PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY V2K AI, INC. (“V2K AI”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH V2K AI WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA V2K AI’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY V2K AI SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
1.Order Forms; Access to the Service. Upon submitting each Order Form via V2K’s standard online process, each such Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) V2K AI grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the V2K AI product(s) and/or service(s) specified in such Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with V2K AI’s applicable official user documentation for such Service (the “Documentation”).
2.Implementation. If the subscription level selected in an Order Form includes implementation assistance (“Implementation Assistance”), then upon payment of any applicable fees for such Implementation Assistance set forth in each Order Form, V2K AI agrees to use reasonable commercial efforts to provide standard Implementation Assistance for the Service only if and to the extent set forth on such Order Form. If V2K AI provides Implementation Assistance in excess of any agreed-upon hours estimate, or if V2K AI otherwise provides additional services beyond those agreed in an Order Form, Customer will pay V2K AI at its then-current hourly rates for consultation.
3.Availability. Subject to Customer’s payment of all applicable fees, V2K AI will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for scheduled or emergency maintenance. Notwithstanding the foregoing, V2K AI reserves the right to suspend Customer’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to V2K AI. Support, maintenance, and uptime for each Service will be provided in accordance with the support package selected by Customer on the applicable Order Form (if any).
4.Service Updates. From time to time, V2K AI may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that V2K AI shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that V2K AI may make improvements and modifications to the Services at any time in its sole discretion; provided that V2K AI shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
5.Ownership; Feedback. As between the parties, V2K AI retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by V2K AI for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to V2K AI with respect to the Service (“Feedback”). V2K AI acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to V2K AI a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair V2K AI’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
6.AI Features. Customer acknowledges and agrees that certain features of the Service may involve the use of artificial intelligence or machine learning. Customer further acknowledges and agrees that (i) artificial intelligence and machine learning are rapidly evolving fields, and use of the Services may in some situations result in incorrect or inaccurate information; (ii) Customer must verify the accuracy and appropriateness of any outputs provided by the Services before relying on them; and (iii) reliance upon any outputs generated by the Services without such verification could cause harm. V2K AI will use commercially reasonable efforts to comply with applicable industry guidelines for features utilizing artificial intelligence or machine learning.
7.Fees; Payment. V2K AI may, at its discretion, offer a limited version of the Services at no charge (the "Free Tier"), with the scope and usage limits for the Free Tier set forth in the Documentation or applicable Order Form. V2K AI may modify or discontinue the Free Tier at any time, provided that V2K AI will use commercially reasonable efforts to provide reasonable advance notice to Customer of any material changes or discontinuation. Notwithstanding anything to the contrary, V2K’s obligations under Section 14 (Indemnification) will not apply to Services Provided at the Free Tier. Access to features or services beyond those included in the Free Tier requires a paid subscription to the Services (the "Paid Tier") and payment of Fees as specified in the applicable Order Form. If Customer exceeds the usage limits of the Free Tier, V2K AI may, at its discretion, upgrade Customer to the appropriate Paid Tier, suspend access to the Services, or require Customer to reduce usage to within the applicable limits, and will use commercially reasonable efforts to notify Customer in advance when practicable. Customer shall pay V2K AI fees for the applicable subscription level as set forth in each Order Form (“Fees”). Unless otherwise specified herein or in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Service (excluding taxes based on V2K AI’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer’s use of the Service exceeds any pre-paid credit set forth on the Order Form, then (i) V2K AI shall invoice Customer monthly in arrears for such additional usage at the applicable rates set forth on the Order Form (or if no applicable rates are set forth on the Order Form, at V2K AI’s then-current standard rates for such usage.
8.Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any V2K AI product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii) bypass any measures V2K AI may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) use the Service to transmit unsolicited email spam, viruses, or other malware; or (x) use the Service in a manner that, in V2K AI’s judgment, may result or results in excessive bandwidth usage or that otherwise materially degrades, limits, or interferes with the normal operation of the Service for V2K AI or any of its other customers. The Services, and any data, documents or other information derived from or provided through the Services, are not designed or intended to be used as “consumer reports” or to furnish “consumer reports,” as those terms are defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. Customer shall not, and shall not permit any third party to, use any such data, documents or information (a) to determine a consumer’s eligibility for credit, insurance, employment, housing, or any other purpose that constitutes a “permissible purpose” under the Fair Credit Reporting Act, or (b) in any manner that would cause Customer to be deemed a “consumer reporting agency” or otherwise subject either party to obligations under the Fair Credit Reporting Act or similar laws. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
9.Confidential Information. From time to time during the Term (as defined below), either party may disclose or make available to the other party nonpublic information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”). For the avoidance of doubt, V2K AI’s Confidential Information includes without limitation the Services and any product roadmap information. Confidential Information does not include information that, at the time of disclosure is: (a) generally available to the public; (b) known to the receiving party at the time of disclosure without restriction; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without access to or use of the Confidential Information. As the receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to any person or entity, except to the receiving party’s employees, consultants, agents or representatives who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and (b) only use Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party will promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date such Confidential Information is first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.
10.Product Deployment. If set forth on an Order Form, the Service will be provisioned on a hosting environment provided by Customer (the “Customer Environment”). Notwithstanding anything else, if the Service is deployed in a Customer Environment, Customer acknowledges and agrees that: (a) Customer will provide V2K AI with access to the Customer Environment to allow V2K AI to install, configure, support and maintain the Service as provided hereunder, and V2K AI shall not be responsible for any issues that arise from failure to provide such access; (b) Customer is responsible for ensuring that V2K AI’s access to the Customer Environment as permitted hereunder does not conflict with or violate any agreement between Customer and any third party (including, without limitation, any third party hosting provider with respect to the Customer Environment; (c) V2K AI does not host the Customer Environment into which the Services are deployed or in which Customer Data may be stored; and (d) Customer is solely responsible for the Customer Environment, including without limitation security, backup, and disaster recovery with respect thereto. Accordingly, and without limiting the foregoing, V2K AI is not responsible to Customer for any loss, destruction, or alteration of, or unauthorized access to Customer Data or the unauthorized use of the Service except to the extent due to V2K AI’s gross negligence or willful misconduct.
11.Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not V2K AI, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to V2K AI as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). V2K AI shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. In the event and to the extent that Customer is a controller or processor of Personal Data (as defined in the DPA) that is subject to certain Data Protection Laws (as defined in the DPA), the Data Processing Addendum available at Data Processing Addendum (the “DPA”) is hereby included and incorporated into this Agreement. To the extent that the Customer Data includes any personal information, (i) V2K AI will process, retain, use, and disclose such personal information only as necessary to provide the Services hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, (ii) V2K AI agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than the foregoing purposes, or to retain, use, or disclose such personal data outside of the scope of this Agreement. V2K AI understands its obligations under applicable data protection laws and will comply with them. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. With respect to the Customer Environment, Customer further acknowledges and agrees that Customer is responsible for (i) protecting the security of all Customer credentials used to access the Customer Environment; (ii) securing the Customer Environment (with such steps to include without limitation the regular rotation of access keys and other industry standard steps to preclude unauthorized access); (iii) backing up and securing Customer Data under Customer’s control within the Customer Environment; and (iv) ensuring that V2K AI does not have access to Customer Data that is not necessary for V2K AI to perform its obligations hereunder, and Customer expressly assumes the risks associated with the foregoing responsibilities. Upon any termination or expiration of an applicable Order Form, Customer will permit V2K AI to access the Customer Environment to remove all V2K AI property, including but not limited to the Services. Notwithstanding anything to the contrary, Customer acknowledges and agrees that V2K AI may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, retain and make available Aggregated De-Identified Data for V2K AI’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing V2K AI’s products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by V2K AI in connection with Customer’s use of the Service, but only in aggregate, de-identified form which can in no way be linked specifically to Customer.
12.Vendor Integrations. Customer acknowledges and agrees that (i) the Service may integrate with, connect to, or otherwise use platforms, products or services operated or provided by third parties (e.g., other vendors of Customer) (“Vendor Integrations”), including via use of application programming interfaces (APIs) provided by such Vendor Integrations, (ii) the availability and operation of the Service or certain portions thereof may be dependent on V2K AI’s ability to access such Vendor Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Vendor Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Vendor Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless the V2K AI for all claims, damages and liabilities arising out of Customer’s use of any Vendor Integrations in connection with or through the Service. Customer is solely responsible for procuring any and all rights necessary for it to access Vendor Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions. V2K AI cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Vendor Integrations and does not make any representations or warranties with respect to Vendor Integrations.
13.Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, V2K AI may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with V2K AI’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) V2K AI shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, V2K AI shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) V2K AI shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by V2K AI to Customer, including any assistance in exporting the Customer Data, shall be billable at V2K AI’s standard rates then in effect.
14.Indemnification by Customer. Customer shall defend, indemnify, and hold harmless V2K AI from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to: (i) Customer's violation of any term of this Agreement relating to the Service, including any breach of any representation, warranty, covenant or agreement; (ii) Customer's violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right relating to use of the Service; (iii) any claim that any material or content Customer uploaded or published on the Service caused damage to a third party; or (iv) Customer's gross negligence or willful malfeasance in using the Service.
Indemnification by V2K AI. V2K AI shall defend, indemnify, and hold harmless Customer from and against all Losses paid or payable to an unaffiliated third party, arising solely from any claim by a third party that the Service infringes, violates, or misappropriates any intellectual property right of such third party. The foregoing obligations of V2K AI do not apply (A) with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (1) not created or provided by V2K AI (including without limitation any Customer Data), (2) made in whole or in part in accordance to Customer specifications, (3) modified after delivery by V2K AI, (4) combined with other products, processes or materials not provided by V2K AI (where the alleged claim arises from or relates to such combination), (B) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, (C) to the extent claims arise from Customer’s breach of this Agreement, or (D) to the extent claims arise from Customer’s gross negligence or willful malfeasance in using the Service.
Procedures. As a condition of claiming indemnification hereunder, the party seeking indemnification (the “Indemnitee”) shall provide the indemnifying party (the “Indemnitor”) with: (x) prompt written notice of any actual or potential claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).
15.Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, SUITABILITY, THE AVAILABILITY OR QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE VIA THE SERVICE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY V2K AI AND ITS LICENSORS AND SUPPLIERS. V2K AI, AND ITS LICENSORS AND SUPPLIERS MAKE NO REPRESENTATION, WARRANTY OR ASSURANCE TO THE CUSTOMER THAT THE SERVICE WILL BE ERROR-FREE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC. CUSTOMER AGREES CUSTOMER IS RESPONSIBLE FOR THE CONDUCT OF ALL USERS OF ITS ACCOUNT. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL CONTENT THAT IS CREATED, TRANSMITTED, STORED, OR DISPLAYED BY, FROM, OR WITHIN CUSTOMER’S ACCOUNT WHILE USING THE SERVICE AND FOR ANY CONSEQUENCES THEREOF.
16.Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF THE SECTION ENTITLED “RESTRICTIONS”, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN OR OF ANY OF CUSTOMER’S CONTENT, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE LESSER OF (X) TEN THOUSAND ($10,000) DOLLARS OR (Y) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO V2K AI HEREUNDER IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. NOTWITHSTANDING THE FOREGOING, V2K AI SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO SERVICES PROVIDED AT THE FREE TIER.
17.Miscellaneous. This Agreement (including all Order Forms) represents the entire agreement between Customer and V2K AI with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and V2K AI with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) V2K AI may utilize subcontractors in the performance of its obligations hereunder. Customer agrees that V2K AI may use Customer’s name and logo to refer to Customer as a customer of V2K AI on its website and in marketing materials. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.