These Terms of Use (this “Agreement”) set out the terms and conditions that govern the access and use of certain services (collectively, the “Service”) available on or through websites of AI Spera, Inc., or its affiliates (including but not limited, AI Spera America INC.), (individually and collectively, “AI Spera”) by you, a user of the Service (“you” or “Customer”). By accepting this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with AI Spera (and you hereby represent that you are of or above legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you are using the Service on behalf of an organization, then you represent that you have the right to bind such organization to this Agreement, and the terms “Customer” and “you” will include both you, the individual user, and such organization. If you do not agree to these terms and conditions, then you must not use the Service.

AI Spera offers, and the Service may include, both paid services and services which are free of charge. You agree that your purchase and/or use of the Service is not dependent on the delivery of any future functionality or features or dependent on any oral or written public comments made by AI Spera regarding future functionality or features.

You acknowledge and agree that the form and nature of the offerings by AI Spera may change from time to time without prior notice to you, subject to the terms in its Privacy Policy. Changes to the form and nature of will be effective with respect to all versions of the Service. Any new features that may be added to AI Spera’s websites, or the Service, from time to time will be subject to this Agreement, unless stated otherwise.

CERTAIN FEATURES OF THE SERVICES MAY BE SUBJECT TO ADDITIONAL GUIDELINES, TERMS, OR RULES, WHICH WILL BE POSTED ON THE SERVICE IN CONNECTION WITH SUCH FEATURES. TO THE EXTENT THOSE TERMS, GUIDELINES, AND RULES CONFLICT WITH THESE TERMS, THOSE TERMS SHALL GOVERN SOLELY WITH RESPECT TO SUCH FEATURES. IN ALL OTHER SITUATIONS, THESE TERMS SHALL GOVERN.

1. SCOPE OF USE; OTHER AGREEMENTS.

(A) The Customer’s access and use of the Service and any related user documentation (“Documentation”) shall be limited to solely its own internal security purposes, and shall otherwise be subject to and in compliance with all the terms and conditions herein. Such access and use of the Service is also restricted by and subject to further conditions in any separate agreement regarding such access and use that is between the Customer and either (i) AI Spera or (ii) one of AI Spera’s permitted resellers (in each case, referred to as “Other Agreement”), including any subscription fee, subscription term, scope of use, or other limitations, restrictions, or obligations applicable to the Customer therein. As also noted in Section 2 below, access and use of the Service may require an active paid subscription pursuant to an Other Agreement, which may be an Order Form. For those Customers using a free version of the Service, this Service is strictly limited to Customer’s internal, non-commercial security purposes.

(B) Notwithstanding anything else herein, this Agreement does not provide any rights to the Customer, including any right to access or use the Service, but for clarity, it does impose obligations on the Customer.

2. SUSPENSION AND TERMINATION.

(A) To the extent the Customer materially breaches this Agreement or any Other Agreement, or AI Spera believes in good faith that it has done so or that the Customer’s continued access and use of the Service poses a threat to AI Spera or any third party, AI Spera may, with or without notice to Customer, suspend or terminate the Customer’s access and use of the Service or this Agreement. Following any termination of this Agreement, the Customer agrees that it shall continue to be bound by this Agreement. For clarity, the Customer’s access and use of the Service may require an active subscription as set forth in an Order Form, including payment of relevant fees by or for Customer. In the absence of such an active subscription in good standing, AI Spera may at its discretion suspend or terminate any or all access or use of the Service.

(B) For paid subscriptions, the subscription term described in each Order Form will commence upon the Order Form Effective Date and continue as set forth therein (“Initial Term”) and will automatically renew for additional one-year (1) terms (each, a “Renewal Term”) unless either party has given the other party written notice of non-renewal at least ninety (90) days prior to the end of an Initial Term or Renewal Term, or as otherwise terminated in accordance with this Section 2.

(C) Upon any termination or expiration of this Agreement, all rights granted to the Customer hereunder shall terminate, and the Customer shall cease all use of the Service and Documentation.

(D) To the extent that the Customer is using any free Service, the Customer agrees that AI Spera, at its sole discretion and for any or no reason, may terminate this free Service at any time. The Customer agrees that any such termination of access to the free Service may be without prior notice, and that AI Spera will not be liable to the Customer or any third party for such termination. The Customer may terminate their use of the free Service at any time by discontinuing use of the free Service.

(E) The Customer acknowledges and agrees that they are solely responsible for retaining backup copies of Customer Data at all times; AI Spera will not provide the Customer with an export of Customer Data prior to termination of the Service.

3. RESTRICTIONS; PROPRIETARY RIGHTS.

The Customer shall not (and shall not allow any third party to): (i) except as expressly permitted by applicable law, decompile, disassemble, reverse engineer or attempt to deconstruct, identify, or discover any source code, underlying ideas or other technology, user interface techniques or algorithms of the Service; (ii) encumber, transfer, distribute, sell, disclose, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use for the benefit of any third party or otherwise use (except as expressly permitted herein) any part of the Service or Documentation; (iii) copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Service or Documentation; (iv) attempt to circumvent any fees, user limits, or timing or use restrictions that are built into the Service; (v) use the Service or Documentation in the development or marketing of any software, service, or other offering that is similar to or competes with any AI Spera offering; (vi) use any product data as a training set for machine learning or training of AI; (vii) use any robot, spider, scraper, or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, screen-scraping, data aggregating or indexing of the Service; (viii) perform, or publish or otherwise disclose the results of any benchmarking, availability, or performance testing or analyses of the Service or the Customer’s use thereof; (ix) interfere with or disrupt the Service or related servers or networks; or (x) use the product in any harmful or unlawful ways, including but not limited to misuse of credit card information or other personal information, violation of any data privacy or computer laws and regulations, or any U.S. laws or otherwise applicable, export controls, economic sanctions, or anti-corruption laws or regulations. All acts and omissions of the Customer’s employees and other personnel will be deemed to be those of the Customer, and the Customer shall be responsible therefor.

The Service is the proprietary intellectual property of AI Spera that contains trade secrets and is protected by copyright law. An API license, if available as set forth in an Other Agreement between Customer and AI Spera, authorizes Customer to programmatically access certain AI Spera data and functionality that is available as part of the Service hereunder, limited to the specific API type and API credit quota subscribed. The Customer is prohibited from reselling or otherwise distributing or disclosing AI Spera data, delivered directly or as a derived product or service, to any third parties. Unless expressly permitted by an applicable Other Agreement between the Customer and AI Spera, redistribution or copies of any part of the service is not allowed. Except for API access, the Customer’s access and use of the Service shall be via a password-protected URL designated by AI Spera. The Customer is responsible for how it accesses such URL. Each Customer user login/password for the Service is limited to use by a single named individual, cannot be shared with others, and can only be used on a single device or other login point at any time.

AI Spera retains sole and exclusive ownership of all rights, titles, and interest in and to the Service and any other technology used to provide it. Any and all enhancements, modifications, corrections, and derivative works that are made to the Service will be owned by AI Spera. AI Spera shall own all rights, titles, and interest in any deliverables created by AI Spera and provided to the Customer, and all such deliverables shall be subject to all Customer restrictions and obligations set forth herein (as if such deliverables were part of the “Service” hereunder). Notwithstanding the foregoing, the Customer retains all rights, titles, and interest in and to the Customer’s own information and data, including their ideas, processes, standards, practices, and management policies and procedures, that is input by the Customer into the Service or supplied to AI Spera (“Customer Data”). The Customer hereby grants to AI Spera a non-exclusive, royalty-free, sublicensable, perpetual, and assignable right and license to use the Customer Data anywhere in the world to provide the Service, develop and improve its offering, and otherwise in its business as it determines at its discretion.

4. CUSTOMER COMMUNICATIONS.

The Customer agrees to allow the use of their name and logo in a general list of AI Spera customers and consents to receiving communications regarding product updates, customer support, and marketing initiatives from AI Spera. Notwithstanding the foregoing, the Customer has the right to withdraw their consent to receive such commercial electronic messages at any point in time by sending an email to AI Spera at unsubscribe [at] [email protected] or by clicking the unsubscribe link at the bottom of any electronic message sent by AI Spera to Customer. You acknowledge and agree that notwithstanding your withdrawal of such consent, AI Spera shall still be permitted to send you commercial electronic messages specific to our relationship and the Services provided under this Agreement.

5. CONFIDENTIALITY.

Customer shall maintain as confidential and shall not disclose (except to its employees, accountants, attorneys, advisors, affiliates, subsidiaries, outsourcers, and third party service providers with a need to know in connection with its performance under this Agreement, and who have been advised of the obligation of confidentiality hereunder and are bound by appropriate confidentiality obligations), copy, or use for purposes other than the performance of this Agreement, any information, in any form or format, disclosed by AI Spera, or otherwise accessed or received by Customer relating to AI Spera or the Service, during the term of this Agreement that is marked as confidential (or similar) or would reasonably be considered confidential. Such confidential information which may include any information relating to AI Spera’s (or any of its affiliate’s) business affairs, trade secrets, technology, research, or development (“Confidential Information”). The Customer agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information, and in any event, the Customer applies the industry standard levels of care at minimum, and to prevent unauthorized, negligent, or inadvertent use, disclosure, or publication thereof. Notwithstanding the above requirements, the Service and Documentation will be deemed to be AI Spera’s Confidential Information. Breach of this Section may cause irreparable harm and damage. Thus, in addition to all other remedies available at law or in equity, AI Spera shall have the right to seek injunctive or other equitable relief, without any requirement to post bond, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such breach. The Customer shall be liable to AI Spera for any use or disclosure in violation of this Section by the Customer or their affiliates, subsidiaries, employees, advisors, accountants, attorneys, outsources, third party service providers, or any other related party. Confidential Information shall not include information that (a) is already known by the Customer prior to the disclosure by AI Spera; (b) becomes publicly known through no breach of this Agreement; (c) is independently developed without the use of Confidential Information and evidence exists to substantiate such independent development; (d) is information obtained from a third party, and that third party is not, in good faith belief to the Customer, under any legal obligation of confidentiality; or (e) is information for which the Customer receives written permission from AI Spera for the right to disclose, despite its status as Confidential Information.

Notwithstanding the above, this Section shall not prohibit the Customer from disclosing Confidential Information to the extent required by applicable law, rule, or regulation or the rules and regulations of the SEC or any national securities exchange, provided that Customer gives AI Spera prior written notice, as soon as is reasonably practicable, and reasonably cooperates with related requests from AI Spera. Notwithstanding anything to the contrary herein, if the Customer provides AI Spera (or its affiliates or resellers) any feedback or suggestions regarding the Service or its other offerings, including potential improvements or changes (collectively, “Feedback”), AI Spera shall be free to use, disclose, and otherwise exploit in any manner Feedback for any purpose, without any obligation of confidentiality with respect thereto. The Customer acknowledges and agrees that by providing such Feedback to AI Spera, the Customer hereby grants to AI Spera a non-exclusive, royalty-free, sublicensable, perpetual, and assignable right and license to use such Feedback in whatever way, manner, form, or media, now known or hereafter discovered, and for whatever purpose AI Spera determines at its sole discretion, anywhere in the world. Upon expiration or termination of this Agreement, the Customer shall promptly return or destroy Confidential Information, provided that, it may retain (i) a copy to track its related obligations hereunder, (ii) Confidential Information to the extent reasonably necessary for its surviving obligations hereunder or as required to be retained by applicable law, regulation, and/or audit requirements, and (iii) backup or archival copies created and maintained in the ordinary course of business pursuant to its standard policies with respect to automated archiving or back-up procedures, so long as in each of cases i-iii, for clarity, such retained information remains subject to the confidentiality obligations herein.

6. DISCLAIMER OF WARRANTY.

THE SERVICE IS ACCESSED AND USED BY THE CUSTOMER HEREUNDER “AS AVAILABLE” AND “AS-IS.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, AI SPERA AND ITS AFFILIATES HEREUNDER MAKE NO AND DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES (I) OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (II) THAT USE OF THE SERVICE WILL MEET THE CUSTOMER’S, OR ANY OTHER PARTY’S, REQUIREMENTS; (III) THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR; OR (IV) AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE.

7. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE AGGREGATE LIABILITY OF AI SPERA AND ITS AFFILIATES FOR ALL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO AI SPERA BY THE CUSTOMER, IF ANY, UNDER AN APPLICABLE OTHER AGREEMENT BETWEEN AI SPERA AND CUSTOMER (OR, IF THE APPLICABLE OTHER AGREEMENT IS INSTEAD BETWEEN AN AI SPERA RESELLER AND CUSTOMER, THEN THE TOTAL AMOUNT OF FEES PAID TO AI SPERA BY SUCH RESELLER FOR THE CUSTOMER’S USE OF THE SERVICE) WITHIN THE YEAR PRECEDING THE CLAIM.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL AI SPERA OR ITS AFFILIATES, LICENSORS, OR OTHER PROVIDERS BE LIABLE TO THE CUSTOMER OR ANY OTHER PARTY FOR DAMAGES FOR LOSS OF DATA, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT, EVEN IF AI SPERA (OR ANY OF ITS AFFILIATES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, ALL INFORMATION PROVIDED BY THE SERVICE IS PROVIDED “AS-IS”, AND AI SPERA (AND ITS AFFILIATES) SHALL NOT BE LIABLE FOR, AND CUSTOMER ASSUMES ALL RISK OF, DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO CUSTOMER’S USE THEREOF, INCLUDING ANY RELIANCE THEREON.

YOU ACKNOWLEDGE THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO MATERIALS THAT ARE OFFENSIVE, INDECENT, AND/OR OBJECTIONABLE, AND UNDER NO CIRCUMSTANCES SHALL AI SPERA, OR ITS AFFILIATES, BE LIABLE FOR SUCH CONTENT. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL AI SPERA, OR ITS AFFILIATES BE LIABLE FOR DEFAMATION, LIBEL, OR ANY SIMILAR CLAIM AS A RESULT OF THE CONTENT OR ALERTS GENERATED BY THE SERVICES.

SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE CUSTOMER, DEPENDING ON THEIR JURISDICTION.

8. INDEMNIFICATION.

The Customer will indemnify and hold harmless AI Spera, its affiliates, and their respective officers, directors, employees, agents, licensors, and other providers, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, and expenses, including attorneys’ fees (collectively, “Liabilities”) arising out of or relating to i) the Customer’s breach of this Agreement, ii) Customer Data, iii) the Customer’s violation of applicable laws, rules, or regulations; or iv) the Customer’s use of the Service (but excluding any Liabilities to the extent caused by AI Spera’s or its affiliates’ gross negligence or willful misconduct). AI Spera reserves the right to assume the sole control of the defense and settlement of any claim, action, proceeding, or suit for which the Customer is obliged to indemnify AI Spera or its affiliates. The Customer will cooperate with AI Spera with respect to such defense and settlement.

9. GENERAL.

9.1 Entire Agreement; Modification of Agreement.

This Agreement, including all Order and SOWs entered into by Customer and AI Spera pursuant hereto, is the complete and exclusive statement of the parties’ agreement and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof (provided that, for clarity, it does not supersede any applicable Other Agreement). If any provision of this Agreement conflicts with any provision of any Other Agreement, then, unless otherwise provided herein, this Agreement shall control. Any purchase orders issued by Customer shall be deemed to be for the Customer’s convenience only and, notwithstanding acceptance of such orders by AI Spera, shall in no way change, override, or supplement this Agreement. The Customer agrees that the electronic text of this Agreement constitutes a writing and their assent to the terms and conditions hereof constitutes a “signing” for all purposes. AI Spera may from time to time amend this Agreement prospectively. If it does so, it will endeavor to notify the Customer and will post the revised agreement on the Service or its website(s). The Customer agrees that their continued access or use of the Service constitutes their agreement to the amended Agreement. Except as set forth above, this Agreement may be amended or modified only by an express writing signed by AI Spera.

9.2 Waiver.

Any waiver of the provisions of this Agreement will only be effective if it is in writing and signed by AI Spera. If any provision of this Agreement is held invalid, illegal, or unenforceable, then the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A waiver of any provision, breach, or default by AI Spera or AI Spera’s delay exercising its rights shall not constitute a waiver of any other provision, breach, or default.

9.3 Independent Contractor.

AI Spera and its affiliates are independent contractors and not employees of the Customer. At no time shall the Customer make any commitments or incur any charges or expenses for or in the name of AI Spera, or be considered the agent, partner, joint venturer, employer, or employee of AI Spera.

9.4 Notices.

All notices or other communications required to be given hereunder shall be in writing and may be delivered by certified mail, return receipt requested, postage prepaid; by overnight courier; or as otherwise requested by the receiving party. Notices to the applicable AI Spera affiliate should be sent to it at 21515 Hawthorne Blvd, Suite 200, Torrance, California, 90503 (AI Spera may update this address by notice to the Customer). Notices to the Customer may be sent to any address or other contact point (including email) that the Customer may provide to AI Spera, its affiliates, or resellers.

9.5 Assignment.

Neither this Agreement, nor any rights or obligations hereunder, may be assigned, otherwise transferred or delegated by the Customer without AI Spera’s prior written consent.

9.6 Compliance with Laws.

The Customer will be responsible for compliance with all legal requirements related to its performance under this Agreement, including all applicable U.S., or other federal, state, and local laws, all applicable export laws and those laws related to the protection of data privacy, and proper use of financial and personally identifiable information. Without limiting the foregoing or any other Customer restrictions or obligations herein, the Customer represents and warrants that, during the term of this Agreement: (A) they (i) will not engage, directly or indirectly, in activities prohibited by the U.S., or other applicable, export control regulations, or regulated by the International Traffic in Arms Regulations (or local equivalent legislation or regulations) without the proper authorizations, including (a) the design or development of defense articles, (b) the provision of defense services, or (c) the development of nuclear facilities not licensed by the U.S. government, or other applicable government; chemical, biological, or nuclear weapons; or rocket, missile, or unmanned aircraft systems, or (d) terrorist activities; (ii) are not a resident or organized under the laws of Cuba, Crimea, Iran, North Korea, Syria, or Sudan, or any other location prohibited by U.S., or other applicable, law; and (iii) are not, and are not owned or controlled by, a person or entity that is the subject of any sanctions administered or enforced by any relevant sanctions authority, including the Office of Foreign Assets Control of the U.S. Department of Treasury; and (B) they will not provide any information received from the Service to, or otherwise use the Service for the benefit of, any person or entity, the identity or activity of which would violate any of Clauses (A)(i)-(A)(iii) above.

9.7 Force Majeure.

Neither AI Spera nor any of its affiliates will be responsible for any act or omission due to causes beyond its reasonable control, including acts of God, terrorism, war, riot, embargoes, fire, floods, earthquakes, or strikes (each a “Force Majeure Event”).

9.8 Governing Law and Disputes

(A) Choice of Law.

(A) Choice of Law. This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and interpreted and construed in accordance with the laws of the jurisdiction as shown in the table below, without regard to any conflict of law principles that would apply another law. The application of the United Nations Convention of Contracts for the International Sale of Goods is hereby excluded.

Location of Customer	Governing Law	Place of Arbitration
USA	California	Torrance, California
Korea, Republic of	Korea, Republic of	Seoul, Korea, Republic of
Japan	Japan	Tokyo, Japan
Singapore	Singapore	Singapore
All Other Locations	California	Torrance, California

(B) Default Approach for Disputes. Except to the extent a Customer dispute is covered by Section 9.8(C) below, the Customer hereby consents to jurisdiction and venue in any federal or state court located within California, U.S.A. The Customer shall not bring any suit, claim or other cause of action except in a court located within California, U.S.A.

(C) Approach for Disputes with Certain Customers. (I) This Section 9.8(C) applies to Customer disputes to the extent that either (a) the Customer’s principal place of business, or jurisdiction of incorporation/formation, is outside the United States in a country that is a signatory or “Contracting State” to The New York Arbitration Convention on the Recognition and Enforcement of Foreign Arbitral Awards (see http://www.newyorkconvention.org/countries), or (b) AI Spera opts, at its sole discretion, for the dispute to be covered by this Section 9.8(C). (II) AI Spera (and its affiliates) and the Customer hereby consents to resolve any applicable dispute arising out of or related to this Agreement by submission of such dispute to binding and final arbitration in accordance with the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce, by an arbitral tribunal composed of one or more arbitrators appointed in accordance with the Rules. Arbitration proceedings may be commenced by either party by providing written notice to the other party. All arbitration proceedings will be held in the location specified in the table in Section 9.8(A) (provided that proceedings may be conducted at another location or by telephone conference call with the consent of the parties and the arbitrator(s)). All arbitration proceedings will be conducted in the English language. The arbitrator(s) may render early or summary disposition of some or all issues after the parties have had a reasonable opportunity to make submissions on these issues. The parties agree that the arbitrator(s) will be empowered to grant injunctive or other equitable relief, but will have no authority to award punitive damages. The above obligation to arbitrate shall extend to any claim by or against any affiliate, agent, officer, employee, director, manager, member, or shareholder of a party. (III) Notwithstanding Clause II above, (a) either party may initiate litigation in any court of competent jurisdiction seeking any preliminary or temporary remedy in equity, including the issuance of a preliminary or temporary injunction; (b) judgment on the arbitration award granted in any arbitration hereunder may be entered in any court of competent jurisdiction (and any additional expenses incurred in enforcing the arbitration award will be charged against the party that resists its enforcement), and the parties shall have the right to seek enforcement thereof; and (c) the parties hereby consent to the non-exclusive jurisdiction of any federal or state court located in California, U.S.A., and waive any objections of improper venue or inconvenient forum in connection with Clauses (III)(a) or (III)(b) above.

9.9 Non-Solicitation.

The Customer shall not directly or indirectly solicit, employ, or engage any employee of AI Spera with whom it came into contact relating to the Service during the period of such contact and for one (1) year thereafter. If any court or other adjudicatory body determines that the foregoing provision is unenforceable because of its duration or scope, then the court or adjudicatory body has the power to reduce the duration or scope of the provision, as the case may be, so that the provision is enforceable in its reduced form. Such power includes the authority to reform the provision by rewriting it, if required, so that it conforms to applicable law and carries out the parties’ intentions under this Agreement. For purposes of the foregoing, solicit shall not be deemed to mean: (a) circumstances where an employee of AI Spera initiates contact with the Customer with regard to possible employment; or (b) general solicitations of employment not specifically targeted at employees of AI Spera, including responses to general advertisements.

9.10 Interpretation.

Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting, and “or” shall not be exclusive. The parties hereto agree that they expressly require the agreement to be entered between them, together with all related documents, drawn up, executed, and distributed in the English language only. Les parties aux présentes conviennent expressément que le contrat qu’ils concluront entre eux, ainsi que tous les documents connexes ou qui s’y rattachent, soient entièrement rédigés, signés et distribués en Anglais seulement.

9.11 Fees.

(A) For those Customers purchasing a paid Service directly from AI Spera, Subscription Fees and any other fees for professional services are specified on the Order Form. The Customer agrees to pay any pre-approved reasonable travel and living expenses incurred in connection with the provision of services under an SOW. Unless otherwise set forth on the Order Form, all fees will be invoiced upon the Effective Date of the Order Form. Payment terms are Net thirty (30) days from the date of receipt of invoice. The Customer shall be responsible for all taxes, duties, and similar charges on the fees, except for taxes on AI Spera’s income. The Customer shall pay interest on all late payments at the lesser from among (a) 1.5% per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. The Customer shall reimburse AI Spera for all costs and expenses, including attorneys’ fees, incurred in collecting any unpaid amounts owed by the Customer hereunder.

(B) For those Customers purchasing a paid Service via a Reseller (as defined below), fees and any other fees for professional services are as specified in the applicable Order Form between the Customer and the relevant AI Spera-authorized reseller (“Reseller”). The Customer and/or Reseller shall be responsible for all taxes, duties, and similar charges on the fees, except for taxes on AI Spera’s income. To the extent that the Reseller does not pay AI Spera all applicable fees when due for the Customer’s access and use of the Service and Documentation, due to the Customer’s failure to pay the Reseller, such failure shall be deemed a material breach of this Agreement by the Customer.

9.12 Third-party Content and/or Software.

(A) The Service may include references or hyperlinks to other web sites, content or resources, or email content. AI Spera has no control over any web sites or resources which are provided by such third parties. The Customer acknowledges and agrees that AI Spera is not liable for any loss or damage which may be incurred by the Customer or other users as a result of the availability of those external sites or resources, or as a result of any reliance placed by the Customer on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such web sites or resources.

(B) The Services may incorporate certain third-party software (“Third-party Software”), which is licensed subject to the terms and conditions of the third-party licensing such Third-party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third-party Software.

9.13 Survival.

Any obligations that have accrued prior to termination or expiration, and the following provisions of this Agreement, shall survive any termination or expiration hereof: Sections 1(B) and Sections 2 through 9.

IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE SERVICE AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AI SPERA, DO NOT HAVE SUCH AUTHORITY, OR YOU ARE BARRED FROM USING OR RECEIVING THE SERVICE UNDER APPLICABLE LAW.