Terms of Service

3.1 Pilots. If agreed in the Order, Customer may be entitled to conduct an evaluation, ‘proof-of-concept', or pilot of the Service (a “Pilot”). A Pilot is limited to whatever duration, features, and functionalities Company elects in its sole discretion (or that is otherwise specified in the Order), and, unless agreed otherwise in the Order, Company reserves the right to add and remove any features and functionalities, as well as terminate a Pilot, at any time, with or without notice.

3.2 Evaluation Products. From time to time, Company may permit Customer to try certain Service features or functionalities (whether new or existing) at no charge for a free trial or evaluation period (each, an “Evaluation Product”). Evaluation Products may be designated or identified as beta, pilot, evaluation, trial, or the like. Unless configured otherwise by Company, or agreed otherwise (for example, in the Order), the default evaluation period for an Evaluation Product (the “Evaluation Period”) is thirty (30) days. However, Company reserves the right to terminate an Evaluation Period at any time, with or without notice.

3.3 General. For the avoidance of doubt, the restrictions set forth in Section 8.2 (Usage Restrictions) shall also apply to Evaluation Products and Pilots. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EVALUATION PRODUCTS AND PILOTS ARE PROVIDED FOR CUSTOMER'S INTERNAL EVALUATION ONLY (AND NOT FOR PRODUCTION USE), AND COMPANY SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER FOR EVALUATION PRODUCTS OR PILOTS. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF COMPANY'S LIABILITY FOR AN EVALUATION PRODUCT OR PILOT, COMPANY'S AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF AN EVALUATION PRODUCT AND/OR PILOT SHALL NOT EXCEED TEN US DOLLARS (USD$10).

4.1 General. Subject to the terms and conditions of this Agreement (including without limitation Customer's payment of all applicable Fees), Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the Subscription Term (defined below), to do the following, in accordance with the Documentation and the applicable Order (collectively, the “Subscription”):

• (a)access and use the Service, and view the Service Content, in order to build, deploy, host, fine-tune, manage, operate, and run Customer Models and related Customer applications, workflows, and use cases, for Customer's internal business purposes and, where applicable, to make Customer's own applications, workflows, and resulting Output available to its End Users; and
• (b)if applicable, download, install, and use the Service, and any related Installed Software, APIs, SDKs, agents, model-serving components, or other tools to which Customer is entitled, within the applicable Customer Environment.

For the avoidance of doubt: (i) the Subscription is subject to the applicable Subscription Scope, and Customer shall not use any technical or other means within, or external to, the Service to exceed or circumvent the Subscription Scope; and (ii) the Service is only licensed or provided on a subscription basis (and is not sold) hereunder. Any rights not expressly granted to Customer herein are hereby reserved by Company and its licensors, and, except for the Subscription, Customer is granted no other right or license in or to the Service, whether by implied license, estoppel, exhaustion, operation of law, or otherwise. Company shall use reasonable efforts consistent with prevailing industry standards to provide the Service as intended. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control. Customer shall remain primarily responsible and liable for its Users', End Users', and any person accessing the Service, or any Customer application or workflow built or enabled through the Service, on Customer's behalf, compliance with this Agreement, and any acts and omissions of such persons in connection with this Agreement shall also be deemed the acts and omissions of Customer.

4.2 Customer Affiliates. Subject to (and without expanding) the Subscription Scope, Customer may permit its Affiliate to exercise Customer's Subscription rights under the Order, provided that: (a) such use is solely for the benefit of Customer or such Affiliate; and (b) such Affiliate agrees to be bound by the Service- and Subscription-related restrictions and limitations set forth in this Agreement, and further agrees that Company shall have no obligation or liability of any kind whatsoever towards such Affiliate. Customer shall remain primarily responsible and liable for its Affiliates' and Users' compliance with this Agreement, and any acts and omissions of such Affiliates and Users in connection with this Agreement shall also be deemed the acts and omissions as of Customer.

4.3 End Users and Customer Applications. Customer may permit End Users to access or use Customer applications, workflows, or features that interoperate with or are powered by the Service, provided that Customer remains solely responsible and liable for: (a) such Customer applications, workflows, and use cases; (b) all communications, disclosures, terms of use, privacy notices, and other policies presented to End Users; (c) obtaining all rights, consents, and permissions necessary for the processing of Customer Content and any End User-provided content through the Service; and (d) End Users' compliance with any restrictions and limitations applicable to Customer's use of the Service under this Agreement.

4.4 Monitoring. The Service may include a tool, feature, or usage counter (collectively, “Monitoring Tools”) that: (A) enables Company to monitor, track, or collect data regarding Customer's use and consumption of the Service (such as log files and other analytics data); and/or (B) enables the Service to disable access to the Service (or parts thereof) if the Customer attempts to exceed the Subscription Scope. Customer shall not interfere with, disable, or circumvent such Monitoring Tools. Moreover, Company and its Affiliates may, from their own systems, monitor, and collect such data. Company may, without restriction or obligation, use such data for quality control purposes, for enforcement of this Agreement, for analytics and statistics purposes (such as generating Usage Data), and for further improving Company's products and services.

4.5 Delivery and Hosting. The Service will be made available to Customer electronically (via the Site, via an API or SDK integration, within a hosted environment, within a Customer Environment, or otherwise as elected by Company or as specified in the Order). Any software and other components distributed to Customer (such as agents, connectors, SDKs, or model-serving components) shall be deemed accepted upon delivery. The hosting of the Service may be provided by Company, a third party cloud hosting provider selected by Company, and/or within the applicable Customer Environment, depending on the Deployment Type (each, as applicable, a “Hosting Provider”), and accordingly: (i) the availability of the Service may be affected by the applicable Hosting Provider's infrastructure and systems; and (ii) Customer Content may be processed by such Hosting Provider.

4.6 Features and Functionalities. Company may, from time to time, modify and replace the features and functionalities (but not material functionalities to which Customer is entitled under the Order, unless it improves the material functionality), as well as the user interface, of the Service. Some features and functionalities may in any event be restricted by geography or otherwise, in order for Company to comply with applicable Law or commitments to third parties. Customer agrees that its purchase hereunder is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written statements made by or on behalf of Company regarding future functionalities or features.

5.1 Setup Services. If applicable, and subject to payment by Customer of the applicable Fees therefor, Company shall provide whatever Service-related setup or onboarding services may be specified in the Order (“Setup Services”).

5.2 Support Services. Subject to Customer remaining current all payment obligations under this Agreement, Customer will be entitled to receive the Support Services.

5.3 Professional Services. Other than Setup Services, Company is not obligated to provide any Professional Services. Any Professional Services mutually agreed to between the Parties shall be set out in sequential Professional Services Statements of Work signed by the Parties and referencing this Agreement (each, a “Professional Services SOW”). Professional Services shall be charged in accordance with such Professional Services SOW. Each Professional Services SOW shall be deemed incorporated into this Agreement by reference.

5.4 General. Other Services will be performed by Company and/or its Affiliates, and are provided for the benefit of Customer only. Customer shall fully cooperate with Company, and shall make available to Company all relevant systems, assets, and resources, in connection with the provision of Other Services. With Customer's prior written approval (not to be unreasonably withheld, conditioned, or delayed) Company may subcontract Other Services (in whole or in part) to a third party contractor, and without derogating from Company's liabilities towards the Customer under this Agreement, and, if such contractor has access to Customer systems, data, or facilities in connection with the Other Services, Company will bind such contractor to confidentiality obligations substantially similar to those set forth herein. Unless expressly agreed otherwise in writing, Other Services shall be carried out remotely, and any physical attendance at Customer's offices or other locations requested by Customer, if agreed to by Company (for example, in a Professional Services SOW), shall be charged at Company's then-current rates, and Company shall also be entitled to reimbursement for travel and lodging costs and expenses incurred.

6.1 Fees. Customer agrees to pay Company the fees and other charges set forth in the Order, if any (the “Fees”).

6.2 Fee Increases. Company shall be entitled from time to time, and by written notice, to increase the Fees under the Order; provided, however, that the updated Fees shall apply to the next Order renewal, provided that such notice was given at least thirty (30) days prior to such renewal.

6.3 Payment Terms. Unless expressly stated otherwise in the Order: (a) all Fees are stated, and are to be paid, in US Dollars; (b) billing for the Service may be based on prepaid credits, fixed fees, usage-based charges, or any combination thereof, as specified in the Order or through the Service; (c) Company shall be entitled to invoice Customer for applicable Fees in advance, including for any prepaid credit purchases or top-ups, and for overages or usage-based charges in arrears, and Customer shall pay each invoice within thirty (30) days of receipt of invoice; (d) all payments and payment obligations under this Agreement are non-refundable and are without any right of set-off or cancellation; (e) if enabled by Customer through the Service, Customer may elect an automatic top-up option pursuant to which, when Customer's credit balance falls below a threshold selected by Customer, Customer will automatically purchase a fixed top-up amount selected by Customer using the designated payment method on file; (f) Customer is solely responsible for selecting, maintaining, or disabling any automatic top-up settings made available through the Service; (g) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month or the highest amount permitted by applicable Law; and (h) Company shall be entitled to issue invoices (and any associated reporting) and billing notices via email to the applicable Customer contact email address specified in the Order and/or via a functionality of the Service. Moreover, Company shall be entitled to charge Customer for all reasonable costs (including attorneys' fees, court costs, and collection agency fees) incurred by Company in collecting any late payments or interest.

6.4 Payment Dispute. If Customer believes that Company has invoiced Customer incorrectly, Customer must contact Company no later than seven (7) days after receiving the invoice in which the alleged error appeared; otherwise Customer shall be deemed to have waived all claims in connection with the applicable invoice and payment.

6.5 Taxes. Amounts payable under this Agreement do not include any applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, assessable by any local, state, provincial, federal or foreign jurisdiction (“Taxes”), except for taxes based upon Company's net income. Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to (and paid by) Customer, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. In the event that Customer is required by any Law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.

6.6 Ownership of Pearl Coins. The Customer acknowledges that running the Services may result in the generation or mining of Pearl Coins. Pearl Coins are the native cryptocurrency of the Pearl Blockchain, which is a blockchain originally developed by the Company based on the technology described in the Pearl Whitepaper currently accessible at: https://pearlresearch.ai/research/whitepaper. Unless agreed otherwise explicitly in an Order, and, if so agreed, to the extent so agreed, all Pearl Coins generated or mined by running the Services will belong exclusively to the Company, and the Customer will not have any right or claim in or to such Pearl Coins.

6.7 Payment Processing. Customer represents and warrants that all payment and billing information provided is (and will remain) complete and accurate, and Customer has obtained all necessary consents to enable the necessary payment method. If applicable to the payment method, payment of Fees may be processed through a third-party payment processing service (which will receive and process Customer's billing information), and additional terms may apply to such payments. Customer authorizes Company (and/or its designee) to: (a) request and collect payment (and to otherwise take other billing actions, such as refunds) from Customer on a recurring basis; and (b) make any inquiries Company deems necessary, from time to time, to validate Customer's designated payment method or financial information, in order to ensure timely payment of Fees (including, but not limited to, for the purpose of receiving updated payment details from Customer's payment, credit card, or banking account provider, such as, updated expiry date or card number).

6.8 Reporting; Usage Audit. Company may issue Subscription- and Fee-related reporting and billing notices via email to the applicable Customer contact email address specified in the Order, as well as via a functionality of the Service. Company (or a third party it reasonably designates) shall, from time to time, be entitled to audit Customer's use of the Service (a “Usage Audit”), and Customer shall facilitate such Usage Audit by providing Company with all access (including without limitation VPN access) reasonably requested by Company (such as, for the purpose of calculating any Fees for overages).

7.1 Ownership of Customer Content. As between the Parties, Customer is the exclusive owner of all Customer Content.

7.2 Ownership of Output. As between the Parties, and subject to Customer's compliance with the terms and conditions of this Agreement, Customer will be the exclusive owner of all Output.

7.3 Location of Customer Content. Unless the Order states otherwise, Customer Content may be hosted and processed by Company (and its Affiliates, Hosting Providers, and respective third party service providers) in Israel, the United States, the European Economic Area (EEA), the United Kingdom, and other locations around the world.

7.4 No Sensitive Data. Unless the Service specifically requests or requires otherwise, or Company expressly agrees in writing (including in an Order, Professional Services SOW, DPA and/or BAA, as applicable), Customer shall ensure that no Customer Content includes or links to Sensitive Data. If Customer provides or makes available Sensitive Data without such prior written agreement, Customer does so at its own risk and Company may suspend processing of such Sensitive Data and/or delete or return such Sensitive Data. “Sensitive Data” means any (i) categories of data enumerated in Article 9(1) of the European Union's General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (iii) Nonpublic Personal Information (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations) or Personal Health Information (PHI) data (as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations); or (iv) any data similar to the foregoing that is protected under foreign or domestic laws.

7.5 Responsibility for Customer Content. Customer is solely responsible for the legality, accuracy and quality of Customer Content, such as for ensuring that Customer's collection, processing, storage, hosting, deployment, training, fine-tuning, inference, transmission, and other use of Customer Content is compliant with all applicable Laws, as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its customers, End Users, or other third parties. Customer represents and warrants that:

• (a)no processing of Customer Content under this Agreement (whether by Company, its Affiliates, or if applicable the Hosting Provider) will violate any Law, proprietary right, or privacy right;
• (b)it has obtained and will maintain all required authorizations, consents and licenses, and will maintain all ongoing legal bases under relevant privacy Laws (if applicable), necessary to provide, make available, and otherwise expose Customer Content to Company, its Affiliates, and the Hosting Provider (if applicable);
• (c)Customer is solely responsible and liable for the instructions and Customer Content provided to Company and the Service; and
• (d)Customer Content will not include or link to, and will not otherwise allow or encourage: (A) illegal activities, such as child pornography, gambling, piracy; (B) threatening, stalking, harassing, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason; (C) generating spam; or (D) generating content for dissemination in electoral campaigns.

7.6 License to Customer Content. Customer hereby grants to Company and its Affiliates a worldwide, non-exclusive, royalty-free, paid-up, sublicensable (to Company's data subprocessors, Hosting Providers, as well as to third party service providers engaged by Company in the provision of the Service and Other Services), irrevocable right and license to host, copy, process, transmit, store, reproduce, modify, adapt, display, perform, create derivative works of, and otherwise use Customer Content (in any media, now known or hereafter developed): (A) during the Term of this Agreement, as necessary to provide, support, secure, monitor, maintain, improve, and operate the Service and Other Services, including without limitation to deploy, host, run, test, fine-tune, optimize, serve, and otherwise process Customer Models and related Customer applications and workflows; and/or (B) on a perpetual basis, provided the relevant Customer Content has been anonymized and does not identify Customer, for the purpose of generating Usage Data and generally enhancing the Service, such as improving infrastructure, performance, reliability, and platform capabilities. Company (alone and/or together with its Affiliates and service providers) may generate and commercially exploit Usage Data, as well as use such Usage Data for the purpose of research, development, analytics, and further developing Company's products and services, including improving the Service. Notwithstanding the abovementioned, Company shall not use Customer Content to train, retrain, or fine-tune any public or third-party artificial intelligence models.

7.7 Responsibility for Output. Customer acknowledges and agrees that artificial intelligence and machine learning are rapidly evolving fields, and that, given the probabilistic nature of artificial intelligence and machine learning, use of the Service may in some situations result in incorrect Output and/or the Output may not be unique across users (and the Service may generate the same or similar Output for different users of the Service). Customer is solely responsible and liable for evaluating and verifying (including without limitation by human review) the Output as being suitable and appropriate for Customer's needs and use. Company recommends Customer to carefully test, review, and vet the Output before implementation or other use. In addition, Customer shall not engage in any automatic decision-making (including, without limitation, profiling), or rely upon Output in isolation to make a decision, relating to any person, which has a legal effect or a similarly significant effect on that person. Moreover, Customer shall: (a) not represent that Output was human-generated when it was not; and (b) notify end users of the Output that factual assertions in Output should not be relied upon without independently checking the accuracy and completeness of the Output.

7.8 Data Storage. The Service is not intended to, and will not, operate as a data storage or archiving product or service, and Customer agrees not to rely on the Service for the storage of any Customer Content or Output whatsoever. Customer is solely responsible and liable for the maintenance and backup of all Customer Content and Output.

7.9 Company Security of Customer Content. To protect the confidentiality of Customer Content, Company will maintain administrative, physical, and technical safeguards for protection of the security and confidentiality of Customer Content. Those safeguards will include measures for preventing access, use, modification, or disclosure of Customer Content by Company personnel except (a) to perform under this Agreement (for example, to provide the Service, the Other Services, or to prevent or address Service-related technical problems), (b) as required by Law, or (c) as Customer permits in writing.

7.10 DPA. To the extent that, in connection with the processing of Customer Content pursuant to this Agreement, Customer requires a data processing agreement (“DPA”), Customer shall request (via email to support@pearlresearch.ai) and execute (and deliver to Company the executed copy of) the Company's applicable DPA template. Such executed DPA shall be deemed incorporated by reference into this Agreement.

8.1 Company IP. Notwithstanding anything herein to the contrary, Company (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to the following (collectively, “Company IP”):

• (a)the Service (and all underlying Intellectual Property);
• (b)Other Services;
• (c)the Service Content (but excluding the Output);
• (d)Company's Confidential Information;
• (e)any feedback, suggestions, or ideas for or about the Service or Service Content (collectively, "Feedback");
• (f)Usage Data; and
• (g)regardless of inventorship or authorship, any improvements, derivative works, enhancements, and/or modifications of/to any of the foregoing, as well as any other Intellectual Property (such as artificial intelligence or agentic AI agents, automations, workflows, prompts, configurations, and system instructions) conceived, authored, created, configured, instantiated, or otherwise developed by or on behalf of Company in connection with the Service or Other Services (but for clarity, excluding any Customer Content, Customer Models, and Output to the extent owned by Customer under this Agreement).

To the extent any of the foregoing Intellectual Property Rights do not automatically vest in Company, Customer hereby irrevocably assigns (and shall assign) same to Company (and its designees, successors, and assigns), and undertakes to do all things reasonably requested by Company (including without limitation executing, filing, and delivering instruments of assignment and recordation), at Company's expense, to perfect such ownership rights.

8.2 Usage Restrictions. As a condition to (and except as expressly permitted by) the Subscription, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part) (collectively, the “Usage Restrictions”): (a) copy, create public Internet “links” to, “frame”, or “mirror” any Company IP; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available any Company IP to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate any Company IP; (d) modify, adapt, translate, or create a derivative work of any Company IP; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, any Company IP; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in any Company IP; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of any Company IP; (h) use any Company IP to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the Service; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service, or use any robot, spider, scraper, or any other automated means to access the Service; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of Users or servers/machines that directly access or use the Service (sometimes referred to as ‘virtualisation', ‘multiplexing' or ‘pooling'); (k) forge or manipulate identifiers in order to disguise the origin of any Customer Content; (l) take any action that imposes or may impose (as determined in Company's reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (m) use the Service in connection with any stress test, penetration test, competitive benchmarking or analysis, or vulnerability scanning, or otherwise publish or disclose (without Company's prior express written approval) any the results of such activities or other performance data of the Service; (n) use the Service to circumvent the security of another person's network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; and/or (o) use any Company IP for the purposes of engaging in any illegal activities, generating defamatory, harassing, abusive, or hateful Content, infringing or violation the property rights or personal rights of others, generating malware or spam, impersonating others, promoting harmful activities, engaging in any activity that has a high risk of physical or economic harm, and/or providing any medical or financial advice.

10.1 Performance Warranty. Company warrants that: (a) the Service will operate in substantial conformity with the applicable performance specifications set out in the Documentation; and (b) Company shall perform Professional Services in a professional and workmanlike manner, in substantial conformity with the applicable Professional Services SOW ((a) and (b) collectively, the “Performance Warranty”). Provided that Customer notifies Company in writing of the alleged breach promptly, and in any event no later than thirty (30) days after performance of the defective Professional Services or, in the case of the Service, during the applicable Subscription Term after Customer becomes aware of the alleged non-conformity, specifying the breach in reasonable detail, Company will, as its sole liability and Customer's sole and exclusive remedy for any breach of the Performance Warranty, use commercially reasonable efforts to: (i) correct the non-conformity; (ii) re-perform the affected Professional Services; or (iii) at Company's option, terminate the affected non-conforming Service or Professional Services and refund the pro-rated, pre-paid Fees actually paid by Customer for the affected non-conforming Service or unperformed Professional Services, as applicable. The Performance Warranty will not apply to any error, non-conformity, or failure resulting, in whole or in part, from: (A) any use of the Service not in accordance with this Agreement, the Documentation, or the applicable Order; (B) any use of the Service in combination with any third party product, service, software, hardware, data, model, environment, or content not supplied or expressly approved by Company; (C) any modification, configuration, or alteration of the Service by any person other than Company or its authorized agents; (D) any Third Party Content, Customer Content, Customer Models, or other materials, instructions, or specifications provided by or on behalf of Customer; or (E) any equipment, software, hardware, services, systems, or other resources of Customer or any third party used in connection with the Service. For clarity, with respect to the Service, Company's sole obligation for any valid claim under Section 10.1(a) shall be to provide the applicable Support Services in accordance with this Agreement.

10.2 Disclaimer. OTHER THAN THE PERFORMANCE WARRANTY, THE SERVICE, SERVICE CONTENT, OTHER SERVICES, EVALUATION PRODUCTS, ANY REPORTS OR OUTPUT GENERATED BY THE SERVICE, AS WELL AS ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF THE COMPANY HEREUNDER (COLLECTIVELY, THE “COMPANY MATERIALS”) ARE PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED BY COMPANY AND ITS LICENSORS.

COMPANY DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION:

• (A)REGARDING THE EFFECTIVENESS, ACCURACY, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF COMPANY MATERIALS;
• (B)THAT CUSTOMER'S USE OF COMPANY MATERIALS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE;
• (C)REGARDING THE OPERATION OF ANY CELLULAR NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR OR DATA CONNECTIVITY PROBLEMS;
• (D)REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS;
• (E)THAT ANY MODEL, CUSTOMER MODEL, OUTPUT, FINE-TUNING, OPTIMIZATION, INFERENCE RESULT, OR OTHER ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING RELATED RESULT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, NON-BIASED, NON-INFRINGING, EXPLAINABLE, OR SUITABLE FOR CUSTOMER'S OR ANY THIRD PARTY'S PARTICULAR USE CASE OR PURPOSE;
• (F)THAT ANY OUTPUT WILL BE UNIQUE, OR THAT THE SERVICE WILL NOT GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR ANY THIRD PARTY;
• (G)THAT ANY THIRD PARTY CONTENT, THIRD PARTY MODEL, OPEN SOURCE COMPONENT, DATASET, REPOSITORY, API, SDK, INFRASTRUCTURE, OR OTHER THIRD PARTY DEPENDENCY WILL BE AVAILABLE, COMPATIBLE, UNCHANGED, OR CONTINUE TO BE OFFERED ON THE SAME TERMS;
• (H)THAT ANY CUSTOMER MODEL, DATASET, ADAPTER, CONFIGURATION, WORKFLOW, APPLICATION, OR DEPLOYMENT WILL FUNCTION AS INTENDED WITH THE SERVICE OR IN ANY PARTICULAR ENVIRONMENT;
• (I)THAT THE SERVICE WILL SATISFY ANY PARTICULAR LATENCY, THROUGHPUT, RESPONSE TIME, SCALING, CAPACITY, HARDWARE AVAILABILITY, REGION AVAILABILITY, OR OTHER PERFORMANCE OR COMPUTE REQUIREMENT; OR
• (J)THAT THE SERVICE, ANY OUTPUT, OR CUSTOMER'S USE THEREOF WILL COMPLY WITH ANY ARTIFICIAL INTELLIGENCE, AUTOMATED DECISION-MAKING, TRANSPARENCY, EXPLAINABILITY, RECORDKEEPING, OR INDUSTRY-SPECIFIC LEGAL OR REGULATORY REQUIREMENTS.

COMPANY WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, FOR ISSUES RELATED TO HOSTING PROVIDERS OR PUBLIC NETWORKS, OR FOR FAILURES, DELAYS, OR PERFORMANCE ISSUES ARISING FROM CUSTOMER SYSTEMS, CUSTOMER ENVIRONMENTS, THIRD PARTY CONTENT, OR THIRD PARTY INFRASTRUCTURE. WITHOUT LIMITING THE FOREGOING, THE SERVICE IS NOT DESIGNED OR LICENSED FOR HIGH-RISK, SAFETY-CRITICAL, MISSION-CRITICAL, OR TIME-CRITICAL USES, AND COMPANY DISCLAIMS ANY WARRANTY OF FITNESS FOR SUCH USES.

11.1 EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDER SECTION 9 (CONFIDENTIALITY), CUSTOMER'S BREACH OF THE SUBSCRIPTION (INCLUDING WITHOUT LIMITATION A BREACH BY CUSTOMER OF THE USAGE RESTRICTIONS), AND/OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

• (a)ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;
• (b)ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR INCREASED OR WASTED EXPENDITURE;
• (c)ANY INABILITY TO PROVIDE THE SERVICES, IN WHOLE OR IN PART, DUE TO ANY BUG, ERROR OR FAILURE IN THE PEARL BLOCKCHAIN;
• (d)ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR
• (e)THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

11.2 THE COMBINED AGGREGATE LIABILITY OF COMPANY AND ALL COMPANY AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, ONE HUNDRED US DOLLARS (USD$100)). FOR THE AVOIDANCE OF DOUBT, THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE FOREGOING LIMIT.

11.3 THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, MISREPRESENTATION, OR OTHERWISE.

12.1 Indemnification by Company. In the event that, during the term of this Agreement and the six (6) month period thereafter, a third party makes or institutes any claim, action, or proceeding against Customer alleging that Customer's authorized access and use of the Service in accordance with this Agreement infringes such third party's copyright or patent (an “Infringement Claim”), Company shall (as its sole liability, and as Customer's sole remedy, in connection with such Infringement Claim):

• (a)At its own expense, defend Customer against the Infringement Claim; and
• (b)Indemnify and hold harmless Customer for any amount finally awarded against or imposed upon Customer by the court (or otherwise agreed in settlement) under the Infringement Claim (provided, however, that any insurance recoveries and/or indemnity or contribution amounts received by the Customer prior to receipt of indemnification by Company, shall reduce the indemnifiable amount to be paid by Company by the amount of such recovery).

Company will have no obligation or liability under this Section (Indemnification by Company) to the extent that the Infringement Claim is based on or results from: (i) a modification to the Service not made by Company; (ii) the combination of the Service with any third party product or service; (iii) any Customer instructions or specifications; (iv) any Customer breach under this Agreement; and/or (v) any failure by Customer to use the most current version of the Service made available by Company pursuant to this Agreement.

Should the Service (in whole or in part) become, or in Company's opinion be likely to become, the subject of an Infringement Claim or an injunction prohibiting Customer's use of the Service, then Customer permits Company, at Company's option and expense, to either: (x) obtain for Customer the right to continue using the Service (or part thereof, as applicable); or (y) replace or modify the Service (or part thereof, as applicable) so that its use hereunder becomes non-infringing; provided, however, that if (x) and (y) are not, in Company's opinion, commercially feasible, Company may terminate this Agreement upon written notice to Customer, and, following Customer's compliance with all post-termination obligations, Customer shall be entitled to receive a pro-rated refund of any prepaid Subscription-related Fees hereunder based remaining period of the Subscription Term.

12.2 Indemnification by Customer. If Company or its Affiliates (or their respective directors, officers, or employees) (collectively, “Company Indemnitees”) incur or suffer any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorney's fees, etc.) under or in connection with any demand, claim, suit, or proceeding made or brought (whether by an individual, organization, or governmental agency) against a Company Indemnitee (each, a “Misuse Claim”), and such Misuse Claim arises directly or indirectly from any breach by Customer under this Agreement and/or from Customer's use of the Service and/or from any Customer Content, Customer agrees to:

• (a)At its own expense, defend Company Indemnitees against the Misuse Claim; and
• (b)Indemnify and hold harmless Company Indemnitees for such loss and liability, as well as for any amount finally awarded against or imposed upon Company Indemnitees by the court (or otherwise agreed in settlement) under the Misuse Claim.

12.3 Indemnity Procedure. As a condition to indemnification under this Section (Indemnification), the indemnified Party agrees: (A) to provide the indemnifying Party with prompt written notice of the Infringement Claim or Misuse Claim, as applicable (the “Claim”); (B) to cede to the indemnifying Party sole control of the defense and settlement of the Claim (except that any settlement shall require the indemnified Party's prior written consent, not to be unreasonably withheld, conditioned or delayed); (C) to provide the indemnifying Party with all information and assistance reasonably requested by it; and (D) not to admit any liability under (or otherwise compromise the defense of) the Claim. The indemnified Party may participate in the defense of the Claim at its own cost and expense.

13.1 Term of Agreement. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue for the duration of the Subscription Term (defined below).

13.2 Renewals. Unless specified otherwise in the Order, upon expiration of the initial Subscription term specified in the Order (the “Initial Subscription Term”), the Order and Subscription shall automatically renew for successive renewal terms of equal length as the Initial Subscription Term (each a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”), unless either Party notifies the other Party in writing that it chooses not to renew (“Non-Renewal Notice”); provided, however, that the Non-Renewal Notice is given at least thirty (30) days prior to the end of the then-current Subscription Term.

13.3 Termination. This Agreement may be terminated as follows:

• (a)In accordance with any termination rights specified the Order;
• (b)Either Party may terminate this Agreement for cause upon written notice if the other Party commits a material breach under this Agreement, and fails to cure such breach within thirty (30) days after receiving written notice from the other Party alleging the breach. The foregoing 30-day cure period shall: (i) not be required if the breach is not curable; and (ii) be reduced to ten (10) days if the material breach in question is non-payment by Customer;
• (c)Either Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (i) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (ii) the other Party makes a general assignment for the benefit of its creditors; (iii) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief Law, which proceedings are not dismissed within sixty (60) days; or (iv) the other Party is liquidating, dissolving or ceasing normal business operations; and/or
• (d)Company may terminate this Agreement convenience upon thirty (30) days' prior written notice to Customer. In case of such termination for convenience by Company, Customer shall be entitled to receive a pro-rated refund of any pre-paid and unutilized Fees under the Order based on the remaining period of the then-current Subscription Term.

13.4 Suspension. Company reserves the right to temporarily suspend provision of the Service: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer's breach of the Subscription (such as a breach of the Usage Restrictions); (c) if Company reasonably determines suspension is necessary to avoid material harm to Company, to its other customers, or to the Service, including if the Service's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Company's control, or (d) as required by Law or at the request of governmental entities.

13.5 Effect of Termination. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate; (b) Customer shall cease all access and use of the Service and uninstall all Installed Software (and Company shall be entitled to remotely uninstall all Installed Software or deactivate the Service) and certify in a signed writing that it has done so; and (c) Customer shall pay any outstanding Fees and other charges that accrued as of termination (even if termination takes effect prior to the end of a billing cycle), which shall become immediately due and payable, and, if necessary, Company shall issue a final invoice therefor; and (d) upon written notice to Company, Customer will have up to ten (10) calendar days to access the Service solely to the extent necessary to retrieve Customer Content (“Retrieval Right”) (and if Customer exercises its Retrieval Right, this Agreement shall continue in full force and effect for the duration of the Retrieval Right). Company shall have no further obligation to make Customer Content available after the later of (A) the effective date of termination of this Agreement, or (B) the Retrieval Right period, if applicable, and thereafter Company shall be entitled to delete the Customer Content.

13.6 Survival. Sections 7 (Customer Content and Output) through 14 (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive or that ought by its nature to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

14.1 Entire Agreement. This Agreement (and its annexes) represents the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. In entering into this Agreement, neither Party is relying on any representation or statement not expressly specified in this Agreement. Any terms or conditions (whether printed, hyperlinked, or otherwise) in any purchase order or other standardized business forms, which purport to supersede, modify, or supplement this Agreement, shall be deemed rejected, void and of no effect (even if Company signs or acknowledges such document). Customer shall include the Order reference/number in any purchase order issued to Company. The section and subsection headings used in this Agreement are for convenience of reading only, and shall not be used or relief upon to interpret this Agreement. This Agreement may be executed in any number of counterparts (including digitally, electronically scanned and e-mailed PDF copies, and any similarly signed and electronically or digitally transmitted copies) each of which will be considered an original, but all of which together will constitute one and the same instrument.

14.2 Amendment. This Agreement may only be modified or supplemented by a written instrument referencing this Agreement, which is duly signed by each Party.

14.3 Precedence. To the extent of any conflict or inconsistency between a provision in this Agreement on the one hand, and a provision in the Order or a Professional Services SOW on the other hand, the former shall prevail (except to the extent expressly stated otherwise in the Order or Professional Services SOW, or to the extent related solely to the commercial or technical particulars of the Order or Professional Services SOW, in which case the latter shall prevail).

14.4 Third Party Content. The Service may present, integrate with, or otherwise allow Customer to access, deploy, use, host, fine-tune, link to, and/or interact with, third party Content, models, model providers, datasets, repositories, software, tools, plugins, APIs, infrastructure, and other services or materials that are not owned or controlled by Company (collectively, “Third Party Content”). The Service may also enable Customer to communicate with the related third parties. The display, availability, or interoperability of any such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company of such Third Party Content or third party, nor any affiliation between Company and such third party. Company shall have no obligation or liability of any kind whatsoever for Third Party Content or for the third party's policies, practices, actions, omissions, availability, licensing terms, end user license agreements, acceptable use policies, or other supplemental terms applicable thereto. Customer is solely responsible for reviewing and complying with any such third party terms applicable to its use of Third Party Content. If Customer enables or uses Third Party Content with the Service, Company will allow the relevant Third Party Content providers to access and use Customer Content as required for the interoperation of the Third Party Content and the Service. Any Third Party Content provider's use of Customer Content is subject to the applicable agreement between Customer and the Third Party Content provider.

14.5 Third Party Software. The Service may include what is commonly referred to as ‘open source’ software. Under some of their respective license terms and conditions, Company may be required to provide Customer with notice of the license terms and attribution to the third party, in which case Company may provide Customer with such information (whether via the Service, via the Site, or otherwise). Notwithstanding anything to the contrary herein, use of the open source software will be subject to the license terms and conditions applicable to such open source software, to the extent required by the applicable licensor (which terms and conditions shall not restrict the license rights granted to Customer hereunder), and to the extent any such license terms and conditions grant Customer rights that are inconsistent with the limited rights granted to Customer in this Agreement, then such rights in the applicable open source license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. Company will comply with any valid written request submitted by Customer to Company for exercising any rights Customer may have under such license terms and conditions.

14.6 Assignment. This Agreement may not be assigned by Customer, in whole or in part, without Company's prior express written consent. Company may assign this Agreement, in whole or in part, without restriction or obligation. Furthermore, any Company obligation hereunder may be performed (in whole or in part), and any Company right (including invoice and payment rights) or remedy may be exercised (in whole or in part), by an Affiliate of Company. Any prohibited assignment will be null and void. Subject to the provisions of this Section (Assignment), this Agreement will bind and inure to the benefit of each Party and its respective successors and assigns.

14.7 Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and are hereby disclaimed. Any claim, dispute or controversy between the Parties will be subject to the exclusive jurisdiction and venue of the courts located in New York County, New York and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction. AS APPLICABLE, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE CORRESPONDING LIABILITY AROSE. Any claims or damages that Customer may have against Company shall only be enforceable against Company, and not any other entity or Company's officers, directors, representatives, employees, or agents. Without derogating from any limitations or exclusions of liability in this Agreement, Customer hereby irrevocably waives any claims against Company for sums to which Customer is entitled under any insurance policy carried by or on behalf of Customer.

14.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

14.9 Publicity. Company may use Customer's name and logo on the Site and in Company promotional materials to state that Customer is a customer, and Customer further agrees to serve as a reference customer and to cooperate with Company's reasonable marketing and referencing requests (which may include the creation and promotion of a case-study to be published in Company's promotional and marketing materials, such as on the Site).

14.10 Waiver and Remedies. No failure or delay on the part of either Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing, duly signed by the waiving Party, and will be valid only in the specific instance in which given. Except as may be expressly provided otherwise in this Agreement, no right or remedy conferred upon or reserved by either Party under this Agreement is intended to be, or will be deemed, exclusive of any other right or remedy under this Agreement, at law, or in equity, but will be cumulative of such other rights and remedies.

14.11 Supplemental Terms. Features and functionalities may be accompanied by separate or additional terms and conditions (“Feature Specific Terms”). Third Party Content may be accompanied by separate or additional terms and conditions (“Third Party Content Terms”, and together with Feature Specific Terms, “Supplemental Terms”). Supplemental Terms may be set forth in the Order and/or may require Customer's acceptance (via the Service) prior to Customer accessing the applicable feature, functionality, or Third Party Content. Except to the extent expressly stated otherwise within the Supplemental Terms, all Supplemental Terms apply in addition to (and not instead of) this Agreement.

14.12 No Third Party Beneficiaries. Except as may be otherwise expressly provided in this Agreement (such as Company's Affiliates), there shall be no third-party beneficiaries of or under this Agreement.

14.13 Relationship. The relationship of the Parties is solely that of independent contractors. Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, joint venture, franchise, fiduciary, partnership, association, or otherwise between the Parties. Except to the extent required by Company in connection with the provision of the Service and/or the performance of the Company's obligations hereunder, neither Party has any authority to enter into agreements of any kind on behalf of the other Party and neither Party will create or attempt to create any obligation, express or implied, on behalf of the other Party.

14.14 Force Majeure. Neither Party shall have any liability for any performance (excluding payment obligations) under this Agreement that is prevented, hindered, or delayed by reason of an event of Force Majeure (defined below). The Party so affected shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed by the Force Majeure. If and when performance is resumed, all dates specified under this Agreement shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure. For purposes of this Agreement, an event of “Force Majeure” shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, not the fault of either party; (c) invasion, war (declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental or quasi-governmental authorities (including without limitation lockdowns); (e) failure of the internet or any public telecommunications network, failure of any blockchain, including the Pearl blockchain, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control of the affected Party. Notwithstanding the foregoing, Customer shall not be entitled to use, or rely on, this Section (Force Majeure) in connection with any Customer breach of the Subscription and/or of Company's Intellectual Property Rights. For the avoidance of doubt, any problems relating to hosting of the Service by a third party is beyond the reasonable control of Company.

14.15 Notices. Any notice or communication required or permitted under this Agreement will be in writing to the addresses set forth in this Agreement (or at such other address as may be given in writing by either Party), and will be deemed to have been received by the addressee upon: (a) personal delivery; (b) the second business day after being mailed or couriered; or (c) the day of sending by email, except for notices of breach (other than for non-payment) or an indemnifiable claim, which must be made by mail or courier. Email notifications to Company shall be to the email address specified in the Order. Company may also give Customer notices via Customer's Account and/or via postings on or through the functionality of the Service (and such notices shall be deemed given immediately).

14.16 Export Compliance. Customer represents and warrants that: (a) it is not a resident of, and will not access, use, receive, transfer, export, re-export, import, re-import, divert, disclose, or otherwise make available any Company IP in, a country that the U.S. government has embargoed, and that Customer is not a person or entity named on the U.S. Treasury Department's list of Specially Designated Nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) its country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to Company. Customer shall not transfer, export, re-export, import, re-import, divert, disclose, access, use, or otherwise make available any Company IP in violation of any Export Control Laws (defined below), and shall not transfer, export, re-export, import, re-import, divert, disclose, access, use, or otherwise make available any Company IP to Lebanon, Syria, Iran, Iraq, Sudan, Yemen, Cuba, North Korea, Russia, or to the Crimea, Donetsk, or Luhansk regions of Ukraine (or other countries specifically designated in writing by Company from time to time). In the event of a breach under this Section (Export Compliance), Customer agrees to indemnify and hold harmless Company and all Company Affiliates (and their respective directors, officers, and employees) for any fines and/or penalties imposed upon Company or a Company Affiliate (or such persons) as a result of such breach. “Export Control Laws” means all applicable export and re-export control Laws applicable to Customer and/or Company or its Affiliates, as well as the United States' Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the U.S. Department of State.

14.17 Customer Resources. Except for the Service, Customer shall be solely responsible: (a) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed for Customer to access and use the Service; (b) for ensuring their compatibility with the Service; and (c) for obtaining (and maintaining) all consents and licenses necessary to exercise Customer's rights under the Subscription. In the event Company is legally or contractually required to modify or replace features or functionalities of the Service in order to ensure the Service complies with the terms of service or privacy policies of various platforms, networks and/or websites, Customer shall be responsible for making all necessary changes to Customer's hardware, software, systems, assets, and facilities in order to continue using the Service.

14.18 Expense. Except as may be expressly stated otherwise in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).

14.19 Government Users. If Customer is a U.S. government entity, or this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that the Service constitutes “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212, DFARS 252.227-7014 and DFARS 227.7202. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Service shall be as provided in this Agreement. If a government agency needs additional rights, it must negotiate a mutually acceptable signed written addendum to this Agreement specifically granting those rights.

14.20 Participation in Drafting; Essential Basis of the Agreement. The Parties intend that this Agreement be interpreted in all instances as if the Parties participated equally in the drafting of all its provisions, and that no provision in this Agreement should be interpreted in a manner unfavorable to a Party on the basis that it drafted the provision. Moreover, Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions of this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

14.21 Subpoenas. Nothing in this Agreement prevents Company from disclosing Customer Content to the extent required by Law, subpoenas, or court orders, but Company will use commercially reasonable efforts to notify Customer where permitted to do so.

14.22 High-Risk Activities. Customer shall not use the Service with or for, and acknowledges that the Service is not intended for, High-Risk Activities. “High-Risk Activities” means activities where use or failure of the Service could lead to death, personal injury, damage to tangible property, or environmental damage, and includes without limitation life support systems, emergency services, nuclear facilities, autonomous vehicles, and traffic control.

14.23 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value.