END USER LICENSE AGREEMENT
The following End User License Agreement (the “Agreement” or “License” or “EULA”) shall be considered a legally binding agreement between Advanced Micro Devices, Inc., a Delaware corporation (hereinafter “Licensee” or “You” or “Your”), and LavenirAI LLC (“LavenirAI”, “we”, “us”, or “our”) for the use of the LavenirAI software and training modules, which may include related printed material, media and any other components and/or software modules (the “Product”). Other aspects of the Product also include, but are not limited to, software Updates and any Upgrades (both defined below) that LavenirAI may supply to You or make available to You, or that You obtain after the initial use of or access to the Product, and as such that said items are deemed part of the Product and are subject to the terms of this Agreement.
THIS PRODUCT IS PROTECTED BY COPYRIGHT LAWS, AS WELL AS ANY OTHER INTELLECTUAL PROPERTY LAWS. THIS PRODUCT IS LICENSED AND NOT SOLD.
DEFINITIONS
1.01 “Agreement” or “License” or “EULA” shall mean this End User License Agreement.
1.02 “Data Protection Laws” means all applicable laws, rules, regulations, directives and governmental requirements relating in any way to the privacy, confidentiality, security, integrity and protection of Personal Data, including without limitation the EU General Data Protection Regulation 2016/679 (the “GDPR”), the UK Data Protection Act 2018, the EU ePrivacy Directive 2002/58/EC as amended by Directive 2009/136/EC, as amended or superseded from time to time and any national implementing legislation and the California Consumer Privacy Act of 2018 (the “CCPA”), all as amended from time to time.
1.03 “Discloser” means the Party or its Affiliates disclosing Confidential Information under this Agreement.
1.04 “Learnings” means the pseudonymized data obtained from analysis of the Licensee or its authorized users’ interactions within the Product. This data is void of any personal data, personally identifiable information and Licensee Confidential Information, in accordance with data protection laws and confidentiality standards set forth in the Agreement.
1.05 “Licensee” or “You” or “Your” shall mean You, the individual or business entity licensing the Product under the terms of this Agreement.
1.06 “Licensee Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee or an authorized user of the Product. For the avoidance of doubt, Licensee Data is Licensee Confidential Information.
1.07 “Intellectual Property” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights, and other similar rights or laws.
1.08 “Outputs” means any reports, outputs and/or documentation (in each case, in human-readable form) generated by the Product based on Licensee Data uploaded to the Product by Licensee.
1.09 “Personal Data” has the meaning ascribed to it under the Data Protection Laws.
1.10 “Recipient” means a Party or its Affiliates receiving Confidential Information under this Agreement.
1.11 “Retention Period” means the longer of a thirty (30) day period commencing: (a) with the end of the applicable License term, or (b) from when the Licensee has served notice of termination in accordance with the notice provisions set out in this Agreement.
1.12 “Update” means maintenance of, or a fix to, a version of Product, including, but not limited to: a hot fix, patch, or enhancement, none of which function as a standalone service or other software package and which do not have an additional cost for any existing Licensee.
1.13 “Upgrade” means a major, standalone version of Product, which may include additional applications, features, or functionality.A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns. Words in the singular shall include the plural and vice versa.
1.14 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.15 References to articles, sections, or clauses are to the articles, sections, and clauses contained within this Agreement.
LICENSE GRANT. LavenirAI shall grant to You a non-exclusive, limited license for the use of and access to the Product subject to all the terms and conditions set forth herein. Furthermore, this EULA shall also govern any and all software Updates and Upgrades provided by LavenirAI that would replace, overwrite and/or supplement the original installed version of the Product, unless those other Updates and Upgrades are covered under a separate written license agreement, in which case the terms of that license will govern.
TERMINATION. The license granted herein shall remain in full force and effect for the term specified in Licensee’s purchase order or other written document agreed upon by the parties. If either Party commits a material breach of this Agreement, the other Party may terminate this Agreement if the breaching Party fails to cure the breach within thirty (30) days of receiving written notice of breach. Additionally, should either Party (i) be adjudged or become insolvent; (ii) have any proceedings instituted by or against it in bankruptcy, under insolvency laws, or for the Party’s reorganization, receivership, dissolution, or liquidation; (iii) make an assignment for the benefit of creditors or any general arrangement with creditors; or (iv) discontinue business or adopt a resolution calling for same, the other Party may terminate this Agreement for cause upon twenty-four (24) hours written notice. Licensee may terminate this Agreement at any time without cause by providing at least fifteen (15) days’ prior written notice to LanenirAI. Licensee also has any rights of termination stated elsewhere in this Agreement. Upon termination of the License grant, You MUST destroy any and all copies of the Product, related access links or its contents; provided, however, Licensee may access the Product after termination during the Retention Period, solely to retrieve any Licensee data.
INTELLECTUAL PROPERTY
PRODUCT CONTENT. The Product is protected by copyright and other intellectual property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any materials, data, learning, photographs, images, video animation, slides, content, case studies, forms and resources, insights dashboard, code, audio content, text, lecture and moral rights, that may be incorporated as part of the Product. Such offered content is protected by copyright laws and international treaty provisions. Therefore, offered content must be treated as any other copyrighted material, with the exception that it is allowable for You to make copies as provided by the License.
NO GRANT OF RIGHTS. Except as expressly stated herein, this Agreement does not grant Licensee any rights to LavenirAI’s content or intellectual property. Specifically, LavenirAI owns all intellectual property rights in Product.
NO RIGHT OF PUBLICITY. Each Party agrees that it will not publish or cause to be disseminated through any press release, public statement, or marketing or selling effort any information that relates to the other Party or this Agreement without the prior written approval of the other Party.
RECORDING OF PRODUCT SESSIONS; AI RESTRICTIONS; DATA BACK-UPS. Subject to Licensee specific requirements set forth below, LavenirAI records all transcripts between You and any avatar You interact with through the use of the Product and interactions with the LavenirAI technology. LavenirAI also stores limited personal information (including name, login name, login email, company name, quiz scores, negotiation scores and negotiation style results) in order to analyze the results. LavenirAI does this in order to properly provide the training service and to provide You and your employer feedback on trainee usage and competency improvement. LavenirAI shall, at all times, process all Licensee Data in accordance with the confidentiality provisions of this Agreement and applicable regulations and data protection laws. LavenirAI acknowledges that, as between LavenirAI and Licensee, Licensee owns all right, title, and interest, including all Intellectual Property Rights, in and to the Licensee Confidential Information and Licensee Data. Licensee hereby grants to LavenirAI a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display Licensee Data solely to the extent necessary for LavenirAI to provide the Product solely to Licensee, including but not limited to the provision of related support, Upgrades, Updates, Learnings, and Outputs. Any information or data created as a result of Licensee’s training of the Product shall vest with Licensee and be considered Licensee Data. LavenirAI shall maintain Licensee Data in an isolated instance, at a hosted location specified by Licensee in writing. Subject to the LavenirAI obligations listed immediately below, Licensee acknowledges and undertakes that it shall retain primary responsibility for the Licensee Data (including with respect to the backup of Licensee Data). In support of Licensee with respect to the Licensee Data, LavenirAI will (though it’s sub-processor) create backups as follows: (i) Each Licensee instance hosted in the cloud will be automatically backed up to a secondary data center within the same region using the S3 durability method; (ii) full application and data backups occur every twenty-four (24) hours; (iii) nightly backups of Licensee Data are performed, in addition to before every major upgrade of the LavenirAI Product or network system; (iv) backups are kept for a minimum of fourteen (14) days and maximum of twenty-eight (28) days, in line with deletion policies; (v) backups are signed for integrity, encrypted for confidentiality, and stored within each customer’s isolated installation; and (vi) LavenirAI will, without notice on termination of this Agreement, delete any Licensee Data that may remain in its possession or control in accordance with the Retention Period.
RESTRICTIONS ON USE. As a Licensee, You may not: (a) You may not share, distribute, lend, lease, sublicense or otherwise make available, in any manner whatsoever, to any third party the offered content; (b) Modify, adapt, create derivative works from or translate any part of the offered content other than what may be used within Your work in accordance with this License; (c) Reverse engineer, decompile or disassemble the Product, nor attempt to locate or obtain its source code; (d) Attempt to alter or remove any trademark, copyright or other proprietary notice contained within the Product; or (f) Make use of any offered content in any manner not stipulated within this EULA or the documentation accompanying the Product.
UPDATES/UPGRADES. LavenirAI shall make available all necessary Updates or Upgrades for the Product, in accordance with the terms contained within this EULA. Except as required in Section 8 below,
PAYMENT TERMS. Fees for the Product and any additional services will be as stated in the applicable purchase order or order form agreed to by the Parties in writing, or in an exhibit to this Agreement. All fees for the Product and any additional services will be priced and settled in U.S. Dollars. LavenirAI will not be entitled to any other form of payment, compensation or reimbursement related to the performance of the Product or other services unless agreed to in writing in a purchase order or order form. Payment of invoices will be due and payable thirty (30) days from Licensee’s receipt of LavenirAI ‘s itemized invoice.
TAXES. Licensee shall reimburse LavenirAI, or pay directly to the appropriate tax authority, or timely issue a valid tax exemption certificate, for applicable Taxes. LavenirAI agrees to cooperate in a reasonable manner with Licensee to minimize all value added taxes, goods and services taxes, sales and use taxes, and/or other transactional taxes legally imposed by any federal, state, local or other governmental authority upon the transactions arising out of this Agreement (“Taxes”) that are to be paid directly or indirectly by Licensee. For reimbursement of Taxes, LavenirAI will, in compliance with applicable laws, invoice Licensee for any such Taxes as separately stated items at the time the Product or other services are invoiced, and LavenirAI will timely remit collected Taxes to the applicable taxing authorities. Notwithstanding any provision of this Agreement to the contrary, if any payment to be made in respect of any invoice is subject, under the law of any foreign or domestic tax jurisdiction, to any withholding tax, Licensee shall make payment to LavenirAI of the amount owing on the invoice, less a deduction for the withholding tax, and shall account to the relevant tax authority for the withheld tax. Payments of the net sum to LavenirAI and the withholding tax to the relevant tax authority shall constitute, for purposes of this Agreement, full settlement of the amount owing under the invoice. Licensee will, upon written request from LavenirAI and at Licensee’s expense, furnish any necessary evidence that may reasonably be required to establish the payment of the withholding tax to the relevant tax authority. LavenirAI shall bear and pay all federal, state, and local taxes based upon or measured by its net income, and all franchise taxes based upon its existence or its general right to transact business. Further, LavenirAI is exclusively liable for the payment of any and all taxes and contributions for social security or social insurance, health insurance, unemployment insurance, retirement benefits, workers’ compensation insurance or benefits, life insurance, pensions, annuities, and similar benefits, and any other employment related costs, obligations, and duties that may now or hereafter be imposed by law, collective bargaining agreements, or otherwise with respect to persons performing under this Agreement. Due to state, federal or other governmental taxing authorities’ legal rights to examine a company’s books and records, either Party may allow such state, federal or other governmental authority access to this Agreement for reading purposes only, provided such authority is under a legal obligation of confidentiality. No copies of this Agreement may be retained by such state, federal or other governmental authority, except as otherwise required by law.
CONFIDENTIALITY. Recipient receiving Confidential Information from the Discloser shall protect such Confidential Information by using the same degree of care, but no less than a reasonable degree of care, it uses to prevent the unauthorized access, use, dissemination or publication of its own confidential and proprietary information as Recipient uses to protect its own confidential information of a like nature. Recipient shall not disclose any Confidential Information disclosed hereunder to any third party and shall limit disclosure of Confidential Information to only those of its employees and contractors with a need to know and who are bound by confidentiality obligations with Recipient at least as restrictive as those contained in this Agreement. Recipient may only retain, use, or disclose any Confidential Information for purposes of providing or using the Product or other services under this Agreement, as the case may be. Each Party shall be responsible for its employees’ and contractors’ adherence to the terms of this Agreement. Further, except to the extent permitted by applicable law, Recipient shall not reverse engineer, disassemble, or decompile any products, prototypes, software, or other tangible objects that embody Confidential Information. In the event that the Parties receive Personal Data under this Agreement, each Party shall comply with all Data Protection Laws and any applicable privacy and/or security exhibits in respect of all Personal Data that is received or processed as part of this Agreement. In particular, in the event that a Party acts as a processor of Personal Data originating in the European Economic Area or a service provider handling California consumers’ personal information in connection with this Agreement, it shall comply, respectively, with the requirements of Article 28 of the GDPR, and of the CCPA.
Except with respect to Personal Data, this Agreement imposes no additional obligations upon Recipient with respect to Confidential Information that Recipient can reasonably demonstrate (a) was in Recipient’s rightful possession on or before receipt from Discloser without a duty of confidentiality; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third-party without a duty of confidentiality; or (d) is independently developed by Recipient without use of or reference to Confidential Information. If Recipient receives a request, demand, subpoena or order issued by a court of competent jurisdiction or authorized governmental agency to disclose all or any part of Confidential Information, Recipient may comply with such request or demand only if Recipient promptly notifies Discloser in writing of any such requirement prior to the disclosure of Confidential Information (except where such notification is prohibited by applicable law) and reasonably cooperates with Discloser regarding Discloser’s efforts, if any, to protect against any such disclosure. Recipient may release only that portion of the Confidential Information as required by the court or agency.
Within fifteen (15) days of Discloser’s written request, Recipient shall, at Discloser’s discretion, securely destroy or return all Confidential Information except for those copies that are retained in Recipient’s standard backup system in the normal course of business, which copies shall remain subject to the provisions of this Section 10 (Confidentiality).
WARRANTIES. LavenirAI warrants that the Product and any additional services will provide all features and functionality described in LavenirAI’s written documentation or as otherwise agreed to in writing and will otherwise operate in strict accordance with the specifications described therein. If a defect or other problem arises with the Product as covered under this warranty, LavenirAI must correct the defect or problem within thirty (30) days. If LavenirAI cannot make the Product operate as warranted, License is entitled to terminate the Agreement, any Order(s) and/or SOW’s and recover any fees paid to LavenirAI in connection with the defective Product or other Services. LavenirAI further represents and warrants that (i) LavenirAI has title or authority to grant the rights and licenses specified herein; (ii) the Product does not contain source code governed by any open-source license unless the presence of such source code has been identified by LavenirAI and accepted by License in writing prior to delivery; (iii) the Product (including any Upgrades and Updates) do not and will not include any time bomb, virus, software lock, malicious logic, worm, Trojan horse or other functionality or code that is designed to delete, disable, deactivate, or otherwise adversely interfere with the use of the Product; (iv) all specifications and documentation provided by LavenirAI are, and will be continually updated and maintained so that they continue to be, current, complete, and accurate; (v) all other services will be performed in a professional and workmanlike manner in accordance with best industry standards and practices for similar services, using LavenirAI personnel with the requisite skill, experience, and qualifications, and shall provide adequate resources to meet its obligations under this Agreement.
DISCLAIMER OF OTHER WARRANTIES AND LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT:
YOU EXPRESSLY AGREE THAT USE OF THE PRODUCT IS AT YOUR SOLE RISK. THE PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LAVENIRAI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
EXCEPT FOR THE LIABILITY CARVE OUTS SET FORTH BELOW, YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO OR ARISING OUT OF YOUR USE OF THE PRODUCT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR MAINTAINING A MEANS EXTERNAL TO OUR PRODUCT FOR ANY RECONSTRUCTION OF ANY LOST DATA.
EXCEPT FOR THE LIABILITY CARVE OUTS SET FORTH BELOW, NO EVENT WILL LAVENIRAI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR FROM THE USE OF OR INABILITY TO USE THE PRODUCT EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY LICENSEE TO LAVENIRAI UNDER THIS AGREEMENT AND $10,000 THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
NOTWITHSTANDING THE LIMITATIONS SET FORTH IN THIS SECTION 13, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE LAVENIRAI’S LIABILITY ARISING FROM OR AS A RESULT OF: (I) CLAIMS FOR PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE PROPERTY, (II) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF LAVENIRAI, LAVENIRAI PERSONNEL OR ANY PERSON ACTING ON LAVENIRAI’S BEHALF, (III) LAVENIRAI’S OBLIGATIONS UNDER THE FOLLOWING SECTIONS: CONFIDENTIALITY (SECTION 10), INDEMNIFICATION (SECTION 12) AND ANY VIOLATION OF APPLICABLE DATA PROTECTION LAWS AND PRIVACY AND/OR SECURITY EXHIBIT(S).
EXPORT CONTROLS. By installing or accessing the Product, You hereby agree that You will comply with any and all applicable export laws, restrictions and all regulations of the U.S. Department of Commerce, U.S. Department of Treasury, and any other U.S. or foreign agency or authority with regards to this provision of the EULA. You expressly agree not to export or re-export, nor allow the export or re-export of the offered content in violation of any such law, restriction or regulation, including without limitation, export or re-export to any country subject to any and all applicable U.S. trade embargoes or to any prohibited destination, in any group specified in the current “Supplement No. 1 to Part 740 or the Commerce Control List specified in the then current Supplement No. 1 to Part 738 of the U.S. Export Administration Regulations (or any successor supplement or regulations).”
COMPLIANCE. LavenirAI will at all times comply with all governmental laws, statutes, ordinances, rules, regulations, orders, and other requirements applicable to it or to the provision of the LavenirAI Solutions and other Services, regardless of whether such law, statute, ordinance, rule, regulation, order, or legal requirement had taken effect upon signing this Agreement or on some later date, including without limitation such governmental requirements applicable to environmental protection, labor and employment practices – including without limitation health, safety, wages, benefits, hours, equal employment opportunity, nondiscrimination and working conditions and the prohibition of forced, indentured, bonded (including debt bondage), trafficked or slave labor – import and export control (as more specifically stated below), customs, transportation, protection of Personal Data, and anti-corruption (as more specifically stated below). In the event that Licensee’s assistance is necessary to achieve compliance with any applicable laws, regulations or other requirements, LavenirAI shall promptly notify Licensee in writing. The foregoing covenant also includes but is not limited to complying with all applicable rules with respect to the health and safety of persons and property and LavenirAI shall take all reasonable precautions to prevent the occurrence of injury to persons or property during the conduct of such work. LavenirAI will maintain an injury and illness prevention program where required by law.
AUDIT RIGHTS. LavenirAI will keep records in a reasonable manner evidencing that LavenirAI has discharged its obligations with respect to compliance pursuant to this Agreement and will allow Licensee to audit LavenirAI’s records upon reasonable notice to verify such compliance.
SERVICE LEVELS AND SUPPORT. Support will be performed by LavenirAI at no additional charge pursuant to the terms of Exhibit A attached to this Agreement. Throughout the License term, LavenirAI shall maintain a business continuity and disaster recovery plan for the Services and implement such plan in the event of any unplanned interruption of the Services. Upon reasonable request, LavenirAI will provide Licensee with a copy of such business continuity and disaster recovery plan.
ELECTRONIC SIGNATURE AGREEMENT. By selecting the “I Accept” button, you are agreeing to sign this EULA electronically. You agree your electronic signature is the legal equivalent of its manual signature on this EULA. By selecting “I Accept” you consent to be legally bound by this EULA’ terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide LavenirAI instructions electronically, or making any acceptance of any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (herein after referred to as “E-Signature”), acceptance and agreement as if actually signed by You in writing. You further agree that no certification authority or other third-party verification is necessary to validate your E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of your E-Signature or any resulting EULA between LavenirAI and You.
MISCELLANEOUS TERMS
SUCCESSORS AND ASSIGNS . This EULA, in its entirety, shall be legally binding upon and inure to the benefit of LavenirAI and You, our respective successors and permitted assigns.
SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected.
WAIVER. If there is any waiver of any breach or failure to enforce any of the provisions contained herein, it shall not be deemed as a future waiver of said terms or a waiver of any other provision of this EULA.
AMENDMENTS. Any waiver, supplementation, modification or amendment to any provision of this EULA, shall only be effective when done so in writing and signed off by LavenirAI and You.
GOVERNING LAW. This EULA shall be governed solely by the laws of the State of Arizona and of the United States. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods. In any arbitration or judicial proceeding involving Licensee and LavenirAI arising out of or relating to this Agreement, the prevailing Party will be entitled to recover all reasonable expenses associated with such proceeding, including reasonable attorneys’ fees and expenses. Any action with regard to the terms and conditions contained herein or any other matter related to the Product shall be brought solely in the courts located in the State of Arizona, County of Maricopa.
ASSIGNMENTS. You may not assign or transfer any part of this Licensee without the written consent of LavenirAI, except that, if a change of control occurs (including a sale or merger), the Party experiencing the change of control may ensure this License remains in full force and effect by providing written notice to the other Party within thirty (30) days after the change of control.
VALID AND BINDING. This Agreement constitutes a valid and legally binding obligation of the Parties, enforceable against the Parties in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles.
EFFECT OF TITLE AND HEADINGS. The title of the Agreement and the headings of Sections, and Clauses are included for convenience and shall not affect the meaning of the Agreement or the Section.
FORCE MAJEURE. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this License due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance.
Exhibit A
Support Policy
As further described below, LavenirAI will use commercially reasonable efforts to provide Customer with continued availability to the Subscription during the term of the Agreement (the “Service Availability”).
Service Disruption. LavenirAI will use commercially reasonable efforts to restore service to the Subscription as soon as reasonably practicable and will notify Customer once service is restored.
Exceptions. All scheduled maintenance will be conducted between the hours of 12:00 a.m. PST and 5:00 a.m. PST. LavenirAI at its sole discretion may plan additional scheduled maintenance or do maintenance at different dates or times. .
Support Hours. Normal hours of operation are 9:00 a.m. PST – 5:00 p.m. PST, Monday through Friday, excluding LavenirAI-observed holidays (the “Support Hours”). LavenirAI will use commercially reasonable efforts to address issues within twenty-four (24) hours outside of Support Hours.