TERMS OF USE AGREEMENT

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Last Updated Date: June 3, 2024

This Terms of Use Agreement (the “Terms”) governs the access and use of the website located at www.tesorai.com, including any of its subdomains, (the “Site”) and all other Tesorai Services (defined below in Section 1) provided by Tesorai, Inc., a Delaware corporation (“Tesorai”). BY ACCESSING AND USING THE TESORAI SERVICES, CLICKING “I ACCEPT,” OR SUBMITTING AN ORDER, THE INDIVIDUAL ACCESSING AND USING THE TESORAI SERVICES REPRESENTS AND WARRANTS THAT: (1) SUCH INDIVIDUAL WISHES TO USE THE SERVICE ON BEHALF OF, OR WITHIN SUCH INDIVIDUAL’S CAPACITY AS, A REPRESENTATIVE, AGENT, OR EMPLOYEE OF THE ENTITY THAT IS DESIGNATED AS THE CUSTOMER AT THE TIME OF SIGN UP OR IN SUCH ORDER (“CUSTOMER”), AND (2) SUCH INDIVIDUAL HAS THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER. BY CLICKING “I ACCEPT” OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY OF ALL OF THE PROVISIONS OF THIS AGREEMENT. Each of Tesorai and Customer are a “Party” and, collectively, are the “Parties.”

1. 1. DEFINITIONS. The following terms, when used in the Agreement, will have the following meanings:some text
   1. 1.1 “Admin Users” mean the Authorized Users that have access to certain administrative features
      of the Tesorai Services, including inviting other users to Customer’s workspace on the Platform.
   2. 1.2 “Agreement” means the Terms together with all Orders between Customer and Tesorai.
   3. 1.3 “Authorized Users” means Customer’s employee or contractor personnel authorized by Customer to access and use the Tesorai Services, including Admin Users.
   4. 1.4 “Customer Data” means the data, files, and other materials submitted or made available by Customer or an Authorized User to the Platform.
   5. 1.5 “Documentation” means the instructions, help files, technical documentation, and user manuals made available by Tesorai to Customer describing the intended operation of the Tesorai Services.
   6. 1.6 “Order” means the webform submission or other order form provided by Tesorai referencing these Terms. Orders may contain additional terms, such as the length of the purchased subscriptions, any renewal terms for the subscription, pricing, or Usage Limitations such as the number of tokens allocated with Customer’s purchase.
   7. 1.7 “Platform” means the Tesorai software-as-a-service platform called “Tesorai Search” that analyzes Customer Data and generates insights based on such data, including all fixes, updates, and upgrades to the same made available to Customer.
   8. 1.8 “Reports” mean the reports generated through the Platform and all content therein, including the analysis and insights on Customer Data and comparisons to certain Third-Party Content.
   9. 1.9 “Tesorai Services” means the Site, Platform, Documentation, and any other materials, content, or information delivered or made available via the Platform or by Tesorai, including the Reports, under the Agreement.
   10. 1.10 “Token” means a prepaid usage credit that enables a Customer to process one raw data file on
       the Tesorai Services.
   11. 1.11 “Usage Limitations” means any usage limitations or restrictions, including, without limitation, the number of tokens allocated per Order, applicable to Customer’s use of the Platform. Such limitations or restrictions will be indicated on the Order.
2. 2. LICENSE; ACCESS AND USE; SERVICES some text
   1. 2.1 Access to the Tesorai Services. Subject to the terms and conditions of the Agreement, Tesorai hereby grants to Customer, during the term of the Agreement, a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 10.1) right to access and use, and permit Authorized Users to access and use, the Tesorai Services solely for Customer’s internal business purposes in accordance with any Usage Limitations and the Documentation.
   2. 2.2 Third-Party Content and Third-Party Services.  The Tesorai Services may contain third-party content, including certain content made available to you via Reports (collectively, “Third-Party Content”) and links to third-party websites, applications, or services (together, with the Third-Party Content, “Third-Party Services”). Such Third-Party Services are not created by and not under the control of Tesorai, and accordingly, Customer acknowledges and agrees that Tesorai is not responsible for any Third-Party Services. Tesorai provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You further understand that these Third-Party Services may be subject to separate terms and policies, and Customer accesses and uses such Third-Party Services at its own risk.
   3. 2.3 Customer Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, translate, modify, or create derivative works of the Tesorai Services; (b) copy or reproduce the Tesorai Services, except to the extent necessary to exercise the licensed use of the same hereunder; (c) attempt to probe, scan, or test the vulnerability of the Platform, breach the security or authentication measures of the Platform without proper authorization or willfully render any part of the Platform unusable; (d) use or access the Tesorai Services to develop a product or service that is competitive with the Tesorai Services or engage in competitive analysis or benchmarking with respect to Tesorai Services; (e) transfer, distribute, sell, resell, lease, license, sublicense, operate as a service for or on behalf of others, or otherwise assign the Tesorai Services (except in compliance with Section 10.1) or, other than with respect to Authorized Users, offer access to the Tesorai Services to a third party; (f) circumvent or interfere with any authentication or security measures of the Platform or interfere with or disrupt the integrity or performance of the Platform; (g) export the Tesorai Services or technical data or any copy, portions or direct product thereof to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders; (h) transmit unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, infringing or harmful data, content, or code, or any data, content, or code that Customer is not authorized to transmit, either to or from the Platform; (i) exceed any Usage Limitations or otherwise use the Tesorai Services except as expressly permitted hereunder. Tesorai reserves the right to suspend access to the Tesorai Services and terminate these Terms in the event that Tesorai reason to believe that Customer is in violation of this Section 2.3.
   4. 2.4 Accounts. To access and use the Tesorai Services, Customer may be required to create an account (“Account”). In registering an Account, Customer will: (a) provide true, accurate, current, and complete information as prompted by the registration form (the “Account Information”); and (b) maintain and promptly update the Account Information to keep it true, accurate, current, and complete. Customer is solely responsible for (x) determining which Authorized Users should be designated as Admin Users; (y) all activities that occur under its Account, including the activities of its Authorized Users; and (z) any interactions between its Authorized Users, including between Authorized Users and Admin Users. Customer agrees to not, and agrees to ensure that its Authorized Users will not, share any login information with any unauthorized person. Customer shall notify Tesorai as soon as reasonably practicable of any unauthorized use of its Account or any other known or suspected breach of security. Tesorai reserves the right to suspend access to the Tesorai Services and terminate these Terms in the event that Tesorai reason to believe that there is unauthorized use of Customer’s Account or any other known or suspected breach of security.
   5. 2.5 Access Through a Third-Party Account.  The Tesorai Services may allow you to link your Account with a valid account on a third-party service, such as Google (such third-party service account, a “Third-Party Account”). You represent that you are entitled to disclose your Third-Party Account login information to Tesorai and/or grant Tesorai access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Tesorai to pay any fees or making Tesorai subject to any usage limitations imposed by such third-party service providers. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.  
   6. 2.6 Modification of Features and Functionality. Tesorai reserves the right to modify or discontinue the Tesorai Services, in whole or in part, at any time (including by limiting or discontinuing certain features of the Tesorai Services), temporarily or permanently, without notice to Customer or any users. Tesorai will have no liability whatsoever for any change to the Tesorai Services, or any suspension or termination of Customer’s or any of its Authorized Users’ access to or use of the Tesorai Services.
3. 3. PROPRIETARY RIGHTS.some text
   1. 3.1 Tesorai Services. Subject to Customer’s ownership in its Customer Data, as between the Parties, Tesorai exclusively owns all right, title, and interest in and to the Tesorai Services and any Confidential Information (as defined below) disclosed to Customer by Tesorai. Except as expressly granted in these Terms, Tesorai does not grant to Customer any license or rights (by implication, estoppel, or otherwise) in the Tesorai Services. All other rights in and to the Tesorai Services are expressly reserved by Tesorai. Notwithstanding anything herein to the contrary, all rights granted hereunder in and to the Tesorai Services are licensed and not sold or transferred.
   2. 3.2 Customer Data. As between Tesorai and Customer, Customer retains all rights, title, and interest in and to any Customer Data. Customer hereby grants Tesorai a non-exclusive, limited license during the term of this Agreement to use Customer Data solely as necessary to provide the Tesorai Services and perform Tesorai’s obligations hereunder. Unless otherwise indicated on the Order, Customer hereby grants Tesorai the foregoing license to additionally use the Customer Data to improve the Tesorai Services. Customer is solely responsible for any and all obligations with respect to the accuracy, quality, and legality of Customer Data. Customer represents and warrants that it has all rights and permissions needed to grant the licenses set forth in this Section 3.2.
   3. 3.3 Performance Data. Notwithstanding anything to the contrary herein, nothing herein limits or restricts Tesorai’s right or ability to use data regarding the performance, availability, usage, integrity, and security of the Tesorai Services.
   4. 3.4 Export or Download of Reports. To the extent that the features and functionality of Tesorai Services permit Customer to export or download Reports, Tesorai grants Customer a nonexclusive, worldwide license to download, modify, and otherwise use the Reports solely for Customer’s internal business purposes and for publication in scientific journals. Customer acknowledges and agrees that it may not otherwise publish or publicly disclose the Reports without Tesorai’s prior written permission.
   5. 3.5 Backup and Removal of Customer Data and Reports. Customer is solely responsible for maintaining backups of the Customer Data and Reports, and Tesorai will have no liability whatsoever to Customer arising out of or in connection with any loss or corruption of any Customer Data and Reports. Once this Agreement terminates or expires, Customer will no longer have access to retrieve or obtain any Customer Data or Reports from the Tesorai Services.
   6. 3.6 Monitoring. Tesorai reserves the right to, and may from time to time, monitor any and all information and content, including Customer Data, transmitted or received through the Tesorai Services for operational and other business purposes. If at any time, Tesorai chooses, in its sole discretion, to monitor such Customer Data, Tesorai nonetheless assumes no responsibility or liability for, or any loss or damage of any kind incurred as a result of, the use of such Customer Data.
   7. 3.7 Feedback. Customer may from time to time provide Tesorai suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”). Customer hereby grants Tesorai a perpetual, irrevocable, unlimited, royalty-free, fully paid up, sublicensable license to freely use, exercise, and exploit any such Feedback in connection with Tesorai’s business, products, and services. Customer represents and warrants that it has all rights and permissions needed to grant the license set forth in this Section 3.7.
4. 4. CONFIDENTIAL INFORMATION.some text
   1. 4.1 Definition. “Confidential Information” means, with respect to each Party (as the “Disclosing Party”), any information disclosed by or on behalf of the Disclosing Party to the other Party (as the “Receiving Party”) that is either designated as confidential or proprietary at the time of disclosure or should be reasonably understood to be confidential in light of the nature of the information or the circumstances surrounding its disclosure and: (a) with respect to Customer as Disclosing Party, “Confidential Information” includes the Customer Data; and (b) with respect to Tesorai as Disclosing Party, “Confidential Information” includes the non-public aspects of the Tesorai Services.
   2. 4.2 Confidentiality. Receiving Party will use the Confidential Information solely to perform its obligations and exercise its rights under the Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the Disclosing Party’s prior written consent, except as otherwise permitted hereunder. However, Receiving Party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors, and other representatives (collectively, “Representatives”) who have a need to know and are legally bound to keep such information confidential by confidentiality obligations with respect to the Confidential Information of the Disclosing Party consistent with those of this Agreement (provided that the Receiving Party shall be responsible for any actions of its Representatives that would breach this Section 4.2 if such action were taken by Receiving Party); and (b) as required by law (in which case the Receiving Party will provide the Disclosing Party with prior written notification thereof, will provide the Disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law; and provided further that any information so disclosed shall retain its confidentiality protections for all other purposes). Receiving Party agrees to exercise the same degree of care that it uses to protect its own like Confidential Information, but in no event less than a reasonable degree of care in protecting the Disclosing Party’s Confidential Information from unauthorized use and disclosure. The obligations of confidentiality in this Section 4.2 shall not apply to information that the Receiving Party can demonstrate: (a) is or becomes generally known or publicly available through no fault of the Receiving Party; (b) was properly known by or disclosed to the Receiving Party, without restriction, by another person with the legal authority to do so; or (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as demonstrated by the Receiving Party’s contemporaneous written records.
5. 5. FEES.some text
   1. 5.1 Fees. Customer will pay Tesorai the fees set forth in the Order in accordance with the payment terms set forth therein. Customer will maintain complete, accurate, and up-to-date Customer billing and contact information at all times. Except as otherwise specified in the Order, fees are quoted and payable in United States dollars. Except as otherwise set forth in this Agreement, all payment obligations are non-cancelable, and fees paid are non-refundable. Tesorai may, upon notice to Customer, suspend the rights to access the Tesorai Services or suspend the license to the Tesorai Services immediately upon notice if Customer fails to pay any fees that are more than five (5) days past the applicable due date. Tesorai reserves the right to change its fees and pricing at any time in accordance with Section 10.2. If Customer is accessing and using the Tesorai Services with Tokens, Customer understands and agrees that when Customer’s usage exceeds its balance of Tokens (e.g., if a Customer is looking to process more data files than the amount allocated based on the number of Tokens purchased), Customer must purchase additional Tokens to be applied to future use of the Tesorai Services via an Order. For the avoidance of doubt, Tokens may not be resold, bartered, transferred for value, redeemed for cash, or applied to any other account, except to the extent required by law. Tokens are not returnable or refundable for cash except in states where required by law.
   2. 5.2 Taxes. All amounts payable hereunder are exclusive of any sales, use, and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those Taxes based on the income of Tesorai. Customer will not withhold any Taxes from any amounts due to Tesorai.
   3. 5.3 Pre-Release or Free Trial Access.  If Tesorai has made the Tesorai Services (or any features or functionality thereof) available to Customer on a “beta,” “trial” or “pre-release” basis, or otherwise under a free or unpaid subscription tier, then unless expressly indicated in the applicable Order: (i) Tesorai will be free to terminate or suspend Customer’s access thereto for any reason at any time and without liability of any kind; and (ii) Tesorai may remove or modify features or functionality of such Tesorai Services for any reason at any time and without liability of any kind. Unless otherwise indicated in the terms of the offer, at the end of the trial or promotional period, your use of that Tesorai Service will automatically roll into a paid subscription at our then-current fees and you will be charged for such subscription if you do not cancel prior to the subscription commencement date in accordance with the cancellation instructions.
6. 6. TERM AND TERMINATION.some text
   1. 6.1 Term. This Agreement will commence when Customer first accepts these Terms or executes an Order with Tesorai that references these Terms and, unless terminated earlier in accordance with this Agreement, will continue until Customer deletes its Account (the “Term”).
   2. 6.2 Termination. Customer may terminate this Agreement by deleting its Account and ceasing all use of the Tesorai Services (with the exception of exported or downloaded Reports pursuant to Section 3.4). Tesorai may terminate this Agreement and the rights granted herein immediately upon written notice for any reason or no reason. Any refunds will be made at Tesorai’s sole discretion.
   3. 6.3 Survival. Upon termination or expiration of the Agreement: (a) all licenses granted by Tesorai to Customer and other rights and obligations will immediately terminate except that Sections 1, 2.3-2.6, 3, 4, 5, 6.3, 7 - 10 will survive indefinitely; and (b) Customer will immediately cease all use of the Tesorai Services and delete all Confidential Information of Tesorai in its possession, except, in each case, with respect to exported or downloaded Reports.
7. 7. DISCLAIMERS
   1. 7.1 General. THE TESORAI SERVICES, INCLUDING THE PLATFORM, ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TESORAI HEREBY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE TESORAI SERVICES OR CUSTOMER’S ACCESS TO OR USE OF THE TESORAI SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE, OR RELIANCE. TESORAI DOES NOT WARRANT THAT THE TESORAI SERVICES WILL BE ERROR-FREE OR THAT IT WILL WORK WITHOUT INTERRUPTIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN: (a) THE ACCURACY, SUFFICIENCY, AND USEFULNESS OF ANY RESULTS PROVIDED BY THE TESORAI SERVICES IS DEPENDENT ON THE QUALITY, COMPLETENESS, AND ACCURACY OF THE CUSTOMER DATA PROVIDED AND THIRD-PARTY CONTENT, AND TESORAI MAKES NO REPRESENTATION, WARRANTY, OR COVENANT WITH RESPECT TO THE ACCURACY OR EFFECTIVENESS OF THE TESORAI SERVICES, THE RESULTS OR DATA GENERATED THEREFROM (INCLUDING ANY REPORTS), OR ANY DECISION OR ACTION TAKEN BY CUSTOMER AS A RESULT OF ANY OF THE FOREGOING; (b) TESORAI IS NOT THE PROVIDER OF ANY THIRD-PARTY SERVICES OR RESPONSIBLE FOR ANY THIRD-PARTY SERVICES, AND TESORAI HEREBY DISCLAIMS AND WILL HAVE NO LIABILITY HEREUNDER RESULTING FROM OR WITH RESPECT TO THE OPERATION, MAINTENANCE, FUNCTION, FAILURE, OR SECURITY OF ANY THIRD-SERVICES OR ANY ACT OR OMISSION OF ANY PROVIDER OF ANY THIRD-PARTY SERVICES.
   2. 7.2 Beta Features. FROM TIME TO TIME, TESORAI MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TESORAI’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
8. 8. INDEMNIFICATION. Customer shall indemnify and hold Tesorai, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Tesorai Party” and collectively, the “Tesorai Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Customer Data; (ii) Customer’s use of, or inability to use, the Tesorai Services; (iii) Customer’s violation of this Agreement; (iv) Customer’s violation of any applicable laws, rules, or regulations. Tesorai reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will fully cooperate with Tesorai in asserting any available defenses. This provision does not require Customer to indemnify any of the Tesorai Parties for any unconscionable commercial practice by such Party or for such Party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Tesorai Services provided hereunder.
9. 9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TESORAI PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TESORAI PARTIES’ TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF $500 OR THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 6-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. EXCEPT FOR ANY ACTION BY TESORAI FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN 12 MONTHS AFTER THE DATE THE CLAIM AROSE. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
10. 10. GENERAL.some text
    1. 10.1 Assignment; Delegation. Neither Party hereto may assign or otherwise transfer the Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign the Agreement without consent to a successor to all or substantially all of its assets or business related to the Agreement. Upon a change of control or other acquisition of Customer, Customer’s right to use the Tesorai Services will be limited to the applicable Usage Limitations immediately prior to such change of control or acquisition. Any attempted assignment, delegation, or transfer by either Party in violation hereof will be null and void. Subject to the foregoing, the Agreement will be binding on the Parties and their permitted successors and assigns.
    2. 10.2 Modifications to this Agreement.  Tesorai may modify this Agreement from time to time by giving notice to Customer by making a new copy of the Terms available on the Site with an updated “Last Updated Date” at the top of the Terms or by sending Customer notice in accordance with Section 10.7. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Tesorai Services, and, in any event, continued use of the Tesorai Services after the modified version of this Agreement becomes effective will constitute Customer’s acceptance of such modified version. Notwithstanding the foregoing, if Customer has a subscription to the Tesorai Services, and such modifications take place during the subscription term, such modifications become effective upon renewal of Customer’s current subscription term or entry into a new Order. If you do not agree with such changes, you may terminate this Agreement as set forth in Section 6.2.
    3. 10.3 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein will give rise or is intended to give rise to any rights of any kind to any third parties.
    4. 10.4 Compliance with Law. Customer warrants that its use of the Tesorai Services will comply in all respects with all applicable laws in connection with the Agreement, including without limitation the U.S. Export Administration Regulations and sanctions regulations administered by the U.S. Treasury Department.
    5. 10.5 Severability and Waiver. If a court of competent jurisdiction determines that any provision of the Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of the Agreement will remain in full force and effect and bind the Parties according to its terms. Waiver of any term of this Agreement or forbearance to enforce any term by either Party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement.
    6. 10.6 Governing Law and Venue. The Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. The Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for San Diego, California for any lawsuit arising from or related to this Agreement.
    7. 10.7 Notices. Customer is responsible for providing Tesorai with a valid and current email address and keeping such email address associated with its Account up to date. In the event that the email address associated with Customer’s Account is not valid, or for any reason is not capable of delivering to Customer any notices required by this Agreement, Tesorai’s dispatch of the email containing such notice will nonetheless constitute effective notice. Customer may give notice to Tesorai at the following e-mail address: legal@tesorai.com.  
    8. 10.8 Entire Agreement. The Agreement comprises the entire agreement between Customer and Tesorai with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Tesorai, its agents or employees will create a warranty or in any way increase the scope of the warranties in the Agreement. In the event of a conflict between the Terms and the terms and conditions of the Order, the Terms will control unless otherwise explicitly set forth on the Order.
    9. 10.9 Force Majeure. Tesorai shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    10. 10.10 Government Terms. The Platform shall constitute “commercial” computer software. Government technical data and software rights related to the Platform include only those rights customarily provided to the public as defined in the Agreement. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Tesorai to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

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