If you are accessing the Platform as a business entity (e.g., if you have created an account to access the Platform, elected to purchase a subscription to the Platform via the Services Selection Page, or executed an Order Form to purchase access to the Platform), then please read these Altilos Platform Subscription Terms (these “Terms”) carefully because they govern your use of the Platform. To make these Altilos Terms and Conditions easier to read, the terms “Altilos,” “we,” “our,” and “us” refers to Altilos, Inc., and the term “you” refers to the business entity (e.g., your employer or other organization) that you are acting on behalf of who created an account for access to the Platform, entered into an Order form or purchased a subscription via the Services Selection Page, or otherwise is using the Platform. You and Altilos may be referred to herein collectively as the “Parties” or individually as a “Party”.
1. Definitions
a. “Accessible Data” means all data, information, and materials made available by Altilos to you via the Platform.
b. “Authorized User” means an employee or contractor that you authorize to Use the Platform.
c. “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if, as provided by Altilos to you (including any revised versions thereof), they relate to the Platform, which may be updated by us from time to time.
d. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
e. “Licensed Volume” means the product category and/or location (e.g., country) limits, restrictions, volume or other measurement or conditions of permitted Use for the Platform corresponding to the applicable subscription tier which you elect to purchase via the Services Selection Page, or if you have an Order Form, then notwithstanding the Services Selection Page, such Order Form.
f. “Order Form” means an order form or other ordering document agreed to in writing or electronically by you and Altilos (e.g., with Altilos’s sales team, such as for an enterprise subscription tier or other custom subscription tier not otherwise offered by default via the Services Selection Page), which references these Terms and sets forth the Platform access (e.g., subscription tier and Licensed Volume) which you are permitted to Use.
g. “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
h. “Platform” means, collectively, (i) the online technology platform offered by Altilos for market intelligence and insights, marketing, brand, and product management, and which utilizes artificial intelligence technology; and (ii) Altilos’s website, altilos.com, through which access to the foregoing platform in Subsection (i) is offered.
i. “Platform Data” means any data that is derived or aggregated in deidentified form from (i) Your Data; or (ii) your and/or your Authorized Users’ use of the Platform, including without limitation any hardware metrics, software event logs, globally unique identifiers for files, usage data, analytics, benchmarking information, or trends with respect to the Platform.
j. “Altilos IP” means the Platform, the underlying software provided in conjunction with the Platform, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Platform, all Accessible Data, Documentation, and Platform Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
k. “Restricted Data” means data containing Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); card holder data as defined in the Payment Cards Industry Data Security Standard (“PCI DSS”); technology restricted for export under International Traffic in Arms Regulations (“ITAR”); including information of the types catalogued on the U.S. Munitions List.
l. “Subscription Selection Page” means the website (or subpage thereof) presented to you via the Platform which sets forth subscription tiers, pricing, and/or other details regarding your permitted access to the Platform (e.g., subscription tiers by product category, location, or other licensed metrics), or such webpage presented to you via your account on the Platform.
m. “Subscription Tier” means the applicable subscription plan or tier which you elect to purchase via the Services Selection Page, or if you have an Order Form, then notwithstanding the Services Selection Page, such Order Form (e.g., a Basic, Pro, or Premium plan as presented to you via the Services Selection Page, or a custom enterprise plan set forth in an Order Form, in each case which corresponds to a certain Licensed Volume).
n. “Use” means to use and/or access the Platform in accordance with these Terms and the Documentation.
o. “Your Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you through the Platform or to us in connection with your use of the Platform, but excluding, for clarity, Platform Data and any other information, data, data models, content or materials owned or controlled by us and made available through or in connection with the Platform.
2. Platform, Access and Use
a. Platform. Subject to the terms and conditions of these Terms, Altilos hereby grants you a limited, non-exclusive, non-transferable (except in compliance with Section 11) right to Use the Platform, and applicable Accessible Data via the Platform, during the Term, solely for your internal business purposes for your business marketing intelligence and brand management purposes, in accordance with, and subject to, the Licensed Volume.
b. Use Restrictions. You will not at any time and will not permit any Person (including Authorized Users) to, directly or indirectly: (i) use the Platform or Accessible Data in any manner beyond the scope of rights expressly granted in these Terms; (ii) store, transmit or transfer any Restricted Data within or in connection with the Platform; (iii) modify or create derivative works of the Platform, Accessible Data, or Documentation, in whole or in part; (iv) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Platform, in whole or in part; (v) frame, mirror, sell, resell, rent or lease use of the Platform or any Accessible Data to any other Person, or otherwise allow any Person to use the Platform or Accessible Data for any purpose other than for your benefit in accordance with these Terms; (vi) use the Platform, Accessible Data, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vii) interfere with, or disrupt the integrity or performance of, the Platform, or any Accessible Data; (viii) access or search the Platform (or download any Accessible Data) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform features provided, or authorized, by Altilos for use expressly for such purposes; or (ix) use the Platform, Accessible Data, Documentation, or any other Altilos Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform or Accessible Data.
c. Authorized Users. You will not allow any Person other than Authorized Users to Use the Platform. You may permit Authorized Users to Use the Platform, provided that (i) the Use does not exceed the Licensed Volume; and (ii) you ensure each Authorized User complies with all applicable terms and conditions of these Terms and you are responsible for acts or omissions by Authorized Users in connection with their Use of the Platform. You will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Platform in accordance with customary security protocols, and will promptly notify us if you know or reasonably suspect that any user name and/or password has been compromised. Altilos will not be liable, and you will be solely responsible, for (A) any unauthorized access, damage or loss that may occur through the use or misuse of your user names, passwords, hardware or software; or (B) any activities that occur under any account issued to or created by you in connection with your use of the Platform, including any unauthorized access or usage of any such account, in each case, except to the extent proven to have been directly caused by Altilos’s gross negligence, willful misconduct, or fraud.
d. Third-Party Services. Certain features and functionalities within the Platform may allow you and your Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Platform. We do not provide any aspect of the Third-Party Services and are not responsible for any compatibility issues, errors or bugs in the Platform or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. You are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for you to use the Third-Party Services in connection with the Platform.
e. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Altilos (and its licensors) reserve and will solely own, the Altilos IP and all rights, title and interest in and to the Altilos IP. No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
f. Feedback. From time to time you or your employees, contractors, or representatives may provide us with suggestions, comments, feedback or the like with regard to the Platform (collectively, “Feedback”). You hereby grant Altilos a perpetual, irrevocable, royalty-free and fully-paid-up license to use and exploit all Feedback in connection with Altilos’s business purposes, including the testing, development, maintenance and improvement of the Platform.
g. Previews. We may make available to you certain products, features, functionalities and services as part of the Platform prior to their general release that are labeled or otherwise communicated to you as “preview,” “beta,” “pre-release” or “non-general release” (collectively, “Previews”). You may Use Previews solely for internal evaluation purposes, and such Use may incur applicable Fees. Altilos provides all Previews on an “AS IS” basis without warranty of any kind, and may terminate or suspend the availability of any Preview at any time. Notwithstanding anything in these Terms to the contrary, Altilos makes no commitments with respect to any Previews, including any commitment to maintain the availability of such Preview, or otherwise with respect to support, service levels, security, compliance or privacy. You acknowledge that Previews are not ready for production usage, may contain bugs, errors, defects and vulnerabilities, and that your use of any Previews is at your sole risk and discretion.
h. Trial Services. Altilos may also offer Platform to you on a trial basis, free of charge (“Trial Services”). You may Use Trial Services solely for internal evaluation purposes. We provide all Trial Services on an “AS IS” basis without warranty of any kind, and may terminate or suspend the availability of any Trial Services at any time.
3. Fees and Payment
a. Fees. You will pay Altilos the non-refundable fees corresponding to your Subscription Tier (“Fees”) and without offset or deduction. At the end of the initial term of your applicable Subscription Tier (e.g., as set forth on the Service Selection Page or your Order Form), your Subscription Tier will automatically renew at the same rates and terms, unless you otherwise modify (e.g., downgrade or upgrade) or cancel your Subscription Tier by contacting Altilos at info@altilos.com prior to the end of the then-current term of your Subscription Tier. All Fees are payable up front in full based on your Subscription Tier, unless otherwise set forth in an applicable Order Form. If you have signed up for automatic billing, we (or our third party payment processor) will charge your selected payment method (such as a credit card, debit card, gift card/code, or other method available in your home country) for any Fees on the applicable payment date, including any applicable taxes. If we cannot charge your selected payment method for any reason (such as expiration or insufficient funds), you remain responsible for any uncollected amounts, and we (or our third party payment processor) will attempt to charge the payment method again as you may update your payment method information. In accordance with local law, we may update information regarding your selected payment method if provided such information by your financial institution. For clarity, the Fees do not include any fees payable to any third party for Third Party Services, including any fees payable to your hosting provider in connection with the download, upload or transmission of Your Data.
b. Payments. Payments due to Altilos under these Terms must be made in U.S. dollars by check, wire transfer of immediately available funds to an account designated by us or such other payment method mutually agreed by the Parties. All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under these Terms. If you fail to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law. You will reimburse Altilos for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
c. Taxes. You are responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by you to Altilos hereunder, other than any taxes imposed on Altilos’s income. Without limiting the foregoing, in the event that you are required to deduct or withhold any taxes from the amounts payable to Altilos hereunder, you will pay an additional amount, so that Altilos receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
4. Confidential Information
a. Confidentiality. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Altilos IP will be deemed Confidential Information of Altilos. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.
b. Obligations. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these Terms; provided that Altilos may use and modify your Confidential Information in deidentified form for purposes of developing and deriving Platform Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these Terms, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
c. Term of Confidentiality. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.
d. Exceptions. The terms and conditions of these Terms will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
5. Your Materials and Data
a. Ownership. Altilos acknowledges that, as between you and Altilos and except as set forth in Section 5(b), you own and retain all right, title and interest in and to all Your Data.
b. License. You hereby grant Altilos a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify Your Data solely for the purpose of (i) hosting, operating, and providing the Platform, or as otherwise required by applicable law; (ii) improving the Platform (including without limitation training computational algorithms and machine learning models) specifically for you; and (iii) generating Platform Data.
c. Data Representations/Warranties. You represent and warrant that (i) you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of Your Data (including any personal data provided or otherwise collected pursuant to your privacy policy) as contemplated by these Terms; and (ii) Your Data, and Altilos’s permitted use thereof, will not infringe or misappropriate the intellectual property rights of any third party, violate applicable laws or regulations, or cause a breach of any agreement or obligations between you and any third party.
6. Representations and Warranties
a. Mutual. Each Party hereby represents and warrants to the other Party as of the Effective Date that it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these Terms.
b. Altilos Warranties. Altilos hereby represents and warrants as of the Effective Date that (i) it will provide the Platform in a professional and workmanlike manner; and, (ii) the Platform will substantially conform to the Documentation.
7. Indemnification
a. Altilos Indemnification. Altilos will defend you against any claim, suit or proceeding brought by a third party (“Claims”) alleging that your Use of the Platform infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify you and hold you harmless against any damages and costs awarded against you or agreed in settlement by Altilos (including reasonable attorneys’ fees) resulting from such Claim.
b. Exclusions. Altilos’s obligations under Section 7(a) will not apply if the underlying third-party Claim arises from or as a result of: (i) your breach of these Terms, negligence, willful misconduct or fraud; (ii) Your Data; or (iii) combinations of the Platform with software, data or materials not provided by Altilos.
c. IP Remedies. If Altilos reasonably believes the Platform (or any component thereof) could infringe any third party’s Intellectual Property Rights, Altilos may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Platform, or any component or part thereof, to make it non-infringing; or (ii) procure the right for you to continue Use. If Altilos determines that neither alternative is commercially practicable, Altilos may terminate these Terms, in its entirety or with respect to the affected component, by providing written notice to you. In the event of any such termination, Altilos will refund to you a pro-rata portion of the Fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section 7 will constitute your sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Platform.
d. Your Indemnification. You will defend Altilos against Claims arising from (i) Your Data, including (A) any Claim that Your Data infringes, misappropriates or otherwise violates any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of Your Data violates any applicable law, rule or regulation; (ii) any of your products or services; and (iii) Use of the Platform or Accessible Data by you or your Authorized Users in a manner that is not in accordance with these Terms or the Documentation and in each case, will indemnify and hold harmless Altilos against any damages and costs awarded against Altilos or agreed in settlement by you (including reasonable attorneys’ fees) resulting from such Claim.
e. Indemnification Procedures. The Party seeking defense and indemnity (the “Indemnified Party”) will promptly (and in any event no later than thirty (30) days after becoming aware of facts or circumstances that could reasonably give rise to any Claim) notify the other Party (the “Indemnifying Party”) of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval, not to be unreasonably withheld). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel.
8. Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM AND OTHER ALTILOS IP ARE PROVIDED ON AN “AS IS” BASIS, AND ALTILOS MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE ALTILOS IP, THE PLATFORM, OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALTILOS HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, ALTILOS HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE PLATFORM WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.
9. Limitations of Liability
a. Exclusion of Damages. EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF YOUR PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
b. General Liability Cap. IN NO EVENT WILL ALTILOS’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE ALTILOS IP OR THE PROVISION OF THE PLATFORM EXCEED THE FEES ACTUALLY PAID BY YOU TO ALTILOS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT, LESS ALL AMOUNTS PAID BY ALTILOS TO YOU FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT ALTILOS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
c. Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN ALTILOS AND YOU, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
10. Term and Termination
a. Term. Unless otherwise set forth in an applicable Order Form, these Terms will commence on the date which you first access the Platform and will continue for so long as you have an account with us to access to the Platform (“Term”), unless earlier terminated in accordance with the terms herein.
b. Termination for Convenience. You may terminate your access to the Platform, and these Terms, with at least thirty (30) days’ written notice to us, whereby such termination will be effective at the end of your current Subscription Tier. Altilos may terminate these Terms, and your access to the Platform, at any time with written notice to you. All Fees paid prior to termination are non-refundable.
c. Termination for Breach. Either Party may terminate these Terms, effective on written notice to the other Party, if the other Party materially breaches these Terms, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
d. Survival. The following Sections will survive any termination or expiration of these Terms: Sections 2(e), 2(f), 3, 4, 5(c), 7, 8, 9, 10(d), 10(e), and 11.
e. Effect of Termination. Upon expiration or termination of these Terms: (i) subject to Section 10(f), the rights granted pursuant to Section 2(a) will terminate; (ii) you will cease all access to and use of the Platform, and your account thereon; and (iii) you will return or destroy, at Altilos’s sole option, all Altilos Confidential Information in your possession or control, including permanent removal of such Altilos Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in your possession or under your control, and at Altilos’s request, certify in writing to Altilos that the Altilos Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect your obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle you to any refund.
f. Data Retrieval. Upon written notice to Altilos, you will have up to thirty (30) calendar days after termination or expiration of these Terms (the “Retrieval Period”) to access the Platform solely to the extent necessary to retrieve Your Data. During the Retrieval Period, these Terms will continue in full force and effect, subject to applicable Fees for any usage by you during such period. After termination or expiration of these Terms (including the Retrieval Period, if any): (i) Altilos will have no further obligation to make Your Data available to you and may delete Your Data from the Platform; and (ii) you will have no further access to Your Data available within the Platform.
11. General
a. Miscellaneous. Neither Party may assign, transfer or sublicense these Terms, by operation of law or otherwise, without the other Party’s prior written consent, except to a successor entity in the event of a merger, consolidation or sale of all or substantially all of the assets of such Party, and any attempt by either Party to do so, without such consent, will be void. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. You affirm that you are not named on, owned by, or acting on behalf of any U.S. government denied-party list, and you agree to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Platform, Altilos IP, Your Data, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. You will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval. Neither Party will be responsible for any failure or delay in the performance of its obligations under these Terms (except for any payment obligations) due to causes beyond its reasonable control. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of these Terms will remain in full force and effect. These Terms, together with your Subscription Tier and any applicable Order Form, are the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to their subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Except as expressly set forth in these Terms, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under these Terms or otherwise. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the Party granting the waiver. These Terms will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware and the Parties irrevocably consent to the personal jurisdiction and venue therein. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed. This Agreement may be signed in counterparts, and electronic signatures will have the same weight and effect as originals.
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