Hallow Messaging Product

Terms of Service

A Service of Hallow, Inc.

Effective Date: 4/1/2026

Last Updated: 4/1/2026

1. Introduction

This Hallow Messaging Product Terms of Service (this “Agreement”) is a legal agreement between Hallow, Inc., a Delaware Public Benefit Corporation located at 980 N Michigan Ave. Ste 1090 #273579. Chicago, IL 60611 (“Hallow,” “we,” “us,” or “our”) and Partner (defined below) and governs Partner’s use of the Services (as defined below).

“Partner” (“you”, “your”) means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date (“Effective Date”) where such person signs an Order Form that references this Agreement or by accessing or using the Services. Hallow reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (a) 30 days from the date of such update or modification; or (b) Partner’s continued use of the Services.

Hallow Messaging Product is a multi-channel communications platform operated by Hallow that enables organizations to send and manage email, text message (SMS/MMS/RCS), and other digital communications to their members and contacts. This Agreement governs your access to and use of Hallow Messaging Product and all related services, tools, and features (collectively, the “Service”).

If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you may not use the Service.

This Agreement is separate from, and does not replace, the Hallow Partnership Agreement governing other Hallow products and services. If you also use other Hallow products, those products remain governed by their respective agreements.

2. Definitions

Throughout this Agreement, certain terms have specific meanings:

“Affiliate(s)” means any entity that now or hereafter controls, is controlled by, or is under common control with, a specified entity. Such entity shall be deemed to be an Affiliate only so long as such control exists.

“Contacts” means the individuals whose information Partner uploads to the Service for the purpose of sending communications.

“Contact Data” means the personal information of Contacts that Partner uploads to the Service, including but not limited to names, email addresses, phone numbers, and any other identifying information.

“Messages” means any email, SMS, MMS, push notification, or other communication sent through the Service.

“Order Form” means the ordering document or online subscription process through which Partner subscribes to the Service, specifying the subscription plan, fees, usage limits, and other commercial terms. Each Order Form is incorporated into this Agreement by reference.

“Partner Content” means all content, data, and materials that Partner creates, uploads, or transmits through the Service, including message templates, images, and text.

“Partner Data” means, collectively, Contact Data, Partner Content, and any other data Partner provides to or generates through the Service.

“Subscription Term” means the period during which Partner is authorized to use the Service, as specified in the applicable Order Form.

“Usage Limits” means the limits on Partner’s use of the Service as specified in the applicable Order Form, including limits on the number of Contacts, Messages, or other usage metrics.

3. The Service

3.1 Service Description

Hallow Messaging Product provides Partner with a platform to manage communications with their Contacts across multiple channels, including email and SMS/MMS messaging. The Service includes tools for creating and managing contact lists, designing message templates, scheduling and sending Messages, building automated communication workflows (journeys), and analyzing the performance of communications.

3.2 Service Modifications

Hallow may update, modify, or enhance the Service from time to time. We will use reasonable efforts to notify Partner of material changes that may adversely affect Partner’s use of the Service. Hallow will not materially reduce the core functionality of the Service during a Subscription Term without Partner’s consent.

3.3 Service Availability

Hallow will use commercially reasonable efforts to make the Service available in accordance with industry standards. The Service may be temporarily unavailable for scheduled maintenance (for which Hallow will provide reasonable advance notice) or for unscheduled emergency maintenance.

3.4 Support

Hallow will provide Partner with reasonable technical support for the Service during normal business hours.

3.5 Third-Party Service Providers

The Service relies on third-party infrastructure providers, including telecommunications carriers, email delivery services, cloud hosting providers, and SMS gateway providers (collectively, “Third-Party Providers”), to deliver certain features and functionality.

4. Account and Access

4.1 Account Registration

To use the Service, Partner must create an account and provide accurate, complete, and current information. Partner is responsible for maintaining the security of its account credentials and for all activity that occurs under its account.

4.2 Authorized Users

Partner may authorize individuals within its organization to access the Service on Partner’s behalf (“Authorized Users”). Partner is responsible for ensuring that all Authorized Users comply with this Agreement and for any actions taken by Authorized Users through the Service.

4.3 Access Restrictions

Partner will not (and will not permit any third party to): (a) share account credentials with unauthorized individuals; (b) sell, resell, or make the Service available to any third party other than Authorized Users; (c) use the Service to provide a messaging platform or similar service to third parties; (d) reverse engineer, decompile, or disassemble the Service; (e) access the Service to build a competitive product or service; or (f) attempt to gain unauthorized access to the Service or its related systems.

5. Partner Responsibilities and Acceptable Use

5.1 Compliance with Laws

Partner is responsible for using the Service in compliance with all applicable laws, rules, and regulations, including but not limited to the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and any applicable state privacy or consumer protection laws. Partner acknowledges that the laws and standards governing electronic communications are complex and evolving, and Partner is solely responsible for understanding and complying with the laws that apply to its communications.

5.2 Compliance with Third-Party Service Provider Standards

Partner acknowledges and agrees that: (a) Partner’s use of the Service must comply not only with this Agreement and applicable law, but also with the acceptable use policies, messaging guidelines, and other requirements of Third-Party Providers, as communicated by Hallow or made available through the Service from time to time; (b) Third-Party Providers may independently suspend, throttle, or terminate service to Partner’s account or messaging campaigns based on their own policies, and Hallow shall not be liable for any resulting disruption, delay, or inability to deliver Messages; (c) Hallow has no obligation to procure alternative Third-Party Providers if a Partner’s conduct or content causes a Third-Party Provider to suspend or terminate service; and (d) any suspension or termination of service by a Third-Party Provider due to Partner’s conduct shall not constitute a breach of this Agreement by Hallow and shall not entitle Partner to any refund, credit, or claim for damages.

5.3 Consent and Contact Lists

Partner represents and warrants that: (a) it has obtained all necessary consents, permissions, and authorizations required by applicable law to send Messages to its Contacts through the Service; (b) for SMS/MMS Messages, Partner has obtained prior express written consent from each Contact as required by the TCPA; (c) all Contact Data has been collected and is maintained in compliance with applicable privacy laws; and (d) Partner maintains records of consent that can be provided to Hallow upon request.

5.4 Content Standards

Partner will not use the Service to send Messages that: (a) are deceptive, fraudulent, or misleading; (b) contain or promote illegal activities; (c) contain malware, viruses, or other harmful code; (d) infringe on any third party’s intellectual property rights; (e) contain content that is obscene, hateful, or promotes violence; or (f) violate any applicable law or regulation.

5.5 Prohibited Uses

The following uses of the Service are strictly prohibited: (a) sending unsolicited commercial Messages (“spam”); (b) using purchased, rented, or third-party lists of contacts who have not directly opted in to receive communications from Partner; (c) sending Messages to harvested or scraped email addresses or phone numbers; (d) misrepresenting Partner’s identity or the origin of any Message; (e) sending Messages with deceptive subject lines or headers; (f) failing to include a functioning unsubscribe or opt-out mechanism in each Message; (g) sending Messages with illicit or immoral content; or (h) transmitting any protected health information (PHI) as defined by HIPAA, unless Partner has executed a separate Business Associate Agreement with Hallow.

5.6 Opt-Out Processing

Partner must honor all opt-out and unsubscribe requests within the timeframes required by applicable law (currently no more than 10 business days for email under CAN-SPAM, and immediately for SMS under TCPA). The Service provides automated opt-out processing tools, and Partner agrees not to disable, circumvent, or interfere with these tools.

5.7 Sender Identification

Partner must accurately identify itself in all Messages sent through the Service, including providing a valid physical mailing address in each commercial email as required by CAN-SPAM, and using a recognizable sender name and contact information.

6. Fees and Payment

6.1 Fees

Partner will pay the fees specified in the applicable Order Form. Fees may include a base subscription fee for access to the Service and usage-based fees for Messages sent or Contacts managed in excess of the amounts included in Partner’s subscription plan (“Overage Fees”). The specific fee structure, including per-message rates for Overages, will be set forth in each Order Form.

6.2 Payment Terms

Unless otherwise specified in the applicable Order Form, fees are due within thirty (30) days of the invoice date. All fees are stated in United States Dollars. All payments are non-cancellable and non-refundable. Partner is responsible for providing accurate billing information and keeping it up to date.

6.3 Late Payments

In the event that Hallow does not receive any invoiced amount by the due date as set forth in Section 6.2, without limiting its rights and remedies, Hallow may: (a) charge interest on the outstanding balance (at a rate not to exceed the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law); (b) condition future Service renewals and additional Order Forms on payment terms shorter than those specified in Section 6.2; and/or (c) suspend access to, and terminate for failure to pay (if applicable), the Service pursuant to Section 10.2.

6.4 Taxes

All fees are exclusive of taxes, levies, and duties imposed by taxing authorities. Partner is responsible for all such taxes (excluding taxes based on Hallow’s net income) associated with Partner’s use of the Service. Any applicable direct pay permits or valid Tax-exempt certificates must be provided to Hallow prior to the execution of this Agreement. If Hallow is required to collect and remit Taxes on Partner’s behalf, Hallow will invoice Partner for such Taxes, and Partner will pay Hallow for such Taxes in accordance with Sections 6.1 and 6.2.

6.5 Fee Changes

As further described in the Order Form, Hallow may adjust its standard fees upon at least ninety (90) days’ written notice prior to the start of a renewal Subscription Term. Fee changes will not apply during an existing Subscription Term unless Partner and Hallow mutually agree in writing.

6.6 Credit Card Payments

If indicated in an Order Form, or if otherwise required by Hallow upon notice to Partner at any time, Partner must provide Hallow with Partner’s valid credit card for payment of all paid subscriptions. Hallow uses a third-party payment processor (“Payment Processor”) for the purposes of processing all credit card transactions related to the Service. Any and all such data collected and processed by the Payment Processor will be done so in accordance with Payment Processor’s terms of use and privacy policy.

7. Data and Privacy

7.1 Partner Data Ownership

As between Hallow and Partner, Partner retains all right, title, and interest in and to Partner Data. Hallow does not claim ownership of any Partner Data.

7.2 License to Partner Data

Partner grants Hallow a non-exclusive, worldwide license to use, process, store, and transmit Partner Data solely to the extent necessary to provide the Service, comply with applicable law, and as otherwise permitted by this Agreement. This license terminates when Partner Data is deleted from the Service in accordance with this Agreement.

7.3 Aggregated and Anonymized Data

Hallow may collect, use, and disclose aggregated and anonymized data derived from Partner’s use of the Service (“Aggregated Data”) for purposes of improving, benchmarking, and marketing the Service, provided that such Aggregated Data does not identify Partner, any Contact, or any individual. Hallow owns all Aggregated Data.

7.4 Data Security

Hallow will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Partner Data from unauthorized access, destruction, use, modification, or disclosure. These safeguards will be no less protective than industry-standard practices for similar services.

7.5 Data Processing

To the extent Hallow processes personal data on behalf of Partner, Hallow acts as a data processor (or service provider) and Partner acts as the data controller (or business). The parties’ data processing obligations are further described in the Data Processing Addendum attached as Exhibit A, which is incorporated by reference when executed by the parties.

7.6 Subprocessors

Hallow may engage third-party subprocessors to assist in providing the Service (for example, cloud hosting providers, email delivery services, or SMS gateway providers). Hallow will maintain a current list of subprocessors and will provide Partner with reasonable notice before engaging a new subprocessor. Partner may object to a new subprocessor by providing written notice within fifteen (15) days, and the parties will work in good faith to resolve any objections.

7.7 Data Breach Notification

In the event Hallow becomes aware of a security breach that results in the unauthorized access to or disclosure of Partner Data, Hallow will notify Partner without unreasonable delay (and in any event within seventy-two (72) hours of becoming aware of the breach), and will take commercially reasonable steps to mitigate the effects of the breach.

8. Intellectual Property

8.1 Hallow’s Intellectual Property

The Service, including all software, technology, designs, and documentation, is owned by Hallow and is protected by intellectual property laws. Nothing in this Agreement grants Partner any right, title, or interest in the Service except for the limited right to use it in accordance with this Agreement.

8.2 Feedback

If Partner provides suggestions, feature requests, or other feedback about the Service (“Feedback”), Hallow may use such Feedback without restriction or obligation to Partner. Partner retains no intellectual property rights in any Feedback.

8.3 Trademarks

Each party retains ownership of its trademarks and logos. Neither party may use the other party’s trademarks without prior written consent, except that Hallow may identify Partner as a customer of the Service in marketing materials unless Partner opts out in writing.

9. Confidentiality

9.1 Confidential Information

Each party that receives (“Receiving Party”) Confidential Information of the other party (“Disclosing Party”) will protect and preserve such Confidential Information as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use or disclose the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement and applicable Order Forms.

9.2 Representatives

Receiving Party may disclose, distribute, or disseminate Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, including to the same with respect to its Affiliates, contractors, Authorized Users, or agents (its “Representatives”), provided Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives.

9.3 Obligations

The Receiving Party will: (a) use the Disclosing Party’s Confidential Information only to exercise its rights and fulfill its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to Representatives under the conditions outlined in Section 9.2.

9.4 Acceptable Disclosure

A Receiving Party will not violate its confidentiality obligations if it discloses Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

9.5 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

10. Term and Termination

10.1 Term

This Agreement is effective as of the Effective Date and continues until all Subscription Terms have expired under the Order Form, or until terminated in accordance with Section 10.3 or 10.4.

10.2 Suspension Rights

Notwithstanding Sections 10.3 and 10.4, Hallow may suspend Partner’s access to, or use of, the Service immediately upon notice if any amount due to Hallow under any invoice is past due and such amount is not paid within 10 days of written notice from Hallow, or if Hallow reasonably believes that Partner’s use of the Service: (a) violates applicable law; (b) poses a risk to the deliverability, security, or integrity of the Service; (c) may subject Hallow to liability; or (d) involves sending Messages without proper consent. Hallow will: (i) provide Partner with written notice and an opportunity to remedy such violation or threat prior to any such suspension; (ii) where practicable limit the suspension based on the circumstances leading to the suspension; and (iii) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.

10.3 Termination for Cause

Either party may terminate this Agreement (or any Order Form) upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; or (b) of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

10.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) Partner’s right to access and use the Service will immediately cease; (b) each party will, upon written request, within thirty (30) days return or destroy the other party’s Confidential Information in its possession; and (c) any fees owed by Partner for the Service used prior to termination will become immediately due. If Partner terminates this Agreement in accordance with Section 10.3(a), Hallow will reimburse Partner on a pro-rata basis for any pre-paid fees allocable to the remaining Subscription Term as of the date of such termination.

10.5 Data Retrieval

Following termination or expiration, Partner will have thirty (30) days to request export of its Partner Data. Hallow will make Partner Data available for export in a standard, machine-readable format. After this thirty (30) day period, Hallow may delete Partner Data in accordance with its standard data retention practices, unless Hallow is required by law to retain such data.

10.6 Survival

The following sections will survive termination or expiration of this Agreement: Definitions, Data and Privacy, Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and General Provisions.

11. Warranties and Disclaimers

11.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement has been duly executed and constitutes a valid and binding obligation; and (c) its performance under this Agreement will not conflict with any other agreement to which it is a party.

11.2 Hallow’s Warranties

Hallow warrants that: (a) the Service will perform materially in accordance with its documentation; (b) Hallow will provide the Service in a professional and workmanlike manner consistent with industry standards; and (c) to Hallow’s knowledge, the Service does not infringe any third party’s intellectual property rights.

11.3 Partner’s Warranties

Partner warrants that: (a) it has obtained all necessary consents and authorizations to use the Service and to send Messages to its Contacts (including, without limitation, parental consents for collection of personally identifiable information from children to the extent applicable) as described in Section 5.3; (b) Partner Content and Partner’s use of the Service will not violate any applicable law or third party’s rights; and (c) all information Partner provides to Hallow in connection with this Agreement is accurate and complete.

11.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND TO THE FULLEST EXTENT PERMITTED BY LAW. HALLOW AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT. HALLOW DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. HALLOW DOES NOT GUARANTEE ANY SPECIFIC DELIVERY RATES, OPEN RATES, OR THAT SERVICES WILL MEET PARTNER’S PERFORMANCE REQUIREMENTS.

12. Limitation of Liability

12.1 Limitation on Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, THAT MAY ARISE OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, SERVICES LIABILITY OR OTHERWISE.

12.2 Limitation on Total Liability

EXCEPT WITH RESPECT TO EXCLUDED CLAIMS (BUT AS FURTHER LIMITED BELOW) AND UNCAPPED CLAIMS, EACH AS DEFINED BELOW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY PARTNER TO HALLOW DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

13.1 Indemnification by Partner

Partner will indemnify, defend, and hold harmless Hallow and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Partner’s breach of this Agreement; (b) Partner Content or Partner’s use of the Service; (c) Partner’s violation of any applicable law, including CAN-SPAM and TCPA; or (d) any claim that Partner’s Messages were sent without proper consent.

13.2 Indemnification by Hallow

Hallow will indemnify, defend, and hold harmless Partner and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Hallow’s breach of this Agreement, or (b) any claim that the Service, as provided by Hallow, infringes a third party’s intellectual property rights.

13.3 Indemnification Process

The party seeking indemnification must: (a) give the indemnifying party prompt written notice of any claim, action or demand for which indemnity is claimed; (b) give the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of the indemnified parties without indemnified parties’ prior written approval such approval not to be unreasonably withheld, conditioned or delayed; and (c) provide the indemnifying party with reasonable cooperation, at the indemnified parties’ expense, in connection with the defense and settlement of the claim.

14. General Provisions

14.1 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco County, California, and the parties consent to personal jurisdiction and venue in such courts.

14.2 Entire Agreement

This Agreement, together with all Order Forms and exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the Service. In the event of a conflict between this Agreement and an Order Form, the Order Form will control with respect to the subject matter of that Order Form.

14.3 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by this Agreement.

14.4 Force Majeure

Except for Partner’s payment obligations hereunder, neither party will be liable to the other by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action (each, a “Force Majeure Event”). For clarification, events caused by a party’s own action are not Force Majeure Events. If a Force Majeure Event prevents Hallow from providing the Service for at least thirty (30) consecutive days, either of the parties may immediately terminate this Agreement and any Order Forms, by providing written notice to the other.

14.5 Notices

All notices under this Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier, addressed to the parties at the addresses specified in the applicable Order Form or such other address as a party may designate in writing.

14.6 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

14.7 Waiver

A party’s failure to enforce any provision of this Agreement will not constitute a waiver of its right to enforce that provision or any other provision in the future.

14.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

14.9 Third-Party Beneficiaries

This Agreement does not confer any rights or remedies on any third party other than the parties to this Agreement and their respective successors and permitted assigns.