Terms of Use Agreement

Definitions
Provision of Services
Customer restrictions and responsibilities
Ownership
Fees and expenses; payments
Warranties and disclaimers
Limitation of liability
Confidentiality
Indemnification
Term and termination
Miscellaneous

This Terms of Use Agreement (the "Terms") is entered into between Sazabi Inc. ("Sazabi") and the entity that has executed an Order Form (as defined below) that references and incorporates these Terms by reference or who has been named as the enterprise customer ("Customer") upon registration of an account online at app.sazabi.com (the "Website"), and governs Customer's access to and use of the Services described on such Order or ordered through the Website. These Terms and any Order (together with any attached exhibits or schedules) constitute the complete understanding between the parties on the subject matter herein ("Agreement") and is effective on the earlier of: (a) the date that an Order is fully executed by the parties (where applicable), or (b) the date on which the Customer provides electronic acceptance of these Terms ("Effective Date").

By entering into an Order and/or otherwise accessing or using the Platform or agreeing to these Terms (including via clickthrough acceptance), Customer agrees to be bound by these Terms and the other terms and conditions of the Agreement. For individuals who are registering an account on behalf of a Customer, you represent and warrant that you have all right, permission, and authority necessary to enter into this Agreement on behalf of the Customer and to bind Customer to the terms of this Agreement, including to make any purchases made through the Customer's registered account, and to provision access to other Authorized Users in accordance with the Terms hereof. If Customer does not accept these Terms, Customer is not authorized to access or use the Platform or Services. Please note that these Terms are subject to change by Sazabi in its discretion at any time. When changes are made to these Terms, Sazabi will make a copy of the updated Terms available to Customer via email or on the Website and update the "Last Updated" date at the top of these Terms. If Sazabi makes material changes to these Terms, Sazabi will provide written notice of such material changes and attempt to notify Customer by sending an email notice to Customer. Any changes to the Terms will be effective upon the earlier of (a) thirty (30) days after the "Last Updated" date at the top of these Terms, or (b) Customer's consent to and acceptance of the updated Terms if Sazabi provides a mechanism for Customer's immediate acceptance in a specified manner (e.g., clickthrough acceptance), which Sazabi may require before further access to and use of the Platform or Services is permitted.

In consideration of the mutual promises contained herein, the parties hereby agree to the following:

1. Definitions

Capitalized terms shall have the meanings set forth in this Section, or in the section where they are first used.

"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Platform and Services.
"Aggregated Data" means data and information related to Customer Material and/or Customer's use of the Services that is used by Sazabi in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
"Applicable Privacy Laws" means data protection and privacy laws and regulations applicable to the Services, including, but not limited to, where applicable, the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. ("CCPA"), the General Data Protection Regulation ("GDPR"), and the e-Privacy Directive (Directive 2002/58/EC).
"Authorized User" means an employee or independent contractor of Customer who is authorized by Customer to access the Platform and Services pursuant to Customer's rights under this Agreement.
"Customer Material" means, other than Aggregated Data, (a) Inputs; (b) Outputs; and (c) information, data, and other content, in any form or medium, that is uploaded, submitted, posted, or otherwise transmitted by or on behalf of Customer (or an Authorized User) through the use of the Platform or Services.
"Documentation" means Sazabi-provided user documentation, in all forms, relating to the Services and Platform in hard copy or electronic form (e.g. user manuals and online help files).
"Integrated Service" means any third-party service or application connected to, or integrated with, the Platform by or on behalf of an Authorized User.
"Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
"Order" or "Order Form" means an ordering document that is signed by both parties identifying the Services to be made available by Sazabi pursuant to this Agreement.
"Order Term" means the term length specified in the applicable Order.
"Personal Data" has the meaning given in the Applicable Privacy Laws.
"Platform" means Sazabi's AI-native software observability platform.
"Processing" (including "Process", "Processes", "Processed", and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.
"Professional Services" means any professional services provided by Sazabi to Customer (e.g., implementation services, support services) as further described by the applicable Order Form.
"Sensitive Information" means (a) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act ("HIPAA") and its implementing regulations; (b) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standard ("PCI DSS"); (c) Social Security numbers, Social insurance numbers, passport numbers, driver's license numbers or other government-issued identification numbers; or (d) Personal Data or other data governed by Applicable Privacy Laws, the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children's Online Privacy Protection Act.
"Services" means Sazabi's provision of the Platform, Professional Services, and any other services set forth in the applicable Order Form.
"Usage Credits" means the units allocated to Customer for accessing and using the Services, which may represent a defined measure such as log ingestion and storage, compute time, API calls, data volume, transactions, or other quantifiable usage metric as specified by Sazabi. Usage Credits are consumed based on actual usage of the Services and are subject to the limits and terms set forth in the applicable Order Form.

2. Provision of Services

2.1 Order Forms

Each Order is governed by, and hereby incorporated into, this Agreement. If there is a conflict between this Agreement and an Order, this Agreement will control unless the Order expressly states that a specific provision of this Agreement will be superseded by a specific provision of the Order.

2.2 License to Platform

Subject to and conditioned on Customer's payment of Fees (as defined below) and compliance with all the terms and conditions of this Agreement, Sazabi grants to Customer a non-exclusive, non-transferable license during the term, solely for use by Authorized Users in accordance with the terms and conditions herein, (a) to access and use the features and functions of the Platform as required for use of the Services and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the Services. Such use is limited to Customer's internal business use.

2.3 Integrated Services

Customer may elect, or where it is a necessary part of certain features and functionality of the Services, may be required, to link certain Integrated Services to the Platform. Customer is responsible for enabling the integration of each Integrated Service, and by doing so, Customer acknowledges that: (a) Sazabi may access any Customer Material provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing Sazabi to share Customer Material (including Customer Personal Data where directed) with the providers of such Third-Party Services. Third-Party Services are not under the control of Sazabi and Sazabi is not responsible for any Third-Party Services. Customer's use of the Integrated Services is governed by the Customer's agreement with providers of the Integrated Services.

2.4 Accounts

2.4.1 Account registration

In order to access the Platform and Services, Customer will be required to register an enterprise account with Sazabi. In addition, Customer will provide a user account for each Authorized User of the Services. Customer's enterprise account may have multiple Authorized User accounts associated with it, and each Customer account shall have an Authorized User designated with administrative privileges to add, remove, suspend and otherwise manage the user accounts associated with Customer's enterprise account. User accounts may only be accessed and used by one Authorized User and may not be shared with any person other than the Authorized User to which the user account was provisioned. As between Sazabi and Customer, Customer is responsible for each Authorized User maintaining the confidentiality of any access credentials for the user account of such Authorized User. Customer will be responsible for the acts or omissions of any Authorized Users in their access to and use of the Services and any breach by an Authorized User of the terms of this Agreement will constitute a breach by Customer of this Agreement. Customer will promptly notify Sazabi if Customer becomes aware of or reasonably suspects that there has been any unauthorized access to any user account.

2.4.2 Third-party registration platforms

The Services may allow Customer or an Authorized User to register an account through a Google account (or other third-party platform, from time to time) ("Third-Party Registration Platform"). By linking the Platform account with a Third-Party Registration Platform, Customer acknowledges and agrees that Sazabi and its third party service providers, as applicable, will have access to such Third-Party Registration Platform, as is permitted under the applicable terms and conditions that govern Customer's (or an Authorized User's) use of each Third-Party Registration Platform.

2.5 Authorized Users use of Services

Customer may permit any Authorized Users to use the Platform and related Services as contemplated by this Agreement. Accounts cannot be shared or used by more than one Authorized User at a time. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Sazabi promptly of any such unauthorized use known to Customer.

2.6 Personal Data

Customer represents, warrants and covenants that no Personal Data Processed by Sazabi under this Agreement is subject to Applicable Privacy Laws, unless expressly authorized in writing by Sazabi. To the extent Sazabi authorizes the Processing of such Personal Data, then such Personal Data will be Processed in accordance with the Data Processing Addendum ("DPA") available at sazabi.com/dpa.

2.7 Artificial Intelligence Tools

Subject to this Agreement, Sazabi makes available through the Services certain artificial intelligence tools in connection with Customer's use of the Platform (collectively, the "Sazabi Tools"). Except where expressly specified otherwise in this Agreement, the Sazabi Tools constitute a "Service" for the purposes of the Agreement and the Agreement shall apply in full to Customer's use of the Sazabi Tools. The Sazabi Tools leverage third party large language models and artificial intelligence algorithms and platforms ("Third-Party Services") to generate performance data, results, responses, content, or other materials generated by the Sazabi Tools (collectively, the "Output") in response to certain inputs and other Customer Material which may be submitted or made available through the Services ("Inputs"). Sazabi does not make any representations with respect to Third-Party Services or any Output provided in connection therewith. Customer uses such Third-Party Services and Output at its own risk.

3. Customer restrictions and responsibilities

3.1 Restrictions

Except as may be expressly permitted by applicable law, Customer agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access the Platform or Documentation or use the Services, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter or translate the Platform or Documentation; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine the source code of the Platform; (e) use or copy the Platform or Documentation except as expressly allowed; (f) disclose or transmit any data contained in the Platform to any individual other than an Authorized User; or (g) use or access the Platform or Services in any personal, household, or familial capacity, or for any purpose other than a lawful business purpose.

3.2 Setup responsibilities

Customer shall be responsible for obtaining and maintaining, at Customer's expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required by Customer or any Authorized User to access the Services from the Internet.

3.3 Customer responsibility for data and security

Customer and its Authorized Users shall have access to the Customer Material and shall be responsible for all changes to and/or deletions of Customer Material and the security of all passwords and other Access Protocols required in order to access the Services. Customer shall have the ability to export Customer Material out of the Services and is encouraged to make its own back-ups of the Customer Material. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Material.

3.4 Responsible use of Sazabi Tools

Customer shall comply with all obligations and commitments in the Agreement with respect to Customer Material in connection with Customer's use of the Sazabi Tools. Customer is solely responsible for the Inputs, and use of the Outputs thereof. Customer is responsible for reviewing any Output prior to its use and exercising its own business and legal judgement as to its suitability for use. Customer shall not submit or use any Inputs that: (a) infringe or misappropriate any third party's intellectual property rights or other proprietary rights; (b) violate applicable laws, rules, and regulations; (c) include any Sensitive Information; (d) contain any viruses, worms, prompt injections or other malicious computer programming codes that may damage the Platform; or (e) violate Third-Party Licenses.

4. Ownership

4.1 Sazabi Intellectual Property

As between Sazabi and Customer, the Services, Platform, Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Sazabi and its suppliers. All rights in and to the Services, Platform, and Documentation not expressly granted to Customer in this Agreement are reserved by Sazabi and its suppliers.

4.2 Customer Material

Customer is solely responsible for any and all obligations with respect to the accuracy, quality, completeness, and legality of Customer Material. Customer will obtain all Third-Party Licenses, consents and permissions needed for Sazabi to use the Customer Material to provide the Services. Customer grants Sazabi a non-exclusive, worldwide, royalty-free and fully paid license during the Order Term to use the Customer Material as necessary for purposes of providing and/or improving the Services. The Customer Material hosted by Sazabi as part of the Services, and all worldwide Intellectual Property Rights in and to the foregoing, are the exclusive property of Customer.

4.3 Aggregated Data

Notwithstanding anything to the contrary in this Agreement, Sazabi may monitor Customer's use of the Services and collect and compile Aggregated Data. As between Sazabi and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Sazabi. Customer acknowledges that Sazabi may compile Aggregated Data based on Customer Material and may use the Customer Material and Aggregated Data to improve its machine learning model and artificial intelligence algorithms (collectively, "Models").

4.4 Feedback

If Customer or any of its employees or contractors sends or transmits any communications or materials to Sazabi suggesting or recommending changes to Sazabi's intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Sazabi is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Sazabi on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Sazabi is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever.

5. Fees and expenses; payments

5.1 Fees and expenses

Customer shall pay to Sazabi, without offset or deduction, the fees and expenses as determined under any Orders or listed on Sazabi's pricing page and this Agreement ("Fees"), in accordance with the payment terms set forth in Section 5.3 below. Sazabi reserves the right to increase the Fees under each Order Form following the Initial Term, and each Renewal Term thereafter, but must provide notification of such increases at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term.

5.2 Taxes

The fees and other amounts payable by Customer to Sazabi do not include any taxes of any jurisdiction that may be assessed or imposed upon the Services, or otherwise, including sales, use, excise, value added, personal property, export, import and withholding taxes, excluding only taxes based upon Sazabi's net income. Customer shall directly pay any such taxes assessed.

5.3 Payment terms

Sazabi may accept and process payment (including renewals) from Customer by either credit card, wire transfer, or check, as mutually agreed on the applicable Order Form. Except as otherwise set forth on an Order, with respect to payments made (other than by credit card), such amounts will be due and payable within thirty (30) days of receipt of invoice. If any Customer payment is more than thirty (30) days past due, interest at the rate of twelve percent (12%) per annum (or, if lower, the maximum rate permitted by applicable law) shall accrue. Unless otherwise specified in this Agreement, all fees and other amounts paid by Customer under this Agreement are non-refundable. All dollar amounts referred to in this Agreement are in United States Dollars.

5.4 Payment processor

Sazabi may use third-party service providers for payment services (e.g., card acceptance, merchant settlement, and related services). Customer may be required to provide its payment details and additional information to a Third-Party Service Provider. Customer hereby consents to Sazabi sharing any information and payment instructions Customer provides with one or more Third-Party Service Provider(s) to the minimum extent required to complete Customer's transactions.

5.5 Suspension

In the event that Customer's account is overdue on any payment for any reason, Sazabi shall have the right, in addition to its remedies under this Agreement or pursuant to applicable law, to suspend Customer's use of the Platform or Services, without further notice to Customer, until Customer has paid the full balance owed, plus any interest due.

6. Warranties and disclaimers

6.1 Mutual warranties

Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution, delivery, and performance of this Agreement by the executing party do not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

6.2 Customer warranty

Customer represents and warrants to Sazabi that: (1) Customer owns the Customer Material, or has the necessary licenses, rights, consents, and permissions to authorize Sazabi to use the Customer Material in accordance with this Agreement; (2) Customer Material and the use of Customer Material as contemplated by this Agreement does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; (b) violate, or cause Sazabi to violate, any law or regulation; or (c) contain any viruses, worms or other malicious computer programming codes intended to damage Sazabi's system or data; and (3) Customer will use the Services and Platform in compliance with the Documentation, any instructions provided by Sazabi, and applicable law.

6.3 Disclaimers

6.3.1 General

Except for the limited warranties set forth in this section, Sazabi makes no other express or implied warranties with respect to the Platform, Documentation, Aggregated Data, Services or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. The Platform, Documentation, and Services are provided "as is." Sazabi does not warrant that the Platform, Documentation, or Services will satisfy Customer's requirements, are without defect or error, or that the operation of the Services will be uninterrupted.

6.3.2 Sazabi Tools

The Sazabi Tools are intended as output generation tools only and Sazabi makes no warranty or guaranty that the Output will provide accurate, tailored, or complete results or be fit for the particular purpose or use case. Sazabi does not represent or warrant that the Customer is the legal owner of the Output, or that the Input or Output are protectable by any intellectual property rights, or that the Output does not incorporate, infringe or misappropriate the intellectual property or proprietary rights of any third party.

7. Limitation of liability

7.1 Exclusion of damages

Except with respect to liability arising from breaches of confidentiality under Section 8, misappropriation by a party of the other party's intellectual property rights, a party's gross negligence or willful misconduct, or a party's indemnification obligations (collectively, "Excluded Liability"), neither party shall be liable to the other party for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature arising out of this Agreement, regardless of the cause of action or the theory of liability, even if such party has been notified of the likelihood of such damages.

7.2 Amount of damages

Except with respect to Excluded Liability, the maximum liability of either party arising out of or in any way connected to this Agreement shall not exceed the greater of (a) one hundred dollars ($100) or (b) the fees paid or payable by Customer to Sazabi during the twelve (12) months preceding the act, omission or occurrence giving rise to such liability.

7.3 Basis of the bargain

The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

8. Confidentiality

8.1 Confidential information

During the term of this Agreement, each party (the "Disclosing Party") may provide the other party (the "Receiving Party") with certain information regarding the Disclosing Party's business, technology, products, or services or other confidential or proprietary information (collectively, "Confidential Information"). The Disclosing Party will mark all Confidential Information in tangible form as "confidential" or "proprietary" or with a similar legend. Regardless of whether so marked or identified, the Platform, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Sazabi.

8.2 Protection of Confidential Information

The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees or subcontractors who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.

8.3 Exceptions

The confidentiality obligations set forth in this Section will not apply to any information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information.

9. Indemnification

9.1 By Sazabi

Sazabi will indemnify and hold harmless, at its own expense, Customer from and against any and all threatened third-party claim, proceeding, or suit (each, a "Claim"), and pay all liabilities, losses, damages, costs, and other expenses (including attorneys' and expert witnesses' costs and fees), arising out of or relating to an allegation that the Platform, when used by Customer as authorized herein, infringes or misappropriates a third party's patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America.

9.2 By Customer

Customer will indemnify and hold harmless, at its own expense, Sazabi and its affiliates, employees, directors, and agents from and against any and all Claims, and pay all liabilities, losses, damages costs and other expenses arising out of or relating to (a) Customer's breach or alleged breach of Sections 2.3, 3.1, 3.4, 4.2, and/or 6.2 or (b) Customer's use of the Inputs and/or Outputs.

9.3 Procedure

The indemnifying party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

10. Term and termination

10.1 Term

The term of this Agreement will commence on the Effective Date and will continue in full force and effect, unless earlier terminated in accordance with the Agreement. Unless otherwise stated in the applicable Order Form, the Order Term will continue in full force and effect for one (1) year ("Initial Term"), unless earlier terminated in accordance with the Agreement. Thereafter, the Initial Term will automatically renew for additional terms of one (1) year (each, a "Renewal Term"), unless either party gives written notice of non-renewal to the other party no later than ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term.

10.2 Termination if no outstanding Orders

If there are no outstanding Orders, either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other. Neither party may terminate an Order once it has been executed, other than by mutual consent or termination of this Agreement for material breach as set forth below. If Services are not purchased through an Order, Customer may terminate this Agreement immediately upon closing Customer's account on the Platform or otherwise by providing written notice to Sazabi at support@sazabi.ai.

10.3 Termination for breach

Either party may terminate this Agreement or any Order immediately upon notice to the other party if the other party materially breaches this Agreement or the applicable Order, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

10.4 Effect of termination

Expiration or termination of this Agreement will automatically terminate all active Orders, but termination of a single Order will not result in termination of this Agreement or any other Orders. Upon the expiration or termination of this Agreement or an Order all rights and licenses granted by Sazabi to Customer under this Agreement or the applicable Order will terminate.

10.5 Post-termination obligations

Unless Customer terminates this Agreement for material breach, if this Agreement expires or is terminated: (1) Sazabi will not refund Customer any Fees paid in advance of such expiration or termination, including pre-paid Fees; and (2) within ten days after such expiration or termination, Customer shall pay Sazabi all remaining Fees set forth under any terminated Order Forms so that Sazabi is paid the full annual amount agreed to at the commencement of such Order Term. The sections and subsections titled Definitions, Customer Restrictions and Responsibilities, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, Post-Termination Obligations and Miscellaneous will survive expiration or termination of this Agreement for any reason.

11. Miscellaneous

11.1 Governing law and venue

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. In the event a dispute arises between the parties, such dispute shall be determined and settled by arbitration in New Castle County, Delaware, in accordance with the Commercial Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association.

11.2 Export

Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Sazabi, or any products utilizing such data, in violation of the United States export laws or regulations.

11.3 Severability

If any provision of this Agreement or a portion of a provision is held to be invalid, illegal, or unenforceable, the rest of this Agreement will remain enforceable.

11.4 Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.5 Remedies

Except as provided in the subsection titled Indemnification, the parties' rights and remedies under this Agreement are cumulative. Customer acknowledges that the Services, Platform, and Documentation contain valuable trade secrets and proprietary information of Sazabi, that any actual or threatened breach of the sections titled Ownership or Confidentiality or any other breach by Customer of its obligations with respect to Intellectual Property Rights of Sazabi will constitute immediate, irreparable harm to Sazabi for which monetary damages would be an inadequate remedy.

11.6 No assignment

Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Sazabi, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party.

11.7 Publicity

Sazabi may publicly list Customer as a customer of Sazabi and, subject to Customer's brand guidelines, use Customer's trademark, trade name, and logo solely for marketing or promotional purposes.

11.8 Force majeure

Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic, quarantine, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

11.9 Relationship of the parties

Customer's relationship to Sazabi is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Sazabi.

11.10 Notices

All notices required or permitted under this agreement must be delivered in writing, if to Sazabi by emailing support@sazabi.ai, and if to Customer, by emailing the email address set forth in the applicable Order or the email address included within a Customer's account profile on the Platform.

11.11 Precedence

To the extent that a conflict arises between the terms and conditions of an Order Form and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order expressly states that it supersedes specific language in the Agreement.

11.12 Entire agreement

This Agreement (including the DPA, as applicable, and any Order) is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.