Terms of Service Agreement

This Terms of Service Agreement (this “Agreement”) is entered into by and between entigenlogic LLC, a Delaware limited liability (“entigenlogic”), and the customer identified in any Order Form (as defined below) referencing this Agreement (“Customer”). This Agreement governs each such Order Form and is effective as of the effective date set forth in such Order Form.

Definitions.
1. “Confidential Information” means any and all information disclosed (whether orally, in writing, or by other means) by one party (“Discloser”) to the other party (“Recipient”) in connection with this Agreement (whether before, on, or after the Effective Date) that is marked as “proprietary” or “confidential” (or with similar designation) or which the Recipient reasonably ought to know the Discloser regards as proprietary or confidential, including, but not limited to, business and technical information, financial information, pricing information, concepts, data, drawings, documents, proposals, specifications, software source code, trade secrets, know-how, customer lists and information, marketing plans and activities, research and development activities, and any other proprietary information.
2. “Customer Data” means all data uploaded to the Platform by or on behalf of Customer through use of the Services.
3. “Order Form” means any order form, quote, or other ordering document referencing this Agreement and signed by authorized representatives of both parties.
4. “Platform” means, collectively, the set of technologies, computer applications, software, scripts, and other instructions and documentation by which entigenlogic provides its proprietary natural language understanding and/or processing technology that enables computer systems to read and extract information from text and build knowledge networks that understand concepts and relationships, as may be updated by entigenlogic from time to time in its sole discretion.
5. “Professional Services” means any professional, consulting, or other services (e.g., development of custom software or other deliverables) that entigenlogic may provide to Customer as set forth in an applicable Order Form.
6. “Service Period” means the period of time during which entigenlogic will provide, and Customer may use, the Services as set forth in an applicable Order Form.
7. “Services” means, as applicable, the provision by entigenlogic of the Platform and/or any Professional Services as set forth in an applicable Order Form.

Services.
1. During the Service Period, entigenlogic will provide the Services to Customer as set forth in the applicable Order Form. Any licenses purchased by Customer for access to and use of the Platform, and any Professional Services to be provided by entigenlogic, will be specified in the Order Form. For any Professional Services, the Order Form may also include:
  
  (i) a description of the Professional Services and any deliverables to be provided;
  (ii) the fees and related payment terms for such Professional Services;
  (iii) the timeline and project schedule for such Professional Services; and/or
  (iv) any other applicable terms.
  
  Any general descriptions or goals identified in the Order Form are for informational and alignment purposes only.
2. Any change in the scope of any Professional Services shall be agreed to by the parties, in writing, in an executed change order or additional Order Form. entigenlogic shall have no obligation to perform any Professional Services in connection with any such change until the parties have executed such change order or additional Order Form setting forth the change in Professional Services, the applicable fees, the timeline and project schedule, and/or any other agreed terms.
3. Customer shall:
  
  (i) provide a single point of contact to entigenlogic to coordinate the setup and implementation of the Customer to receive the Professional Services and the ongoing coordination between entigenlogic and Customer;
  
  (ii) cooperate with and respond to requests from entigenlogic in a timely and efficient manner;
  
  (iii) promptly provide entigenlogic all information, data, content, materials, and other resources necessary for entigenlogic to provide the Professional Services hereunder and any other information as may be reasonably requested by entigenlogic from time to time; and
  
  (iv) perform such other obligations identified as Customer’s responsibility in any Order Form or as reasonably requested by entigenlogic from time to time.
  
  Customer acknowledges that entigenlogic shall not be liable for any failure or delay in providing the Professional Services to the extent caused by or resulting from Customer’s failure or delay in the performance of any of its obligations hereunder. Any such failure or delay by Customer may result in extensions to the timeline or project schedule and/or additional fees.

Grant of Rights.
1. Subject to Customer’s compliance with the terms and conditions of this Agreement, including the payment to entigenlogic of all fees when due, entigenlogic hereby grants to Customer, during the Service Period, a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Platform solely for Customer’s internal business operations, as permitted under this Agreement. Customer’s access to the Platform may be subject to a maximum number of users and/or other restrictions as set forth in the applicable Order Form. Customer shall be fully responsible and liable for the acts and omissions of its users and their compliance with this Agreement. Customer acknowledges that the Platform is made available on a hosted basis only, and in no event will Customer be entitled to receive a copy of any source code or object code of the Platform.
2. Customer acknowledges that certain software incorporated into or made available as part of the Platform may be owned or provided by third-party licensors of entigenlogic. Notwithstanding the rights and licenses granted in this Agreement, such third-party software may be subject to the terms of additional third-party licenses. Customer agrees that its rights as to such third-party software are subject to the applicable third-party licenses.
  
  entigenlogic will make applicable third-party licenses available to Customer for review upon reasonable request of Customer. Customer agrees that its rights as to such third-party software are subject to the applicable third-party licenses.
3. entigenlogic reserves all rights in the Platform and Services that it does not expressly grant to Customer under this Agreement.

Fees and Payment.
1. As consideration for entigenlogic’s performance under this Agreement, Customer agrees to pay to entigenlogic all fees, expenses, and other amounts set forth in the applicable Order Form. Unless otherwise set forth in the Order Form, entigenlogic will submit monthly invoices for the license fees due and payable to it for any Platform licenses purchased thereunder. entigenlogic will submit invoices for the services fees for any Professional Services hereunder in accordance with the schedule set forth in the Order Form. Invoices shall be due and payable not later than thirty (30) days after receipt of the invoice. Payments more than fourteen (14) days overdue are subject to interest of 1.5% per month on any overdue amounts, or the maximum rate permitted by law, whichever is less. In the event any payment is more than thirty (30) days overdue, entigenlogic may, upon five (5) days’ prior written notice, suspend all or any portion of the Services (including any Platform licenses and Professional Services) until payment is made in full.
  In the event Customer disputes a portion of an invoice reasonably and in good faith, Customer agrees to:
  (i) fully pay the undisputed portion, and entigenlogic’s acceptance of such partial payment shall not waive any of its rights as to the remaining balances nor in any way constitute an accord and satisfaction; and
  (ii) cooperate in good faith with entigenlogic to resolve the dispute as soon as reasonably practicable.
2. Following the initial Service Period set out in any Order Form, entigenlogic may change the license fees and/or any Professional Services fees at any time on at least thirty (30) days’ notice to Customer; provided that any such increase:
  (i) shall not occur more than once during any twelve (12) month period; and
  (ii) shall not increase any such fees by more than the greater of seven percent (7%) or the change in the Consumer Price Index for All Urban Consumers (CPI-U) as released by the U.S. Department of Labor, Bureau of Labor Statistics for the prior year.
3. Customer is responsible for payment of all applicable taxes, levies, duties, or similar governmental assessments of any nature, including sales, use, property, value-added, excise, duties, tariffs, withholding, or any other federal, state, local, or provincial taxes (collectively, “Taxes”), which are related to the provision of the Services to Customer under this Agreement, except for taxes based solely on entigenlogic’s net income, for goods or services used by entigenlogic in the provision of Services under this Agreement, or related to entigenlogic’s employees and agents.
  Any and all such Taxes related to the licenses granted in this Agreement or Customer’s use of the Services will be billed to and paid by Customer, unless Customer provides entigenlogic with a valid tax exemption certificate authorized by the appropriate taxing authority.

Ownership.
1. Notwithstanding anything in this Agreement to the contrary, as between entigenlogic and Customer, entigenlogic exclusively retains all right, title, and interest in and to the Platform (including, but not limited to, all intellectual property rights associated with or embodied in the Platform). entigenlogic’s rights include, without limitation, all intellectual property rights in and to:
  
  (i) all copies of any software that is either embedded within or bundled with the Platform, in whole or in part; and
  
  (ii) all modifications, updates, improvements, and enhancements to, and derivative works based upon, the Platform (collectively, “Improvements”), whether or not developed by or on behalf of entigenlogic as part of any Professional Services (or other Services) provided hereunder.
  
  Any and all Improvements will be licensed to Customer on the same terms as the licenses granted for the Platform. In the event Customer obtains any ownership rights in or to the Platform or any Improvements, Customer hereby assigns (and causes to be assigned) all such rights to entigenlogic.
2. Subject to Section 5(a) above, Customer shall own all software, deliverables, documentation, materials, and other work product that are specifically developed for Customer in connection with the performance of any Professional Services under this Agreement (“Work Product”).
  
  Subject to entigenlogic’s receipt of full payment of all fees under this Agreement, entigenlogic hereby assigns to Customer all of entigenlogic’s right, title, and interest in and to such Work Product, including all intellectual property rights therein.
  
  Notwithstanding any of the foregoing, and for the avoidance of doubt, Work Product expressly excludes:
  
  (i) the Platform and any Improvements; and
  
  (ii) any and all other software, tools, products, algorithms, know-how, ideas, techniques, materials, architecture, methodologies, concepts, trade secrets, and other proprietary information, in each case that:
  
  (x) were owned or licensed by entigenlogic prior to entering into this Agreement; or
  
  (y) are independently developed by or on behalf of entigenlogic (collectively, “Pre-Existing Materials”).
  
  entigenlogic or its licensors shall retain exclusive ownership of all right, title, and interest in and to the Pre-Existing Materials, including all intellectual property rights therein.
  
  To the extent any Pre-Existing Materials are actually embedded or included within any Work Product, entigenlogic hereby grants, subject to entigenlogic’s receipt of full payment of all fees under this Agreement, to Customer a non-exclusive, non-transferrable, royalty-free, and limited license to use such Pre-Existing Materials solely as so embedded or included within such Work Product and solely as necessary to use the Work Product for its intended purposes (and not independently of the Work Product or in any other manner).
3. Customer may provide input or feedback regarding the Platform or Services, including, without limitation, comments, suggestions, requests, or other feedback regarding the possible creation, modification, correction, improvement, or enhancement of the Platform or Services, or another entigenlogic service or product (“Feedback”).
  
  Customer acknowledges and agrees that any Feedback will be considered Confidential Information of entigenlogic and Customer hereby assigns to entigenlogic all right, title, and interest in and to such Feedback.
  
  entigenlogic will be entitled to use Feedback for any purpose without restriction or remuneration of any kind.

Restrictions.
1. Except as expressly authorized in this Agreement or in any Order Form, Customer shall not, and shall not authorize or permit any other person or entity to:
  
  (i) decompile, disassemble, reverse engineer, or otherwise attempt to ascertain the source code or algorithms of any portion of the Platform or Services;
  
  (ii) reproduce, modify, adapt, translate or create derivative works of any portion of the Platform or Services;
  
  (iii) sell, rent, lease, sublicense, transfer, assign, time-share, distribute, or otherwise make available any portion of the Platform or Services to any third party;
  
  (iv) remove, obscure or destroy any proprietary notices contained on or in the Platform or Services;
  
  (v) use the Platform or Services in violation of this Agreement or any applicable law, including any applicable data protection or privacy law;
  
  (vi) use the Platform or Services for benchmarking purposes or to create or develop any products or services competitive with the Platform or any Services provided hereunder;
  
  (vii) use the Platform or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights (including intellectual property rights);
  
  (viii) use the Platform or Services to store or transmit viruses, worms, time bombs, Trojan horses, or other harmful or malicious code; or
  
  (ix) circumvent, disable, or interfere with any security-related features of the Platform or Services, including any Enforcement Mechanisms (as defined below), or otherwise attempt to disrupt the normal operation of the Platform or Services.
2. Customer shall take all steps reasonably necessary to prevent unauthorized access to or use of the Platform, and shall limit access to and use of the Services to those of Customer’s employees, consultants, or subcontractors who are under obligations of confidentiality to Customer at least as restrictive as those obligations set forth in this Agreement.
  
  Customer is solely responsible for safeguarding and maintaining the confidentiality of its users’ account usernames and passwords for the Platform and is responsible for all activities that occur under such accounts, whether or not such activities are authorized.
  
  Customer agrees to promptly notify entigenlogic of any unauthorized use of any username, password, or account.
3. Customer acknowledges that entigenlogic has incorporated into the Platform and Services certain software disabling devices or other electronic license enforcement mechanisms (“Enforcement Mechanisms”), and Customer hereby authorizes entigenlogic to use such Enforcement Mechanisms to intentionally limit Customer’s ability to use the Platform and Services should Customer attempt to use the Platform and Services in violation of, or outside the terms or scope of, this Agreement, including after the expiration or termination of any Service Period and/or this Agreement.
  
  Customer hereby waives any claim it may have against entigenlogic arising from or relating to entigenlogic’s use of the Enforcement Mechanisms as set forth in this section.

Customer Data; Data Processing.
1. As between the parties, Customer shall retain all right, title, and interest in and to all Customer Data. As part of Customer’s access to and use of the Services, Customer will upload or otherwise deliver Customer Data to the Platform. Customer hereby grants entigenlogic a limited, non-exclusive, royalty-free right to use, copy, display, modify, and create derivative works of the Customer Data solely to the extent necessary for entigenlogic to provide the Services to Customer. Customer represents and warrants that it has all rights, licenses, permissions, authorizations, and consents necessary to provide the Customer Data to entigenlogic for use as contemplated under this Agreement, without breach or violation of the privacy, proprietary, intellectual property, or other rights of any third party or of any contract binding on Customer.
2. entigenlogic shall implement and maintain commercially reasonable technical, administrative, and organizational security measures designed to protect the Customer Data within entigenlogic’s possession or control from any unauthorized access, use, or destruction. Upon the expiration or termination of this Agreement, entigenlogic will take commercially reasonable steps to delete any Customer Data in entigenlogic’s possession or control (other than copies of Customer Data retained pursuant to entigenlogic’s standard data archiving procedures, and provided that any such retained copies shall remain subject to the terms of this Agreement).
3. entigenlogic will process Customer Data and otherwise provide the Platform and Services on the basis of information input and supplied by Customer. entigenlogic shall be entitled to rely upon any such data, information, or instructions as provided by Customer. If any error results from data supplied by Customer, Customer shall be responsible for discovering and reporting such error to entigenlogic and supplying the data necessary to correct such error. Customer agrees to indemnify and hold entigenlogic harmless from and against any and all claims, damages, liabilities, and costs (including reasonable attorneys’ fees) whatsoever arising out of such data, information, or instructions, or any inaccuracy or inadequacy therein supplied by Customer.
4. From time to time, or upon request of entigenlogic, Customer shall review all input and output, controls, reports, and documentation, to ensure the integrity of data processed by entigenlogic. Customer shall use commercially reasonable efforts for initiating timely remedial action to correct any improperly processed data.
5. If either party becomes aware of a defect in the Platform or Services, that party shall promptly notify the other party and make whatever adjustments are necessary until such time as entigenlogic is able to correct the defect. entigenlogic will assist Customer in making such adjustments through the most reasonably cost-effective means available.
6. Customer assumes all responsibility, expense, and risk of loss for transmission of data to and from the Platform. entigenlogic shall not be liable to Customer for any claims or damages resulting from or related to any failure of transmission of Customer Data to the Platform, including, but not limited to, loss of data or delay in the delivery of the Platform or Services arising out of such loss or failure.
7. entigenlogic and Customer will each comply with the California Consumer Privacy Act (“CCPA”) to the extent applicable to their respective obligations under the Agreement. The parties agree that entigenlogic is a “Service Provider” (as that term is defined in the CCPA) and that entigenlogic may not retain, use, or disclose Personal Information (as defined in the CCPA) provided by Customer to entigenlogic for any purpose other than as provided in this Agreement or as otherwise permitted by the CCPA, including retaining, using, or disclosing the Personal Information for a commercial purpose other than as permitted by this Agreement.

Equipment and Resources.
Customer shall obtain, be responsible for, and maintain at its own expense such data processing and communications equipment as well as any Customer or third-party hardware or software as may be necessary or appropriate to access and use the Platform and Services (collectively, “Customer Resources”). Notwithstanding the foregoing, entigenlogic reserves the right to approve any third-party resources (whether hardware or software) proposed to be utilized with the Customer Resources to access and use the Platform. Customer acknowledges that changes to Customer Resources may adversely affect Customer’s ability to properly use the Platform.

Term and Termination.
1. The Term of this Agreement will begin on the effective date set forth in the first Order Form hereunder and, unless terminated earlier as permitted in this Agreement, extend until the expiration of the last-effective Service Period.
2. Either party may terminate this Agreement and/or any Order Form if the other party: (i) commits a material breach of any of its obligations under this Agreement or such Order Form and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (ii) files a petition for bankruptcy or has a petition for bankruptcy filed against it (and such petition is not dismissed within forty-five (45) days), is adjudicated bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, or enters into an agreement with its creditors pursuant to other bankruptcy law. Termination for breach will not alter or affect the terminating party’s right to exercise any other remedy for breach.
3. Without limiting Section 9(b), entigenlogic may terminate this Agreement and/or any Order Form at any time and for any reason upon five (5) business days’ prior written notice to Customer. In the event of any termination pursuant to this Section 9(c), entigenlogic shall promptly issue to Customer a prorated refund of any prepaid but unused fees.
4. Upon termination or expiration of this Agreement: (i) Customer will immediately discontinue all use of the Platform and Services; (ii) Customer shall promptly pay to entigenlogic all outstanding fees due for Services provided through the effective date of termination; and (iii) if applicable, upon full payment of all such fees due and owing to entigenlogic, entigenlogic shall deliver to Customer any and all Work Product (including works in progress) in entigenlogic’s possession or control. Sections 4, 5, 6, 7(a), 9(d), 10, 11, 12, 13(b), and 14, and any other provision of this Agreement which by its nature is intended to survive expiration or termination of this Agreement, shall survive any expiration or termination.

Confidentiality.
1. Recipient will hold Discloser’s Confidential Information in confidence using at least the same degree of care as it uses to protect its own confidential information (and in no event using less than reasonable care). Except as expressly permitted herein, Recipient will not disclose any of Discloser’s Confidential Information to any third party.
2. Recipient may use Discloser’s Confidential Information solely for purposes of performance of its obligations or exercise of its rights under this Agreement, and may disclose such information to its employees, contractors, agents, and representatives only on a need-to-know basis, provided that such employees, contractors, agents, and representatives are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement.
3. Recipient may disclose Confidential Information of Discloser as required by a subpoena, court order or otherwise by law, provided that it gives Discloser written notice in advance of such disclosure sufficient to permit Discloser to seek to quash the subpoena or obtain an appropriate protective order and, if nonetheless required to disclose, provides only the minimum Confidential Information necessary to comply with the subpoena, order, or as otherwise lawfully required.
4. The duties of confidentiality and nondisclosure under this Agreement will not apply to any information that: (i) is or becomes publicly available through no breach of this Agreement or any other agreement between the parties; (ii) is independently developed by such Party without use of or reference to Discloser’s Confidential Information; (iii) was previously known to Recipient without obligation of confidence; or (iv) was acquired by Recipient from a third party which is not, to its knowledge, under an obligation of confidence with respect to such information.
5. Upon termination of this Agreement or at any time upon written request of Discloser, Recipient will return (or destroy at Discloser’s option) all copies of Confidential Information in its possession, custody, or control, except that Recipient may retain a copy of Confidential Information solely to demonstrate its compliance with its obligations under this Agreement or as necessary to comply with Recipient’s standard data archiving procedures (provided that any retained copies shall remain subject to the confidentiality provisions hereunder and are not accessed by any persons in the ordinary course of business). Upon written request of Discloser, Recipient will certify in writing its compliance with this requirement.
6. Each party’s obligations under this section will survive termination of this Agreement and will continue in full force and effect with respect to Confidential Information of the other party for five (5) years from the date of disclosure of such Confidential Information, except that nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and if any Confidential Information is a trade secret under applicable law, Recipient will treat such Confidential Information as confidential for the longer of five (5) years or such later date as such Confidential Information is no longer a trade secret.

Mutual Indemnification.
1. Indemnification by entigenlogic.
  1. entigenlogic will defend Customer and its officers, directors, owners, members, employees, and agents (“Customer Indemnified Parties”) from and against any claim, demand, suit or proceeding made or brought against any of the Customer Indemnified Parties by a third party alleging that the Platform or Services infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify the Customer Indemnified Parties from and against any damages, reasonable attorneys’ fees, and costs finally awarded against such Customer Indemnified Parties, or as entigenlogic agrees with the applicable third party in the settlement of the claim, demand, suit, or proceeding.
  2. entigenlogic will have no obligation under subsection (i) of this section unless Customer:
    1. promptly gives entigenlogic written notice of the Claim Against Customer;
    2. gives entigenlogic sole control of the defense and settlement of the Claim Against Customer (except that entigenlogic may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability); and
    3. gives entigenlogic all reasonable assistance, at entigenlogic’s expense.
  3. If entigenlogic receives information about an infringement or misappropriation claim related to the Platform or Services that leads entigenlogic to reasonably conclude it could be liable for a third party claim in accordance with this Section 11, entigenlogic may in its discretion and at no cost to Customer:
    1. modify the Platform or Services so that they are no longer claimed to infringe or misappropriate;
    2. obtain a license for Customer’s continued use of the Platform or Services in accordance with this Agreement; or
    3. if neither action in the foregoing clauses (1) or (2) above is reasonably available, terminate this Agreement and/or any affected Order Form immediately upon written notice to Customer.
  4. The above defense and indemnification obligations of entigenlogic do not apply if:
    1. the allegation does not state with specificity that the Platform or Services are the basis of the Claim Against Customer;
    2. a Claim Against Customer arises from the use or combination of the Platform or Services or any part thereof with software, hardware, data, or processes not provided by entigenlogic, if the Platform or Services or use thereof would not infringe but for such combination;
    3. a Claim Against Customer arises from any Customer Data;
    4. a Claim Against Customer arises from any modification of the Platform or Services not made or authorized by entigenlogic; or
    5. a Claim Against Customer arises from Customer’s breach of this Agreement, including any misuse of the Platform or Services.
  5. This Section 11(a) sets forth Customer’s sole and exclusive remedy, and entigenlogic’s entire obligations, with respect to any Claim Against Customer.

1. Indemnification by Customer.
  1. Customer will defend entigenlogic, its affiliates, and its and their respective officers, directors, owners, members, employees, contractors, agents, successors, and assigns (“entigenlogic Indemnified Parties”) from and against any claim, demand, suit or proceeding made or brought against entigenlogic by a third party:
    (1) arising out of any Customer Data, including any claim alleging that any Customer Data or Customer’s use of Customer Data with the Platform or Services infringes, misappropriates, or otherwise violates any third party’s intellectual property, privacy, or other rights;
    (2) arising from Customer’s use of the Platform or Services other than as permitted under this Agreement; or
    (3) arising from Customer’s fraud, negligence, willful misconduct, or violation of any applicable law (each, a “Claim Against entigenlogic”), and will indemnify and hold harmless entigenlogic from and against any and all damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) finally awarded against entigenlogic, or as Customer agrees with the applicable third party in the settlement of the claim, demand, suit, or proceeding.
  2. The above defense and indemnification obligations of Customer do not apply unless entigenlogic:
    1. promptly gives Customer written notice of the Claim Against entigenlogic;
    2. gives Customer sole control of the defense and settlement of the Claim Against entigenlogic (except that Customer may not settle any Claim Against entigenlogic unless it unconditionally releases entigenlogic of all liability); and
    3. gives Customer all reasonable assistance, at Customer’s expense.

Limitation of Liability.
1. To the maximum extent permitted under applicable law, subject to Section 12(c), in no event shall the aggregate liability of each party arising out of or related to this Agreement exceed the total amount paid by Customer hereunder for the Platform and/or Services giving rise to the liability in the twelve (12) months preceding the date the liability arose. The foregoing limitation will apply whether an action is in contract or tort (including negligence) and regardless of the theory of liability (including indemnification), but will not limit Customer’s payment obligations under Section 4 (Fees and Payment) above.
2. To the maximum extent permitted under applicable law, subject to Section 12(c), in no event will either party have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort (including negligence) and regardless of the theory of liability (including indemnification), even if a party has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose. The foregoing limitation in this subsection will not apply to the extent prohibited by law.
3. The limitations of liability set forth in this Section 12 will not apply to: (i) Customer’s obligation to pay fees when due, (ii) either party’s liability for breach of Section 10 (Confidentiality), (iii) a party’s obligation to defend and indemnify the other as set forth in Section 11 (Mutual Indemnification), (iv) Customer’s breach of Section 6 (Restrictions) or other violation of entigenlogic’s intellectual property rights, or (v) either party’s fraud, gross negligence, or willful misconduct.

Warranty and Disclaimers.
1. entigenlogic represents and warrants to Customer that entigenlogic will use commercially reasonable efforts to cause the Services to be performed and the Platform to be provided in a professional and workmanlike manner, in accordance with generally accepted industry standards and all applicable laws. Customer represents and warrants to entigenlogic that Customer will comply with all applicable laws when using the Platform and Services (including with respect to the provision of Customer Data hereunder).
2. The Platform and Services are under continuing development. In this context and except as provided herein, Customer agrees that entigenlogic and its licensors provide the Platform and Services on an “as is” basis. Except as provided in this section, neither entigenlogic nor its licensors make any warranties with respect to the performance of the Platform or Services, whether express, implied, statutory, or otherwise, and entigenlogic and its licensors expressly disclaim all other warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Customer’s sole and exclusive remedy for any breach of any representation or warranty by entigenlogic will be, at entigenlogic’s option, re-performance of the affected Services or termination of the applicable Order Form and return of the portion of the fees paid to entigenlogic by Customer for the nonconforming portion of such Services.
3. The Platform and Services rely on the use of artificial intelligence (“AI”)-based products and services. Customer acknowledges that industry, regulatory, and legal standards that relate to the development and use of AI across various industries are in various stages of development, and that Customer is solely responsible for ensuring that its use of AI-based products and services comply with Customer’s assessment of its business risks, business objectives, industry standards, compliance requirements, and other obligations related to the use of AI. Customer agrees to fully indemnify and hold the entigenlogic Indemnified Parties harmless from and against any and all matters related to Customer’s non-compliance with such industry standards, compliance requirements, or obligations.
4. Customer acknowledges that entigenlogic is not responsible for Customer’s reliance on AI-based products and services, and Customer hereby waives all causes of action, claims, and/or potential claims against entigenlogic that may arise from Customer’s use of or reliance on any of entigenlogic’s AI-based products or services. The output generated by Customer use of and interaction with the Platform and Services may be prone to errors or unintended or non-relevant responses, and are subject to the integrity of the underlying data and information submitted. As such, entigenlogic does not represent or warrant that the output will address all or any of Customer’s requirements or expectations considered in its decision to engage with the Platform and Services, and entigenlogic does not represent or warrant the accuracy, completeness, currency, or usefulness of the output or content generated in connection with Customer’s specific engagement with the Platform and Services.

General.
1. Assignment. Neither party may assign or transfer any rights or obligations under this Agreement (including by operation of law or otherwise) without the prior written consent of the other party. Notwithstanding the preceding sentence, with the exception of an assignment to a competitor of the non-assigning party (which will require written consent from the non-assigning party), either party may assign this Agreement without obtaining the consent of the other party, to an affiliate or to any entity into which the assigning party is merged, or to an acquirer of all or substantially all of the business or assets of the assigning party, or as part of a business restructuring, sale of stock, or other recapitalization or reorganization. Any purported assignment of rights or transfer of obligations in violation of this section is void. This Agreement will bind each party’s authorized successors and assigns.
2. Equitable Relief. Each party acknowledges and agrees that monetary damages may be an inadequate remedy if the other party breaches or threatens to breach any provision of Section 6(a) or Section 10, and that in such circumstances, each party has the right, in addition to any other rights it may have, to seek in any court of competent jurisdiction, temporary, preliminary, and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce such obligations, without any obligation to post any bond or similar security.
3. Governing Law and Choice of Forum. This Agreement will be governed in all respects by the laws of the State of Illinois without regard to conflict of law provisions. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in Cook County, Illinois. Both parties agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens.
4. Execution in Counterparts. Any Order Form may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
5. Export Compliance. Each party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Platform and Services. Without limiting the foregoing, Customer represents that none of Customer, Customer’s affiliates, or Customer’s users are prohibited by any government from receiving any exports.
6. Force Majeure. With the exception of Customer’s payment obligations, neither party will be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions, or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
7. Further Assurances. The parties shall execute such further documents and do any and all such further things as may be necessary to implement and carry out the intent of this Agreement.
8. Captions and Headings. The captions and headings of clauses contained in this Agreement preceding the text of articles, sections, subsections and paragraphs are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement, or have any effect on its interpretation or construction.
9. No Construction Against Drafting Party. The parties agree and acknowledge that they have jointly participated in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement.
10. No High Risk Activity. Customer will not use or authorize the use of the Platform or Services in connection with any High Risk Activity. “High Risk Activity” means use of the Platform or Services for purposes such as the operation of nuclear facilities, air traffic control or other aviation systems, life support or other medical systems, mass transit systems, any other facility or system that may involve inherently dangerous activities, be subject to time-sensitive or mission-critical requirements, or where the use or failure of the Platform or Services could lead to death, personal injury, or environmental damage.
11. No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended to confer upon any person other than the parties and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities whatsoever.
12. Notices. All notices or other communications that are required or permitted under this Agreement must be in writing and will be sufficient if delivered personally or sent by nationally-recognized overnight courier, by certified mail, postage prepaid, return receipt requested, or by email (if the sender retains evidence of successful transmission and promptly sends a physical copy by ordinary mail) to the addresses set forth in the Order Form, or to any other address provided in accordance with this section.
13. Order of Precedence. If there is a conflict or ambiguity between any provision of this Agreement and any Order Form, the provisions of this Agreement will prevail, unless and to the extent that any Order Form expressly provides that any portion of that Order Form will prevail.
14. Relation of the Parties. The parties agree that each is acting as an independent contractor and under no circumstances will any of the employees of one party be deemed the employees of the other for any purpose. Except as otherwise expressly agreed by the parties, this Agreement will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in this Agreement will be deemed to constitute a joint venture or partnership between the parties.
15. Severability. If any court of competent jurisdiction finds any portion of any provision of this Agreement to be unenforceable or contrary to applicable law, the parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
16. Entire Agreement. This Agreement, together with the Order Form(s), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements (express or implied), proposals, negotiations, representations, or communications relating to such subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Acceptance of any purchase order or similar document by entigenlogic is made upon the express understanding that it will be governed by the terms and conditions of this Agreement only and that any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order furnished by Customer will be void and have no force and effect notwithstanding any acceptance or execution by entigenlogic. Any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.