Subscription Fees covering the remainder of the term of all subscriptions after the effective date of termination.

19.2       Pay Outstanding Amounts

you shall immediately pay to the Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

19.3       Discontinuance of Use

you shall cease all use of the Service upon the effective date of the termination.

19.4       Recovery of Data

you will have 30 days from the date of termination to retrieve any of data that you wishes to keep.

20       Suspension of Subscription for Non-Payment

20.1       Right to Suspend

The Company may suspend its provision of the Software as a Service if you fails to timely pay a monthly Subscription Fee if

  1. within five Business Days’ of the payment being due, the Company notifies youof the failure to pay, and
  2. youdoes not make the payment within 15 Business Days’ after receiving The Company’s notice.

20.2       Resumption of Subscription

The Company shall resume providing the Software as a Service once you pays all outstanding Subscription Fees.

20.3       No Liability During Suspension

The Company will not be liable to you for any liabilities, claims, or expenses arising out of the suspension of the Software as a Service under this section.

21       Indemnification

21.1       Indemnification by the Company

  1. Indemnification for Infringement Claims. Subject to paragraph “EXCLUSIONS”, the Company (as an indemnifying party) shall indemnify you(as an indemnified party) against all losses and expenses arising out of any proceeding
  2. brought by  a third party, and
  3. arising out of a claim that the Services infringe the third party’s Intellectual Property rights.
  4. Qualifications for Indemnification. The Company will be required indemnify youunder paragraph “INDEMNIFICATION FOR INFRINGEMENT CLAIMS” only if
  5. you’s use of the Services complies with this agreement and all documentation related to the Services,
  6. the infringement was not caused by youmodifying or altering the Services or documentation related to the Services, unless  the Company consented to the modification or alteration in writing, and
  7. the infringement was not caused by youcombining the Services with products not supplied by the Company, unless the Company consented to the combination in writing.

21.2       Mutual Indemnification

Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

  1. brought by either a third party or an indemnified party, and
  2. arising out of the indemnifying party’s willful misconduct or gross negligence.

21.3       Notice and Failure to Notify

  1. Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall
  2. notify the indemnifying party of the indemnifiable proceeding, and
  3. deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
  4. Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.

21.4       Exclusive Remedy

The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section “INDEMNIFICATION”.

22       Amendment

This agreement can be amended only by a writing signed by both parties.

23       Assignment

 you may not assign this agreement or any of its rights or obligations under this agreement without the Company’s prior written consent. The Company may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to you,

  1. to any subsidiary or affiliate, or
  2. in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of the Company’s obligations.

24       Notices

  1. Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, (iv) fax, or (v) electronic mail to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.
  2. Receipt of Notice. A notice given under this agreement will be effective on
  3. the other party’s receipt of it, or
  4. if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.

25       AI Module Usage Disclaimer

The AI Module “SARA” Smart Assistance and Response AI, is an advanced technology designed to assist users by leveraging insights and trends within the industry. While we strive to ensure that SARA is trained on accurate, up-to-date information and business practices, it is important to recognize that AI is an evolving field. As such, SARA may occasionally produce inconsistent, incomplete, or inaccurate responses due to limitations inherent in emerging technologies or unforeseen changes in trends and data.

By using SARA, you acknowledge and agree that:

  1. No Guarantee of Accuracy:Automatrix does not guarantee the accuracy, reliability, or completeness of responses provided by SARA.
  2. Advisory Use Only:SARA’s outputs are advisory and should not be solely relied upon for critical business decisions or legal, financial, or compliance-related actions.
  3. Liability Waiver:Automatrix shall not be held liable for any direct, indirect, incidental, or consequential damages arising from the use of or reliance on SARA’s outputs.

We recommend independently verifying any critical information or consulting with qualified professionals where necessary. Your continued use of SARA constitutes acceptance of these terms.

26       Training and Support Disclaimer

The training and support services provided by the Company are intended to demonstrate the use of our products and services, including but not limited to assistance with accounting workflows and software utilization. These services do not constitute, and should not be interpreted as, professional accounting, tax, or financial advice.

While we may offer guidance on the application of our solutions in the context of your business operations, we do not assume the role of a certified accountant or tax advisor. It is your responsibility to consult with a qualified professional for specific tax, accounting, or financial advice tailored to your individual circumstances.

The Company expressly disclaims any liability arising from reliance on information provided during training or support sessions for accounting or tax matters.

27       Severability

If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

28       Waiver of Jury Trial

Each party hereby irrevocably waives its rights to trial by jury in any Action or proceeding arising out of this agreement or the transactions relating to its subject matter.

29       Force Majeure

A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is

  1. beyond the reasonable control of a party,
  2. materially affects the performance of any of its obligations under this agreement, and
  3. could not reasonably have been foreseen or provided against, but
  4. will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

30       Governing Law

This agreement shall be governed, construed, and enforced in accordance with the laws of the State of Florida, without regard to its conflict of laws rules.

31       Dispute Resolution

 Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

32       Attorney Fees

If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys’ fees) incurred in connection with the Action and any appeal from the losing party.

33       Arbitration

33.1       Informal Dispute Resolution

The parties shall cooperate to attempt to informally resolve any dispute arising out of this agreement before submitting the dispute to arbitration.

33.2       Arbitration Proceedings

Subject to the exceptions in the section, if the parties cannot resolve the dispute informally, the parties shall resolve any dispute arising out of this agreement, except for disputes involving claims for injunctive or other equitable relief, by binding arbitration by

  1. the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, or
  2. a panel of three arbitrators, one appointed by each party, and the third appointed by the first two arbitrators.

33.3       Failure to Appoint Arbitrators

The parties shall request the AAA to appoint one or more of the arbitrators, as applicable, if

  1. within 20 Business Days of either party requesting arbitration, the other party fails to appoint an arbitrator, or
  2. within 20 Business Days of the appointment of the second arbitrator, the first two arbitrators cannot agree on the appointment of a third arbitrator.

33.4       Arbitration Location

The parties shall submit their dispute to arbitration in the county in which you resides, unless the parties agree otherwise in writing.

33.5       Arbitration Fees

  1. The Company Pays Reasonable Fees. The Company shall pay you’s reasonable filing, administrative, and arbitrator fees, up to $250, and only if you’s claim in non-frivolous according to the standards listed in Federal Rule of Civil Procedure 11(b).
  2. Mutually Responsible for Additional Fees. After the $250, the Company is obligated to pay under paragraph “PARTY A PAYS REASONABLE FEES”, each party shall be responsible for paying any AAA filing, administrative, and arbitrator fees, according to AAA rules.

33.6       Arbitration Award

  1. Included in the Award. The arbitration award will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses.
  2. Entered in Any Competent Court. Any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.

33.7       Injunctive Relief

Notwithstanding anything in this section, either party may seek injunctive or other equitable relief from the courts for matters related to the confidentiality and non-disclosure obligations under sections “CONFIDENTIALITY OBLIGATIONS” and “NON-DISCLOSURE OF AGREEMENT” of this Agreement.

33.8       Class Actions

The parties’ shall bring any claims in their individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

34       Definitions

“Business Day” means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

“Confidential Information” has the same meaning in this agreement as the term has under the Non-Disclosure Agreement between the parties, if applicable, referenced in section “CONFIDENTIALITY OBLIGATIONS” and attached to this agreement.

“Data” means all of the data you creates with or uses with the Service, or otherwise related to you’s use of the Services.

“Disclosure Schedule” means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party.

“Effective Date” is defined in the introduction to this agreement.

“Governmental Authority” means

  1. any federal, state, local, or foreign government, and any political subdivision of any of them,
  2. any agency or instrumentality of any such government or political subdivision,
  3. any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and
  4. any arbitrator, court or tribunal of competent jurisdiction.

“Intellectual Property” means any and all of the following in any jurisdiction throughout the world

  1. trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,
  2. copyrights, including all applications and registrations related to the foregoing,
  3. trade secrets and confidential know-how,
  4. patents and patent applications,
  5. websites and internet domain name registrations, and
  6. other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

“Law” means

  1. any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and
  2. any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

“Legal Proceeding” means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

“License Grant” is defined in section “GRANT OF ACCESS AND USE OF SERVICE”.

“Order” means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.

“Permits” means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party’s business.

“Person” includes

  1. any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and
  2. any individual.

“Service” is defined in section “GRANT OF ACCESS AND USE OF SERVICE”.

“Subscription Fee” is defined in section “SUBSCRIPTION FEES”.

“Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

“Viruses” is defined in section “USER OBLIGATIONS”.