TERMS AND CONDITIONS

By entering into a commercial terms form over Company’s website (“Order Form“), the customer expressly acknowledges and agrees, on behalf of itself or its organization (“Customer“), it is entering into a legal agreement with Scytale AI Inc. (“Company“) and it has understood and agreed to comply with, and be legally bound by, these terms and conditions (the “Terms“).

These Terms and all executed Order Forms (collectively referred to as the “Agreement”) represent the parties’ entire understanding regarding the Platform and Services (as such as such terms are defined below) and shall govern over any different or additional terms of any order document and no terms included in any such document shall apply to the Services unless such different terms are stated specifically in a mutually signed Order Form.

1. Introduction

   1. This Agreement governs Customer’s access and use of the Company’s web-based, data security compliance platform (the “Platform”) and the provision of the managed services identified in the Order Form (“Managed Services”), to the extent applicable. The Platform and the Managed Services shall collectively be referred to as “Services”.
   2. The Platform enables its Customer to collect data from the Customer’s systems, automatically and through integrations and manual uploads, for the purpose of monitoring their compliance status, generating applicable data security policies and procedures, risk assessments, controls, information assets mapping, security awareness training, access control, change management, monitoring activity and additional related services. The Platform includes a dashboard that provides the Customer with an overview of its compliance efforts, offering insights, guidance, recommendations, and actionable steps (“Customer’s Insights”). 
   3. The Managed Services include, but are not limited to, internal audits, compliance expert consultation and gap analysis. In addition, the Managed Services include penetration testing services (“Penetration Testing Services”), which enable the Company to identify vulnerabilities and weaknesses in the Customer’s organization systems and networks.  
   4. Customer may not use the Services and may not accept this Agreement if it is an entity barred from receiving the Services and/or accessing the Platform under any applicable law.
   5. If Customer is agreeing to be bound by this Agreement on behalf of its employer or other entity, Customer represents and warrants that it has full legal authority to bind its employer or such entity to this Agreement. If Customer does not have the requisite authority, it may not accept the Agreement or use the Services on behalf of its employer or other entity.

2. License; Services

   1. Subject to Customer’s compliance with these Terms, including the timely payment of all applicable Fees (as defined below), Company shall provide Customer with the Services in accordance with the applicable Order Form. To the extent applicable, Company hereby grants to Customer, during the applicable Term, a limited, non-exclusive, non-transferable, non-sub-licensable license to access and use the Platform solely by its Authorized Users (as defined below) and receive the Services for Customer’s internal business purposes.
   2. Customer is solely responsible for providing equipment, infrastructure, servers and all third-party software and licenses required for its use of the Platform. Customer is responsible for all fees charged by third parties related to its access and use of the Platform (e.g., charges by internet service providers). Customer hereby represents and warrants that it has or will obtain prior to using the Platform any authorizations and consents required in order to use the Platform.
   3. Customer is responsible for providing the Company with access to all information, such as records and documentation, as well as access to the Customer’s systems and any additional information that the Company may request for the purpose of performing the Services. The successful provision of services by the Company depends on the Customer’s active collaboration and cooperation with the Company. The Company shall not be liable for any delays or failures in the performance of the Services that result from the Customer’s failure to comply with the obligations set forth in this section.
   4. Customer shall not make any copies of the Platform or Services and is expressly prohibited from providing the Platform or any portion thereof, or access thereto, to any third party, except as otherwise agreed to by Company in writing. 
   5. The Services shall include features, functionalities, capabilities, tools, services, and components powered by artificial intelligence technologies (“AI Features”). The Company hereby recognizes that AI technology, particularly generative AI, is a novel and evolving field. The output generated and returned by the AI Features and includes but not limited to data analytics, insights and AI chat (“Output”) are based on the data provided by Customer or otherwise users’ queries (“Input”). There may be unknown risks, and the technology’s safeguards may not be comprehensive. The Customer assume full responsibility for any risks arising from its use of AI Features, including but not limited to: (i) ensure the use of AI Features and its use of such adheres to all applicable laws and regulation and that AI Features will be used only in approved jurisdictions and solely for Customer’s business purposes; (ii) the lawfulness of all Inputs; (iii) all decisions, actions, or inactions arising from use of the AI Features, including, without limitation, ensuring such decisions, actions, or inactions comply with applicable laws, regulations, and other legal requirements related to data protection, intellectual property, and the use of artificial intelligence. The Customer acknowledges that AI Features Outputs may not always be accurate or appropriate and may not be unique across users, and Customer is responsible for implementing reasonable practices, including human oversight, to guard against Outputs being used in an unsuitable or unlawful way or in violation of the rights of others. The AI Features are provided and processed by third-party providers (“Third Party Providers“). The Inputs and Outputs may be retained temporarily by the Third-Party Provider as part of the operation of their service. Company does not guarantee, and hereby explicitly disclaims, any warranty regarding the accuracy or consistency of Outputs. Company will not, and will not allow any third party to, use any Customer data (including personal data) to train artificial intelligence or machine learning models. However, the Company may utilise anonymised user feedback (e.g., user interactions with AI-generated suggestions such as approvals or rejections) and aggregated usage metrics to enhance and improve its AI-related features.
   6. Company may make updates, modifications and additions to the Platform, as it deems necessary. The terms of this Agreement will apply to any updates that Company may make available to Customer unless the update is accompanied by a separate license, in which case the terms of such license will govern.
   7. Company shall make commercially reasonable efforts to ensure that the Customer’s access to the Platform, to the extent applicable, will be accessible and functional on a continuous basis. Notwithstanding the above, the Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

3. License for Evaluation 

   1. Company may provide Customer with a limited free license to the Platform for evaluation purposes, subject to the periods and other provisions as provided in the applicable Order Form. It is being clarified that Company may, for such periods and in such scope as it determines in its sole discretion, decide to add or remove certain functionalities and features which Customer may or may not otherwise be entitled to under the Order Form (“Additional Features”). Company may at any time remove, limit and/or change the Additional Features at its sole and absolute discretion without any liability to Company.

4. Account Information

   1. During the process of creating a user account in order to access the Platform (“Account“), each Customer’s end-user (“Authorized Users”) may be required to log in using its organizational user, including username and password (the “Login Information“). The following rules govern the security of Customer’s Account and Login Information. For the purposes of this Agreement, references to Account and Login Information shall include any Account information, including user names, passwords or security questions, whether or not created for the purpose of using the Platform, that are used to access the Platform:
      1. Customer shall not share its Account or Login Information, nor let anyone else access its Account or do anything else that might jeopardize the security of its Account;
      2. In the event Customer becomes aware of or reasonably suspects any breach of security, including, without limitation, any loss, theft, or unauthorized disclosure of its Login Information or unauthorized access to its Account, Customer must immediately notify Company and modify its Login Information;
      3. Customer is solely responsible for maintaining the confidentiality of the Login Information, and will be responsible for all uses of its Login Information, including purchases, whether or not authorized by it;
      4. Customer is responsible for anything that happens through its Account, whether or not such actions were taken by it, including, for the avoidance of doubt, actions taken by third parties. Customer therefore acknowledges that its Account may be terminated if someone else uses it to engage in any activity that violates these Terms or is otherwise improper or illegal;
      5. Customer undertakes to monitor its Account and restrict use by any individual barred from accepting these Terms and/or using the Platform, under the provisions listed herein or any applicable law. Customer shall accept full responsibility for any unauthorized use of the Platform by any of the above mentioned;
      6. Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.

5. Account Termination

   1. Company may refuse access to the Platform or may terminate Customer’s Account upon a suspected violation of this Agreement, illegal or improper use of Customer’s Account, or illegal or improper use of the Platform or Company’s intellectual property, as determined by Company in its sole discretion, by providing Customer prior written notice. If Customer has more than one Account, Company may terminate all of its Accounts. In the event that Company terminates Customer’s Account, Customer may not participate nor make use of the Platform again without Company’s express consent. Company reserves the right to refuse to keep Accounts for, and provide access to the Platform or other services to, any individual. Customer may not allow entities whose Accounts have been terminated by Company to use its Account. If Customer believe that any action has been taken against its Account in error, please contact Company at security@scytale.ai.
   2. Customer is solely responsible to preserve the originals of any content it provides and/or uploads to the Platform. Company does not guarantee that any content will always be available through the Platform.

6. License Limitations

   1. Customer shall not, and shall not authorize or permit, any Authorized User or any other third party: (i) to allow anyone other than Authorized Users to access or use the Platform and/or Managed Services; (ii) allow an Authorized User to share his or her access credentials or password with other Authorized Users, or any other representatives of the Customer or third parties; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform; (iv) modify, adapt, or translate the Platform; (v) make any copies of the Platform; (vi) resell, distribute, or sublicense the Platform or use any of the foregoing for the benefit of anyone other than Customer or the Authorized Users unless expressly provided for in the applicable Order Form; (vii) save, store, or archive any portion of the Platform (including, without limitation, any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform; (viii) remove or modify any proprietary markings or restrictive legends placed on the Platform; (ix) use the Platform and/or Managed Services in violation of any applicable law, or in order to build a competitive product or service; (x) introduce, post, or upload to the Platform any harmful code; or (xi) circumvent any processes, procedures, or technologies that Company has put in place to safeguard the Platform. Upon Company’s request, Customer will use commercially reasonable efforts to assist Company in preventing and enforcing these restrictions.

7. Data Privacy

   1. “Customer Data” means any data, information  (including Personal Data, as defined below), or other content, that Customer or its Authorized Users submit to the Platform or otherwise provide to Company for use in connection the provision of the Services with including, without limitation any and all analyses, and other reports output by the Platform based on such data, information, or other content.
   2. Customer represents and warrants to Company that Customer possesses all rights required to lawfully upload the Customer Data onto the Platform and share the Customer Data within the Platform and/or otherwise make use of the Service with respect to the Customer Data and allow Company to provide the Service in connection therewith, and further warrants and represents that the display, access to and/or use of such Customer Data does not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other rights of any third parties. Without derogating from any of Company’s rights and remedies under this Agreement and/or under law, Company will be entitled, at its sole discretion, to immediately discontinue the Service or any part thereof in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Customer Data.
   3. For the purpose of providing the Services to the Customer in accordance with the terms of this Agreement, Customer hereby grants Company during the applicable Term a non-exclusive, worldwide, fully paid-up, royalty-free right and license to use, store, process, display the Customer Data solely as necessary to provide the Services to Customer. Customer will have sole responsibility for the accuracy, quality, and legality of the Customer Data.
   4. Company will employ commercially reasonable physical, administrative, and technical safeguards, for companies at a similar stage and scope of business to secure the Customer Data on the Platform from unauthorized use or disclosure and from any destructive elements. Except to provide the Services contemplated by this Agreement and otherwise as permitted under this Agreement, Company shall not use or allow third parties to use the Customer Data.
   5. Upon termination or expiration of the applicable Order Form, Company will return or make available to Customer the applicable Customer Data, subject to the Customer’s request. The Company may retain a copy of the applicable Customer Data in accordance with applicable laws and regulations (the “Retention Period”). After the Retention Period, Company shall permanently delete the Customer Data and all copies thereof, except to the extent prohibited by law. After the Retention Period, Company makes no representations or warranties as to the preservation or integrity of Customer Data, and Customer hereby agrees that Company shall have no obligation to retain Customer Data after such Retention Period, unless otherwise prohibited by law. 
   6. Company monitors the performance and use of the Platform by Company’s customers and collects data in connection therewith (the “Analytics Data”). Company may use Analytics Data during and after the Term, alone or in combination with the Analytics Data of other Company’s customers, and/or in combination with certain aggregated data, in general, aggregated, non-personally identifiable form in connection with evaluating and improving the Company’s products, technology, goods and services and for statistical purposes; provided, however, that the Analytics Data does not identify Customer, its Authorized Users, or any individual.
   7. In relation to any data that identifies a natural person or can make a natural person identifiable that is processed by Company on behalf of Customer (“Personal Data”) and to the extent required under the applicable data protection and privacy law, Company’s Data Processing Addendum shall be provided upon Customer’s request and shall apply to such processing activity.
   8. Any personally identifiable information Customer provides to Company will be processed and used in accordance with Company’s Privacy Policy available at (https://scytale.ai/privacy-policy/) (the “Privacy Policy”), which constitutes an integral part of this Agreement. Customer represents and warrants that it has the full right and authority to provide Company with the foregoing information, including, without limitation, any third party’s consent (to the extent required under any applicable law).

8. Intellectual Property Rights  

   1. All right, title and interest (including any and all intellectual property rights) in the Services and any improvements and enhancements to the Platform shall at all times remain with Company and no rights in the Platform or under any Company intellectual property rights are granted to Customer except as explicitly provided in Section 2. 
   2. Unless otherwise agreed to by the parties in writing, Customer shall be the sole and exclusive owner of all Customer’s Insights. Company hereby irrevocably and unconditionally assigns to Customer upon creation without further consideration, all right, title, and interest in and to all Insights.
   3. In addition to the above, unless otherwise agreed to by the parties in writing, Customer shall retain ownership of all Customer Materials (as defined below). Customer hereby grants to Company a limited, non-exclusive, royalty-free, worldwide, fully paid-up license under and to the Customer Materials solely in order to perform the Services and otherwise as set forth in this Agreement. “Customer Materials” means the Customer Data (as defined below), software, applications, and intellectual property owned or controlled by Customer that are provided to Company to perform the Services.
   4. Customer shall not and shall not permit any third party to: (a) engage in, cause, or permit the reverse engineering, disassembly, decomplication or any similar manipulation or attempt to discover the source code of the Platform or any part thereof; (b) bypass, alter, or tamper with any security or lockout features of the Platform; or (c) create any derivative work or translation of the Platform.
   5. Nothing in this Agreement gives Customer a right to use any of Company’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. 
   6. Customer may provide Company with feedback concerning the functionality and performance of the Services, from time to time, as reasonably requested by Company, including, without limitation, identifying potential errors, enhancements, and improvements. Any feedback, suggestions, ideas, or other inputs that Customer provides Company in connection with the Services may be freely used by Company to improve or enhance its products and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with Company.

9. Confidential Information

   1. Customer acknowledges and agrees that the Platform was developed at considerable time and expense by the Company and contains valuable trade secrets and confidential information of the Company.
   2. “Confidential Information” means (i) with respect to Company, the Managed Services, the Platform and any and all information relating to the Services, and any other non-public information or material regarding Company’s legal or business affairs, financing, customers, properties, pricing, or data and all other information obtained during the use of the Services as permitted hereunder; (ii) with respect to Customer, any non-public information or material regarding Customer’s legal or business affairs, financing, Authorized Users, properties, or data; and (iii) with respect to each party, the commercial terms of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
   3. The Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its “Representatives”), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use commercially reasonable efforts to ensure that confidential treatment will be afforded to such disclosed portion of the Confidential Information. All Confidential Information (as defined below) of the Customer, including, without limitation, Customer Data, is and shall remain the property of Customer.

10. Fees and Payment Terms

    1. Customer will pay Company subscription fees for the Services in accordance with the commercial terms set forth in the applicable Order Form (“Fees”). The Fees shall be paid regardless of actual use of the Services and shall be non-refundable. Company shall not be under obligation to refund any Fees or make any credits for early termination, partial, or no use of the Platform and/or Services.
    2. All Fees are net and exclusive of any taxes (including, without limitation, any Value Added Tax, withholding tax or other sales tax), customs, tariffs or other charges or fees, all of which will be added to such prices and fees and borne exclusively by Customer, except for taxes arising from Company’s net income. 
    3. All Fees payments must be made in cleared funds, meaning without any deduction or set-off, even if some portion of the amount paid by Customer is required by any bank, or governmental, fiscal or other authority. If Customer is required to make any such deduction, Customer must pay such additional amounts as are necessary to ensure Company’s receipt of the full amount charged.
    4. Unless otherwise provided for in the applicable Order Form, all amounts are due and payable to Company within thirty (30) days from the date of the invoice. Unless otherwise agreed in the Order Form, all payments shall be made in United States Dollars.
    5. All payments by Customer that are not paid on or before the date such payments are due under this Agreement shall bear interest of one percent (1%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly. 
    6. The Company reserves the right to increase the Fees in each renewal term (if applicable), provided that any increase shall not exceed 5% during each renewal term. However, the Company may increase the Fees by more than 5% if a Customer significantly increases its operations, as shall be determined by Company (e.g., a significant increment in its number of employees).

11. Term and Termination

    1. The term of this Agreement shall be set in the Order Form or until such time that it is earlier terminated in accordance with its provisions set hereunder (the “Term”). The Term and any renewal term are subject to earlier termination as otherwise provided herein. Notwithstanding the aforesaid, the Term of this Agreement shall be automatically renewed and extended for additional consecutive periods of 12 (twelve) months each, without a requirement of notice thereof by either Company or Customer, unless terminated by any party in accordance with the terms hereunder. Either party may choose not to renew this Agreement without cause for any reason.
    2. Either party may terminate this Agreement and/or any Order Forms: (i) upon thirty (30) days’ written notice to the other party if the other party breaches a material term of this Agreement, and the breach remains uncured at the expiration of such thirty (30) day period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors, which proceedings are not dismissed within sixty (60) days. 
    3. Company may suspend the provision of the Services and/or Customer’s access to the Platform upon prior written notice to Customer if Customer is in breach of this Agreement and/or any payment obligation thereunder. 
    4. Upon termination of this Agreement: (i) Company will stop providing the Services, and Customer will stop all access to and use of the Platform and the Managed Services; (ii) if Company has terminated this Agreement, Customer will promptly pay all unpaid Fees and applicable taxes due through the end of the Term; and (iii) upon written request, each party will either return to the Disclosing Party (or, at such Disclosing Party’s written instruction, destroy and provide such Disclosing Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such Disclosing Party’s Confidential Information that are in the Receiving Party’s possession or control.
    5. Upon termination, all rights and obligations pursuant to this Agreement including any licenses shall immediately terminate, except for any provisions of this Agreement that are intended by their nature to survive termination, including Sections ‎‎8 (“Intellectual Property Rights”), ‎9 (“Confidential Information”), ‎‎10 (“Fees and Payment”), ‎‎11 (“Term and Termination”), ‎‎12 (“Disclaimer of Warranties; Limitation on Liability”) and ‎‎13 (“Third Party Materials”), and ‎‎14 (“General”) hereunder, which shall survive the expiration or termination of this Agreement.

12. Disclaimer of Warranties; Limitation on Liability 

    1. Except as expressly provided in this agreement, the services are provided “as is”. Company disclaims any and all warranties, representations, and conditions relating to the services, whether express or implied, including, but not limited to, any representation, warranty, or condition of merchantability, fitness for a particular purpose, or non-infringement. no information or advice given by Company or its agents, employees, or representatives, whether oral or written, shall create any representation or warranty. None of the Services will constitute any legal opinion or advice.  The Company makes no guarantees that the Services will lead to obtaining any specific certification or achieving compliance with any particular law or regulation. 
    2. Except for liability arising from (i) gross negligence, (ii) wilful misconduct, or (iii) breach of confidentiality obligations, in no event shall Company or anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information, loss or damages incurred as a result of the Services or loss or damages to goodwill, in connection with this agreement regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if Company has been advised of the possibility of such damages or loss; and under no circumstances will Company’s total and aggregate liability to customer from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to this agreement, exceed the fees actually paid by customer to Company hereunder in the 12 months preceding such claim. 
    3. Please note that the Penetration Testing Services provided are based on a specific snapshot in time and the deliverables reflect the information gathered during the assessment period. Any changes or modifications made subsequent to the testing period are not accounted for.
    4. Third-Party Services (including Penetration Testing, Vulnerability scan, and others as will be detailed at the proposal). If any services—including, without limitation, penetration testing or cloud-security services—are performed or provided by a third-party provider (whether facilitated, introduced, or offered via Scytale), those services are provided independently and are not part of the Scytale Services. Scytale does not control or supervise the scope, execution, methodology, deliverables, results, or outcomes of such services and bears no responsibility or liability for them. All communications, arrangements, and terms are solely between you and the third-party provider. Scytale makes no warranties or representations regarding such services. By using them, you acknowledge that Scytale has no responsibility or liability in connection therewith. For transparency, Scytale maintains a current list of its own integrations on its website; third-party services described in this paragraph are separate and independent from those integrations.

13. Third Party Materials

    1. Customer may be able to access, review, display or use third-party services, resources, content, data, information, software code (including, without limitation, any suggested code) and/or links to other websites or resources (the “Third Party Materials”) via the Platform. Customer acknowledges sole responsibility for and assumes any and all risks arising from Customer’s access to any such Third Party Materials (to the extent available), and Company disclaims any liability that Customer may incur arising from Customer’s access to such Third Party Materials through the Platform. Customer acknowledges and agrees that Company: (i) is not responsible for the availability, accuracy integrity, quality or lawfulness of such Third Party Materials or the products or services or deliverables on or available from such Third Party Materials; (ii) has no liability to Customer or any third party for any harm, or losses suffered as a result of Customer’s access to or use of such Third Party Materials; and (iii) does not make any promises to remove Third Party Materials from being accessed through the Platform. Customer’s ability to access or link to Third Party Materials or third-party services does not imply any endorsement by Company of Third Party Materials or any such third-party service.
    2. This Agreement does not authorize Customer to, and Customer may not use any Third Party Materials (to the extent made available) except as expressly permitted (by license or otherwise) by the owners of such Third Party Materials, and such owners may have the right to seek damages against Customer for any unauthorized use of their Third Party Materials. Without derogating from any of Company’s rights and remedies under this Agreement and/or under law, Company will be entitled, at its sole discretion, to immediately discontinue Customer’s access to the Platform or any part thereof, including the termination of the Services, in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Third Party Materials. Customer may not use any Third Party Materials for which Customer has not obtained appropriate approval to use. Company cannot grant permission to use third-party content.

14. General

    1. The Agreement and any other terms referenced in the Agreement constitute the entire agreement between the parties (and merge and supersede any prior or contemporaneous agreements, discussions, communications, agreements, representations, warranties, advertising or understandings) with respect to the subject matter hereof. The parties acknowledge that, in entering into the Agreement, they are not relying on any agreements, discussions, communications, representations, warranties, advertising or understandings other than as expressly set forth in the Agreement.  In the event of a conflict between this Agreement and the Order Form, and unless agreed otherwise by the parties in writing, the terms of the Agreement shall prevail. Terms stipulated by Customer in any communication by Customer which purport to vary the Agreement, or such other terms, will be void and of no effect unless agreed in a writing signed by an authorized representative of Company. Any other modifications by Customer to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of Company.
    2. No agency, partnership, joint venture, or employment relationship is or shall be created by virtue of this Agreement.
    3. The Customer grants Company permission to use its name in Company’s marketing materials and to publish its name, trademark and/or logo, solely for the purpose of identifying Customer as a Company’s Customer. Customer retains the ability to request removal of the logo at any time.
    4. Company may assign this Agreement with a prior written notice to Customer. Customer shall not assign this Agreement or its rights hereunder without the prior written consent of Company (such consent may be withheld or conditioned at Company’s sole discretion), and any assignment without Company’s prior written consent shall be null and void and of no effect. Company may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by its affiliates, contractors, or subcontractors. 
    5. This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. All actions, suits or proceedings under or related to this Agreement shall be adjudicated in the courts of Wilmington, Delaware, USA and the parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
    6. All notices between the parties hereto in connection with the Agreement shall be in writing and sent via the Platform (to the extent applicable), electronic mail, postal service, or a delivery service. Notices will be effective (a) in the case of notices by email and/or Platform, one (1) day after delivery, or (b) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided.
    7. If any provision of this Agreement or any Order Form is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement or Order Form will remain in full force and effect. Any provision of this Agreement or any Order Form which is unenforceable in any jurisdiction will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.
    8. Non-Solicitation. Unless otherwise agreed in writing, during the term of this Agreement and for a period of twelve (12) months following its termination, neither party shall, directly or indirectly, solicit for employment or engagement as an independent contractor any individual who is or was employed by the other party or any of its affiliates within the twelve (12) months preceding such solicitation, provided that such individual was involved in the performance of this Agreement. This restriction shall not apply to individuals who respond to general advertisements or solicitations that are not specifically directed at them.
    9. Amendments to Terms. The Company reserves the right to modify these Terms at any time. Such modifications will be effective by posting the revised Terms on the Company’s website. Continued use of the Platform and Services by the Customer following such posting shall constitute the Customer’s acceptance of the revised Terms. For avoidance of doubt, it is the Customer’s responsibility to review the Terms periodically to ensure awareness of any modifications. The Customer may, however, sign up here to receive email notifications of any revised Terms. In such a case, continued use of the Platform and Services by Customer following receipt of such email shall constitute Customer’s acceptance of the revised Terms. If the Customer does not agree to the modified Terms, the Customer must cease using the Platform and Services immediately.

Should Customer have any questions concerning this Agreement please direct all correspondence to: legal@scytale.ai