Inferise Service Agreement

"Acceptable Use Policy" means Inferise's Acceptable Use Policy.

"Affiliate" means, with respect to either Party, any person, organization or entity controlling, controlled by or under common control with, such Party, where "control" means direct or indirect ownership or control of more than 50% of the voting interests of such Party.

"Channel Partner" means a Inferise-authorized distributor, reseller or other channel partner for the Services.

"Customer Data" means ny data or information submitted or uploaded to, ingested or transmitted through, the Gateway Services, by or on behalf of Customer.

"Deliverables" means any work product to be provided to Customer by Inferise as part of the Professional Services, as set out in the applicable SOW.

"Documentation" means operational guides or similar documentation provided in connection with the Gateway Services. Unless the context requires otherwise, references herein to Gateway Services shall be deemed to include its Documentation.

"Force Majeure Event" means any event beyond the reasonable control of a Party, including but not limited to interruption or failure of the Internet or any utility service, strikes, shortages, riots, fires, acts of God, pandemic or epidemics, war, terrorism or governmental action.

"Gateway Services" means the Product and Support Services.

"Intellectual Property Rights" means all patent rights (including utility models), copyrights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing, and all goodwill associated with the foregoing.

"Order Form" means an ordering document issued by Inferise for the provision of the Services in accordance with the selected Subscription Plan, and agreed to by Customer or Channel Partner by way of signature or issuance of a separate purchase order by Customer or a Channel Partner (as applicable), which Order Form shall hereby be incorporated into this Agreement by reference.

"Permitted User(s)" means any employee, contractor, service provider or other representative of Customer who is authorized to access and use the Gateway Services.

"Product" means Inferise's proprietary security gateway and management software, including all improvements, updates, upgrades and additions to the foregoing.

"Professional Services" means professional services in connection with the Gateway Services, which may include implementation, configuration, consulting and training services.

"Services" means the Gateway Services and the Professional Services.

"SLA" means Inferise's Support and Service Level Agreement available at Inferise's Website, as may be updated from time to time.

"Statement of Work" or "SOW" means any statement of work executed by Inferise and Customer for the provision of Professional Services to Customer, which SOW shall be incorporated into this Agreement by reference.

"Subscription Plan" means the inclusions and usage or consumption limitations with respect to the Services purchased, as specified in the applicable Order Form.

"Subscription Term", "Initial Subscription Term" and "Renewal Subscription Term" shall have the meanings set forth in following sections.

"Support Services" means technical support services as specified in the SLA.

"Inferise Gateway Terms" means Inferise's Gateway AI Terms.

1. Any Customer Affiliate may enter into an Order Form and access and use the Services hereunder, provided that such Affiliate is not a direct competitor of Inferise, and further provided that Customer shall remain fully liable for each Customer Affiliate's compliance with the terms of this Agreement. In such event, any reference to "Customer" in this Agreement shall refer to such Customer Affiliate, as applicable.
2. Inferise's obligations hereunder may be performed by any of its Affiliates. To the extent that any Inferise Affiliate performs under this Agreement, Inferise shall be equally responsible for such Affiliate's obligations as if it were the performing Affiliate.

1. Subject to the terms and conditions of this Agreement, Inferise grants Customer and its Affiliates (if applicable) during the Subscription Term, a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Gateway Services in accordance with the Documentation for its internal business purposes.
2. As a condition to (and except as expressly permitted by) the access and use rights granted hereunder, Customer shall not, and shall not allow any Permitted User or any third party to, directly or indirectly: (a) sell, license, sublicense, assign, transfer, lease, or otherwise distribute or make available the Gateway Services to any third party; (b) copy, modify, translate or create a derivative work of the Gateway Services; (c) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code or non-literal aspects of the Gateway Services ; (d) remove or alter any trademarks or other proprietary notices related to the Gateway Services; (e) circumvent, disable or otherwise interfere with security-related or technical features of the Gateway Services or features that enforce use restrictions; (f) upload or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Gateway Services; (g) access or use the Gateway Services in any manner in order to circumvent the Subscription Plan, or in any manner designed to circumvent the unique identity requirement of a Permitted User; (h) disclose the results of any testing or benchmark studies to any third party; (i) use the Gateway Services to develop any service or product that is the same as, substantially similar to or otherwise competitive with, the Gateway Services; (j) use the Gateway Services in a manner that violates or infringes any rights of any third party or any applicable laws, including but not limited to privacy rights, intellectual property rights, and export control laws; or (k) use the Gateway Services, including transmitting Customer Data, in a manner that violates Inferise's Acceptable Use Policy.
3. Permitted Users. When creating a Customer account for use of the Gateway Services ("Customer Account"), and when adding Permitted Users as authorized users of said Customer Account, Customer agrees that: (a) all registration information regarding Customer and each Permitted User, as required, shall be accurate and complete; (b) the Gateway Services may be accessed solely by Permitted Users, and Customer shall be responsible for the addition and deletion of Permitted Users from the Customer Account and for ensuring that each Permitted User's login credentials and password remains confidential and secure; (c) Customer shall ensure that Permitted Users comply at all times with the terms of this Agreement, and shall remain fully responsible for all activities of each Permitted User and/or all activities that occur under the Customer Account; and (d) Customer shall promptly notify Inferise in writing upon becoming aware of any unauthorized access or use of the Customer Account.

1. Subscription Fees. In consideration for provision of the Gateway Services, Customer shall pay Inferise the fees as specified in the Order Form ("Subscription Fees").
2. Fees for Professional Services. Customer shall pay Inferise fees in respect of any Professional Services, as specified in the applicable Order Form and SOW ("Professional Services Fees"; together with the Subscription Fees, the "Fees").
3. Expansions and Upgrades. Customer may elect to expand and/or upgrade the Subscription Plan at any time. Any such expansion or upgrade shall be purchased for the remainder of the then-current Subscription Term. Any Order Form issued with respect thereto shall be incorporated into this Agreement by reference.
4. Overages. Customer's use of the Gateway Services may be subject to certain usage limitations as set out in the Order Form and/or Documentation (e.g. maximum cases per month for use of Inferise Gateway). Customer acknowledges that exceeding these usage limitations may incur additional fees.
5. Subscription Fee Increases. Following the Initial Subscription Term, Inferise reserves the right to increase the Subscription Fees by no more than eight percent (8%) annually for any and each subsequent Renewal Subscription Term. Inferise shall notify Customer of such increase via email at least sixty (60) days prior to the commencement of the Renewal Subscription Term.
6. Payment Terms. Unless expressly stated otherwise in this Agreement or in any Order Form or SOW: (a) all Fees paid or payable under this Agreement are non-refundable and are without any right of set-off or cancellation; and (b) all Fees are payable, and shall be invoiced, in advance; and (c) all Fees shall be paid within thirty (30) days of receipt of invoice. Any Fees not paid when due will accrue interest on a daily basis until paid in full, at a rate of one percent (1%) per month or the highest amount permitted by applicable law, whichever is less.
7. Taxes
1. Fees payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties, governmental charges, and/or penalties and late charges imposed by a taxing authority against Customer as a result of this Agreement (collectively, "Taxes"). Customer agrees to pay all Taxes imposed upon Customer as a result of this Agreement, except for taxes based upon Inferise's net income. Customer shall provide a valid tax exemption certificate if claiming a tax exemption.
2. To the extent that Inferise is required to collect and remit any Taxes owed by Customer, Inferise shall invoice Customer, as a separate line item, the amount of any such tax. For tax calculation purposes, Inferise shall use Customer's address stated in the preamble of this Agreement as the address of the user of the Services. Customer shall be solely responsible for the collection of Taxes and remittance thereof to the relevant tax authorities arising from the extension of the use of such Services to Customer's employees, third party contractors and consultants located in multiple states. In the event that Inferise does not invoice Taxes and is then required to pay any Taxes owed by Customer, Customer agrees to reimburse Inferise, within thirty (30) days' of receipt of invoice from Inferise, for such payment as well as any fees, penalties or late charges related thereto as a result of any determination of the relevant taxing authorities. Neither Party shall have any responsibility or obligation to report or pay to any taxing authority any personal property or intangible taxes or any tax on income that may be imposed by a taxing authority against the other Party in connection with the Services.
3. In the event that Customer is required by any applicable law to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Inferise shall be increased by the amount necessary so that Inferise receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.

1. As between the Parties, Customer is, and shall be, the sole and exclusive owner of all Customer Data. Customer grants Inferise and its Affiliates during the Subscription Term, a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable, non-transferable, royalty-free license to access, use, and process any Customer Data to: (a) provide the Services to Customer; (b) address technical or security issues; (c) comply with applicable law and regulations; (d) investigate any claim that the Customer Data violates any terms of this Agreement; and (e) as expressly permitted in writing by Customer.
2. Security. Inferise implements appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data, in accordance with Inferise's security policies, as may be updated from time to time, provided that any change to any such measures or policies shall not materially diminish the existing measures in place as of the Effective Date.
3. Privacy. The Parties agree to comply with the terms of the Data Processing Agreement ("DPA"), which shall form an integral part of this Agreement.
4. Customer Compliance. Customer hereby represents and warrants that: (a) Customer has obtained and shall maintain all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights herein to any Customer Data, including by providing all required notices and obtaining and maintaining legal bases to allow Inferise to process personal data; and (b) Customer Data shall comply, and be subject to, Inferise's Acceptable Use Policy. Customer shall be solely responsible for Customer Data, and other than Inferise's security, data protection and confidentiality obligations, Inferise assumes no responsibility or liability for Customer Data.

1. Support Services. Subject to Customer remaining current on payment of all Subscription Fees hereunder, Customer shall be entitled to receive Support Services in connection with its use of the Gateway Services during the Subscription Term, in accordance with the Order Form and SLA.
2. Professional Services. Customer may elect to purchase Professional Services in connection with the Services, as set forth in the Order Form and/or the SOW.

1. Customer's use of any third party products, services, applications and/or tools which interoperate with the Gateway Services ("Third Party Services"), shall be governed solely by the terms applicable to such Third Party Service as agreed between Customer and said third party provider. Customer shall be solely responsible for the use of any Third Party Service, including the transfer, collection, processing, modification and/or deletion of Customer Data. Inferise assumes no responsibility and disclaims all liability and warranties with respect to any Third Party Service and Customer's use thereof.
2. Inferise Gateway. Customer agrees that if it elects to use any artificial intelligence (AI) features and functionalities made available by Inferise as part of the Gateway Services ("Inferise Gateway"), the Inferise Gateway Terms, in addition to the terms of this Agreement, shall govern use thereof. Customer's use of Inferise Gateway shall be in accordance with the Subscription Plan.
3. Third Party Components. Customer hereby acknowledges that the Gateway Services may use or include third party open source software, files, libraries or components which are subject to third-party open source license terms. A list of such components may be updated from time to time by Inferise. Requests for receiving such open source list and their respective license terms may be forwarded to legal@inferise.com. If there is a conflict between any open source license and the terms of this Agreement, the open source license terms shall prevail but solely in connection with the related third party open source software. Inferise makes no warranty or indemnity hereunder with respect to any third party open source software.
4. Usage Data. Customer agrees that Inferise may collect and process information regarding the performance, security, access to and use of the Services by Customer, including product usage and support metrics, analytics, logs and intelligence ("Usage Data") for its internal business purposes, including to develop, improve, analyze secure and operate the Services, in each case without derogating from Inferise's confidentiality, security and privacy obligations hereunder and in accordance with applicable law, and Inferise's Privacy Policy.
5. Pre-Released Services. Inferise may, at its sole discretion and from time to time, make available to Customer pre-released alpha or beta versions of certain services, as agreed between the Parties ("Pre-Released Services") The warranty, indemnification and SLA terms in this Agreement shall not apply to any Pre-Released Services. In no event shall the total aggregate liability of Inferise and its Affiliates in connection with the Pre-Released Services exceed one thousand United States Dollars (US $1000).

1. This Agreement shall be in effect while any Order Form and/or SOW is in effect, unless earlier terminated in accordance with the terms hereunder, in which case all Order Forms and SOWs then in effect shall automatically terminate.
2. Subscription Term for Gateway Services. The initial term for Customer's use of the Gateway Services shall be as set forth in the applicable Order Form, unless terminated earlier in accordance with the terms herein ("Initial Subscription Term"). The Initial Subscription Term shall automatically renew for successive additional terms of twelve months, unless Customer notifies Inferise of non-renewal at least thirty (30) days prior to the end of the then-current term (each additional term, a "Renewal Subscription Term"; Renewal Subscription Term together with the Initial Subscription Term, "Subscription Term").
3. Termination for Breach. Either Party may immediately terminate this Agreement and/or any Order Form upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach. In the event of termination by Customer for a material breach by Inferise hereunder, Inferise shall provide a prorated refund of any Fees pre-paid by Customer for the remaining period of the Subscription Term or under the terminated Order Form, as applicable, subject to Inferise's right to set-off any outstanding payments owed to Inferise.
4. Termination for Bankruptcy. Either Party may terminate this Agreement and/or any Order Form upon written notice to the other Party upon the occurrence of any of the following events: (a) a receiver is appointed for the non-terminating Party or its property, which appointment is not dismissed within sixty (60) days; (b) the non-terminating Party makes a general assignment for the benefit of its creditors; (c) the non-terminating Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, which proceedings are not dismissed within sixty (60) days; or (d) the non-terminating Party is liquidating, dissolving or ceasing normal business operations.
5. Effect of Termination. Upon termination of this Agreement for any reason: (a) any and all rights granted hereunder shall automatically terminate; (b) Customer shall cease to access and use the Gateway Services and the Documentation; (c) Customer shall pay to Inferise any outstanding Fees that have accrued as of termination (whether billed for or yet to be billed in accordance with issued Order Forms and/or SOWs); and (d) unless otherwise expressly agreed between the Parties, Inferise shall delete all retained Customer Data in accordance with Inferise's data retention policy. Termination shall not affect any rights and obligations accrued as of the date of termination nor shall it limit either Party from pursuing any other remedies available to it under applicable law. For the sake of clarity, unless otherwise explicitly set forth in this Agreement, any and all Fees paid or payable by Customer to Inferise as of the termination date shall be non-refundable and without any right of set-off or cancellation.
6. Survival. The provisions of this Agreement that, by their nature, are intended to survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including but not limited to provisions relating to "Access to Gateway Services", "Intellectual Property", "Confidentiality", "Warranties; Disclaimer", "Limitation of Liability", and "Miscellaneous"), shall so survive.

1. The Subscription Plan shall be determined with reference to the ordering document entered into between Inferise and Channel Partner ("Channel Partner Order Form"), and Inferise shall have no responsibility or liability, and Channel Partner shall be solely responsible, for any discrepancy between the Subscription Plan under such Channel Partner Order Form on the one hand, and the order issued by Customer to Channel Partner on the other hand; in such a case, Customer shall seek redress or realization or enforcement of such rights solely with such Channel Partner and not Inferise.
2. Customer shall pay the applicable fees for the Services to the Channel Partner, as agreed between Customer and Channel Partner.
3. Inferise may suspend or terminate Customer's access and use of the Services if Customer fails to make timely payment of fees to Channel Partner.
4. If Customer is entitled to a refund under the terms and conditions of this Agreement, then, unless Inferise specifies otherwise, Inferise shall refund any applicable fees to Customer through the Channel Partner (and under no circumstances shall Inferise be required to refund more than it received from Channel Partner).
5. Channel Partner shall not be authorized to make any promises or commitments on Inferise's behalf, and Inferise shall not be bound by any obligations to Customer other than as set forth in this Agreement.

1. Inferise Property. As between the Parties, all right, title and interest (including, without limitation, all Intellectual Property Rights) in and to the Services, and any and all improvements, derivative works, and/or modifications thereto regardless of inventorship or authorship, are owned solely and exclusively by Inferise or its licensors. For the avoidance of doubt, except for the rights granted herein in Section 3.1 above, Customer is granted no other right or license to the Gateway Services, whether by implied license, estoppel, exhaustion, operation of law, or otherwise. Any rights not expressly granted herein are hereby reserved by Inferise and its licensors.
2. Right to Use Deliverables. Subject to Customer's compliance with the terms of this Agreement, Inferise grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Deliverables for the duration of the Subscription Term, solely in connection with the Services.
3. Feedback. If Inferise receives any suggestions or feedback relating to the Services provided under this Agreement("Feedback"), Customer acknowledges and agrees that Inferise may use, modify, commercially exploit, and/or incorporate into the Services the Feedback (but excluding any Customer Confidential Information contained in the Feedback) without any obligation, payment, or restriction.

1. Mutual. Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has the full power and authority to enter into this Agreement, and grant the rights hereunder and assume the obligations set forth herein; (b) the execution and performance of this Agreement will not conflict with other agreements to which it is bound, nor violate applicable law; (c) it has obtained, and shall maintain and comply with, all necessary consents, approval, or authorization of any governmental or regulatory authority or other third party for execution and performance of this Agreement; and (d) it complies and shall comply at all times with any and all applicable laws and regulations (including, without limitation, all applicable privacy, data protection and export laws).
2. Inferise Performance Warranty. Inferise represents and warrants that under normal authorized use as permitted under this Agreement, the Product shall perform in material conformance with the Documentation. As Customer's sole and exclusive remedy and Inferise's sole liability for breach of this warranty, Inferise shall use commercially reasonable efforts to repair any error in the Product in accordance with the SLA. The warranty set forth in this Section shall not apply if the error results from or is otherwise attributable to: (a) modification of the Product by any persons other than Inferise or its authorized contractors; (b) use of the Product other than in accordance with the Documentation or this Agreement; (c) any fault in any Customer or third party software, systems, services, hardware or other equipment used in conjunction with the Product; (d) Customer's negligence or willful misconduct; (e) any Force Majeure Event.
3. Inferise Professional Services Warranty. Inferise represents and warrants that the Professional Services shall be performed in a timely and professional manner, consistent with generally-accepted professional standards. As Customer's sole and exclusive remedy and Inferise's sole liability for breach of this warranty, Inferise shall re-perform the non-conforming portions of the Professional Services in a timely manner.
4. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INFERISE DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, NOR THAT THE SERVICES WILL OPERATE ERROR-FREE OR BE ACCURATE AT ALL TIMES. OTHER THAN THE WARRANTIES EXPLICITLY STATED IN THIS AGREEMENT, INFERISE EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND/OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ANY WARRANTY, REPRESENTATION OR STATEMENT MADE BY ANY INFERISE PERSONNEL OR ANY OTHER THIRD PARTY, INCLUDING ANY CHANNEL PARTNER.

1. No Indirect Damages. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 13.3 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
2. Liability Cap. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 13.3 BELOW, THE COMBINED AGGREGATE LIABILITY OF EACH PARTY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO INFERISE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY. NOTWITHSTANDING THE FOREGOING, THE COMBINED AGGREGATE LIABILITY OF EACH PARTY ARISING IN CONNECTION WITH A MATERIAL BREACH BY SUCH PARTY OF ANY OF ITS OBLIGATIONS UNDER SECTIONS 5.2 AND 5.3 (SECURITY AND PRIVACY) SHALL NOT EXCEED THE LESSER OF (A) FIVE TIMES (5X) THE FEES PAID OR PAYABLE TO INFERISE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY; OR (B) ONE MILLION UNITED STATES DOLLARS (US $1,000,000).
3. Excluded Claims. THE FOREGOING LIMITATIONS OF LIABILITY UNDER SECTIONS 13.1 AND 13.2 ABOVE SHALL NOT APPLY FOR ANY LIABILITY ARISING OUT OF: (A) CUSTOMER'S BREACH OF ANY USE RESTRICTION UNDER SECTION 3.2 AND/OR INFRINGEMENT OF INFERISE'S INTELLECTUAL PROPERTY RIGHTS; (B) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11 (BUT EXCLUDING ANY BREACH OF CONFIDENTIALITY ARISING UNDER SECTIONS 5.2 AND 5.3); (C) INFERISE'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; AND/OR (D) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
4. Conditions. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, MISREPRESENTATION, RESTITUTION OR OTHERWISE).

1. IP Infringement Claims. Inferise agrees to defend, at its expense, any third party action or suit brought against Customer alleging that the Product, when used as permitted under this Agreement and in accordance with the Documentation, infringes the intellectual property rights of a third party ("IP Infringement Claim"), and Inferise will pay any damages awarded in a final court judgment against Customer that are attributable to any such IP Infringement Claim, provided that: (a) Customer promptly notifies Inferise in writing of such IP Infringement Claim; and (b) Customer grants Inferise the sole authority to handle the defense or settlement of any such IP Infringement Claim and provides Inferise with all reasonable information and assistance, at Inferise's expense. Inferise shall not be bound by any settlement entered into by Customer without Inferise's prior written consent. Should the Product (in whole or in part) become, or in Inferise's opinion is likely to become, the subject of an IP Infringement Claim, then Customer permits Inferise, at Inferise's sole discretion and expense, to: (a) obtain for Customer the right to continue accessing and using the Product (or part thereof); (b) replace or modify the Product (or part thereof) to avoid the IP Infringement Claim; or (c) if options (a) and (b) are not, in Inferise's opinion, commercially feasible, terminate this Agreement upon written notice to Customer, and provide a prorated refund for any fees pre-paid by Customer.
2. Exceptions. Inferise shall have no liability under this Section to the extent that the IP Infringement Claim is based on or results from: (a) any modification to the Product not made by Inferise or its authorized contractors; (b) use of the Product not in accordance with the Documentation or this Agreement; and/or (c) Customer Data.
3. Sole Remedy. This Section represents Inferise's sole obligation and liability, and Customer's sole remedy, for claims of actual or alleged infringement.

1. Entire Agreement. This Agreement, and all other references agreements, terms and policies herein, represent the entire agreement of the Parties with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter.
2. Order of Precedence. Except as otherwise explicitly stated in an Order Form, this Agreement supersedes the following, each of which shall be deemed void and of no effect: (a) any shrink-wrap, click-wrap, or similar non-negotiated terms of use that accompany the Gateway Services, even if use requires "acceptance" thereof; and (b) any terms or conditions (whether printed, hyperlinked, or otherwise) in any purchase order or other standardized business forms, which purport to supersede, modify or supplement this Agreement or an Order Form. In the event of any discrepancy or ambiguity in the Agreement and any Order Form or SOW, the terms of this Agreement shall prevail, unless the terms of the Order Form and/or SOW expressly and specifically note that terms set forth herein are being amended, in which case the terms of the Order Form and/or SOW shall control as to such provision.
3. Amendments. Inferise reserves the right to make changes to this Agreement for valid reasons, such as due to the addition of new functions or features to the Services, technical adjustments, fixing typos or errors, for legal or regulatory reasons or for any other reasons as Inferise deems necessary. In the event of any material change to this Agreement, Inferise shall notify Customer with notice as appropriate under the circumstances. Customer's usage of the Services after the implementation of said change will be deemed as acceptance by Customer of said change.
4. Assignment. This Agreement may not be assigned, in whole or in part, by either Party without the prior express written consent of the other Party not to be unreasonably withheld, except however that either Party may assign this Agreement in whole to: (a) an Affiliate; or (b) a successor in connection with a merger, consolidation, or acquisition of all or substantially all of the assigning Party's assets or business relating to this Agreement. Any assignment in contravention of this Section will be null and void. Subject to the provisions of this Section, this Agreement will bind and benefit each Party and its respective successors and assigns.
5. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of North Carolina, without regard to any conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. Any claim, dispute or controversy between the Parties will be subject to the exclusive jurisdiction and venue of the courts located in Durham County, North Carolina, and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction.
6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such illegality, invalidity or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
7. Waiver; Remedies. No failure or delay on the part of either Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Except as may be expressly provided otherwise in this Agreement, no right or remedy conferred upon or reserved by either Party under this Agreement is intended to be, or will be deemed, exclusive of any other right or remedy under this Agreement, at law, or in equity, but will be cumulative of such other rights and remedies.
8. Relationship. The relationship of the Parties is solely that of independent contractors, and nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, joint venture, partnership, association, or otherwise between the Parties. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party and neither Party will create or attempt to create any obligation, express or implied, on behalf of the other Party.
9. Publicity. Inferise may use Customer's name and logo on Inferise's website and in its promotional materials to state that Customer is a customer of Inferise.
10. No Third Party Beneficiaries. Except as expressly stated otherwise herein, there shall be no third party beneficiaries of or under this Agreement.
11. Each Party shall be responsible for complying with Export Control Laws, in connection with the Services. Customer represents and warrants that: (a) it is not a resident of (or will use the Services in) a country that the U.S. government has embargoed for use of the Services, nor is an entity named on the U.S. Treasury Department's list of Specially Designated Nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) its country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to Inferise. Customer shall not transfer, export, re-export, import, re-import or divert the Services in violation of any Export Control Laws (as defined below), and shall not transfer, export, re-export, import, re-import or divert any the Services to Lebanon, Syria, Iran, Iraq, Sudan, Yemen, Cuba, or North Korea (or other countries specifically designated in writing by Inferise from time to time). For the purposes herein, "Export Control Laws" means all applicable export and re-export control laws applicable to Customer and/or Inferise or its Affiliates, as well as the United States' Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.
12. Force Majeure. Neither Party shall be liable by reason of any failure or delay in the performance of its obligations, other than payment obligations, due to a Force Majeure Event.
13. Notices. All notices or other communications provided for in connection with this Agreement shall be in writing and shall be given in person, by courier, registered mail, or by email. All notices and other communications shall be deemed delivered as follows: (a) if delivered by courier service, one (1) business day after sending; (b) if sent by registered mail, three (3) days after sending; (c) if sent by email, upon receipt of delivery confirmation.
14. Electronic Communications. By using the Services, Customer agrees to receiving electronic communications from Inferise, including notices or other information related to the Services. Customer acknowledges that these electronic communications are part of its relationship with Inferise and its use of the Services. Customer agrees that such electronic communications will satisfy any legal communication requirements, including that such communications be in writing.