Effective as of the date of the applicable Order Form
Last updated: 11 June 2026
These Terms and Conditions (these “T&Cs”) govern the provision of professional services by Plume Design, Inc. (“Plume”) to the customer identified in the applicable order form (“Customer”). Each Order Form, together with these T&Cs and any Statement of Work (“SOW”) attached to or referenced in such Order Form, constitutes the entire “Agreement” between Plume and Customer. In the event of a conflict between these T&Cs and an Order Form or SOW, the Order Form or SOW controls solely with respect to the specific commercial terms (pricing, milestones, deliverable specifications) addressed therein; otherwise, these T&Cs govern.
By executing an Order Form or otherwise accepting delivery of Services, Customer agrees to be bound by these T&Cs.
1. DEFINITIONS
As used in these T&Cs, the following capitalized terms have the meanings set forth below:
- “Confidential Information” means any information, whether oral, visual, written, tangible, or intangible, disclosed to or learned by the receiving Party in connection with this Agreement that the disclosing Party designates as “confidential” or that the receiving Party knows or reasonably should know is confidential given the nature of the information or the circumstances of disclosure, including, without limitation, pricing, technical architecture, source code, trade secrets, customer lists, and business plans. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving Party; (ii) was in the receiving Party’s lawful possession without restriction before disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
- “Customer Branding” means Customer’s trademarks, trade names, logos, color schemes, and other brand elements incorporated into the White Label App pursuant to Section 12.
- “Deliverables” means all reports, software, configurations, integrations, data, documentation, and other materials specifically identified in an applicable SOW as deliverables to be provided by Plume to Customer.
- “Effective Date” means the date set forth in the applicable Order Form.
- “Feedback” means any suggestions, ideas, enhancement requests, or recommendations that Customer communicates to Plume regarding the Services or Plume’s products or technology.
- “IP Rights” means all patents (including applications, continuations, reissues, and extensions), inventions (whether patentable or not), copyrights, trade secrets, know-how, trademarks, domain names, database rights, moral rights, and all other intellectual property or proprietary rights recognized under applicable law in any jurisdiction.
- “Order Form” means the ordering document executed by the Parties that (i) identifies the specific Services purchased, (ii) incorporates these T&Cs by reference, and (iii) may attach or reference an SOW.
- “Parties” means Plume and Customer; individually each a “Party.”
- “Services” means the professional services described in the applicable SOW.
- “SOW” or “Statement of Work” means the document attached to or incorporated by reference in an Order Form that describes the Services and the specific scope, Deliverables, project timeline, milestones, technical requirements, and acceptance criteria for a particular engagement.
- “Plume Home” means Plume’s proprietary mobile application known as “Plume Home.”
- “Plume Studio” means Plume’s mobile app configuration and branding platform used to customize and deploy the White Label App.
- “White Label App” means a white-labeled version of Plume Home configured and branded by Customer through Plume Studio pursuant to Section 12, available solely to Customers who have purchased white label services under an applicable Order Form.
- “Work Product” has the meaning set forth in Section 5.2.
2. SERVICES
2.1 Scope of Services
Plume will perform the Services in a professional and workmanlike manner using trained personnel. Each SOW will specify: (a) a description of the Services; (b) Deliverables and acceptance criteria; (c) a project timeline and milestones; and (d) resource and staffing requirements.
2.2 Customer Cooperation
Customer shall provide Plume with timely access to Customer’s personnel, systems, data, and facilities as reasonably required for Plume to perform the Services. Plume’s ability to meet timelines and performance commitments is conditioned upon Customer’s timely cooperation. Plume will not be in breach of, nor liable for delays caused by, Customer’s failure to cooperate as required.
2.3 Subcontracting
Plume may perform the Services either directly or through subcontractors or affiliated entities of its choosing. Plume shall remain responsible for the overall delivery of the Services and shall ensure that any subcontractors engaged are bound by confidentiality obligations no less protective than those set forth in this Agreement.
2.4 Independent Contractor
The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, employment, or fiduciary relationship between the Parties. Neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
3. FEES; PAYMENT; TAXES
3.1 Fees
Customer shall pay Plume the fees set forth in the applicable Order Form in accordance with the payment schedule specified therein. All fees are non-cancelable and non-refundable. If Customer does not satisfy, in full, any payment obligation when due (other than amounts disputed in good faith with reasonable written justification), all outstanding undisputed amounts will accrue interest at a default rate of 1.5% per month from the date payment was first due until paid in full. If any collection action is undertaken to recover undisputed unpaid amounts, Customer shall pay all fees, costs, and expenses associated with such collection action. Each Party shall perform its obligations under this Agreement without set-off, counterclaim, deduction, or withholding of any kind except as required by applicable law. If Customer fails to pay any undisputed fees when due and such failure continues for ten (10) days after written notice from Plume, Plume may suspend Customer’s access to the Services until all overdue amounts have been paid in full; resumption of the Services following payment is subject to Plume’s standard reactivation process and timelines.
3.2 Taxes
All amounts payable by Customer under this Agreement shall be made free and clear of, and without deduction for, any present or future taxes, levies, imposts, duties, or other charges of any nature however imposed by any governmental authority (“Taxes”) in connection with this Agreement. If any Taxes are required to be withheld or deducted, payments shall be increased so that Plume receives the full amounts that would have been received absent such Taxes. Customer is responsible for all Taxes payable in connection with its receipt of the Services; if Plume pays any such Taxes, Customer shall promptly reimburse Plume the full amount paid.
3.3 Invoicing
Plume will submit invoices to Customer at the billing contact identified in the applicable Order Form. Customer shall pay each invoice within thirty (30) days of receipt by wire transfer of immediately available funds to the bank account designated in writing by Plume. All amounts are denominated in United States dollars unless otherwise specified in the Order Form.
4. CONFIDENTIALITY
4.1 Obligations
Each Party (as “Receiving Party”) shall hold the other Party’s (as “Disclosing Party’s”) Confidential Information in strict confidence and shall not, without the Disclosing Party’s prior written consent: (a) disclose any Confidential Information to any third party other than the Receiving Party’s employees, agents, or representatives who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; or (b) use any Confidential Information for any purpose other than performance of obligations or exercise of rights under this Agreement. Each Receiving Party shall use at least the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own most sensitive confidential information, but in no event less than reasonable care. Each Receiving Party is liable to the Disclosing Party for any breach of this Section 4 by any recipient to whom the Receiving Party discloses Confidential Information.
4.2 Permitted Disclosures
A Receiving Party may disclose Confidential Information: (a) to the extent required by applicable law or a binding order of a court or governmental authority of competent jurisdiction, provided that, to the extent permitted by law, the Receiving Party provides the Disclosing Party with prompt prior written notice and reasonably cooperates with the Disclosing Party in seeking a protective order or other confidential treatment, and discloses only that information strictly required; (b) as part of normal reporting or review to its parent company, auditors, or legal counsel, provided such recipients are bound by confidentiality obligations no less protective; or (c) in connection with enforcement of its rights under this Agreement.
4.3 Duration
Confidentiality obligations survive for three (3) years following the termination or expiration of this Agreement; provided that obligations with respect to trade secrets (including Plume’s proprietary software, source code, and technology) survive for so long as such information qualifies as a trade secret under applicable law.
4.4 Equitable Relief
The Parties acknowledge that a breach of this Section 4 would cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. Accordingly, in addition to all other remedies at law or in equity, the Disclosing Party is entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach, without the need to post bond or prove actual damages, and without liability should relief be denied, modified, or vacated.
4.5 Return or Destruction
Upon expiration or termination of this Agreement or upon the Disclosing Party’s earlier written request, the Receiving Party shall promptly return or, at the Disclosing Party’s election, destroy all of the Disclosing Party’s Confidential Information in its possession or control (excluding copies automatically retained by disaster recovery or backup systems, which remain subject to the obligations of this Section 4) and, upon written request, certify such return or destruction in writing.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Plume Background IP
Plume retains all right, title, and interest in and to all IP Rights in Plume’s pre-existing technology, software, tools, platforms (including all Plume cloud services), methodologies, know-how, and other intellectual property (“Plume Background IP”). No rights in Plume Background IP are transferred to Customer under this Agreement. To the extent any Plume Background IP is incorporated into a Deliverable, Plume hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use such Plume Background IP solely as part of the Deliverable and solely for Customer’s own internal business purposes related to the Services.
5.2 Work Product
“Work Product” means all reports, evaluations, configurations, integrations, designs, inventions, developments, specifications, and other documentation or materials, whether or not patentable or copyrightable, that are first conceived, made, or reduced to practice by Plume in the course of performing the Services under this Agreement. . All right, title, and interest in and to the Work Product, including all underlying IP Rights, shall be owned solely by Plume. Plume hereby grants Customer a worldwide, non-exclusive, non-transferable, royalty-free licence, during the term of the applicable Order Form, to use and modify the Work Product solely for Customer’s own internal business purposes. For the avoidance of doubt, Work Product does not include: (a) Plume Background IP; (b) any general methodologies, tools, frameworks, or know-how developed or used by Plume independently of this Agreement; or (c) Customer’s pre-existing technology or proprietary data.
5.3 Customer Materials
Customer grants Plume a non-exclusive, royalty-free license during the term of the applicable SOW to use Customer’s pre-existing data, content, and technology solely to the extent necessary for Plume to perform the Services. All Customer-owned materials remain Customer’s sole and exclusive property.
5.4 Feedback
Customer hereby grants Plume an unlimited, non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, exploit, and incorporate any Feedback into Plume’s products and services, without compensation to Customer and without restriction.
5.5 No Contest
Customer shall not contest, challenge, or take any action adverse to Plume’s ownership of or interest in any Plume Background IP, Work Product, or other Plume intellectual property at any time during or after the term of this Agreement.
6. REPRESENTATIONS AND WARRANTIES
6.1 Mutual Representations
Each Party represents and warrants that: (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement; and (c) this Agreement, when executed, constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms.
6.2 Plume’s Service Warranty
The Services are provided without commitment to any specific results. PLUME MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY DELIVERABLES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLUME DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
6.3 Customer’s Representations and Warranties
Customer represents, warrants, and covenants that: (a) it is legally entitled to conduct business in all jurisdictions where it operates and is legally permitted to receive the Services; (b) it is not subject to any agreement with any third party that conflicts with the provisions of this Agreement and will not enter into any such conflicting agreement during the term; (c) all Customer-provided materials and data, and their use by Plume as authorized under this Agreement, do not and will not infringe, misappropriate, or violate the IP Rights or other rights of any third party; and (d) it will comply with Plume’s Global Anti-Corruption Policy, Global Trade Compliance Policy, and Business Code of Conduct, each as published at www.plume.com/legal and updated from time to time.
6.4 Disclaimer
PLUME MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. PLUME DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE DELIVERABLES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS BEYOND THOSE SPECIFIED IN THE APPLICABLE SOW.
7. INDEMNIFICATION
7.1 Indemnification by Customer
Customer shall defend, indemnify, and hold harmless Plume and its affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, “Plume Indemnitees”) from and against all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any breach of this Agreement by Customer; (b) Customer’s use of the Deliverables in a manner not authorized by this Agreement or applicable law; (c) any claim that Customer-provided materials or data infringe or misappropriate the IP Rights of any third party; or (d) personal injury, death, or tangible property damage caused by Customer or its personnel in connection with this Agreement.
8. LIMITATION OF LIABILITY
8.1 Exclusion of Certain Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THEM.
8.2 Aggregate Liability Cap
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PLUME UNDER THE APPLICABLE ORDER FORM(S) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “LIABILITY CAP”). THE LIABILITY CAP DOES NOT APPLY TO: (I) A PARTY’S BREACH OF SECTION 4 (CONFIDENTIALITY); OR (II) CLAIMS ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. FOR CLARITY, NOTHING IN THESE T&CS LIMITS PLUME’S ABILITY TO RECOVER FEES PAYABLE BY CUSTOMER TO PLUME IN CONNECTION WITH THESE T&CS.
9. TERM AND TERMINATION
9.1 Term
These T&Cs are effective as of the Effective Date of the first Order Form executed by the Parties and continue until all Order Forms have expired or been terminated. Each Order Form has its own term as specified therein.
9.2 Termination for Cause
Either Party may terminate the applicable Order Form, SOW and/or these T&Cs upon written notice if the other Party commits a material breach and such breach remains uncured for thirty (30) days following written notice (or ten (10) days in the case of Customer’s failure to pay undisputed amounts when due). Either Party may also terminate immediately upon written notice if the other Party: (a) files a voluntary petition in bankruptcy or makes a general assignment for the benefit of creditors; (b) is the subject of an involuntary petition in bankruptcy not dismissed within sixty (60) days of filing; or (c) discontinues its business operations.
9.3 Effect of Termination
Upon expiration or termination of any Order Form: (a) all rights and licenses granted under that Order Form terminate immediately; (b) each Receiving Party shall promptly return or, at the Disclosing Party’s election, destroy all of the Disclosing Party’s Confidential Information and, upon written request, certify such destruction in writing; (c) all amounts outstanding and undisputed as of the termination date become immediately due and payable by Customer; and (d) Plume shall deliver to Customer all Deliverables completed as of the termination date, and Customer shall pay Plume for all Services performed up to and including the effective date of termination on a time-and-materials basis (or pro-rated fixed-fee basis, as specified in the applicable Order Form). Termination of one Order Form does not affect any other Order Form then in force.
9.4 Survival
The following Sections survive expiration or termination of any Order Form and of these T&Cs for any reason: Sections 1 (Definitions), 3 (Fees; Payment; Taxes, solely with respect to amounts accrued prior to termination), 4 (Confidentiality), 5 (Intellectual Property Rights), 6.4 (Disclaimer), 7 (Indemnification), 8 (Limitation of Liability), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Compliance with Laws; Export Controls), 12 (White Label App Services, solely with respect to Customers who have purchased white label services, and specifically 12.2 (Customer Branding License), 12.4 (Customer Responsibilities), 12.5 (Limitation of Liability; Indemnification), 12.6 (Data Processing), and 12.7 (App Suspension for Non-Payment), 13 (Governing Law), and 14 (General Provisions).
10. COMPLIANCE WITH LAWS; EXPORT CONTROLS; ETHICS
10.1 Compliance Generally
Each Party shall comply with all applicable federal, state, local, foreign, and international laws, ordinances, regulations, and codes in connection with its activities under this Agreement, including laws relating to anti-bribery, anti-corruption, and trade. Plume will comply with all laws applicable to the delivery of the Services in the jurisdiction(s) where Services are performed.
10.2 Export Controls
Plume’s software, technical data, and technology are subject to U.S. and applicable local export control regulations. Customer represents and warrants that it will not use, re-export, or transfer any Deliverable or Plume technology in violation of applicable export control or economic sanctions laws, including those administered by: (a) the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”); (b) the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”); or (c) comparable authority of any applicable jurisdiction. Customer shall not provide Deliverables to, or use them for the benefit of, any person or entity on OFAC’s Specially Designated Nationals List, BIS’s Entity List or Denied Persons List, or any person or entity located in a sanctioned country or region. Customer shall obtain all required permits, certificates, approvals, and licenses necessary in connection with its receipt and use of the Services.
11. GOVERNING LAW AND VENUE
This Agreement and all disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The Parties irrevocably agree that the Delaware Court of Chancery or the Delaware Superior Court’s Complex Commercial Litigation Division (as applicable) located in New Castle County shall have exclusive jurisdiction over, and shall be the exclusive venue for, any dispute arising out of or relating to this Agreement; and each Party irrevocably consents to such exclusive jurisdiction and venue and waives all objections thereto. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING THAT DIRECTLY OR INDIRECTLY ARISES FROM OR RELATES TO THIS AGREEMENT. Notwithstanding the foregoing, if Customer breaches or threatens to breach its obligations relating to confidentiality, intellectual property ownership, or the security of Plume’s technology, Plume shall be entitled, without the need to post bond or prove actual damages and without liability should relief be denied, modified, or vacated, to proceed directly to any court of competent jurisdiction for appropriate equitable relief compelling performance and restraining further breaches. Plume may pursue all available remedies in equity and at law, alternatively and cumulatively.
12. WHITE LABEL APP SERVICES
This Section 12 applies solely to Customers who have purchased white label services under an applicable Order Form. In the event of a conflict between this Section 12 and any other provision of these T&Cs with respect to the White Label App, this Section 12 controls.
12.1 License Grant; Plume Studio
Subject to Customer’s compliance with this Agreement and the Plume Studio terms, Plume hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use Plume Studio solely to configure, brand, and offer the White Label App to end users in the territory specified in the applicable Order Form. Plume shall permit Customer, through Plume Studio, to customize the appearance of the White Label App using Customer Branding, such that the White Label App presented to end users does not reference Plume’s name, trademarks, or branding, except as required by applicable law or applicable app store policies. Plume may approve or deny Customer customization requests that fall outside the scope of Plume Studio.
12.2 Customer Branding License
Customer hereby grants to Plume a limited, non-exclusive, royalty-free, non-transferable license during the Term to use, reproduce, display, and distribute Customer Branding solely as necessary to (i) develop, configure, host, operate, and distribute the White Label App on Customer’s behalf, and (ii) perform Plume’s obligations under this Agreement. Plume shall not acquire any ownership interest in Customer Branding. The White Label App must function in accordance with the documentation provided by Plume. Plume retains all right, title, and interest in and to Plume Studio, all Plume software, and all related intellectual property, excluding Customer Branding. Customer retains all right, title, and interest in and to Customer Branding. Except for the limited licenses expressly granted in this Section 12, no rights are granted by either Party, whether by implication, estoppel, or otherwise.
12.3 Hosting; Distribution; Customer Identification
Unless otherwise agreed in writing, Plume shall host the White Label App and may submit, publish, and maintain it in applicable app stores under Plume’s developer accounts, acting solely as a service provider and distributor on Customer’s behalf. As between the parties, Customer shall be deemed the provider of the branded services offered through the White Label App to end users, and Plume’s role in distributing the White Label App shall be limited to technical hosting, submission, and maintenance. Customer acknowledges and agrees that Plume may use Customer Branding to identify Customer as Plume’s customer and to announce Customer’s launch of the White Label App.
12.4 Customer Responsibilities
Customer is solely responsible for: (a) all Customer Branding, content, trademarks, logos, and other materials incorporated into the White Label App; (b) Customer’s offering of the White Label App to end users, including all customer support, consumer disclosures, and compliance with applicable laws relating to the provision of Customer’s services; and (c) compliance with all applicable laws, regulations, and platform requirements (including all app store terms and conditions) related to the White Label App. Customer represents and warrants that Customer Branding and any Customer-provided content comply with applicable laws and applicable app store policies.
12.5 Limitation of Liability; Indemnification
Notwithstanding anything to the contrary in this Agreement, Plume shall not be liable to Customer or any of Customer’s affiliates, directors, officers, employees, or agents for any claim or damages arising out of or related to (i) the use or misuse of Plume Studio outside the scope contemplated by this Agreement, or (ii) use or distribution of the White Label App outside the scope contemplated by this Agreement. Customer shall defend, indemnify, and hold harmless Plume and its licensors and suppliers, and its and their directors, officers, employees, and agents from and against all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or based on any claim related to the White Label App, including Customer Branding, or Customer’s use or misuse of Plume Studio.
12.6 Data Processing
All data processing in connection with the White Label App is governed by the signed Data Processing Addendum between Plume and Customer (the “DPA”), which is incorporated herein by reference and is binding on both Parties with respect to the White Label App.
13. GENERAL PROVISIONS
13.1 Entire Agreement
This Agreement constitutes the entire agreement between the Parties solely with respect to the professional services identified in the applicable Order Form, and supersedes all prior and contemporaneous proposals, representations, warranties, and understandings, whether oral or written, relating solely to such professional services. For the avoidance of doubt, these T&Cs do not supersede, amend, or otherwise affect any other agreement between the Parties, including any services and distribution agreement, subscription agreement, or other commercial arrangement, which shall remain in full force and effect in accordance with their respective terms. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by reason of authorship.
13.2 Order of Precedence
In the event of a conflict or inconsistency among the components of this Agreement, the order of precedence shall be: (1) the applicable Order Form (solely with respect to commercial terms expressly addressed therein); (2) the applicable SOW (solely with respect to technical scope, deliverables, and milestones expressly addressed therein); (3) these T&Cs. Silence in one document on a matter addressed in another does not constitute a conflict or inconsistency.
13.3 Amendment
This Agreement may be amended or modified only by a written instrument that specifically references this Agreement and is duly executed by authorized representatives of both Parties. The text of emails or other electronic communications shall not constitute a written amendment.
13.4 Waiver
The failure of either Party to enforce any right under this Agreement at any time shall not constitute a waiver of that right or any other right. No waiver shall be effective unless in writing and signed by the waiving Party.
13.5 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be construed by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarded (if not), and the remaining provisions shall remain in full force and effect, unless the modified or disregarded provision so materially affects the economic substance of the Agreement that enforcement would be materially adverse to either Party.
13.6 Assignment
Customer may not assign this Agreement or any of its rights, or delegate any of its obligations, in whole or in part, without Plume’s prior written consent, except that Customer may assign this Agreement in connection with a merger, consolidation, or the sale of all or substantially all of Customer’s assets or equity, provided that: (a) Customer provides Plume with advance written notice; and (b) any such assignment is void if the assignee is a competitor of Plume. Plume may freely assign this Agreement to an affiliate or successor. Any assignment in contravention of this Section 13.6 is void.
13.7 Notices
All notices under this Agreement shall be in writing and shall be effective upon: (a) personal delivery; (b) transmittal by email with written confirmation of receipt; or (c) three (3) days after dispatch by prepaid certified or registered mail, in each case addressed to the Party at the address set forth in the applicable Order Form. Notices to Plume shall be copied to: legal@plume.com.
13.8 Counterparts; Electronic Signatures
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal force and effect as original ink signatures.
13.9 Rules of Construction
The descriptive headings in this Agreement are used solely for convenience and shall not affect its meaning or interpretation. The words “including,” “include,” and “includes” are not limiting and shall be read as if followed by the phrase “without limitation.” References to “days” mean calendar days unless otherwise specified. References to “writing” do not include the text of emails or other electronic communications unless expressly stated.