Last Updated: September 8, 2025

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE (THIS “AGREEMENT”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE (AS DEFINED BELOW).

This Agreement, by and between Customer and GSI Technologies LLC (“Company”), is effective as of the date on which Customer clicks a box accepting this Agreement (the “Effective Date”) and governs Customer’s use of Company’s proprietary software-as-a-service platform (the “Service”), which is an AI‑native, cloud-based platform designed to automate accounting, reporting and financial analytics, and related workflows, and may include features such as automated transaction categorization, financial report generation, data visualization, predictive analysis and other AI-driven insights. Company reserves the right to change or modify portions of this Agreement at any time. If Company does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. Company will also notify Customer, either through an email notification or through other reasonable means. Any such changes will become effective upon Customer’s acceptance of the same (which acceptance may be granted by clicking a box indicating acceptance of the new Service Agreement or by delivery of an email notification of such changes to Customer’s email address registered with the Services without an objection to such changes issued by Customer to Company in writing within ten (10) business days of such delivery). Each of Company and Customer may be referred to herein individually as a “Party” or collectively as “Parties”.

1. ACCESS TO THE SERVICE.

1.1. Access Grant.

Company will use commercially reasonable efforts to make the Service available to Customer. Subject to the terms and conditions of this Agreement, Company hereby grants Customer the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during term of this Agreement for (a) any trial period for Evaluation Services (as defined below) and (b) the period of any paid subscription, in each solely for Customer’s internal business operations and purposes or as part of the services it provides to its customers in the ordinary course of business, and not for resale or sublicense to third parties.

1.2. Restrictions and Responsibilities.

Customer will not use the Service for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service; (b) modify, translate, or create derivative works based on the Service; (c) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like. Customer will also be responsible for maintaining the confidentiality of Customer’s usernames, passwords and account details, and for any actions taken by parties with access to such usernames and passwords. Customer agrees not to disclose such usernames and passwords to any third parties (other than employees of Customer). Customer will inform Company immediately if it discovers that any such username and/or password has been disclosed or made available to a third party, or that any unauthorized third party is otherwise accessing or using the Service. Without limiting any other rights or remedies set forth herein or available pursuant to law, Company may immediately suspend Customer’s access to the Service if Customer is in breach of any term or condition of this Agreement.

1.3. License to Customer Data.

Customer hereby grants to Company a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors and consultants performing services on behalf of Company), non-transferable (subject to Section 10.6) right and license to copy, distribute, display, create derivative works of and otherwise use the data and information submitted, transmitted or uploaded by Customer via the Service (the “Customer Data”) to (a) provide the Service and otherwise perform Company’s obligations under this Agreement, (b) improve and develop Company’s products and services, including by training and developing models and/or algorithms, and (c) create deidentified data (“Deidentified Data”), which Deidentified Data will not identify Customer or any individuals associated therewith. For the avoidance of doubt, Deidentified Data is not Customer Data.

1.4. Feedback.

Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to Company with respect to the Service or Evaluation Services. Company will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to Company a royalty-free, fully paid up, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback. Customer acknowledges and agrees that Feedback is not Confidential Information (as defined below).

1.5. Evaluation Services.

From time to time, Customer may be invited to try certain services at no charge for a free trial or evaluation period or if such services are not generally available to customers (collectively, “Evaluation Services”). Evaluation Services will be designated as beta, pilot, evaluation, trial, limited release or the like. Evaluation Services are for Customer’s internal evaluation purposes only and, notwithstanding anything to the contrary set forth herein, are provided “as is” without warranty of any kind, and may be subject to additional terms (such as capping the volume of data or restricting certain features). Any Evaluation Services trial period will expire at the end of the specified trial period (or, if no such period is specified, sixty (60) days from the trial start date) or the state date of Customer’s paid subscription (if Customer chooses to subscribe before the trial ends). Company may discontinue Evaluation Services at any time in its sole discretion and may never make them generally available. Company will have no liability for any harm or damage arising out of or in connection with any Evaluation Services.

1.6. Third Party Services.

The Service may enable access to or integration with certain third party services, products, solutions, software or technology (such as accounting software, payment providers, or cloud storage) which are currently or may be in the future utilized by Customer and with respect to which Customer has a separate contractual relationship with the applicable third party (collectively, the “Third Party Services”). The Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and Customer may be required to authenticate to or create separate accounts to use Third Party Services. Some Third Party Services may provide Company with access to certain information that Customer has provided to such Third Party Services. Any data, information or other materials related to Customer collected via or received by Company from any Third Party Service will be deemed Customer Data. Company has no control over and is not responsible for such Third Party Services, including the accuracy, availability, reliability or completeness of information shared by or available through the Third Party Services, or on the privacy practices of the Third Party Services. Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services. Company enables these Third Party Services merely as a convenience and the integration or inclusion of such Third Party Services does not imply an endorsement or recommendation. Any dealings Customer has with third parties while using the Service are between Customer and the third party. Company is not liable for any loss caused by or claim that Customer may have against any such third party or that arise under Customer’s agreements with any such third party.

2. OWNERSHIP; RESERVATION OF RIGHTS.

Customer acknowledges and agrees that, as between the Parties, Company retains all right, title and interest in and to the Service and all associated intellectual property rights. Company grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Service. Customer will acquire no right, title, or interest in and to the Service other than the limited licensed rights expressly granted under this Agreement. Notwithstanding the foregoing, except for the limited rights expressly granted to Company under this Agreement, Customer retains all right, title and interest in and to the Customer Data.

3. SUBSCRIPTION PLANS; FEES; PAYMENT TERMS.

3.1. Subscription Plans.

After any trial period for Evaluation Services, continued use of the Services requires a paid subscription. Subscription plans may be offered on a monthly, annual, or other term basis. The price, features, and limits of the Services will be based on the plan Customer chooses.

3.2. Auto-Renewal.

All subscriptions will automatically renew at the end of each subscription term (e.g., at the end of the month for monthly plans, or at the end of the year for annual plans) unless Customer cancels prior to the renewal date. For each auto-renewal, Company will charge Customer’s designated payment method at the then-current subscription rate, on the first day of the new term. Subscriptions renew for successive periods equal in length to the original term (e.g. a monthly plan will renew for month-to-month, an annual plan for one year). If Customer does not wish for a subscription to auto-renew, Customer must cancel it before the end of Customer’s then-current term (see Section 4.2 below on cancellation).

3.3. Fees; Payment Terms.

Customer will be required to provide Company (or its payment processor) with information regarding its credit card or other payment instrument. Customer represents and warrants that such information is true and that it is authorized to use the payment instrument. Customer will promptly update its account information with any changes that may occur. In exchange for use of the Service and the rights granted pursuant to this Agreement, Customer will pay to Company the fees specified at the time of purchase, including for the subscription plan Customer selects through online sign-up flow or otherwise (the “Fees”) in accordance with the terms and conditions set forth herein and therein, and Customer hereby authorizes Company to bill its payment instrument for such Fees. Payment obligations are non-cancelable and any Fees paid are non-refundable. Unpaid Fees are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower. Company is not liable for any bank or payment provider fees (such as overdraft charges) Customer may incur due to charges Company makes in accordance with this Agreement.

3.4. Fee Changes.

Company may modify the Fees from time to time. Company will give Customer reasonable advance notice of any Fee increase and such changes will apply upon Customer’s next renewal. If Customer does not agree to a Fee change, Customer may cancel its subscription before the new fees take effect. Continued use of the Services after the effective date of a fee change constitutes acceptance of the new fees.

3.5. Net of Taxes.

All amounts payable by Customer to Company hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, royalties, know-how payments, customs, privilege, excise, sales, use, value-added and property taxes (collectively “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Customer will not withhold any Taxes from any amounts due Company.

4. TERM; TERMINATION.

4.1. Term; Termination.

This Agreement will commence on the Effective Date and continue until terminated as provided herein. If Customer purchases a subscription, the initial subscription term will commence on the subscription start date (or end of any trial period for Evaluation Services) and continue for the period selected (e.g., one month, one year). After the initial subscription term, the subscription will automatically renew as described in Section 3.2 above. A Party may terminate this Agreement immediately upon written notice to the other Party if such other Party materially breaches any material provision of this Agreement and does not cure such material breach within thirty (30) days after receiving written notice thereof.

4.2. Cancellation.

Customer may cancel its subscription at any time through the account management settings or by contacting Company support. If Customer cancels an auto-renewing subscription, the cancellation will take effect at the end of the then-current billing period – Customer will retain access to the Services until that period ends, but Customer’s subscription will not auto-renew thereafter. To avoid being charged for the next term, Customer must cancel before the renewal date. For example, for a month-to-month plan, cancel at least one business day before the next month starts; for an annual plan, cancel at least one business day before the anniversary date. Once cancellation is effective, Customer will have access to limited features of the Services for up to sixty (60) days, during which time an export of Customer Data will be made available through the Services. Customer Data will be retained for sixty (60) days.

4.3. Effect of Termination.

In the event that this Agreement expires or is terminated for any reason, all rights granted to Customer with respect to the Service will immediately terminate, and Customer will (a) cease use of the Service; and (b) pay to Company all amounts due and owing under this Agreement (to the extent not previously paid). In addition, upon expiration or termination of this Agreement, each Recipient (as defined below) will return to the Discloser (as defined below) or destroy, at the Discloser’s election, all of the Discloser’s Confidential Information and all copies or other tangible embodiments thereof.

4.4. Survival.

Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 1.2 (Restrictions and Responsibilities), 1.4 (Feedback), 2 (Ownership; Reservation of Rights), 3 (Fees; Payment Terms), 4 (Term; Termination), 5 (Confidentiality), 6.2 (Disclaimers), 6.3 (No Professional Advice), 7 (Limitations of Liability), 8 (Indemnification) and 10 (General) will survive.

5. CONFIDENTIALITY.

5.1. Definition of Confidential information.

“Confidential Information” means, subject to the exceptions set forth in Section 5.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a Party (the “Discloser”) to the other Party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section 5.2 hereof.

5.2. Exceptions to Confidential Information.

Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.

5.3. Use and Disclosure of Confidential Information.

The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees and contractors who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees or contractors are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.

5.4. Disclosures Required by Law.

In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

6.1. Mutual Representations and Warranties.

Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties. In addition, Customer represents, warrants and covenants that (i) it has all rights necessary to permit Company to use the Customer Data as contemplated hereunder and (ii) the Customer Data will be true, accurate and complete.

6.2. Data Privacy.

The Parties acknowledge that Customer Data may include information that is considered personal data under applicable data privacy laws (“Personal Data”). Company will process such Personal Data to provide the Service and otherwise in accordance with this Agreement. Customer represents and warrants that it has all necessary rights, consents, and permissions required to provide the Personal Data to Company for the purposes contemplated by this Agreement. Company will not sell Personal Data. Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of the Customer Data.

6.3. Disclaimers.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED ON AN “AS-IS” BASIS AND COMPANY DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR THAT OPERATION OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED.

6.4. No Professional Advice.

Company provides information technology services. It does not provide legal, tax, financial, auditing, accounting or other professional advice and the Service is not intended as a substitute for professional advice or services. Customer will use independent judgement and discretion and acknowledges that the Services are for informational purposes only. Never disregard professional advice or delay in seeking it or encouraging any third party to seek it because of information obtained from the Service.

7. LIMITATIONS OF LIABILITY.

7.1. Disclaimer of Consequential Damages.

EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER’S BREACH OF SECTION 1.2 (RESTRICTIONS AND RESPONSIBILITIES) ABOVE AND (B) EITHER PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY) ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

7.2. General Cap on Liability.

EXCEPT FOR LIABILITY ARISING FROM (A) CUSTOMER’S BREACH OF SECTION 1.2 (RESTRICTIONS AND RESPONSIBILITIES) ABOVE, (B) EITHER PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY) ABOVE, AND (C) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 8.1 AND 8.2 BELOW, AS APPLICABLE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

7.3. Independent Allocations of Risk.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8. INDEMNIFICATION.

8.1. Indemnification by Company.

Company will indemnify, defend and hold Customer and the officers, directors, agents, and employees of Customer (“Customer Indemnified Parties”) harmless from settlement amounts and damages, liabilities, penalties, costs and expenses (“Liabilities”) that are payable to any third party by the Customer Indemnified Parties (including reasonable attorneys’ fees) arising from any claim, demand or allegation by a third party that the Service infringes or misappropriates any United States copyright or trade secret (except for claims for which Company is entitled to indemnification under Section 8.2, in which case Company will have no indemnification obligations with respect to such claim). Company will have no liability or obligation under this Section 8.1 with respect to any Liability if such Liability is caused in whole or in part by: (a) modification of the Service by any party other than Company; (b) the combination, operation, or use of the Service with other product(s), data or services where the Service would not by itself be infringing; or (c) unauthorized or improper use of the Service. This Section 8.1 states Company’ entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

8.2. Indemnification by Customer.

Customer will indemnify, defend and hold Company and the officers, directors, agents, and employees of Company (“Company Indemnified Parties”) harmless from Liabilities that are payable to any third party by the Company Indemnified Parties (including reasonable attorneys fees) arising from, directly or indirectly, any claim, demand or allegation by a third party that arises out of or is in connection with (a) any use by Customer of the Service in violation of this Agreement, (b) the Customer Data, including Company’s use of the Customer Data in accordance with this Agreement, or (c) Customer’s violation of any terms and conditions related to and/or governing use of any Third Party Services.

8.3. Action in Response to Potential Infringement.

If the use of the Service or any portion thereof by Customer has become, or in Company’s opinion is likely to become, the subject of any claim of infringement, Company may at its option and expense (a) procure for Customer the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing so long as the Service has at least equivalent functionality; (c) substitute an equivalent for the Service or (d) if options (a)-(c) are not reasonably practicable, terminate this Agreement.

8.4. Indemnification Procedure.

If a Customer Indemnified Party or a Company Indemnified Party (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section 8.1 or Section 8.2, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

9. GOVERNMENT MATTERS.

Customer may not remove or export from the United States or allow the export or re-export of the Service, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Service (including the software, documentation and data related thereto) are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10. GENERAL.

10.1. Force Majeure.

No Party hereto will have any liability under this Agreement for such Party’s failure or delay in performing any of the obligations imposed by this Agreement to the extent such failure or delay is the result of any event beyond such Party’s reasonable control, including: (a) any fire, explosion, unusually severe weather, natural disaster or Act of God; (b) epidemic; any nuclear, biological, chemical, or similar attack; any other public health or safety emergency; any act of terrorism; and any action reasonably taken in response to any of the foregoing; (c) any act of declared or undeclared war or of a public enemy, or any riot or insurrection; (d) damage to machinery or equipment; any disruption in transportation, communications, electric power or other utilities, or other vital infrastructure; or any means of disrupting or damaging internet or other computer networks or facilities; (e) any strike, lockout or other labor dispute or action; or (f) any action taken in response to any of the foregoing events by any civil or military authority.

10.2. Severability.

In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remainder will continue in effect, to the extent consistent with the intent of the Parties as of the Effective Date. The terms and conditions of this Agreement are severable. If any term or condition of this Agreement is deemed to be illegal or unenforceable under any rule of law, all other terms will remain in force. Further, the term or condition which is held to be illegal or unenforceable will remain in effect as far as possible in accordance with the intention of the Parties as of the Effective Date.

10.3. Relationship of the Parties.

Nothing in this Agreement will be construed to place the Parties in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third Parties. Neither Party will represent to the contrary, either expressly, implicitly or otherwise.

10.4. Remedies.

Each Party acknowledges that a breach by it of any of the terms of Section 5 may cause irreparable harm to the Discloser for which Discloser could not be adequately compensated by money damages. Accordingly, Recipient agrees that, in addition to all other remedies available to Discloser in an action at law, in the event of any breach or threatened breach by the Recipient of the terms of this Agreement, the Discloser may seek, from any court of competent jurisdiction and without the necessity of proving actual damages or posting any bond or other security, temporary and permanent injunctive relief, including specific performance of the terms of Section 5.

10.5. Governing Law; Consent to Jurisdiction.

The law, including the statutes of limitation, of the State of Delaware will govern this Agreement, the interpretation and enforcement of its terms and any claim or cause of action (in law or equity), controversy or dispute arising out of or related to it or its negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without giving effect to any conflicts-of-law or other principle requiring the application of the law of any other jurisdiction. Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States of America for any litigation among the Parties hereto arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, waives any objection to the laying of venue of any such litigation in such courts and agrees not to plead or claim in any such court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of such courts.

10.6. Assignment; Delegation; Binding Effect.

Neither Party may assign or transfer this Agreement in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, except that either Party may assign or transfer this Agreement without the written consent of the other Party to an affiliate or corporation or other business entity succeeding to all or substantially all the assets and business of the assigning Party to which this Agreement relates by merger or purchase. Company may delegate its duties hereunder to any of its affiliates as necessary to perform its obligations hereunder, provided that Company will bear full liability and responsibility for their acts and omissions. Any attempted assignment, delegation or transfer by a Party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the Parties and their successors and permitted assigns.

10.7. Notices.

All notices under this Agreement will be in writing and will reference this Agreement. Notices will be deemed given: (a) when delivered personally; (b) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (c) by email for which receipt is confirmed; (d) one (1) day after deposit with an internationally recognized commercial overnight carrier, with written verification of receipt; or (e) in the case of notice by Company, when provided through the Services. All communications will be sent to the applicable address registered with the Services, or such other addresses subsequently communicated to the other Party in writing in accordance with this Section 10.7.

10.8. No Waiver.

Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.9. Complete Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations.