Terms and Conditions

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws.

The Services are not designed to comply with industry-specific regulations, including, but not limited to, the Health Insurance Portability and Accountability Act (“HIPAA”) and the Gramm-Leach-Bliley Act (“GLBA”). You may not use the Services in a way that would subject us to such laws. If your use of the Services is or becomes a substantial factor in making a decision that materially affects the provision, denial, cost, or terms of education, employment, financial or lending services, government services, healthcare, housing, insurance, or legal services, you agree to provide us with all information regarding your intended use of the Services. You also agree to provide, upon our reasonable request, any additional information, documentation, or cooperation required for us to comply with our obligations under applicable law.

2. INTELLECTUAL PROPERTY RIGHTS AND DATA

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, data, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Your Use of Our Services

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, and any applicable Orders, we grant you a temporary, non-exclusive, non-transferable, revocable license to access and use the Services.

Except as set out in this section or elsewhere in the Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any purpose whatsoever without our prior written consent.

If you wish to make any use of the Services, Content, or Marks in a manner other than as set out in this section or elsewhere in our Legal Terms, please address your request to contact@axyo.ai. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your Data and Submissions

Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Customer Data

Any data, content, or information that you submit, upload, transmit, or otherwise provide through the Services (“Customer Data”) is your sole responsibility. This includes ensuring that such data is accurate, lawful, and complies with all applicable laws, regulations, and third-party rights. We do not verify or validate any Customer Data, and we disclaim all liability for its accuracy, legality, or appropriateness. You represent and warrant that you have made all disclosures, provided all notices, and obtained all rights, consents, and permissions necessary for us to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process the Customer Data set forth in these Legal Terms without violating or infringing laws, third-party rights, or terms or policies that apply to the Customer Data.

You grant us a perpetual, worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to collect, store, use, reproduce, modify, distribute, display, and incorporate Customer Data into our products, services, and business operations, including but not limited to operating, supporting, improving, and marketing the Services. We are under no obligation to return or delete any Customer Data, except as required by applicable law.

You are solely responsible for maintaining backup copies of your data. We conduct routine backups for operational purposes but are not liable for any loss or corruption of the Customer Data. You waive any claims against us arising from the loss, corruption, or unauthorized access to the Customer Data.

In addition to your obligations in Section 18, you further agree to indemnify and hold us harmless from any claims, damages, or liabilities arising out of or relating to the Customer Data, including, but not limited to, errors, omissions, or violations of third-party rights or applicable laws.

3. AGGREGATED AND ANONYMIZED DATA

We may monitor and analyze use of the Services to create aggregated and anonymized data that does not identify any individual Customer or user. We retain all rights, title, and interest in such aggregated data, which we may use for any lawful purpose, including analytics, benchmarking, research, publication, product development, and training of Gen AI or ML products.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. SUBMISSIONS AND FEEDBACK

If you provide us with any ideas, suggestions, proposals, feedback, comments, or other information about the Services (collectively, “Submissions”), you agree that all intellectual property rights in such Submissions are automatically assigned to us. We exclusively own all rights, title, and interest in and to the Submissions and may use, reproduce, modify, disclose, publish, or distribute them for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

5. USER REPRESENTATIONS

By using the Services, you represent and warrant that:

• All registration information you submit will be true, accurate, current, and complete;
• You will maintain the accuracy of such information and promptly update such registration information as necessary;
• You have the legal capacity and you agree to comply with these Legal Terms;
• You are not under the age of 13;
• You are not a minor in the jurisdiction in which you reside, or if you are a minor, you have received parental permission to use the Services;
• You will not access the Services through automated or non-human means, whether through a bot, script, or otherwise;
• You will not use the Services for any illegal or unauthorized purpose; and
• Your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your Account and refuse all current or future use of the Services (or any portion thereof).

6. ACCESS AND USER REGISTRATION

To access the Services, you may be required to register. You agree to keep your password confidential and will be responsible for all use of your Account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

7. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available.

As a user of the Services, you agree not to:

• Access, use, sell, sublicense, or distribute the Services, or any portion thereof, to or for the benefit of any third party or for commercial purposes, except as set forth in an Order;
• Use the Services to build, train, support or develop competing products or services;
• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without our written permission;
• Modify, translate, adapt, copy, reproduce, create derivative works from, or otherwise use any part of the Services’ software or Content, or reverse engineer, decompile, disassemble, decipher, or attempt to discover the source code or non-public APIs of the Services;
• Circumvent, bypass, disable, or otherwise interfere with any security features, access controls, or usage limits of the Services, including by automated means, unauthorized APIs, or Account misuse;
• Remove, obscure, or alter any copyright, trademark, or other proprietary notices contained in, or on, the Services;
• Publish, disclose, or otherwise make public any performance, benchmarking, or security testing results related to the Services without prior written approval;
• Engage in unauthorized framing of or linking to the Services;
• Upload or transmit any viruses, worms, spyware, malware, or other harmful or disruptive content, or interfere with the normal operation of the Services;
• Upload or use any passive or active information collection mechanisms, such as web bugs, cookies, pixel tags, or similar tools, without authorization;
• Engage in any automated use of the system, including bots, spiders, scrapers, offline readers, scripts, or similar data extraction tools, including creating Accounts by automated means or under false pretenses or collecting usernames or email addresses for unsolicited messaging;
• Trick, defraud, or mislead us or other users, including attempts to gain unauthorized access to usernames, passwords, or other sensitive information;
• Harass, impersonate, threaten, intimidate, or harm our employees, agents, or users;
• Use the Services to transmit or store any unlawful, infringing, harmful, or abusive content, or to harass or harm another person;
• Use the Services for high-risk activities or with sensitive regulated data, including but not limited to data classified as protected health information under HIPAA, acknowledging that the Services are not designed for such purposes and that we disclaim any liability arising from such use;
• Use the Services in a way that could damage, disable, overburden, or impair the Services or interfere with any other party’s access or use;
• Disparage, tarnish, or otherwise harm us or the Services, in our sole opinion; or
• Use the Services in violation of any applicable law or regulation.

8. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to:

• Monitor the Services for violations of these Legal Terms.
• Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities.
• In our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of the Services or any portion thereof.
• In our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems.
• Otherwise manage the Services to protect our rights, property, and to facilitate the proper functioning and security of the Services, including for the protection of other customers.
• Immediately suspend the Services if an Order is thirty (30) days or more overdue.
• Immediately suspend the Services if changes to laws or new laws require that we suspend the Service or otherwise may impose additional liability on us.
• Immediately suspend the Services if your actions risk harm to any of our other customers or the security, availability, or integrity of the Services.

9. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised that the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

10. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO OR USE OF THE SERVICES (INCLUDING BY BLOCKING IP ADDRESSES), OR TO TERMINATE YOUR PARTICIPATION IN THE SERVICES AND DELETE ANY ACCOUNT OR CONTENT YOU HAVE POSTED, FOR ANY REASON OR NO REASON, INCLUDING BUT NOT LIMITED TO ANY VIOLATION OF THESE LEGAL TERMS OR APPLICABLE LAW.

If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

11. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason, at our sole discretion, without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason, without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms shall be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

12. GOVERNING LAW

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Arizona applicable to agreements made and to be entirely performed within the State of Arizona, without regard to its conflict of law principles.

13. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and, collectively, the “Disputes”) brought by either you or us (individually, a “Party” and, collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations will commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Phoenix, Arizona. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If, for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Phoenix, Arizona, and the Parties hereby consent to, and waive, all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act is excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law:

• No arbitration shall be joined with any other proceeding.
• There is no right or authority for any Dispute to be arbitrated on a class- action basis or to utilize class action procedures.
• There is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

• Any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party.
• Any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use of the Services.
• Any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

14. CLASS ACTION WAIVER

You and AXYO agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available

15. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time without prior notice.

16. DISCLAIMERS

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES, CONTENT, OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES, CONTENT AND MATERIALS, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Some aspects of the Services may rely on Gen AI or ML to generate outputs (“Output”). These models utilize probabilistic methods to analyze data and generate responses. Before using any Output, you must independently validate it in accordance with industry standards and determine its safety, efficacy, and suitability for its intended use. ANY USE OF AN OUTPUT IS AT YOUR SOLE RISK, AND YOU AGREE NOT TO RELY ON OUTPUTS AS A SOURCE OF FACTUAL INFORMATION OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT (A) OUTPUT MAY NOT BE UNIQUE, NOVEL, EXCLUSIVE, OR OTHERWISE SPECIFIC TO YOU AND OTHER USERS OF THE SERVICES MAY RECEIVE SIMILAR OUTPUT VIA THE SERVICES; (B) THERE MAY BE ERRORS, INCONSISTENCIES, INCOMPLETENESS, OR INACCURACIES IN OUTPUT FOR VARIOUS REASONS (INCLUDING THE QUALITY OR TYPE OF DATA INPUT INTO THE SERVICES AND THE INHERENT LIMITATIONS AND PROBABILISTIC NATURE OF MACHINE LEARNING TECHNOLOGY USED IN CONNECTION WITH THE SERVICES); AND (C) OUTPUT OR ANY PART THEREOF MAY (I) BE OWNED OR CONTROLLED BY A THIRD PARTY, OR (II) PROTECTED OR PROTECTABLE BY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS. WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE FOREGOING ACKNOWLEDGMENTS AND WILL NOT BE LIABLE FOR ANY ERRORS, INCONSISTENCIES, OR INACCURACIES IN THE OUTPUT.

17. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR OUTPUTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES DURING THE PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR A FIXED AMOUNT AS SPECIFIED IN THESE TERMS OR IN AN ORDER. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

18. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

• Your use of the Services;
• Your breach of these Legal Terms;
• Your violation of the rights of a third party, including but not limited to intellectual property rights; and
• Any overt harmful act toward any other user of the Services with whom you connected via the Services.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding subject to this indemnification upon becoming aware of it.

19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Using the Services, sending us emails, and completing online forms constitutes electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically via email and on the Services satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or payments or the granting of credits by any means other than electronic means.

20. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445- 1254.

21. CONFIDENTIALITY

Definitions

“Confidential Information” means any information disclosed to the receiving party (“Recipient”) by the disclosing party (“Discloser”) that is not generally available to the public and that is treated as confidential by the Discloser. Our Confidential Information includes any technical or performance information about the Services.

Obligations

As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in these Legal Terms and (b) only use Confidential Information to fulfill its obligations and exercise its rights in these Legal Terms. At Discloser’s request, Recipient will hold your Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 21 and they are bound to confidentiality obligations no less protective than this Section 21. Notwithstanding anything to the contrary, the Recipient’s obligations with respect to trade secrets shall continue in perpetuity, or for so long as such information qualifies as a trade secret under applicable law, whichever is longer. For all other Confidential Information, the obligations under this Section 21 shall survive for five (5) years after termination or expiration of these Legal Terms.

Exclusions

These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under these Legal Terms; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 21.

Required Disclosures

Nothing in these Legal Terms prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by law, subpoena, or court order, provided (if permitted by law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

22. TRIALS AND BETA

If you receive access to or use of Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), such access or use is permitted only for your internal evaluation and testing purposes during the period designated by us. These Trials and Betas will be considered part of the Services, and subject to the remainder of this Section 22, all provisions of these Legal Terms relating to the Services will apply to these Trials and Betas. Trials and Betas are optional, either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that we may never release, and their features and performance information are deemed to be our Confidential Information. We may suspend your access to the Trials and Betas at any time, and your use of Trials and Beta is at your own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE LEGAL TERMS, WE PROVIDE NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND OUR LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50.00.