End User License Agreement

4.1. Confidential Information. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is marked or identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Licensor’s Confidential Information includes all non-public aspects of the Service and the Documentation.

4.2. Obligations. The Receiving Party will (a) use the Disclosing Party’s Confidential Information solely to perform under this Agreement; (b) protect the Disclosing Party’s Confidential Information using the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; and (c) limit disclosure to its employees, contractors, advisors, and affiliates who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Section.

4.3. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was known to the Receiving Party prior to receipt from the Disclosing Party without confidentiality obligation; (c) is rightfully received from a third party without confidentiality obligation; or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

4.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that it gives the Disclosing Party reasonable prior notice (where legally permitted) and reasonable cooperation in seeking confidential treatment.

4.5. Duration. The obligations in this Section continue for three (3) years following termination or expiration of this Agreement, except that obligations with respect to information constituting a trade secret continue for so long as such information remains a trade secret under applicable law.

5.1. Mutual Representations. Each party represents and warrants that: (a) it has full corporate or limited-liability-company power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized, executed, and delivered and is enforceable against it in accordance with its terms; and (c) its performance under this Agreement will not violate applicable law or any contractual obligation owed to a third party.

5.2. Disclaimers. LICENSEE UNDERSTANDS AND AGREES THAT THE SERVICE RELIES ON ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, AND SIMILAR TECHNOLOGIES (“AI TECHNOLOGY”) TO PRODUCE INSIGHTS, RECOMMENDATIONS, AND SUMMARIES (“OUTPUT”), AND THAT AI TECHNOLOGY IS EVOLVING AND MAY PRODUCE OUTPUT THAT IS INACCURATE, INCOMPLETE, BIASED, OR REPETITIVE. LICENSEE MUST EXERCISE INDEPENDENT PROFESSIONAL JUDGMENT BEFORE RELYING ON ANY OUTPUT. AS BETWEEN THE PARTIES, LICENSEE IS SOLELY RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, APPROPRIATENESS, AND SUITABILITY OF ALL LICENSEE DATA. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, SYSTEM AVAILABILITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. LICENSEE ACKNOWLEDGES THAT THE SERVICE MAY CONTAIN BUGS, ERRORS, AND DEFECTS. LICENSOR ASSUMES NO LIABILITY FOR ANY TECHNICAL MALFUNCTION, INABILITY TO ACCESS THE SERVICE, OR OTHER ISSUES ARISING FROM THIRD-PARTY SERVICES OR OTHER THIRD-PARTY HARDWARE OR SOFTWARE.

7.1. Term. The term of this Agreement will commence on the date Licensee first accesses the Service and will continue for the duration of Licensee’s access to the Service (the “Term”), unless terminated earlier in accordance with this Agreement.

7.2. Termination. Licensor may terminate this Agreement, effective immediately upon written notice to Licensee, if (a) Licensee breaches any provision in Section 3, or (b) Licensee breaches any other provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from Licensor.

7.3. Effects of Termination. Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease to exist, and Licensee must promptly discontinue all use of the Service and destroy all copies of the Documentation in Licensee’s possession or control. Upon Licensor’s written request, Licensee must certify in writing to Licensor that it has fully complied with the foregoing requirements.

7.4. Survival. Sections 3 (License Restrictions), 4 (Confidentiality), 5.2 (Disclaimers), 6 (Limitation of Liability), 7.3 (Effects of Termination), 8 (General), and 9 (Definitions) will survive expiration or termination of this Agreement for any reason.

8.1. Proprietary Rights. The Service and Documentation, and all worldwide Intellectual Property Rights therein, are the exclusive property of Licensor and its suppliers. All rights in and to the Service not expressly granted to Licensee in this Agreement are reserved by Licensor and its suppliers. Nothing in this Agreement will be deemed to grant, by implication, by estoppel, or otherwise, a license under any of Licensor’s existing or future patents; Licensor agrees that it will not assert any of its rights under such patents against Licensee based upon the exercise by Licensee of the license granted in Section 2. Licensee will not remove, alter, or obscure any proprietary notices (including copyright notices) of Licensor or its suppliers on the Service or the Documentation.

8.2. No Maintenance or Support. Licensor is not required to provide any maintenance or support services with respect to the Service under this Agreement.

8.3. Compliance with Laws. Licensee acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Service. Licensee agrees that it will not export or re-export the Service in any form in violation of the export or import laws of the United States or any foreign jurisdiction. Licensee will defend, indemnify, and hold harmless Licensor from and against any Losses arising from any violation of such laws or regulations by Licensee or any of its agents, officers, directors, or employees.

8.4. Assignment. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Service) to any third party without Licensor’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void.

8.5. U.S. Government End Users. If Licensee is a branch or agency of the United States Government, the following provision applies. The Service and Documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3.

8.6. Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth on the applicable purchase order, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.

8.7. Governing Law. This Agreement will be governed by the laws of the State of Delaware, without reference to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

8.8. Remedies. Except as provided in Section 6, the parties’ rights and remedies under this Agreement are cumulative. Licensee acknowledges that the Service contains valuable trade secrets and proprietary information of Licensor, that any actual or threatened breach of Section 3 will constitute immediate, irreparable harm to Licensor for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any action or proceeding is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

8.9. Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

8.10. Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Licensee agrees that Section 6 will remain in effect notwithstanding the unenforceability of any provision in Section 5.

8.11. Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including without limitation”.

8.12. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by Licensee to Licensor will have no effect, except to the extent such purchase order sets forth the applicable License Fees.