Terms of service

To begin using the Service, Customers will create a customer profile by providing basic data about themselves (“Customer Profile”), and will provide parameters about a proposed project, including any data, models, or tools you would like aiXplain or a Specialist to apply to your proposed project (“Project Profile”). The Customer Profile and Project Profile are Your “Customer Data.”

The Service will search Customer Data and aiXplain’s Specialist database in order to provide Customers with recommendations for a Specialist relevant to a Customer’s proposed project. Such recommendations may be based on a variety of factors, including but not limited to budget, years of experience, project scope and parameters, timeline, Specialist reviews and the like. Specialists may also search aiXplain’s Project Profile database to reach out to Customers and recommend themselves.

In either case, the choice of which Specialist (if any) is assigned to a Project is entirely Customer’s choice.

2. Engaging Specialist.

An engagement must be finalized before a Specialist will begin work on a Customer’s proposed project. To finalize an engagement, Customer and the Specialist of Customer’s choice must mutually agree to the proposed project scope, timeline, and cost; and also must also agree on an output of the proposed project, the definition of which the Customer is solely responsible (the “Deliverables”). To facilitate such an agreement, aiXplain will provide the Customer with a summary of all of the above details (a “Project Proposal”). By accepting the Project Proposal, You as a Customer have entered into a legally binding contract to hire the Specialist to undertake the Project Proposal to produce the Deliverables.

Prior to Specialist providing Customer the Deliverables, either Customer or Specialist may request changes in the Deliverables by preparing and submitting to each other a completed, proposed change request for the other party’s written approval, setting forth in detail the requested changes (“Change Request”). In the event that changes to a Project Proposal cause an increase or decrease in the costs or time required for the performance of the Project, the Project Proposal shall be modified via the Services accordingly to reflect a mutually agreed adjustment in the compensation, price and/or delivery schedule, including any change in fees reflecting the inclusion, deletion, or substitution of Deliverables and Specialist’s direct costs of processing such change. Upon acceptance by both Customer and Specialist of the Change Request, the the Customer and Specialist shall undertake the changes described therein. Such changes shall be reflected in an updated Project Proposal.

3. Delivery and Acceptance.

Customer shall inspect the Deliverables upon delivery, and if the Deliverables fail to materially comply with the Project Proposal through no fault of Customer’s, Customer may reject them by explaining such failure in written detail within three (3) business days (“Rejection”). If no such Rejection is received within three (3) business days, Customer is deemed to have accepted the Deliverables.

Upon Rejection, Customer has no right to use or disclose the Deliverables for any purpose (other than to cooperate in good faith with Specialist to facilitate Specialist’s inspection) until Resolution. Also, while Resolution is pending, Customer’s account with the Service may be temporarality limited, during which time Customer may not solicit or engage future proposed projects, and any other Specialists with whom Customer may be concurrently engaged on the Service may be notified for informational purposes; and Customer agrees that such other Specialists may suspend their work with Customer’s projects at such Specialist’s option until Resolution.

Upon receipt of Rejection, Specialist will have the opportunity to inspect, evaluate and test the Deliverables at Customer’s premises or at any other location agreed by Customer and Specialist. No inspection or any other actions by third parties are authorized or will be paid for by Specialist without Specialist’s prior written consent.

After Specialist’s inspection, Specialist must provide a Resolution within a reasonable period of time. “Resolution” means, at Specialist’s option (i) the repair or replacement of the Deliverable (at Specialist’s expense), or (ii) a refund equal to the purchase price of the Deliverable in lieu of any obligation to repair or replace Deliverables (at Specialist’s expense), or (iii) the reasonable good faith determination that rejection was improper documented in writing and delivered to Customer, in which case, the deliverable will be deemed “accepted.” Customer will be responsible for all expenses incurred by Specialist arising from improper rejection. Customer’s sole and exclusive remedy, and the entire liability and obligation of Specialist and its third-party vendors for any rejection is to provide a Resoultion.

Customer Rejection history will become part of each Customer Profile and made available to to Specialists during the engagement process. Resolution history will become part of each Specialist Profile, and be make available to Customers during the engagement process. aiXplain may use improper Rejections and unsatisfactory Resolutions as grounds for Service account limitations including termination.

4. Compensation.

Within 10 days of Customer’s receipt of invoice from aiXplain, Customer shall make complete and timely payment of all amounts authorized in the Project Proposal.

An Engagement reaches “Completion” upon (a) acceptance or Resolution, and (b) aiXplain’s receipt of all amounts due and payable to aiXplain hereunder.

Customer shall provide supporting documentation as may be reasonably requested by aiXplain to establish the accuracy of the Customer Invoice. In the event of any dispute regarding any Customer Invoice, the disputed portion of the Customer Invoice will be payable upon resolution of the dispute.

Failure to pay any undisputed amount when due will be deemed a material breach. Customer shall have fifteen (15) days to cure such breach, otherwise undisputed past due amounts will be subject to the maximum legal rate of interest or one and one-half percent (1.5%) per month, whichever is less. Customer shall pay all costs and expenses incurred by aiXplain as a result of non-payment or delinquent payment by such Customer, including without limitation collection costs, interest, and reasonable attorneys’ fees. If Customer defaults on any payment obligation to aiXplain, or if aiXplain has reasonable doubt as to Customer’s credit worthiness, aiXplain or Specialist, if applicable, in their sole discretion, may suspend production or shipment of the Deliverables. aiXplain and Specialist, if applicable, may further pursue any remedies available at law or equity available. If Customer refuses to accept shipments in accordance with the Project Proposal, Specialist will further have the right, in addition to all other available rights and remedies, to suspend performance, terminate the project, withhold further deliveries, and declare all unpaid amounts for Deliverables previously delivered immediately due and payable.

Taxes. All pricing excludes all sales, use, excise, value-added, and other similar taxes, charges and duties (including import and export duties).

5. Relationship of Parties.

aiXplain is not a party to any Engagement.

Your relationship with aiXplain and with any Specialist in connection with this Agreement shall be that of non-exclusive, independent contractors, and nothing in this Agreement should be construed to create a partnership, joint venture, employer-employee relationship, or any ability of a party to bind another for any reason.

6. Intellectual Property.

Specialist Intellectual Property. Specialist may use its preexisting proprietary computer software, methodology, techniques, software libraries, tools, algorithms, materials, products, ideas, skills, designs, know-how, or other intellectual property, including patents and trade secrets (“Intellectual Property”) owned by Specialist. Specialist may also modify or further develop such Intellectual Property in the performance of the Project. All proprietary rights to such Intellectual Property in each Deliverable (the “Specialist IP”) are the sole and exclusive property of Specialist.

Work Made for Hire. Excluding Specialist IP and subject to this Agreement, Deliverables are work made for hire, as that term is defined in the US Copyright Act, and Specialist hereby assigns to Customer all right, title, and interest it may have in the Deliverables.

Customer License Rights. Upon Completion, Specialist hereby grants to Customer under Intellectual Property owned or licensable by Specialist a limited, worldwide, paid-up, nonexclusive, nontransferable, and perpetual right and license to use, distribute, sublicense, execute, display and perform any Specialist Intellectual Property but only to the extent that it has been included by Specialist in the Deliverables, and only as part of each Deliverable.

Restrictions. Customer shall not copy, use, modify, or distribute any Specialist Intellectual Property except as expressly licensed herein. Customer shall not use the Specialist Intellectual Property separate from the Deliverables or cause or permit the modification, distribution, reverse-engineering, decompilation, disassembly, or other translation of the Specialist Intellectual Property. Customer shall not, where applicable, alter, change, or remove from the Specialist Intellectual Property any identification, including copyright and trademark notices, and shall include these markings on any copies.

Rights upon Project Completion. Customer may create or develop Customer’s own source code to utilize the Deliverables; provided however that Customer may not cause any portion of Specialist Intellectual Property, or any derivative thereof, to become subject to all or part of the license obligations or other intellectual property rights or restrictions of any third party, including any open source software requirements, and will not cause any portion of the Specialist Intellectual Property, or any derivative thereof to be: (i) disclosed or distributed in source code form, or (ii) be licensed to third parties for the purpose of making derivatives of such software, or (iii) be redistributed free of charge.

aiXplain License Rights and License Fees. To further develop, improve and market the Services, Customer hereby grants to aiXplain, a limited, perpetual, irrevocable, world-wide, license (including the right to sublicense) to host, make copies of, distribute, use, and run analytics on Customer Data and, to the extent licensable by Customer, the Deliverables as part of the Services. The forgoing license shall be paid up, however such sublicensing via the Service shall entitle Customer to eighty percent (80%) of fees collected via the Service for such sublicensed material.

Use of Trademarks. You hereby permit aiXplain to use, display, have displayed, and distribute Your trademarks, logos, services marks or trade names (“Marks”) in its marketing and advertising, but only to identify You as a customer and only during the Term and thereafter for historical references only. For the avoidance of doubt, no new marketing collateral may be created using Your Marks after the Term.

Open Source Software. To the extent Deliverables contain free or open source software (collectively, “OSS”), they may be subject to separate third party OSS licensing terms and conditions (“OSS-Terms and Conditions”). Customer shall comply with with all relevant OSS-Terms and Conditions. Such obligations may include, for example, documentation obligations or obligations to provide the source code of any software in which the OSS has also been integrated. Specialist shall provide an overview of all OSS-components contained in the Deliverables, as well as a reference to the applicable set of OSS Terms and Conditions. Customer shall not combine Deliverables with any OSS which would result in the Deliverables becoming subject to the terms of an OSS license. For any software provided to Specialist by or on behalf of Customer, Customer shall disclose in writing references to the appliable sets of OSS-Terms and Conditions, and third-party software included in such software, at the time of delivery of such software to Specialist. Customer shall indemnify Specialist for all costs, expenses and damages caused by Customer’s failure to disclose relevant OSS-Terms and Conditions and/or third-party license terms in software provided by Customer, directed by Customer or on behalf of Customer.

No Other License or Use Right. Unless specifically provided herein, neither party grants any other licenses, express or implied.

7. Confidentiality And Data Protection.

a.

“Confidential Information” means all nonpublic information that is disclosed during the the Term by a Party hereto (the “Disclosing Party”) to another Party hereto (the “Recipient”). Confidential Information includes, but is not limited to documents, drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, software, prototypes, samples, methodologies, formulations, trade secrets, patent applications, know-how, experimental results, specifications and other business information. Confidential Information does not include information that (i) is generally known, or readily ascertainable by proper means, by the public other than through a breach of this Agreement by the Recipient; (ii) was known by or in the possession the Recipient at the time of disclosure as shown by the Recipient’s files and records prior to the time of disclosure, otherwise than as a result of any improper act or omission of Recipient; (iii) is rightly received by the Recipient from a third party not subject to any nondisclosure obligations with respect to the Confidential Information; or (iv) is independently developed by Recipient without reference to the Confidential Information.

b.

The Recipient will use Confidential Information only in connection with its performance under this Agreement and shall at all times use a reasonable degree of care to maintain the secrecy of Confidential Information. The Recipient agrees to limit disclosure of Confidential Information to employees and employees having a specific need to know such Confidential Information in furtherance of its performance under this Agreement, and only to persons bound by contract to maintain the confidentiality of such information. Recipient shall not without Disclosing Party’s prior written consent reverse engineer, disassemble or decompile any prototypes, software or other objects which embody the Disclosing Party’s Confidential Information to obtain access to Disclosing Party’s trade secrets and to the extent such consent is granted, Recipient shall receive and hold such Confidential Information subject to the terms of this section. Recipient shall provide written notice to Disclosing Party without undue delay of any misuse or misappropriation of Confidential Information, which may come to the attention of Recipient. The Recipient shall cooperate with and aid the Disclosing Party in mitigating and preventing the unauthorized use and disclosure and any furtherance thereof.

c.

If Recipient is validly ordered or required by government authority or court or competant jurisdiction to disclose any Confidential Information, Recipient shall promptly notify Disclosing Party of such so that Disclosing Party may have the opportunity to contest the disclosure, including seeking a protective order, or waive Recipient’s compliance with this Agreement. If Recipient is, in the reasonable and documented opinion of its counsel, compelled to disclose any Confidential Information, Recipient may do so to the limited extent required by such opinion.

d.

The Confidential Information provided by the Disclosing Party shall not be copied or reproduced without the Disclosing Party’s prior written permission, except for such copies as may reasonably be required for its performance of its obligations under this Agreement or a Project. Upon the termination of this Agreement, or conclusion of a Project, Recipient shall, within ten days of such termination or expiration, return to the Disclosing Party (or its designees) or certify as destroyed (at the option of the Disclosing Party) all Confidential Information and all copies thereof (other than copies retained in automatic back-up and archive systems), provided however that Recipient shall be entitled to retain one copy of the Confidential Information with its legal counsel or other appropriate corporate representative to evidence the exchange of information hereunder and in connection with legal or statutory requirements or to address issues arising out of this Agreement or a Project. All such retained copies shall remain subject to this Agreement.

8. Termination and Expiration.

a.

Termination for Cause. Either Party may terminate this Agreement, effective upon written notice to the other (the “Defaulting Party”) if the Defaulting Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.

b.

Expiration. Unless terminated earlier in accordance with the terms hereof, this Agreement will remain in force as long as You have an active account with aiXplain (the “Term”). You may cancel your account at any time, but such cancellation will not take effect until You have completed all current Project Proposals.

c.

Effect of Expiration of Termination. Upon termination of this Agreement, You shall discontinue use of the Services, and shall pay to aiXplain any amounts due for Deliverables completed prior to the date of termination.

d.

Survival of Terms. All payment obligations and Sections 4 – 13 shall survive termination or expiration of this Agreement and Statement of Work, provided that the parties agree and understand that this Agreement shall survive until the termination of the last Statement of Work.

9. Representations and Warranties.

a.

Customer expressly acknowledges that neither Specialist nor aiXplain is responsible or liable for: (a) products, software, services, components or systems that Specialist has not supplied; (b) products, software, services, components originating from third parties that are supplied by Specialist under or at the direction of Customer; (c) any end product or software in which the Deliverables are installed or incorporated as a component or subpart; or (d) conditions, changes, alterations, additions or applications to or for Deliverables, unless made or specifically authorized in writing by Specialist. Specialist shall have no liability, obligation or responsibility for components and systems over which Specialist has no control.

b.

Specialist warrants that the Project will be performed in a professional and workmanlike manner, consistent with commercially reasonable standards in the industry, and at all relevants times has the full right and authority to perform the Project.

c.

Each Party represents and warrants it has the authority to enter and perform this Agreement.

d.

EXCEPT FOR ITS REPRESENTATION AND WARRANTY REGARDING ITS AUTHORITY TO ENTER AND PERFORM THIS AGREEMENT, AIXPLAIN MAKES NO OTHER WARRANTY OR REPRESENTATION TO YOU, EITHER EXPRESS OR IMPLIED, AND TO THE FULLEST EXTENT PERMITTED BY LAW, AIXPLAIN SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ANY OTHER WARRANTIES ARISING FROM OR OUT OF ANY COURSE OF DEALING, USAGE OF TRADE, SPECIFICATION, PROPOSAL, PERFORMANCE OR CUSTOM, AND ANY STATUTORY WARRANTY ON HIDDEN OR LATENT DEFECTS.

e.

FURTHER, SPECIALIST MAKES NO WARRANTY OR REPRESENTATION TO CUSTOMER, EITHER EXPRESS OR IMPLIED, AS TO THE RESULT OF ANY MACHINE LEARNING ALGORITHM DELIVERED AS PART OF A DELIVERABLE.

10. Indemnification.

a.

Customer Indemnification. Customer shall indemnify and defend aiXplain, Specialist and their employees, officers and directors (“Specialist Indemnified Parties”) from all cost, loss, damage, liability, or expenses of whatsoever nature, including reasonable attorney’s fees, which are finally awarded by a court of competent jurisdiction (“Losses”), arising from or in any way connected with any proceeding (legal or equitable) or claim brought or asserted by a third party against the Specialist Indemnified Parties based on, relating to, arising from, or resulting from: (i) any use or distribution of the Deliverables by Customer other than in a manner authorized in writing by Specialist; (ii) any modification or alteration of Deliverables by Customer; or (iii) based on software, data, hardware or other materials, provided by Customer to Specialist Indemnified Parties, infringing or misappropriating third party Intellectual Property; or (iv) the illegal conduct of Customer.

b.

Specialist Indemnification. Specialist shall indemnify and defend aiXplain, Customer and their employees, officers and directors (“Customer Indemnified Parties”), from all Losses, arising from or in any way connected with any proceeding (legal or equitable) or claim brought or asserted by a third party against the Customer Indemnified Parties based on: (i) the Deliverables, or any part thereof, as delivered by Specialist, infringing or misappropriating any third party Intellectual Property, or (ii) any claims that Customer Indemnified Parties’ distribution of the Deliverables as contemplated by this Agreement or applicable Project requires Customer Indemnified Parties to license any of Customer Indemnified Parties’ proprietary code under an open source license, or (iii) the illegal conduct of Specialist.

The foregoing indemnity shall not apply to any claim to the extent resulting from any modification or alteration of the Deliverables by Customer Indemnified Parties, any claim to the extent the application or use of the Deliverables by Customer Indemnified Parties not in accordance with written documentation, or any claim based on or relating to Specialist’s written instructions from Customer Indemnified Parties directing the specifics of development of the Deliverables, or any claim based on or relating software, data, hardware or other materials provided by Customer.

c.

Indemnification Procedure. The indemnified party must notify the indemnifying party of any claim in writing within 30 days of learning of the claim. The indemnifying party shall have full control over the defense of such claim (after acknowledging and accepting such indemnification obligation). The indemnified party agrees to provide the indemnifying party with assistance and information in the indemnifying party’s control as required to assist the indemnifying party in defending claims under this section. The indemnifying party further agrees to reimburse the indemnified party for reasonable third party expenses incurred by the indemnified party providing such assistance.

11. Limitation of Liability.

a.

No Liability. IN NO EVENT SHALL A PARTY BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF USE, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b.

Maximum Liability; Direct Damages. EXCEPT FOR INDEMNITY OBLIGATIONS UNDER SECTION 9, IN NO EVENT SHALL AIXPLAIN OR YOUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR ANY PROJECT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE PURSUANT TO THE APPLICABLE PROJECT UNDER WHICH THE CLAIM ARISES OR RELATES IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL AIXPLAIN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR ANY PROJECT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED US$100,000.

12. Compliance with Laws.

a.

In its performance under this Agreement and any Project, You shall comply with all applicable laws of countries and regions in which You operate, including, but not limited to, environmental, labor, child labor abuse, forced labor, working environment, anti-trust, unfair competition, consumer protection, and privacy laws and regulations.

b.

You shall comply with any export control requirements imposed by United States law and will take any actions necessary to ensure that You remain compliant with United States law with respect to transactions under this Agreement. You will require compliance with the same condition by Your subsidiaries, contractors, service providers, agents, carriers, and freight forwarders and ensure their compliance. You agree that neither You nor Your contractors, service providers, agents, carriers, and freight forwarders will directly or indirectly export, reexport, transfer, or release, or cause to be exported or re-exported (“Export”), any such product/technical information or materials to any destination or entity prohibited or restricted under U.S. law including but not limited to U.S. government embargoed or sanctioned countries or entities, unless it shall obtain prior to Export an authorization from the applicable U.S. government agency either in writing or as provided by applicable regulation. The terms of this Export compliance assurance shall survive and continue in effect upon termination of the Agreement.

13. Modifications.

aiXplain may modify this Agreement at any time by posting a revised version via the Services or by otherwise notifying You in writing. The modified terms will become effective upon such posting or notification. By continuing to use the Service after the effective date of any modifications to this Agreement, You agree to be bound by the modified terms. It is Your responsibility to check the Services regularly for modifications to this Agreement.

14. General.

a.

Force Majeure. To the extent that Your or aiXplain is not able to perform an obligation under this Agreement or any Project, due to fire, flood, earthquakes, acts of God, severe weather conditions, national, state or municipal emergencies, political revolutions, epidemics, pandemics, labor disputes, war or other violence, acts of terrorism, any law or order of any governmental agency, or other cause beyond that party’s reasonable control (each a “Force Majeure Event”), that party may be excused from such performance so long as such party provides the other party with prompt written notice describing the condition and takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed. If any Force Majeure Event continues for thirty (30) days, either party may give notice in writing to the other Party to terminate this Agreement or any Project with immediate effect subject in all respects to the terms of Section 6(c).

b.

Assignment; Binding Effect. You may not assign Your rights or delegate Your duties under this Agreement or any Project either in whole or in part without the prior written consent of aiXplain. Any attempted assignment or delegation without such consent will be void. This Agreement and any Projects shall be binding upon and shall inure to the benefit of the successors, assigns, executors, administrators and heirs of the parties.

c.

Attorneys’ Fees. If any action is necessary to enforce the terms of this Agreement between Customer and Specialist, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.

d.

Consultation with Counsel. YOU ACKNOWLEDGE THAT YOU HAVE BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH COUNSEL OF YOUR CHOICE BEFORE EXECUTING THIS AGREEMENT AND ARE DOING SO WITHOUT DURESS, INTIMIDATION, OR COERCION AND WITHOUT RELIANCE UPON ANY REPRESENTATIONS, WARRANTIES OR COMMITMENTS OTHER THAN THOSE REPRESENTATIONS, WARRANTIES OR COMMITMENTS SET FORTH IN THIS AGREEMENT. ANY AMBIGUOUS LANGUAGE IN THIS AGREEMENT WILL NOT NECESSARILY BE CONSTRUED AGAINST ANY PARTICULAR PARTY AS THE DRAFTER OF THE LANGUAGE.

e.

Choice of Law; Arbitration. This Agreement and all disputes arising out of or related thereto shall be governed by the laws of the State of California, except for its choice of law rules; the United Nations Convention on the International Sale of Goods shall not apply. You acknowledge that this Agreement evidences a transaction involving interstate commerce. You shall first endeavor to resolve through good faith negotiations any dispute arising under or related to this Agreement. If a dispute cannot be resolved through good faith negotiations within a reasonable time, You may request non-binding mediation by a mediator approved by aiXplain.

If mediation fails to resolve the dispute within thirty (30) days after the first mediation session, then, upon notice by either party to the other, any and all disputes, controversies, differences, or claims arising out of or relating to this Agreement (including the formation, existence, validity, interpretation (including of this Arbitration clause), breach or termination thereof) shall be resolved exclusively through binding arbitration, except that either party shall have the right, at its option, to seek injunctive relief, under seal to maintain confidentiality to the extent permitted by law in courts located in Santa Clara County, California, or pursuant to the American Arbitration Association Commercial Rules for Emergency Measures of Protection. A request to a court of competent jurisdiction for such interim measures shall not be deemed incompatible with, or a waiver of, this agreement to arbitrate. You agree that any ruling by the arbitration tribunal on interim measures shall be deemed to be a final award for purposes of enforcement. The arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the AAA as amended from time to time, except as modified by this clause or by mutual agreement, and shall be governed by the United States Federal Arbitration Act. The arbitration shall be conducted in San Jose, California, and the language of the arbitration shall be English. The arbitrators’ award shall be final and binding. The arbitrators shall issue a written opinion setting forth the basis for the arbitrators’ decision. The written opinion may be issued separately from the award by the arbitrators where necessary to preserve confidentiality, in the arbitrators’ discretion. You shall bear Your own fees and costs, and one half the cost of the arbitration hearing fees, and the cost of the arbitrator, unless the arbitrators find the claims to have been frivolous or harassing, which may include an award of legal fees and costs. The arbitrators shall have no authority to award punitive damages or any other damages excluded herein, to the maximum extent permitted by law. Except as may be required by law, You, nor Your counsel, nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the other party.

f.

Notices. All notices and correspondence pertaining to this Agreement will be delivered by electronic delivery to Your email address registered with aiXplain. For notices to aiXplain, such notice may be delivered to legal@aixplain.com.

g.

Entire Agreement. This Agreement, together with any addenda hereto and other documents incorporated by reference, constitutes the entire agreement of the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, written or oral.

h.

Waiver; Severability. The waiver of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any provision hereof. In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be void or unenforceable, such provision shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed severed and deleted from this Agreement while the remaining terms and provisions of this Agreement shall remain in full force and effect.