Terms of Service

1.Definitions

For purposes of this Agreement, capitalized terms used herein shall have the meanings set forth in this Section or the meanings otherwise given to them in the main body of this Agreement:

“Applicable Laws” means any applicable law, rule, regulation or other government requirement.

“Authorized Users” means Customer’s employees, agents and representatives authorized to access the Services pursuant to the terms of this Agreement.

“Beta Services” means any services, products or technologies that may be made available to Customer to try at its option at no additional charge for a period of time and which are designated as beta, pilot, limited release, non-production, early access, evaluation, labs or by a similar description.

“Customer”, “you” “your” and other similar terms means the entity, company, organization, individual or party that is accepting and agreeing to, or is otherwise bound by, these Terms of Service as set forth herein and that is accessing and using the Services for the Permitted Use.

“Customer Data” means any data, information, models, designs, content or other materials that Customer or the Authorized Users directly or indirectly upload, provide, input, transmit to Provider or any of the Services, including any such data that is provided to, or processed by, the Services. Customer Data includes, without limitation, any pitch decks, investment or offering memorandums, research, reports, financial materials, diligence materials, and other business, investment or transaction-related information that Customer or its Authorized Users submit to the Platform.

“Evaluation Term” such period set forth in an Order, and if no period is set forth in an Order, thirty (30) days or such period of time as may be offered by Provider in its sole and absolute discretion, during which period a Customer may evaluate any Services.

“Feedback” means any feedback from Customer or an Authorized User related to their respective access to and use of the Services, including without limitation, feedback on features or functionality, usability, specifications, software or hardware compatibility, interoperability, performance, technology integrations, bug reports, test results and documentation requirements, and may also include suggestions or ideas for improvements or enhancements to the Services.

“Individual Use Basis” means use of the Pronoa Platform by a Customer who is an individual. Individual Use Basis includes only one account that is personal to such individual and such account may not be reused or accessed by any other individual.

“Intellectual Property Rights” means (i) all intellectual property rights and/or interests, including without limitation, copyrights, trademarks, trade dress, patents, trade secrets, logos, trade names, any and all proprietary rights, publicity and/or privacy rights, industrial property rights, design rights, database rights, rights in software and computer code, and moral rights, whether statutory or otherwise, and whether registered or not, in any country or jurisdiction, (ii) all current and future applications, registrations, renewals, extensions, continuations, reversions, divisions, and reissues of any of the foregoing, and (iii) all rights to enforce such rights or interests, worldwide and in perpetuity.

“Order” means (i) an online order page or similar website page on a Provider website or other related site or page that allows Customer to select or order any of the Services (e.g. selecting a specific service or offering level or pricing plan offered by Provider, selecting a particular Platform Output tier, model or framework, selecting a particular Platform usage level, etc.), or (ii) any order form, invoice, statement of work or other written agreement that is signed by the Parties or electronically agreed to by the Parties and which sets forth the particular Services to be provided to Customer and that incorporates these Terms of Service by reference (and any Customer terms on such document shall be void and not apply).

“Party” means Provider or Customer individually and “Parties” means the Party and Customer collectively.

“Permitted Use” means access to and use of the Pronoa Platform by Customer solely for Customer’s internal business purposes of evaluating potential investment, financial and/or other business transactions, and subject to any specific Use Limitations (e.g., specific use cases) mutually agreed upon by the Parties in one or more Orders.

“Personal Information” means data that can be used to identify, contact, or locate a natural person, which may include but is not limited to, name, address, telephone number, e-mail address, online contact information (including, without limitation, an instant messaging user identifier or a screen name that reveals an individual’s e-mail address), account numbers (financial and otherwise), government-issued identifier (including, but not limited to, social security number) and any other data considered personal information or personal data under Applicable Laws (including, in some jurisdictions, IP addresses, and where applicable cookie information and mobile identifiers).

“Platform Outputs” or “Outputs” means the results, analysis, data, summaries, reports, content, materials, analytics, designs or other information or data that are produced or generated by the Customer’s access to and use Platform or Services, including any of the foregoing that are based on Customer Data. Platform Outputs (or portions thereof) do not include and shall always exclude any Provider IP (e.g. any portion of Outputs that include Provider IP (like design templates, underlying models, etc.) are not considered Outputs but rather Provider IP).

“Pronoa Platform” and “Platform” mean (i) Provider's proprietary software-as-a-service offering known as “Pronoa” which is a decision intelligence platform that utilizes artificial intelligence models, structured analytical workflows and other technology to deliver information and materials that can be used for evaluating potential investment, financial and other business activities such as strategic and operational decisions; and (ii) any related data, APIs, software, models, technology, intellectual property, content, materials and/or software and platform specific related services that Provider may provide from time-to-time pursuant to the terms of this Agreement. For clarity, the Platform is and shall be provided to Customer based on the particular subscription/function levels purchased by Customer, as well as any other special features, functionalities or use limitations agreed upon in an Order or otherwise from time to time offered through the Platform.

“Provider IP” means Provider’s intellectual property and technologies (whether existing before or developed or arising after the Effective Date), including, without limitation, Provider’s software, code, tools, models, weights, parameters, system prompts, embeddings, workflows, agents, methods, procedures, frameworks, architecture, algorithms, applications, know-how, methodologies, prompt architecture, analytical frameworks, user interfaces, visual designs, layouts, proprietary information, ideas, techniques, forms, templates (including the executive brief templates), designs, technical data, technical specifications, content, materials, research, developments, inventions, products, works of authorship, records, reports, and documentation (both printed and electronic) whether or not any of the foregoing may be patented, copyrighted, trademarked or otherwise protected and including any derivatives, improvements, enhancements, configurations, or extensions of any of the foregoing. Provider IP includes, without limitation, the Platform, the Services, the Usage Data, any Beta Services and all Feedback. Provider IP also includes any and all improvements, customizations, implementations, developments, code, APIs or other intellectual property developed by Provider under an Order, including as may be specific to Customer.

“SaaS Services” means access to and use of the Pronoa Platform for the Permitted Use in accordance with the terms of this Agreement.

“Sensitive Information” means information that: (a) relates to an individual’s race or ethnicity, religious beliefs, sexual orientation, medical records, health matters, pharmaceutical prescriptions, social security numbers, government-issued identifiers, account credentials or payment card data, (b) is collected from children under the age of 13, or (c) is otherwise considered sensitive information (or similar terms) under Applicable Laws. For clarity, Sensitive Information does not include business, transaction, investment or deal-related financial information (including financial statements, models, valuations, and portfolio or fund information) submitted as Customer Data for the Permitted Use, including such information submitted by or on behalf of family offices or individual investors in connection with evaluating business and investment decisions.

“Services” means, collectively, (a) the SaaS Services; (b) any additional services or offerings that may be provided by Pronoa related to the Platform (whether pursuant to an Order or otherwise), and (c) any other services or technologies provided by Provider from time to time hereunder.

“Small Teams Use Basis” means use of the Pronoa Platform by a Customer that is a business, company or organization in which case such Customer may permit only specific Authorized Users to access the Pronoa Platform and subject to the terms of an Order (e.g. a specific number of Authorized Users, etc.). “Terms of Service”, “Terms” or “Agreement” means these Pronoa Terms of Service and any related policies or agreements incorporated by reference.

“Third Party AI Tools” means the third party artificial intelligence models, tools, algorithms, agents and similar technologies that power the inference capabilities and analytical workflows driving the Platform. As of the Effective Date, the only Third Party AI Tool is Anthropic Claude, but Third Party AI Tools are subject to change from time to time in Provider’s sole discretion provided that Provider shall use commercially reasonable efforts to notify Customer (via email or posting in the Platform) if such AI Models are changed.

“Third Party Technology” means (i) any third party technology required or permitted to access and use the Services (e.g. Internet access, desktop, laptop computers or other compatible devices, web browsers, browser extensions, etc.), and (ii) any third party software platforms, applications and services that may from time to time be integrated with, or be accessed by, the Services (e.g. platforms storing Customer Data being uploaded to the Platform, etc.).

“Usage Data” means any data, information, analytics, or other content about the provision, use, and performance of the Services based on Customer's or Authorized User's use of the Services. Usage Data does not include any identifiable Customer Data or Confidential Information. Usage Data includes Platform interactions, cross-transaction session metadata, structural compilation metrics, and metadata regarding which methodologies, prompt architectures, and analytical frameworks were selected or invoked during a session. For clarity, the methodologies, prompt architectures, and analytical frameworks themselves are Provider IP, not Customer property, and Customer's selection or use of them does not grant Customer any right in them. Provider retains all Intellectual Property Rights in Usage Data.

“Use Limitations” means any use limitations, use restrictions, additional terms or other constraints or limits on Customer’s or Authorized User’s use of the Services, as set forth in the Order or Provider documentation (e.g. number of processed transactions, number of Outputs generated, amount of ingested data or files, etc.).

2.Organizational Use; Effective Date; Binding Effect

a. Customers and Use Basis. If you are an individual or sole proprietorship accessing any of the Services in your personal capacity (e.g. you sign-up on our website (which is an Order as defined above) on a self-serve basis) you are the Customer and you may access and use the Pronoa Platform on an Individual Use Basis and you acknowledge and agree you may only access and use the Services for your own individual professional use and solely in your individual capacity. If you are accessing and using the Services on behalf of a company, entity, or other organization (such as your employer) as permitted herein, then you must use on a Small Teams Use Basis and such company, entity, or other organization is the Customer for purposes of these Terms of Service and you (as an individual accessing the Services via the Customer’s account) are an Authorized User of the Customer and are responsible for complying with all applicable terms and limitations of these Terms of Service. In cases when an individual is entering into this Agreement on behalf of a company, entity, or other organization, notwithstanding anything to the contrary herein: (a) these Terms of Service constitute a binding agreement between Provider and both such individual and Customer; (b) all license grants, restrictions, obligations, acknowledgments, representations, warranties, and covenants set forth herein apply to both such individual and Customer; (c) such individual represents and warrants that they have full legal authority to bind Customer to these Terms of Service, and absent such authority, such individual may not access or use the Services; (d) such individual's acceptance of these Terms of Service binds Customer hereto; (e) Customer shall make all Authorized Users aware of these Terms and cause each Authorized User to comply herewith; and (f) Customer shall be solely responsible and liable for all acts and omissions of its Authorized User, including, without limitation, any act or omission by an Authorized User that would constitute a breach of these Terms if committed by Customer. ANY INDIVIDUAL WHO DOES NOT HAVE SUCH AUTHORITY, OR WHO DOES NOT AGREE WITH THESE TERMS OF SERVICE, MUST NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT ACCESS NOR USE ANY OF THE SERVICES.

b. Effective Date; Right to Modify; Binding Effect of Continued Use. These Terms of Service are effective as of the date that Customer first accepts these Terms of Service or otherwise first uses any of the Services (the “Effective Date”). The Effective Date may also be set forth in a signed Order. Provider reserves the right to change these Terms of Service from time to time without notice to the Customer or its Authorized Users and any modifications or changes to these Terms of Service shall be effective upon such modification or amendment being posted to the Provider website, the Platform or otherwise communicated (via email or otherwise) to Customer. In addition, any policies or agreements referenced in this Agreement (e.g. our DPA or Privacy Policy (each as defined below)) may be updated and changed by Provider as set forth in such policies or agreements. Customer acknowledges and agrees that it is Customer’s and its Authorized Users’ responsibility to review these Terms of Service and any other such policies or agreements periodically and to be aware of any modifications. Customer’s continued use of the Services after such modifications will constitute Customer’s acknowledgement of the modified Terms of Service and such other policies or agreements and agreement to abide and be bound by the modified Terms of Service and such other policies or agreements.

3.Services

a. Evaluation. Provider may offer Customer a free evaluation of the Services (or portions thereof) as set forth in, and for the Evaluation Term set forth in, an Order (e.g. on the pricing page where you sign up or a signed Order). During the Evaluation Term, and subject to the terms and provisions of these Terms of Service, Provider hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform on an software-as-a-service basis solely for the Permitted Use for evaluation purposes only, and subject to any limitations or requirements of Provider related to evaluations. Provider reserves the right to limit the Services or provide only certain functionality or support with respect to the Services during an Evaluation Term.

b. SaaS Services. During the Subscription Term (as defined below) and subject to the terms and provisions of this Agreement, Provider hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use, and to permit Authorized Users to access and use, the Pronoa Platform solely for the Permitted Use and subject to any particular access or usage plan Customer has selected, in each case as set forth in an Order, and also subject to any other applicable Use Limitations and the applicable Individual Use Basis or Small Teams Use Basis. The particular Platform features, functionality, usage and access rights and limitations/restrictions covered by Customer’s subscription may be further defined in Customer’s Order.

c. Orders. Specific terms and conditions relevant to Customer’s use of the Services being purchased by Customer shall be mutually agreed by the Parties from time to time in one or more Orders. Among other things, an Order may set forth (i) the subscription tier or plan (and related limitations or use restrictions – e.g. limits on calculations, import limitations, etc.), (ii) fee and payment terms, (iii) Customer’s subscription term, (iv) contact information for the Parties, and (v) any other terms, conditions or provisions. Each Order shall be subject to all of the terms and conditions of this Agreement. The Parties may also from time to time mutually agree to modify or amend Customer’s existing Order terms by entering into an amendment to an existing Order (a “Change Order”). Each Order and Change Order shall only be effective once signed or agreed to by both Parties. Any Change Orders entered into by the Parties shall constitute an amendment to the applicable Order and the revised terms and services set forth in the Change Order shall be deemed to be Services that are part of the original Order and are covered by this Agreement.

d. Authorized Users. Authorized Users shall be granted access to the Platform for the Permitted Use through Provider’s standard user registration process in effect from time to time. Customer shall be entitled to a reasonable number of Authorized Users (unless a specific seat number is set forth in an Order), and Customer shall be responsible for verifying the status of its Authorized Users, updating its Authorized User lists on a regular basis and providing any such lists to Provider upon request. Provider shall have the right to monitor use of the Platform and user credentials. Customer and each of its Authorized Users are responsible for maintaining the confidentiality of usernames and passwords. Customer agrees to immediately notify Provider of any unauthorized use of the Platform of which Customer becomes aware. Customer shall be fully liable and responsible for each Authorized User’s compliance with the terms and provisions of these Terms of Service and any of their acts or omissions in relation to the Services. Each Authorized User accessing the Services shall be required to have a separate Authorized User account and sharing of accounts or passwords is not permitted. For the avoidance of doubt, Provider shall not be responsible for onboarding Customer or its Authorized Users and Customer shall have this responsibility. Customer acknowledges that the Services permit the intra-account aggregation and cross-referencing of separate data sets and transactions. Customer bears sole responsibility for managing, restricting, and auditing which Authorized Users have access to specific decision sessions, aggregated portfolios, or comparative views, and Provider shall have no liability for any unauthorized internal exposure of data among Customer’s personnel for any reason.

e. Beta Services. Provider may from time to time offer Customer the opportunity to utilize Beta Services, and in such case Customer may choose to try such Beta Services in its sole discretion. Beta Services are provided “AS IS”. Beta Services are intended for evaluation purposes only and not for production use, are not supported, and may be subject to additional terms that will be presented to Customer at the time of deployment. Provider provides no representations and warranties regarding the Beta Services. All use requirements and restrictions, Provider’s reservation of rights and Customer’s obligations concerning the Provider IP as set forth herein shall apply to the Beta Services. Provider may discontinue Beta Services at any time in its sole discretion. For purposes of the foregoing, Beta Services may be identified as such in the Platform or via other notice to Customer.

f. Prior Agreements. This Agreement replaces and supersedes any and all agreements Customer has previously entered into or agreed to with respect to any of the Services (e.g., Beta Agreements, Evaluation Agreements, Trial Agreements, Service Agreements, SaaS Agreements, Terms of Use, etc.) (the “Prior Agreements”), and all such Prior Agreements are hereby terminated and Provider shall have no further obligations thereunder.

4.Customer Agreements

a. Requirements and Restrictions. Except as expressly set forth herein, Customer and the Authorized Users shall not: (a) loan, rent, or lease the Services or otherwise transfer or assign the right to use or commercialize any of the Services, including but not limited to posting or otherwise making the Services available on the Internet including as a service bureau or application service provider; (b) itself, nor permit or encourage others to, reverse engineer, decompile, decipher, disassemble, translate or otherwise decrypt or discover the source code or underlying ideas or algorithms of all or any portion of the Services; (c) modify, adapt or write or develop any derivative works based on the Services or use the Services in any manner except as expressly provided in this Agreement; (d) interfere with or disrupt the integrity or the operation of the Services; (e) copy any features, functions, screens, interfaces or graphics of the Services; (f) violate any Applicable Laws, third party rights or Provider policies while using or receiving the Services; (g) use the Services or submit any Provider forms if temporarily or indefinitely suspended from using the Services by Provider; (h) manipulate the Platform, the other Services, email responses or interfere with any other Provider client’s or user’s use of the Services; (i) provide false, inaccurate, misleading, defamatory, or libelous information or content; (j) spoof or create any emails, content, correspondence or other information from Provider, including fake or fraudulent acceptances or offers; (k) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, the Services or any of Provider’s business ideas; (l) distribute viruses or any other technologies that may harm Provider or the interests or property of Provider’s other clients and users; (m) harvest or otherwise collect information about the Provider’s clients and users, including email addresses, without their consent; (n) use the Services to gain unauthorized access to the Provider’s or any third parties network(s) or server(s); (o) violate any Provider policies or restrictions related to data that may be processed via the Services and/or third party platforms or applications that may be accessed in connection with the Services (e.g. adhering to permitted use cases, including permitted data types and sources); (p) remove any proprietary notices or labels; (q) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; (r) interfere with any of the Provider’s other client’s and user’s use and enjoyment of the Services; and/or (s) violate the Intellectual Property Rights of any person or entity.

b. Modifications. Customer acknowledges and agrees that, from time-to-time, portions of, or functionality included in, the Services may be added to, modified, or deleted by Provider and that the Services may change over time. Provider may (but is not required to) expand or enhance the Services by providing additional features in the general course of Provider’s standard development model and offering road map (“Premium Features”). Customer acknowledges and agrees that certain Premium Features may be priced separately in Provider’s sole discretion and Customer may be required to pay additional amounts for such Premium Features (in addition to Fees previously agreed upon by the Parties). Customer understands that certain functionality and portions of the Services may only be available to certain customers and that not all functionality and portions of the Services may be available to all customers and all users. Any Premium Features made available by Provider shall be considered Services and shall be subject to these Terms of Service. Premium Features purchased by Customer shall be mutually agreed upon in an Order prior to Customer being charged for those Premium Features.

c. Third Party Technology. Customer shall be responsible for obtaining and maintaining any Third Party Technology. Customer shall also be responsible for maintaining the security of the Third Party Technology, Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of any of the Customer accounts or the Third Party Technology with or without Customer’s knowledge or consent. In order for Customer to make full use of the Services, it may be necessary for Customer to use particular Third Party Technology and Customer shall be responsible for procuring and maintaining such Third Party Technology and complying with any requirements related thereto. For instance, Customer may be required to link to particular research platforms, data sources, accounts, sites and/or other software and applications in order to provide, submit or upload particular Customer Data or other information to the Services. If Customer is unable to access all or part of the Services because it does not have access to any necessary Third Party Technology, this shall not constitute a breach of these Terms of Service by Provider and Provider shall not be liable for any loss, damage or expense which may result from Customer’s inability to access the Services. Customer agrees that Provider does not endorse, assumes no responsibility for, and makes no representations and warranties regarding, any of the Third Party Technology, and Customer and its Authorized Users are solely responsible for their compliance with all third party agreements, terms of service or other applicable legal terms and ensuring that they have the right to use their particular Third Party Technology in connection with the Services. Provider is not required to supply or provide integrations with Third Party Technology under this Agreement but may elect to do so in its sole discretion (and additional fees may apply and shall be mutually agreed in advance).

d. Customer Offerings. Provider assumes no responsibility for Customer’s products, services, solutions, offerings, operations and other business activities (the “Offerings”), including, without limitation, that use of the Service by Customer and its Authorized Users (including any results or outputs generated by Customer’s and its Authorized Users’ use of the Service) shall comply with all Applicable Laws. Customer is solely responsible and liable for providing and delivering the Offerings to its clients, customers and user base, and resolving all disputes with such clients, customers and user base. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT PROVIDER SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY OF CUSTOMER’S OFFERINGS AND ANY CLAIMS, ISSUES, MATTERS OR OTHER INTERACTIONS WITH ANY OF CUSTOMER’S CLIENTS, CUSTOMERS OR USER BASE. Without limiting the foregoing, Customer may be subject to SEC, FINRA, or other regulatory or legal requirements applicable to Customer’s particular Customer Offerings, and Customer is solely responsible for its compliance with and satisfaction of those regulatory or legal requirements. Provider is not a registered investment advisor, broker-dealer, financial institution or similar organization.

e. Customer Responsibilities. Customer covenants and agrees that, at all times during the Term, it shall: (i) perform those tasks and assume those responsibilities required of it by Provider to provide the Services; (ii) ensure that only permitted Authorized Users use the Services and only as intended and in accordance with the terms of this Agreement and any provided documentation; (iii) upon Provider’s request, make available to Provider Customer personnel familiar with Customer’s business requirements related to the Services (iii) comply with, and cause the Authorized Users to comply with, all Applicable Laws when using the Services; and (iv) reasonably cooperate with Provider regarding the Services (collectively, the “Customer Responsibilities”). Customer understands that Provider’s performance is dependent on Customer’s timely and effective satisfaction of Customer Responsibilities hereunder and timely decisions, responses and approvals by Customer.

f. Platform Rules. Customer acknowledges and agrees that Provider may establish rules of behavior and/or an acceptable use policy or other similar policies or documents that outline how the Services may be used and any Authorized User requirements with respect thereto (collectively an “AUP”). This Agreement incorporates by reference the terms of any such AUP as set out on the Platform or as provided to the Customer from time to time (whether via email or via public posting on the Platform) and Customer shall ensure that it and its Authorized Users comply with the terms of such AUP.

g. Outputs. As part of the Services, Provider uses artificial intelligence models to generate and provide certain Outputs. Customer acknowledges and agrees that the Outputs are generated using Customer Data and third party data sources, and Provider is not responsible for the accuracy, integrity, quality, usefulness, legality, completeness, regulatory compliance, of the Customer Data and other data sources. Additionally, due to the nature of artificial intelligence and machine learning, information and outputs generated by Third Party AI Tools may sometimes be incorrect, incomplete or inaccurate. The Outputs are not intended as a replacement for Customer’s own actions and obligations with respect to its business activities, operations and offerings and it is solely Customer’s responsibility to review the Outputs and confirm their accuracy and the manner in which Customer desires to utilize the Outputs. In particular, all Outputs can be reviewed, overridden, or rejected by Customer at every step of the Output generation and evaluation process (e.g., matrix scores and workflows can be reviewed and overridden by the Customer) and it is Customer’s responsibility to exercise oversight and review of the Outputs. The Services are provided for informational and convenience purposes and are not intended to be a substitute for Customer’s independent business judgment. Without limiting the foregoing, Customer acknowledges and agrees that Outputs may be inaccurate or insufficient due to the particular Customer Data and third party data sources selected by Customer for processing via the Platform, due to acts and omissions of Customer and its Authorized Users when reviewing, overriding and rejecting Outputs, and due to the inherent AI-nature of the Third Party AI Tools. Customer hereby agrees to waive, and hereby does waive, any legal or equitable rights or remedies Customer has or may have against Provider with respect to any of the foregoing. Provider shall not be liable in any way for or in connection with Customer’s reliance on any Outputs, including, but not limited to, for any inaccuracies, errors or omissions in any Outputs, or for any loss or damage of any kind incurred as a result of the use of any Outputs. Provider has no indemnification obligation for any claim arising from Customer's use of Outputs. Customer is solely responsible for its business decisions and Customer acknowledges and agrees that Provider does not provide any advice, recommendations, interpretation, or application of the Outputs produced by or resulting from the Services. For clarity, Outputs do not include any Provider IP. Customer explicitly acknowledges that the generation of downstream analytical Outputs is directly dependent upon the accuracy, integrity, and logical consistency of the structured inputs, assumptions, confidence levels, and evaluation scores entered by Customer in preceding workflow steps. Without limiting anything herein, Provider shall have no liability for any errors, distortions, or flaws in downstream Outputs resulting from inaccurate, degraded, or flawed upstream data dependencies or customer-configured variables.

h. Usage Data. Provider may create, develop and collect Usage Data, and Provider shall own and may freely use Usage Data to analyze, maintain, improve, enhance, and promote Provider’s products and services, for historical usage tracking and archiving purposes, and for any other business purpose without restriction or obligation. Customer explicitly acknowledges and agrees that Usage Data includes compiled, aggregated, and anonymized statistical patterns, metadata, and structural metrics derived from Customer’s usage of the Services (including multi-transaction and cross-entity screening sessions). Provider reserves the right to utilize such de-identified data for cross-firm calibration, predictive benchmarking, machine learning optimization, and product enhancement in future iterations of the Platform; provided, however, that such data shall be anonymized and deidentified from Customer, its Authorized Users, and its target entities, and shall not expose or disclose identifiable Customer Data or Confidential Information to any third party. Usage Data shall not include any identifiable Customer Data. Provider owns all Usage Data and retains all Intellectual Property Rights in Usage Data. For purposes of this Section, data is de-identified only where it has been processed so that it cannot reasonably be used to identify, and is not reasonably linkable to, any Customer, Authorized User, or target entity, in accordance with applicable de-identification and anonymization standards (including CCPA/CPRA and, where applicable, GDPR). Provider will maintain technical and organizational measures designed to prevent re-identification and will not attempt to re-identify any de-identified Usage Data. Provider will derive cross-firm outputs solely from data aggregated across multiple unrelated customers, such that no output is attributable to, or derived solely from, any single Customer, Authorized User, or target entity. Provider's ownership of, and right to use, de-identified Usage Data collected prior to termination survives termination or expiration of this Agreement. Any Customer Data that is identifiable or constitutes Personal Information is governed by the Personal Information section of this Agreement (and the DPA) and is processed by Provider solely as a processor on Customer's documented instructions; only data de-identified in accordance with this Section constitutes Usage Data that Provider owns and may use for its own purposes. Provider may use de-identified Usage Data for internal calibration, benchmarking, model optimization, and product enhancement. For the avoidance of doubt, any such optimization or machine-learning use is limited to de-identified structural and usage metadata and shall never include the content of Customer Data or Outputs. Provider will not publish externally any benchmark derived from Customer's data except in de-identified, aggregated form meeting the foregoing standards, and subject to Customer's right to opt out of external benchmark publication

i. Age for Use of the Services. All Authorized Users must be 18 years of age or older to visit or use any of the Services in any manner. By using or receiving any of the Services or otherwise accepting these Terms of Service, Customer represents and warrants to Provider that all of its Authorized Users are at least 18 years of age or older (unless otherwise mutually agreed in an Order), and that each such Authorized User has the right, authority and capacity to agree to and abide by these Terms of Service. Customer also represents and warrants to Provider that Customer will cause all of its Authorized Users to use the Services in a manner consistent with any and all applicable laws and regulations.

j. No High-Risk Activities. The Services are not specifically designed or intended for use in connection with, or related to (including testing or analysis related to), high-risk, sensitive or hazardous environments requiring fail-safe or exact performance, including, but not limited to, the operation of nuclear facilities, air traffic control, medical devices, weapons systems, critical infrastructure, aircraft components or other similar hardware or machines, in which the failure of the Services could lead directly to death, personal injury, or material physical or environmental damage (all of the foregoing, “High Risk Activities”). Accordingly, Provider specifically disclaims any express or implied warranty of fitness for High Risk Activities and all liability related to use in connection therewith.

5.Provider Rights

a. License. During the Term and in addition to any other rights or licenses set forth in this Agreement, Customer hereby grants Provider a right and license to access, use, process, display and manipulate any Customer Data, any Outputs, and any Customer equipment or Third Party Technology as necessary to provide, improve, support and monitor the Services. Without limiting the foregoing, Customer expressly acknowledges and agrees and hereby grants Provider all necessary rights and licenses to access the Customer Data as necessary for Provider to provide the Services (including, without limitation, to integrate Customer’s Platform account into third party APIs to access and transmit Customer Data and other information to the Third Party AI Tools in connection with the Services), and to store such Customer Data and information for purposes of providing the Services, and to otherwise process and use such Customer Data and other information in connection with the Services. Customer and its Authorized Users are solely responsible for complying with all third party agreements, terms of service, employer policies or other applicable legal terms and ensuring that they have all necessary rights, permissions and approvals to transmit Customer Data to the Services and permit the Services to process the Customer Data. Additionally, Provider may use Customer’s name, logo and trademarks solely as necessary to provide the Services; any public or promotional use (including advertising or customer lists) shall require Customer’s prior written consent.

b. Monitoring. Provider shall have the right and ability to monitor Customer’s and each Authorized User’s use of the Services, and Customer Data uploaded to and/or processed by the Services, to: (i) verify their respective compliance with the terms and provisions of these Terms of Service; (ii) respond to any Applicable Law or any legal process or request from a governmental or regulatory authority (in which case Provider shall provide prompt notice to Customer where permitted by law or regulation and use its reasonable efforts, at Customer’s expense, to assist Customer in seeking a protective order or another appropriate remedy, as may be applicable); (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to Authorized User support requests; or (v) protect the rights, property or safety of Provider, Provider’s users or contractors and the public.

c. Remote Disablement & Suspension. Provider may immediately remotely disable, suspend, throttle or terminate access to the Services if: (i) Provider reasonably believes that Customer or any Authorized User is in breach of this Agreement, including, without limitation, failure to pay fees when due; (ii) Customer or any Authorized User engages in excessive utilization of the Services which affects, or could reasonably (in Provider’s opinion) affect, system availability or performance; (iii) Provider in good faith suspects that any third party has gained unauthorized access to the Services using a credential issued by Provider to Customer or its Authorized Users; (iv) Provider is required by applicable law or regulation, legal process or any governmental or regulatory authority to suspend the Services; or (v) Provider reasonably believes such action is necessary to prevent or limit any suspension, termination or breach of any third party contract or service that Provider uses to provide the Services. In addition, Provider may temporarily suspend access to the Services during planned downtime. Provider shall not be liable to Customer, its Authorized Users or any other third party for any such modification, suspension, termination or discontinuation of Customer’s rights to access and use the Services, and Customer shall remain liable for the payment of all Fees. In addition, in the event that Provider has a reasonable belief that Customer is not in compliance with the terms of this Agreement, then Provider shall have the right to audit Customer’s records reasonably related to Customer’s use of the Platform and the Fees payable hereunder to verify compliance with the terms of this Agreement. Provider shall provide ten days’ notice to Customer and such audit shall not unreasonably interfere with Customer's operations. In the event that a violation of these Terms of Service is found by Provider and such violation relates to an underpayment of fees, then, in addition to any other rights it may have, Provider shall invoice and Customer shall pay all underpaid fees plus interest at the rate of 1% per month plus the fees of such audit.

6.Ownership; IP

a. Provider IP. Customer agrees that the Provider IP is owned by Provider or its licensors, and is protected by U.S. and international intellectual property laws, and that Provider shall solely own and retain all right, title and interest to, including all Intellectual Property Rights in, the Provider IP. Customer agrees to assign and hereby does assign to Provider all of its right, title and interest in and to the Feedback, including all Intellectual Property Rights therein. Additionally, Provider shall own all right, title and interest, including all Intellectual Property Rights, in and to all inventions, improvements, developments, discoveries, marks, logos, know-how, trade secrets, notes, records, reports, drawings, designs, data, computer programs and all other works of authorship conceived, made, discovered or developed by or on behalf of Provider in performing the Services hereunder or provided or delivered to Customer hereunder (collectively, the “Inventions”), and all Inventions are considered Provider IP for purposes of this Agreement. The Provider IP is and shall be deemed the Confidential Information of Provider.

b. Included Provider IP. In certain circumstances, Outputs may include, be based on or otherwise reference or comprise of Provider IP (e.g. Provider’s brief formats, templates, designs, etc.) (“Included Provider IP”). Except as expressly set forth herein, Provider IP (including Included Provider IP) may not be reproduced, copied, sold, or used for any commercial purpose without written consent from Provider. Solely to the extent that Outputs include Included Provider IP, Provider grants Customer a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Included Provider IP solely in connection with Customer’s use of the Outputs consistent with their intended use and purpose and subject to the terms of this Agreement and any other terms or policies of Provider with respect thereto. Customer may not separately or independently use the Included Provider IP for any purpose and may not provide or disclose any Outputs including Included Provider IP to any third party except Customer’s investors, advisors, counterparties and regulators. For clarity, Customer may not extract, separate or use on s standalone basis of any Included Provider IP apart from rendered Outputs.

c. Customer IP. Provider agrees that (i) the Customer Data is owned by Customer and is protected by U.S. and international intellectual property laws, and that Customer shall own and retain all right, title and interest to, including all Intellectual Property Rights in, the Customer Data, subject to Provider’s and the license and use rights set forth in this Agreement or otherwise mutually agreed; and (ii) the Outputs (but not any Provider IP embodied in the Outputs) are owned by Customer and are protected by U.S. and international intellectual property laws, and that Customer shall own and retain all right, title and interest to, including all Intellectual Property Rights in, the Outputs (but not any Provider IP embodied in the Outputs); subject in each of (i) and (ii) to Provider’s license and use rights set forth in this Agreement.

d. Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all Customer Data, and Provider assumes no responsibility for the review, approval, deletion, correction, destruction, loss, infringement or failure of the Services to store any Customer Data. Provider does not, and shall not be required to, review or approve any Customer Data or to maintain a backup or copy of any Customer Data or Outputs and Provider shall have no liability for any loss of Customer Data or Outputs, whether caused by Provider, Customer, any third party service provider or any third party. Customer is solely responsible for ensuring that it and its Authorized Users have all rights necessary to provide the Customer Data to Provider and the Services, and to permit Provider and the Services to process, access and use the Customer Data consistent with the intended purposes of the Services. Without limiting the foregoing, Customer shall not, and shall not permit any Authorized User to, submit, provide, make available or upload any Customer Data to the Provider or Services that: (a) include offensive, harmful, fraudulent, false and/or abusive language or content, including without limitation: obscenities, harassment, vulgarities, pornography, sexually explicit language and hate speech (e.g., racist/discriminatory speech.); (b) are determined by Provider in its sole discretion, to be illegal, or to violate any Applicable Laws or the rights of any other person or entity (including intellectual property rights or privacy rights); or (c) that are encrypted or that contain viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information. Customer acknowledges that as between Customer and Provider, Customer has exclusive control and responsibility for: (i) determining the particular Customer Data that Customer and its Authorized Users submit to the Services; (ii) obtaining all necessary consents and permissions for all Customer Data submitted by Customer and its Authorized Users to the Services; and (iii) all usage of, and Platform settings selected for, such Customer Data by Customer and its Authorized Users. Provider reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Customer Data and Outputs that Customer (or the Authorized Users) may store, post, collect, save or transmit on or through the Services. Provider shall not be required to maintain a backup or copy of any Customer Data or Outputs and Provider shall have no liability for any loss of Customer Data or Outputs, whether caused by Provider, Customer, any third party service provider or any third party. Customer shall comply with all Applicable Laws related to the transmission or storage of data and other materials and content through the Services. Customer shall be solely responsible for its actions and the actions of the Authorized Users while using the Services and the contents of its and their respective transmissions through the Services. Customer is solely responsible for ensuring that it and the Authorized Users have all rights necessary to provide the Customer Data to Provider and the Services and to permit Provider and the Services to process the Customer Data consistent with the intended purposes of the Services and such Customer Data must not violate any third party’s proprietary, confidentiality or privacy rights, including intellectual property rights and confidentiality obligations. Customer acknowledges that Customer Data may be shared with and processed by Third Party AI Tools. While Provider uses commercially reasonable efforts to carefully review and select the Third Party AI Tools with which the Platform integrates and to limit the manner in which Third Party AI Tools may access, use, store and retain Customer Date, the Third Party AI Tools are outside of Provider’s control and Provider does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party AI Tools, including, without limitation, the manner in which they handle Customer Data and the security and confidentiality practices that they utilize. Customer acknowledges and agrees that Customer Data from multiple, separate, or unrelated transactions, sessions, or portfolios may be aggregated, cross-referenced, and compiled within Customer’s account to facilitate comparative analytics and dashboard features. Customer acknowledges and agrees that the Services utilize a unified analytical context window to process simultaneous batch-screenings of multiple distinct entities. Customer warrants that such concurrent processing of confidential business data, transaction-related information, and multi-entity datasets within a single session does not violate any third-party confidentiality agreements or non-disclosure restrictions binding upon Customer.

e. Personal Information. Each Party shall be responsible for its own compliance with all Applicable Laws pertaining to the privacy of its Personal Information.

i. Individuals. If Customer is an individual and using the Services on an Individual Use Basis, then Provider shall process Customer’s own Personal Information (i.e. Personal Information relating only to such individual) in accordance with the terms of Provider’s Privacy Policy (https://pronoa.io/privacy) and the Parties hereby agree the Privacy Policy is expressly incorporated into, and forms a part of, this Agreement. For example, Customer’s email, contact information and billing information would be Customer’s own Personal Information. In such situation then Provider is the controller of such Personal Information and Customer hereby directs Provider to process and use such Personal Information of Customer to provide the Services and as otherwise set forth in the Privacy Policy. Notwithstanding the foregoing, Section 6.e.iii applies to all processing of Customer Data PI (as defined below) that any individual Customer processes in the Services.

ii. Small Teams. If Customer is an entity, business or organization and using the Services on a Small Teams Use Basis, then Provider shall process any Personal Information related to Customer’s Authorized Users in accordance with the terms of Provider’s DPA (as defined below). In such situation then Customer is the controller of such Personal Information and Customer hereby directs Provider to process and use such Personal Information of Customer and its Authorized Users to provide the Services and as otherwise set forth in the DPA. Notwithstanding the foregoing, Section 6.e.iii applies to all processing of Customer Data PI (as defined below).

iii. Customer Data PI; DPA. Notwithstanding anything herein to the contrary, with regard to any Personal Information contained in Customer Data that is processed in the Services (“Customer Data PI”) (including without limitation, any Personal Information of any individuals involved in a decision, such as decision makers, approvers, stakeholders and counterparties, together with their titles, roles and positions on the decision), the following terms apply regardless if Customer is an individual using on an Individual Use Basis or an entity, business or organization and using the Services on a Small Teams Use Basis. For any Customer Data PI, Customer shall be the controller or business of all such Customer Data PI provided by Customer to Provider or otherwise uploaded to or processed in the Services. If and to the extent required by Applicable Laws, the Parties hereby agree that Provider’s data processing addendum found at https://pronoa.io/dpa (or any successor data processing addendum found on such page or another Provider webpage) (the “DPA”) does and shall apply to the processing of any Customer Data PI automatically and the Parties hereby agree the DPA is expressly incorporated into, and forms a part of, this Agreement. In no event shall Customer or any Authorized User provide any Sensitive Information to Provider or the Services. Without limiting the foregoing, Provider shall only use any Customer Data PI it receives for purposes of performing the Services and as otherwise set forth in the DPA.

iv. Limited Personal Information Necessary. Without limiting the foregoing, the Parties acknowledge and agree that although the Services are not designed to collect significant levels of Personal Information, (1) Provider may require certain Personal Information from Customer (if an individual) or from Customer’s Authorized Users (if a business or entity) (e.g. name, email address, etc.) in order to register with the Platform and to facilitate their ongoing access to and use of the Services, and (2) the Services will typically identify individuals involved in a decision, such as decision makers, approvers, stakeholders and counterparties, together with their titles, roles and positions on the decision. With the exception of such Personal Information consistent with the foregoing, please note that (i) Provider does not require or intentionally collect any other Personal Information during the course of providing the Services and Customer is hereby requested not to use the Services to process or store any other Personal Information, and (ii) Customer exercises sole control and discretion with respect to any other Personal Information that it elects to provide and makes available for processing by the Services.

f. Suspected Copyright Violations. Provider respects the intellectual property of others, and Provider asks Customer to do the same. If Customer believes its or an Authorized User’s copyright, trademark or other property rights have been infringed by the Services, Customer should send notification to Provider, via the contact information described herein, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit Provider to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Provider to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

g. Machine Learning.

i. The Platform relies upon and incorporates Third Party AI Tools to generate Outputs and otherwise support the performance and functionality of the Services. In furtherance thereof and without limiting any other rights or licenses granted to Provider elsewhere in this Agreement, Customer acknowledges, agrees and hereby grants Provider and the providers of the Third Party AI Tools any and all rights and licenses to access, use, process, display and manipulate any Customer Data on a transient, zero-data-retention basis as necessary for the Third Party AI Tools to generate and deliver Outputs for Customer and to otherwise carryout and perform the intended purpose and function of the Services on Customer’s behalf.

ii. Provider's current AI providers operate under zero-data-retention configurations and do not train their models on inputs or outputs submitted through the Services. Provider maintains zero-data-retention settings with these providers and does not authorize the use of Customer Data to train any AI model. The providers of Third Party AI Tools are outside Provider's control. They may change their data practices, may use different security practices, and may experience security incidents, in each case without Provider's knowledge or consent. Provider assumes no responsibility for the acts or omissions of, or any unauthorized disclosure by, the providers of Third Party AI Tools. Customer is solely responsible for the Customer Data that Customer and its Authorized Users elect to provide and Customer acknowledges that sensitive, confidential or private information included in such Customer Data may be disclosed to the Third Party AI Tools and hereby assumes all risk associated with such disclosure. Provider assumes no responsibility or liability for any Third Party AI Tools, the unauthorized disclosure of data by such Third Party AI Tools, or for acts and omissions of the providers thereof. Provider shall not be liable for data leakage, privacy violations, or security incidents to the extent arising from Customer's or its Authorized Users' election to transmit Customer Data to Third Party AI Tools through the Services. This disclaimer does not extend to Provider's own processing of Customer Data, which is governed by the other applicable terms of this Agreement.

iii. Due to the nature of artificial intelligence and machine learning, Outputs may be incorrect, incomplete, or inaccurate, and may contain “hallucinations” (information that appears factual but is entirely generated and false). Platform features and Outputs that include or are powered by Third Party AI Tools are not human and are not a substitute for human oversight or professional judgment. PROVIDER RECOMMENDS THAT CUSTOMER CHECK, CONFIRM AND VERIFY THE ACCURACY AND APPROPRIATENESS OF ANY OUTPUTS CUSTOMER OBTAINS FROM THE SERVICES PRIOR TO USING IT OR RELYING ON IT IN WHATEVER FORM, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ALL ACTIONS AND DECISIONS OF CUSTOMER BASED ON THE OUTPUTS. ADDITIONALLY, PROVIDER DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR THE ACTS AND OMISSIONS OF ALL THIRD PARTY AI TOOLS, INCLUDING THEIR PERFORMANCE, RELIABILITY, AND THE SECURITY OF DATA PROCESSED BY SUCH THIRD PARTY AI TOOLS.

h. Network Limitations. Customer understands and agrees that temporary interruptions of the Services may occur as normal events. Provider may use third party providers to store, manage, and authenticate accounts and content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Services (e.g., the Platform is cloud-hosted). Provider is not responsible for possible issues caused by third party faults or discontinued services. Provider does not guarantee or warrant that any Customer Data or Outputs that an Authorized User saves, stores or accesses through the Services will not be subject to inadvertent damage, corruption, or loss. Customer is encouraged to back up the files that it and its Authorized Users store or access via the Services. Customer understands and agrees that the technical processing and transmission of the Services, including Customer Data and Outputs, occurs over various networks, and that Provider protects Customer Data and Outputs in transit using industry-standard encryption (such as TLS). Provider does not control third-party networks over which transmissions may pass and does not warrant the security of networks outside Provider's control. Additionally, Customer further understands and agrees that Provider has no control over third party networks that Customer or other Authorized Users may access or attempt to access in the course of the use of the Services, and therefore, delays and disruption of network transmissions and inaccuracies in results may be completely beyond Provider’s control and Provider assumes no responsibility for such delays, disruptions or inaccuracies. Without limiting the foregoing, Provider expressly disclaims responsibility for any lost revenues, lost profits, lost sales or billing errors, glitches or delays experienced by Customer or an Authorized User to the extent caused by Service outages or network or infrastructure interruptions. Without limiting any of the foregoing, Customer acknowledges and agrees that Customer (and not Provider) bears sole responsibility for adequate security, protection and backup of Customer Data, Outputs and Personal Information when in Customer’s or its representatives’ or agents’ possession or control, and Provider is not responsible for what Customer’s Authorized Users, any Third Party Technology, any Third Party AI Tools or any network or infrastructure providers do with Customer Data, Outputs or Personal Information.

7.Fees

a. Free Evaluation. During the Evaluation Term (if any), there shall be no fees for use of the Services.

b. Services Fees and Payment Terms. After an Evaluation Term and unless Provider offers a free tier in its sole discretion, the Services are a fee-based subscription service. Accordingly, in order to access and use the Services, Customer must and shall pay all applicable fees for the Services as set forth in or on an Order (the “Fees”). Fees shall generally be based on Platform usage and/or subscription tiers which will be presented to Customer at the time of Service subscription/purchase or as otherwise set forth in an Order. Additional or different Fees may also from time to time apply depending on the particular Services being purchased by Customer (and in each case shall be mutually agreed in an Order prior to being charged). For example and without limiting the foregoing, when you sign up for the Services, the fees may be presented to you on Pronoa’s pricing/offering tier pages and/or at the purchase/check-out website page which shall be considered the Order. All Fees are non-cancelable and non-refundable, except as otherwise provided for herein. Customer will pay all Fees in U.S. Dollars.

c. Changes to Fees. Pronoa may change Fees for any of the Services (e.g. ongoing Platform subscriptions, and usage rates and fees) effective upon Customer’s next Renewal Subscription Term, upon at least thirty (30) days’ prior notice before such renewal (such notice may be provided via email, posting on Pronoa’s website, notice in the Services or otherwise).

d. Payment Authorization; Invoices; Recurring Billing. A valid credit card, bank account or other payment method will be required to subscribe to the Services. Provider will bill Customer in advance in accordance with Customer’s Order or any applicable pricing schedule set forth on Provider’s website. Customer shall pay invoices in accordance with Provider’s payment procedures which may include Provider automatically charging Customer’s credit card or other payment method on file for Services. In particular, Customer acknowledges and agrees that Provider may automatically charge Customer’s credit card on file or otherwise processing payments (e.g. ACH, payment processing via Stripe, etc.) without any further action required by Customer. There will be no refunds or credits for partial months of paid Services, or for pre-paid Services that are unused. Customer agrees to be billed monthly, annually or at such other installments as set forth in an Order or as applicable to Provider’s standard Services (e.g., usage based), and hereby grants Provider the right to charge Customer’s credit card (or otherwise facilitate payment – e.g. ACH, Stripe) with the payment information Customer has provided, including in advance and on a recurring basis. Customer will reimburse Provider for any fees that Provider may be charged related to declined payments, and Customer will keep Provider informed of all changes to the Customer’s billing information. All amounts invoiced hereunder are due and payable as specified in the applicable Order. Unpaid Fees that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by applicable law, whichever is lower, plus all reasonable expenses of collection.

e. No Refunds. Provider does not offer any refunds unless required by Applicable Law. If Customer terminates its subscription or plan during the middle of the Term for any reason other than Provider’s uncured material breach, or pre-pays for usage that it does not actually use, Customer will not be entitled to a refund or credit, unless required by Applicable Law.

f. Promotional Pricing. If Provider offers Customer a promotion (e.g., a promotional price) for a subscription, the specific terms of the promotion will be disclosed during sign-up or in other materials provided in connection with the particular promotion. In the case of promotional pricing, after a promotion ends, Provider will begin billing the payment method at the regular price after that promotion ends unless the applicable subscription is cancelled prior to the end of the promotion or unless otherwise disclosed in communications made available to Customer.

g. Taxes. All Fees will be exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on Provider’s income. Customer shall pay for any taxes that might be applicable to Customer’s use of such paid Services. If Provider is required to pay taxes related to Customer’s or any Authorized User’s use or receipt of any Services, Customer agrees to promptly reimburse Provider for any amounts paid by Provider. If Customer is required to withhold any taxes related to Customer’s or any Authorized User’s use or receipt of any Services, the Fees payable to Provider shall be deemed to be increased to the extent necessary to ensure that Provider receives the same amount of Fees (net of any withholding) that it would have received had no withholding been made or required to be made. Customer shall provide Provider with all reasonable information and documentation requested by Provider regarding the taxes which are or were due (or which may be due) under this Agreement.

8.Term; Expiration

a. Evaluation Term. Provider may, in its sole discretion and on a customer-by-customer basis, offer Customer an Evaluation Term to evaluate the Services. All use of the Services during an Evaluation Term shall be subject to the terms of this Agreement. Upon the end of the Evaluation Term, if Customer enters into an Order, these Terms of Service shall continue as set forth in Section 8.b. In the event that an Order is not entered into by the Parties, Customer’s use of the Services shall automatically terminate at the end of the Evaluation Term unless otherwise agreed to by Provider.

b. Term. These Terms of Service and your subscription shall continue with respect to the particular Services being provided via the Order for a period of time set forth in the Order or, if no initial subscription term is set forth in the Order, on the one (1) year anniversary of the Effective Date (as applicable, the “Initial Subscription Term). Subscription terms may be monthly, annually or other time period set forth in an Order and Fees may be different depending on the term. Following the Initial Subscription Term, these Terms of Service shall automatically renew for successive periods equal to the previous period in the Order (e.g. monthly if a monthly plan, annually if an annual plan, etc.) with respect to the applicable Services (each, a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”), unless either Party provides the other Party with notice of its intention not to renew at least thirty (30) days’ prior to the end of the then-current term. The Fees specified in the applicable Order shall only apply during the Subscription Term. The Evaluation Term (if any) and the Subscription Term are together referred to herein as the “Term”.

c. Termination. During the Evaluation Term (if any), either Party may terminate these Terms of Service at any time for any or no reason upon written notice (email being sufficient) to the other Party. During the Subscription Term, either Party may terminate these Terms of Service if the other Party breaches a material obligation under these Terms of Service or an Order, and, if curable, fails to cure such breach within thirty (30) days after the date it receives written notice of such breach from the non-breaching Party. Any suspected fraudulent, abusive or illegal activity may also be grounds for terminating or suspending Customer’s relationship with Provider immediately and without prior notice and may be referred to appropriate law enforcement authorities. In addition, Customer acknowledges that Provider will cooperate fully with investigations of violations of systems or network security at other sites. In addition to the foregoing, either Party shall have the right to terminate these Terms of Service if the other Party terminates its business activities or becomes insolvent, files for bankruptcy, admits in writing its inability to pay debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority.

d. Effect of Termination. Upon termination or expiration, Customer shall pay Provider for all Services rendered and expenses incurred by Provider prior to the date of termination. Additionally, regardless of the reasons therefore, Customer’s right to use the Services immediately ceases, and Customer acknowledges and agrees that Provider may immediately deactivate or delete Customer’s account (if applicable). Subject to subsection (e) below, Customer Data and Outputs shall be exported and deleted in accordance with the Section below titled “Data Storage, Export and Deletion”, and Customer is solely responsible for exporting Customer Data and Outputs within the export window provided there. Provider shall not be liable to Customer or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Provider in connection therewith. Sections 1, 4, 5, 6, 7, 8(d), 10 through 16 and other applicable provisions of these Terms of Service shall survive any termination or expiration. No refunds will be given if this Agreement is terminated unless the Agreement is terminated by Customer due to Provider’s uncured material breach or unless otherwise required by Applicable Law (e.g. if the Agreement is terminated two months into an annual subscription, Customer is not entitled to any refund).

e. Data Storage, Export and Deletion. Customer acknowledges that the analytical decision log feature of the Services is designed to function as a permanent, unedited institutional memory and historical decision session logs and generated analytical records are intended to be written permanently to Customer's account and generally are not intended to be modified or deleted during an active subscription term. Upon any termination or expiration of this Agreement, Customer shall have a period of thirty (30) days to export its historical decision records and Customer Data directly from the Platform. Following this 30-day export window, or upon Customer’s explicit prior written request, Provider will permanently delete all Customer Data, uploaded documents, and analytical records (including decisions logs) associated with Customer’s account from its production databases within sixty (60) days, except as required by Applicable Law. Provider shall not be liable to Customer or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Provider in connection therewith.

9.Confidentiality

a. Confidential Information. “Confidential Information” means any material or information disclosed by either Party (in such capacity, the “Disclosing Party”) to the other Party (in such capacity, the “Receiving Party”), directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation material or information relating to the Disclosing Party's research, development, know-how, products, product plans, services, customer lists, markets, databases, tools, techniques, software, developments, inventions, processes, methods, formulas, models, agents, architecture, framework, technology, designs, drawings, marketing, finances, or other business information or trade secrets), which is designated as “Confidential,” “Proprietary” or some similar designation, or the confidential or proprietary nature of which is reasonably apparent under the circumstances. For clarity, the Provider IP shall be considered Confidential Information of Provider or its licensors without any further requirement of marking or designation.

b. Non-Disclosure and Non-Use. Except as permitted in this Agreement, a Receiving Party shall not use the Confidential Information of the Disclosing Party except for the purpose of performing its obligations under this Agreement or exercising the rights granted in this Agreement (the “Purpose”). A Receiving Party shall protect all Confidential Information of the Disclosing Party from disclosure and unauthorized use in the same manner that it protects its own proprietary and confidential information of like nature, but in no event shall such standard of care be less than reasonable care. A Receiving Party may disclose Confidential Information of the Disclosing Party only to those of its employees, subcontractors, contractors, directors, advisors, auditors, and attorneys (collectively “Representatives”) who require such information for the Purpose and who are subject to confidentiality obligations at least as protective as those set forth herein. Except as expressly authorized hereunder, a Receiving Party shall not copy the Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent. A Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of such Disclosing Party’s Confidential Information. In the event that the Disclosing Party’s Confidential Information is required to be disclosed by the Receiving Party pursuant to law, regulation or valid court order, the Receiving Party shall be permitted to make such disclosure; provided, however, that (i) it shall promptly notify the Disclosing Party of that fact in writing to permit the Disclosing Party the reasonable opportunity to participate in any judicial proceeding involved or otherwise act to preserve its rights, and (ii) such disclosure is not greater than what was required to be compliant with such law, regulation or order. For the avoidance of doubt, Customer acknowledges and agrees that Customer’s Customer Data may be shared with and processed by Third Party AI Tools.

c. Exceptions. The foregoing obligations in this Section 9 shall not apply to information which (a) is already in the public domain at the time of disclosure or later becomes available to the public through no breach of this Agreement by the Receiving Party or its Representatives; (b) is already lawfully in the Receiving Party’s possession at the time of disclosure, without an obligation of confidentiality, as evidenced by the Receiving Party’s business records; (c) is received independently by the Receiving Party from a third party who was free to lawfully disclose such information to the Receiving Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s business records. Each Party further agrees not to disclose the terms of this Agreement to any third party except to the extent that disclosure is necessary to a Party’s directors, advisors, auditors and attorneys. For the avoidance of doubt, Provider shall not be deemed to have breached its confidentiality or data protection obligations under this Agreement, to the extent any unauthorized access, disclosure, loss, or modification of Customer Confidential Information or Customer Data results from: (1) Customer’s configuration of data inputs, API integrations, or access permissions within the Platform; (2) Customer’s failure to maintain the security or confidentiality of account credentials or other computers or devices under its control; (3) unauthorized access resulting from Customer personnel sharing accounts or failing to revoke access for terminated users; (4) Customer’s failure or election not to implement available security features, such as multi-factor authentication (MFA) or data-masking tools; or (5) any acts, omissions, or negligence by Customer or its Authorized Users that cause or contribute to, directly or indirectly, any loss, breach or compromise of Customer Confidential Information or Customer Data.

10.Indemnities

Customer shall indemnify, defend and hold harmless Provider and its officers, directors, employees, agents, and suppliers from and against all claims, losses, damages, costs, expenses (including reasonable attorneys’ fees) or liabilities (collectively, “Claims”) relating to, or arising out of, (i) the Customer Data or any other material or intellectual property provided by Customer and the Authorized Users to Provider, including Claims that use of any part thereof, infringes, misappropriates or violates the Intellectual Property Rights or privacy rights of a third party and also including any claims alleging that Customer does not have the right to access, use or process the Customer Data using the Services or to otherwise submit the Customer Data to the Platform,, (ii) any claims arising from or related to the Customer Offerings or Customer’s Third Party Technology, (iii) any breach or alleged breach of this Agreement by, or any acts or omissions of, Customer or an Authorized User, (iv) Customer’s (or its clients’, customers’ or any third parties’) use of or reliance on the Outputs, and/or (v) any gross negligence, fraud, willful misconduct or violation of any Applicable Laws by Customer or any Authorized User.

11.Limitation of Liability

PROVIDER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS OPPORTUNITY, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, IF GREATER, FIVE HUNDRED DOLLARS ($500)). CUSTOMER AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES AND OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. PROVIDER SHALL HAVE NO LIABILITY FOR CUSTOMER'S BUSINESS, INVESTMENT, OR OTHER DECISIONS, OR FOR CUSTOMER'S OR ANY AUTHORIZED USER'S RELIANCE ON OUTPUTS. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND CONFIRMING OUTPUTS BEFORE USE AND FOR THE DECISIONS IT MAKES.

12.Representations & Warranties

a. Mutual. Each Party represents, warrants and covenants to the other Party that (i) it has the authority to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement does not violate or conflict with any other agreement to which such Party is a party, and (iii) each Party shall perform its obligations and responsibilities hereunder in accordance with all Applicable Laws.

b. Customer. Customer represents and warrants that (i) it and its Authorized Users each have and will continue to have all rights, permissions and approvals necessary to submit, upload or make available such Customer Data and to allow the use of Customer Data as described in the Agreement (including all employer and internal information technology (IT) or procurement permissions and approvals); and (ii) Customer is solely responsible for ensuring that its use of the Platform complies with all internal corporate policies and third-party contractual or legal obligations, including, without limitation, regarding data privacy and security.

c. Information Security. Provider represents and warrants that it has developed, implemented, maintains and will maintain information security policies and procedures that are at least consistent with industry standards and that include administrative, technical and physical safeguards designed to: (i) ensure the security and confidentiality of Personal Information and Confidential Information of Customer, (ii) protect against anticipated threats or hazards to the security or integrity of such Personal Information and Confidential Information, (iii) protect against unauthorized access or use of such Personal Information and Confidential Information, and (iv) ensure the proper disposal and/or return of such Personal Information and Confidential Information. Provider will notify Customer of security breaches in its systems that materially affect Customer’s Personal Information and/or Confidential Information. Provider makes no representations or warranties regarding the security practices of any Third Party Technology or any Third Party AI Tools.

d. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED TO CUSTOMER “AS IS” “WITH ALL FAULTS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON‑INFRINGEMENT, QUIET-ENJOYMENT, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OR DISTRIBUTION OF THE SERVICES IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, TRADE USAGE OR INDUSTRY CUSTOM. PROVIDER SPECIFICALLY DISCLAIMS ANY REPRESENTATION AND WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR WILL FUNCTION UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES CAN OR WILL BE CORRECTED, THAT ANY SUCH CORRECTION CAN OR WILL BE MADE IN A TIMELY MANNER, THAT THE SERVICES WILL OPERATE IN THE COMBINATIONS WHICH MAY BE REQUIRED OR WILL PRODUCE THE RESULTS REQUIRED. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS. PROVIDER ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OR APPROPRIATENESS OF OUTPUTS PROVIDED TO CUSTOMER AND PROVIDER RECOMMENDS THAT CUSTOMER CHECK AND CONFIRM THE ACCURACY OF ANY INFORMATION OR OUTPUTS CUSTOMER OBTAINS FROM THE SERVICES PRIOR TO USING IT OR RELYING ON IT IN WHATEVER FORM. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES DO NOT ACCESS REAL-TIME MARKET DATA OR LIVE DATA FEEDS AND DO NOT CONTINUOUSLY MONITOR OR REFRESH EXTERNAL INFORMATION. THIRD-PARTY PUBLISHED RESEARCH AND SIMILAR SOURCES MAY BE RETRIEVED AT THE TIME OF ANALYSIS GENERATION AND ARE PINNED TO THE APPLICABLE SESSION AS OF THAT DATE; PROVIDER DOES NOT WARRANT THE ACCURACY OR CURRENCY OF ANY THIRD-PARTY SOURCE, AND CUSTOMER REMAINS RESPONSIBLE FOR VERIFYING ALL SOURCES AND FOR PROVIDING ALL CUSTOMER-SIDE INPUTS, DATASETS, AND CONTEXT REQUIRED TO GENERATE OUTPUTS. PROVIDER DISCLAIMS ALL RESPONSIBILITY FOR THE ACTS AND OMISSIONS OF ALL THIRD PARTY AI TOOLS.

13.Notice

Customer’s affirmative act of accessing or using any portion of the Services or other acceptance of these Terms of Service as described herein constitutes Customer’s electronic signature to these Terms of Service and Customer’s consent to enter into agreements with Provider electronically. Customer also agrees that Provider may, but has no obligation to, send to Customer in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). Provider can send Customer electronic Notices (i) to the e-mail address that Customer provided to Provider (if any), or (ii) by posting the Notice through the Services. The delivery of any Notice from Provider is effective when sent or posted by Provider, regardless of whether Customer reads or views the Notice when Customer receives it or whether Customer actually receives the delivery. Customer can withdraw Customer’s consent to receive Notices electronically by discontinuing Customer’s use of the Services. Customer can retrieve an electronic copy of this contract by clicking on the “Terms of Service” link on the Platform or Provider website or as set forth in the Platform. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

All legal notices to Provider shall be in writing and shall be made by conventional mail to 1500 N Grant St, Ste R, Denver, CO 80203, USA with required copy to scott@pronoa.io. Support and administrative questions should be sent to Provider using any contact functions made available via the Platform. Any notices or communication under these Terms of Service will be deemed delivered to Provider on date Provider actually receives the delivery.

14.International Use

Although the Services may be accessible worldwide, Provider makes no representation that (i) use of the Services is appropriate or available for use in locations outside the United States, and (ii) use of the Services is compliant with foreign law. If Customer chooses to access the Services from other locations, Customer does so on Customer’s own initiative and is responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Services is void where prohibited.

15.Arbitration

a. Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” Customer agrees that any and all disputes or claims that have arisen or may arise between Customer and the Provider, whether arising out of or relating to these Terms of Service, or in connection with Customers use of the Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that Customer may assert individual claims in small claims court, if Customer’s claims qualify. Customer agrees that, by agreeing to these Terms of Service, Customer and the Provider are each waiving the right to a trial by jury or to participate in a class action. Customer’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either Party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief. Customer and Provider agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both Customer and Provider agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual Party seeking relief and only to the extent necessary to provide relief necessitated by that Party’s individual claim(s).

c. Pre-Arbitration Dispute Resolution. Provider is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing the Provider’ support team at using the contact form on the Provider’s web page or in the Platform. If such efforts prove unsuccessful, a Party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Provider should be sent to Provider at 1500 N Grant St, Ste R, Denver, CO 80203, USA, Attn: Edwin Sellers (“Notice Address”) with required email copy to scott@pronoa.io. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Provider and Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, Customer or Provider may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Provider or Customer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Provider is entitled.

d. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Provider and Customer agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the Parties are unable to agree on a location, the determination shall be made by AAA. If Customer’s claim is for $10,000 or less, Provider agrees that Customer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If Customer’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

f. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms of Service will continue to apply.

16.General

The relationship between the Parties is that of independent contractors. This Agreement will not create or be deemed to create any agency, partnership or joint venture between the Parties. Nothing in this Agreement shall preclude Provider from providing services or products of any type to competitors of Customer. This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements and understandings between the Parties, written or oral, not incorporated herein with respect to the subject matter of this Agreement (including without limitation all Prior Agreements). Except as contemplated by Section 2(b), this Agreement may not be changed unless mutually agreed upon in an amendment signed by authorized representatives of both Parties. In the event any provision of this Agreement is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any other provision of this Agreement. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to its principles of conflict of laws. The Parties hereby irrevocably and unconditionally submit to the jurisdiction of state and federal courts in Wilmington, Delaware. Customer shall not assign this Agreement, or assign or delegate any of its rights or obligations pursuant to this Agreement without the prior written consent of Provider, and any attempted assignment without such prior written consent shall be null and void and of no force or effect. Provider may assign this Agreement in its entirety, together with all rights and obligations hereunder, without consent of the Customer. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. The Parties recognize that a Party would suffer irreparable harm if the other Party breached its obligations under this Agreement and that monetary damages might not be adequate to compensate the non-breaching Party for any breach hereof. In the event of a breach or attempted breach of any of the provisions herein, the non-breaching Party, in addition to its other remedies, shall be entitled to specific performance and/or injunctive relief in order to enforce performance or prevent any violation of the provisions of this Agreement. If a suit or action is instituted in connection with any claim or controversy arising out of this Agreement, the prevailing Party shall be entitled to recover, in addition to costs, such sums the court may adjudge reasonable as attorneys’ fees. Provider shall not be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by reason of acts of God, wars, terrorism, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control and not involving any fault or negligence of the Provider. Waiver by any Party of strict performance of any provision of this Agreement must be in writing and signed by the Party adversely affected thereby. Such waiver shall not be a waiver, or prejudice the Party’s right to require strict performance, of the same provision in the future, or of any other provision. This Agreement may be executed in any number of counterparts. This Agreement, the Orders and any amendments or other documents to be entered into in connection herewith may be electronically signed (e.g. DocuSign, pdfs, etc.), and any electronic signatures appearing on this Agreement, an Order, amendments or other documents are the same as handwritten signatures for the purpose of validity, enforceability, and admissibility. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the Parties after the date hereof. For the purposes of 11 U.S.C. § 365(n), the Parties acknowledge and agree that this Agreement constitutes a license grant of intellectual property in software form to Customer by Provider. Customer may not remove or export from the United States or allow the export or re-export of the Services, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.