Please read these TERMS AND CONDITIONS OF USE (“Terms”) carefully. Your access to, purchase of and/or use of the Services (as defined below) constitutes your legally binding agreement to be bound by these Terms.

These Terms govern the user’s (“Customer”, “you”, or “your”) use of the websites, platform, applications and software owned and/or operated by Anarix E-commerce LLC. (“Company”, “we”, “us” or “our”), to which these Terms are linked or referenced to, including all content, features and functionality, and related services (collectively, the “Services”, as further defined hereafter). These Terms apply whether you are accessing the Services via a personal computer, wireless or mobile device, or any other technology or device. If you do not agree to these Terms, do not access or use the Services. The acceptance of these Terms and the execution of one or more Order Confirmation(s) (as defined below) forms the “Agreement”. For the purposes of these Terms, Customer and Company may be referred to herein individually as a “Party” and collectively as the “Parties”.

We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Services; modify and/or waive any Fees (as defined hereafter) charged in connection with the Services; and/or make available opportunities to some or all users of the Services. You agree that the Company shall not be liable to you or to any other person for any modification, suspension or discontinuance of the Services or any component thereof.

1. Services.

(a) Company agrees to provide the Customer with the Services which shall include the use of Company’s proprietary software (“Software”) and access to its proprietary platform (“Platform”) The Services may be further defined in one or more order confirmation(s) (each a(n) “Order Confirmation(s)” or “Order”) or the Customer shall have the option to purchase the Services through an online checkout portal by selecting the Services and agreeing to these Terms. Either method of ordering shall be incorporated into and made a part of this Agreement by this reference and called the “Order.”

(b) Customer may only adjust the Services ordered by executing a new or revised Order Confirmation or through an online checkout portal. Changes to the Services may result in an adjustment to the Fees, and will be subject to the following: (i) the term for the new Fees and new Service(s) will be coterminous with the pre-existing Term (as defined hereafter); (ii) Fees will be the then current Fees set by Company; (iii) any increase to the Fees which results from changes made in the middle of a Term will be charged in full on a pro-rated basis for the portion of the Term following such change; and (iv) any reduction in Fees that results from changes made in the middle of a billing month will not take effect until the end of the then-current Term and no partial refunds will be given.

(c) In the event of any conflict between these Terms and those contained in an Order Confirmation, the terms contained in the applicable Order Confirmation shall control.

(d) While the Company strives to maintain the integrity and accuracy of the Platform, it does not provide any representations, warranties, or guarantees regarding the correctness or accuracy of the Platform and its Content. The Platform may contain typographical errors, inaccuracies, or other errors, and unauthorized additions, deletions, or alterations may occur due to third-party actions. If inaccuracies are identified, please notify the Company for correction. The Company reserves the right to unilaterally correct any inaccuracies on the Platform without prior notice. Information on the Platform may be subject to change or update without notice. Furthermore, the Company disclaims any responsibility or liability for information or Content posted to the Platform by non-affiliated third parties.

(e) In the event a product or service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, we have the right to refuse or cancel any orders placed for product / service listed at the incorrect price. We have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we shall promptly issue a credit to your credit or debit card account in the amount of the incorrect price.

2. Fees.

(a) Customer undertakes to remit the fees (“Fees”) to Company upfront, as outlined in each respective Order Confirmation or via the online checkout portal according to the specified payment schedule. Customer acknowledges and agrees that any failure to make timely payments may lead to Company suspending the provision of Services and limiting Customer's access to the Platform. Both Parties concur that such suspension or restriction shall not constitute a breach of this Agreement or any Order Confirmation. In the event of repeated failure by Customer to settle any due Fees, Company reserves the right, in addition to other rights and remedies herein, to terminate this Agreement and all orders (including any outstanding Order Confirmations) without incurring liability to Customer. Customer acknowledges and agrees that, unless specified otherwise herein, all Fees are non-refundable.

(b) If any invoiced amount is not received by the Company by the due date, then, without prejudice to Company’s rights or remedies: (i) late interest charges may accrue at a rate of 1.5% of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower; and/or (ii) future subscription renewals and Orders may be conditioned on payment terms shorter than those specified in the then-current Order.

(c) Customer hereby acknowledges and agrees to compensate Company for all reasonable costs and expenses incurred in the collection of undisputed delinquent amounts.

3. Confidential Information.

(a) Each Party herein may gain access to confidential or proprietary information of the other Party, which may be (i) clearly marked as confidential or proprietary, or (ii) not marked or disclosed as such, but is reasonably understood to be confidential due to the nature of the information disclosed and/or the circumstances surrounding its disclosure (“Confidential Information”). For the purposes of this Section 3, the Party receiving Confidential Information in the course of providing or receiving Services shall be referred to as the “Receiving Party,” and the Party disclosing Confidential Information shall be referred to as the “Disclosing Party.”

(b) Confidential Information encompasses, but is not limited to, details pertaining to the business, finances, technology, products, pricing, services, strategies, customers, trade secrets, know-how, ideas, inventions, designs, drawings, specifications, roadmaps, and strategies of the Disclosing Party (including its Affiliates or subsidiaries). Such information, regardless of its form (documentary, computerized, electronic, oral, etc.), is considered Confidential Information if it: (i) has been disclosed to the Receiving Party by the Disclosing Party or its affiliates, subsidiaries, advisors, or agents, or (ii) is prepared by the Receiving Party or its representatives and contains, reflects, or is based on, in whole or in part, any Confidential Information of the Disclosing Party.

The Receiving Party agrees to maintain the confidentiality of all Confidential Information disclosed by the Disclosing Party. Furthermore, the Receiving Party agrees not to utilize any Confidential Information for any purpose other than the performance or receipt of Services under this agreement. The Receiving Party acknowledges that the Disclosing Party retains sole ownership of all Confidential Information it discloses, and nothing in this agreement shall be interpreted as granting the Receiving Party any right, title, or license to use or possess any Confidential Information for purposes other than the performance or receipt of Services under this agreement.

(c) The term “Confidential Information” shall exclude any information that:

• (i) is demonstrated to be already known to or lawfully in the possession of the Receiving Party or its Personnel before disclosure by the Disclosing Party;
• (ii) is publicly available or otherwise part of the public domain without any breach of this Agreement; or
• (iii) is lawfully acquired by the Receiving Party from a third party without any restrictions and who has the right to disclose such information.

However, the Receiving Party may disclose Confidential Information if required by judicial action, governmental regulations, or other legal requirements; provided that the Receiving Party notifies the Disclosing Party before such disclosure and makes commercially reasonable efforts to cooperate with the Disclosing Party's efforts to contest and prevent such disclosure, at the sole expense of the Disclosing Party.

(d) Upon termination of this Agreement or any applicable Order Confirmation, or upon written request from the Disclosing Party at any time, the Receiving Party agrees to promptly either:

• a) Deliver to the Disclosing Party, in a format reasonably chosen by the Disclosing Party, all documents and materials containing Confidential Information; or
• b) Destroy all documents and materials containing Confidential Information, at the option of the Disclosing Party, and provide a written certification of destruction.

Notwithstanding the above, the Receiving Party:

• (i) May retain copies of the Disclosing Party’s Confidential Information solely for archival, audit, disaster recovery, legal, and/or regulatory purposes;
• (ii) Is not obligated to search archived electronic backup files of its computer systems for the other Party’s Confidential Information to purge such information from its archived files.

Furthermore, any retained Confidential Information:

• (x) Shall remain subject to the obligations and restrictions outlined in this Agreement;
• (y) Must be maintained in accordance with the Receiving Party’s document retention policies and procedures;
• (z) Shall not be used for any purpose other than those specified in this Agreement.

4. Term.

The term of this Agreement shall begin on the Effective Date specified above in the Order Confirmation or during the online checkout process and shall remain in effect for as long as Company provides the Services under each respective Order (“Initial Term”). Each Initial Term of an applicable Order shall automatically renew for additional periods of the same duration (each a “Renewal Term”) until Customer provides written notice (email shall suffice) to Company expressing its desire not to renew, with such notice given at least fifteen (15) days prior to the end of the then-current Term. However, the Parties may agree to extend the foregoing notice period for certain products or Services as outlined in the Order Confirmation. For the purposes of this Agreement, the terms “Initial Term” and any “Renewal Term” may collectively be referred to as the “Term”.

5. Termination.

(a) Either Party may terminate this Agreement or any applicable Order if the other Party commits a material breach and does not remedy such breach, if capable of remedy, to the reasonable satisfaction of the non-breaching Party within fifteen (15) days of receiving written notice of the breach. The notice of alleged breach shall provide adequate information to enable the alleged breaching Party the opportunity to remedy the breach, if capable of remedy.

(b) Either Party may terminate this Agreement if:

• (i) The other Party files a petition in bankruptcy, insolvency, or similar proceedings, or if any petition for reorganization, readjustment, or rearrangement of the business of such Party has been filed and not stayed or discharged for a period of thirty (30) days; or
• (ii) A receiver or trustee is appointed for the property and assets of either Party and not discharged for a period of thirty (30) days.

(c) In the event of a termination for cause under Sections 5(a) or 5(b), unless due to an uncured material breach by Company, the Customer acknowledges and agrees to fulfil payment obligations for all Fees remaining in the applicable Term. The Customer shall not have the right to terminate this Agreement and/or an Order for convenience

(d) If this Agreement expires or is terminated for any reason, Customer acknowledges and agrees that Company is not obligated to retain any Customer Data.

6. Accounts.

Customer is solely responsible for all activity occurring under its Company account(s) (“Account”) as well as any account that customer has with any retail operation – e.g., Amazon®, Walmart®, Target®, etc. – (each a “Merchant”). Customer shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Account and Merchant Accounts, including those related to data privacy, international communications and the transmission of technical or personal data.

Customer shall:

(a) Immediately notify Company of any unauthorized use of a password, Account, or any other known or suspected breach of security;

(b) Promptly report to Company and make best efforts to halt any unauthorized copying or distribution of Company intellectual property known or suspected by Customer;

(c) Refrain from impersonating another user or providing false identity information to access the Platform, the Services, or any Account;

(d) Abstain from using the Platform, the Services, or any Account to defame, abuse, harass, threaten, or otherwise violate the legal rights of others;

(e) Refrain from publishing, posting, uploading, emailing, distributing, or disseminating any defamatory, misleading, infringing, or unlawful content;

(f) Avoid collecting, storing, or transmitting personal information about individuals or any information subject to applicable privacy laws or regulations.

7. Marketplace Account.

Customer hereby grants Company access to its online administration accounts with each Marketplace for which Company provides Services (each a “Marketplace Account”). Notwithstanding the foregoing grant of access or anything to the contrary contained either herein or on each applicable Marketplace’s standard terms of use, Customer shall be fully responsible and solely liable for all activity in each Marketplace Account unless any such activity is solely attributable to the wilful misconduct of Company.

Customer agrees that it shall be solely responsible for the adherence to any flow down obligations required under any Marketplace Account terms and conditions, including any revisions made to such terms and conditions which may possibly affect the Platform or the Services.

8. Intellectual Property.

(a) All trademarks, patents, copyrights, and other intellectual property rights owned by either Party prior to the provision of any Services by Company shall remain the sole property of that Party, and nothing in this Agreement shall be construed to grant any rights to such intellectual property to the other Party, except as explicitly provided herein.

(b) Company, along with its licensors where applicable, shall retain full ownership of all rights, titles, and interests to the Services and Platform, including any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party related to the Service, as well as any aggregated metrics, data, and trends compiled by Company. This Agreement does not grant Customer any ownership rights in or related to the Services, the Platform, any Account, or any intellectual property rights of Company. The Company name, logo, and the product and service names associated with the Services and the Platform are trademarks owned by Company, and no rights or licenses are granted to use them under this Agreement. The Platform and Company’s proprietary website located at www.anarix.ai (the “Site”) may include trademarks, service marks, or logos of third parties, all of which are the property of their respective owners. Additionally, all content published on the Site is owned by Company and/or its licensors under applicable copyright law.

(c) Regardless of any conflicting provisions herein, Company reserves the right to modify the scope of the Services and the functionality of the Platform to align with the ongoing development of the Service and technological advancements. Customer acknowledges and explicitly agrees that any outcomes and benefits resulting from such modifications, regardless of whether Customer had any influence or input, shall exclusively benefit Company.

(d) You must refrain from violating or attempting to violate the security measures of the Platform, including, but not limited to:

(a) Accessing data not intended for you or logging into a server or account without proper authorization;

(b) Attempting to probe, scan, or test the vulnerability of the system or network, or breaching security or authentication measures without appropriate authorization;

(c) Using the Platform or any part thereof without authorization, violating these Terms of Use, or contravening applicable law.

You are prohibited from using any scraper, crawler, spider, robot, or other automated means to access or copy data from the Platform, deep-link to any feature or content, or circumvent any measures implemented to prevent or restrict access. Breaches of system or network security may lead to civil or criminal liability. Company will investigate any such violations and may cooperate with law enforcement authorities in prosecuting offenders. You agree not to utilize any device, software, or routine to disrupt or attempt to disrupt the proper functioning of the Platform or any activities conducted thereon.

9. Customer Data.

(a) The term “Customer Data” encompasses, but is not limited to, information concerning advertising campaigns, inventory and pricing details, account performance (from either Customer or any Marketplace), sales tax calculation, transaction settlement, or any other data submitted by Customer to the Platform during the utilization of the Services.

(b) Customer hereby grants Company a worldwide, royalty-free, non-exclusive license to utilize, reproduce, generate derivative works from, distribute, perform, transmit, and publish Customer Data solely and exclusively for the following purposes:

(i) Processing Customer Data in connection with providing the Service to Customer; and

(ii) Storing or hosting the Customer Data in a remote database or on the Platform for Customer's access.

Customer Data is not shared with other customers or any third party by Company. However, Company reserves the right to employ Customer Data to compile, analyze, and disclose aggregated metrics, data, and trends related to the usage of its Services for its internal machine learning and artificial intelligence processes. It should be noted that such aggregated metrics, data, and trends will not contain uniquely identifiable Customer Data.

(c) Customer bears sole responsibility for the accuracy and quality of all Customer Data. Company assumes no responsibility or liability for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. The use of the Services by Customer must comply with existing laws and legal processes. This Agreement does not restrict Company's right to adhere to governmental, court, and law enforcement requests or requirements concerning Customer's use of the Services, including the disclosure of any Customer Data to the relevant authorities.

(d) Despite the preceding clauses or any conflicting provisions herein, Customer acknowledges and agrees that Company may disclose non-personal and non-confidential identifiers, such as advertiser or seller IDs, to third parties for the purposes of troubleshooting and auditing.

10. Privacy of Personal Information.

For details regarding the Company’s practices and policies concerning the collection, use, and sharing of personal information, commonly referred to as personal data in the European Union, please refer to the Company’s Privacy Policy.

11. License.

(a) Company hereby provides Customer with a non-exclusive, non-transferable, limited, revocable, worldwide right to access the Platform and utilize the Services for the duration of the Term, solely for Customer’s internal business purposes, in accordance with the terms and conditions outlined in this Agreement (“License”).

(b) Customer agrees not to:

(i) License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available the Services or the Platform to any third party in any manner;

(ii) Modify or create derivative works based on the Service or Platform;

(iii) Embed the Service as an "iframe" or "frame" within another application; or

(iv) Reverse engineer or access the Service or Platform to:

(A) Develop a competitive product or service;

(B) Develop a product using ideas, features, functions, or graphics similar to those related to the Service or Platform; or

(C) Replicate any ideas, features, functions, or graphics of the Service or Platform.

(c) Customer acknowledges and expressly agrees that the Services and Accounts cannot be shared or used by more than one individual unless (and solely to the extent that) the terms of the applicable Order Confirmation allows for sharing within Customer’s internal organization. Sharing of the access to the Services, Platform or Accounts outside of the Customer’s organization is not allowed without the express written permission of Company, such permission to be withheld in Company’s sole discretion. The proper assignment of username and passwords for Accounts and adherence to all terms of this Agreement and any Order Confirmation are the sole responsibility of Customer.

(d) Customer is responsible for maintaining the confidentiality of all usernames and passwords associated with all Accounts. Usernames and passwords should not be shared among multiple individuals, and they should not be transferred from one individual to another unless the original user no longer requires access to the Service. Customer is permitted to use the Service solely for its internal business purposes and must refrain from the following actions:

(i) Sending or storing material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;

(ii) Interfering with or disrupting the integrity or performance of the Service or the data contained therein, or Company’s sites, servers, or networks;

(iii) Attempting to gain unauthorized access to the Service or its related systems or networks; or

(iv) Taking any action that imposes an unreasonably or disproportionately large load on Company’s infrastructure.

By agreeing to these terms, you agree to defend, indemnify, and hold Company harmless from and against all third-party claims, damages, and expenses (including reasonable attorneys’ fees) incurred by Company as a result of your breach of this Agreement or violation of applicable law, your use or access of the Platform, or access by anyone using your user ID and password to access the Platform.

12. Proprietary Information.

(a) All outcomes and benefits resulting from Company's provision of Services herein, including but not limited to copyrights, patents, trademarks, data, information, and materials owned, licensed, or created by Company, shall be the exclusive property of Company ("Proprietary Information"). Company agrees to furnish Customer, at no additional cost, specific website analytics (such as visitor count, page views, bounce rate, traffic trends by device, and traffic sources), as well as customer testimonials and feedback. Under no circumstances shall any provision of Proprietary Information by Company to Customer herein imply any transfer of ownership rights in the Proprietary Information to Customer. Such disclosures shall be subject to the confidentiality provisions outlined herein. Customer acknowledges and agrees that Company is not obligated to disclose any redemption statistics.

(b) Customer agrees that Company shall be granted a cost-free, royalty-free, global, transferable, sublicensable, irrevocable, perpetual license to utilize or integrate into the Platform and Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including those made by its employees, contractors, or advisors.

13. Warranty and Representations.

(a) Company Limited Warranty.

(i) Company warrants that the Services will: (A) be performed with commercially reasonable care in accordance with current reasonable industry standards; (B) be performed in accordance with all applicable laws; and (C) not be of a libelous or defamatory nature.

(ii) Company represents that (A) the Platform shall perform materially in accordance with the provided materials, and (B) the functionality of the Platform will not be materially decreased during the Term from the functionality provided at the start of the Term.

(b) Customer Warranty. Customer warrants and represents that (i) it has the right and authority to enter into this Agreement and (ii) the provision of access to any Merchant Account is authorized by such Merchant.

14. Disclaimer of Warranty.

COMPANY MAKES NO WARRANTY THAT THE PLATFORM OR SOFTWARE CONTAINED THEREIN IS FREE OF ERRORS, OR THAT THEY WILL OPERATE UNINTERRUPTEDLY, OR THAT ANY SOFTWARE ERRORS WILL BE RECTIFIED. THE PLATFORM, SERVICE, AND ANY SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. THE PLATFORM MAY ENCOUNTER LIMITATIONS, DELAYS, AND OTHER ISSUES INHERENT IN INTERNET USAGE, SMS MESSAGING, AND OTHER FORMS OF ELECTRONIC COMMUNICATION. COMPANY SHALL NOT BE HELD RESPONSIBLE FOR ANY DELAYS, FAILED DELIVERIES, OR OTHER DAMAGES RESULTING FROM SUCH ISSUES. SECTION 13(a) SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY COMPANY. COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING (BUT NOT LIMITED TO) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY NEITHER EXPRESSLY NOR IMPLIEDLY MAKES ANY GUARANTEE, REPRESENTATION, OR WARRANTY REGARDING ANY RESULTS, OUTCOMES, OR PERFORMANCE DERIVED FROM CUSTOMER'S USE OF THE SERVICES AND/OR PLATFORM.

15. Indemnification.

(a) Company undertakes to protect, indemnify, and exempt Customer, its subsidiaries, affiliates, and their respective officers, directors, employees, and agents from all expenses, damages, claims, and liabilities brought by third parties (including reasonable external attorney’s fees) arising from or relating to: (i) any violation of this Agreement by Company, which remains uncured in accordance with the cure provisions herein; (ii) any grossly negligent or wilful act by Company; and (iii) any personal injury, death, or property damage directly caused by Company.

(b) Customer undertakes to protect, indemnify, and exempt Company, its subsidiaries, affiliates, and their respective officers, directors, employees, and agents from all expenses, damages, claims, and liabilities (including reasonable external attorney’s fees) arising from or related to: (i) any violation of this Agreement by Customer, which remains uncured in accordance with the cure provisions herein; (ii) any negligent or wilful act or omission by Customer or its employees, contractors, and/or subcontractors; or (iii) any personal injury, death, or property damage caused by Customer, its employees, or Customer’s products or services, as applicable.

16. Limitation of Liability.

(a) Each Party’s entire liability under or in connection with this Agreement or any Order Confirmation, whether arising in contract, tort (including negligence and breach of statutory duty) or otherwise, shall not exceed the amounts of Fees actually paid by Customer to Company for the Services set forth in the applicable Order Confirmation in the prior six (6) months from the date on which the claim arose.

(b) Company shall not be liable to Customer for any loss, damage or destruction of software or systems (temporary or otherwise) which may occur during the provision of Services, accessing the Platform or using the Software, except and only to the extent that it is solely caused by Company. Company shall not be liable to Customer if any hardware or software used in conjunction with the Services or Platform malfunctions, fails or is otherwise unable to communicate with other systems or internet users (including where computer viruses have caused such failures) such that the use of the Services is hindered or impeded.

(c) IN NO EVENT WHATSOEVER SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, SAVINGS, BUSINESS, BENEFITS, DATA, GOODWILL OR REVENUES OF ANY KIND, EVEN IF THE PARTY SO AFFECTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE CAUSE OR FORM OF ACTION (WHETHER BREACH OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).

17. License to Use Customer Marks.

Customer hereby grants to Company the non-exclusive, non-transferable, limited, revocable right to use Customer’s name, trademarks and logo during the Term to communicate the relationship with Customer. Customer hereby warrants and represents that it is the true and sole owner of registrations, applications and/or common law rights in and to the trademark, copyright, or other intellectual property rights in and to Customer name, trademark and logo. Customer agrees that Company may identify Customer as a Company’s customer and may display the Customer logo on Company’s “partners page” on the Site.

Company may use Customer’s name, logo, and trademarks during the Term to identify Customer as a licensee of the Services. Customer further consents to Company using Customer’s success statistics (as percentages only or, alternatively, in a de-identified manner) for Company’s marketing purposes (i) on digital properties such as the website, social media, and press releases, (ii) in downloadable assets such as eBooks, case studies, reports, and award submissions, and (iii) in event signage and slides. Company agrees to use commercially reasonable efforts to promptly cease such usage if Customer revokes its consent expressly in writing.

18. Force Majeure.

Neither Company nor Customer shall be liable for any delay in performance or non-performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, pandemic, epidemic, public health crisis, quarantine, riot, war, government intervention, embargoes, employee strikes or other difficulties which are beyond the reasonable control and without negligence or other fault of such party (“Force Majeure”). Any such Force Majeure event shall not relieve Customer of its payment obligations.

19. Notices.

All notices from either Party to this Agreement to the other shall be in writing and shall be deemed to have been properly given (a) the date the notice was actually received by the receiving party as evidenced by proof of delivery as either stated on the return receipt if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested or on the tracking documentation if sent by a nationally recognized express courier; (b) when delivered in person; or (c) when sent by facsimile, to the following address or fax number, or to such other address or person as either party may designate by notice to the other party hereunder:

If to Customer at the address set forth in the most current Order Confirmation.

If to Company:

20. Governing Law, Jurisdiction & Venue.

This Agreement and each Order Confirmation and its interpretation, performance or any breach thereof, shall be construed in accordance with and all questions with respect thereto shall be determined by the laws of the Harris County (without giving regard to the conflict of laws rules thereof), applicable to contracts made and entirely performed therein, and venue and jurisdiction in any action involving, relating to, and/or arising from this Agreement and each Order Confirmation shall lie solely and exclusively with the courts in the Harris County without regard to any conflicts of law provision.

21. Dispute Resolution.

(a) Unless otherwise expressly set forth in an applicable Order Confirmation, the Parties will attempt in good faith to resolve any dispute arising out of the performance of or otherwise relating to this Agreement promptly by negotiations between executives who have authority to settle the controversy. Either Party may give the other Party written notice of any dispute not resolved in the normal course of business pursuant to the notice provisions contained herein. Within twenty (20) days after delivery of said notice, executives of both Parties will meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If a negotiator intends to be accompanied at a meeting by an attorney, the other negotiator will be given at least seven (7) days’ notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this clause are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any comparable state provision.

(b) Subject to Section 21(a) contained above, any dispute that might arise between the Parties relating to or arising from this Agreement (except for the enforcement of the confidentiality provisions contained herein), any Order Confirmation or the Services shall be settled by binding arbitration in accordance with the then prevailing Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except where those rules conflict with this provision, in which case this provision controls. Arbitration shall be conducted before a single arbitrator selected from the AAA’s National Roster of Arbitrators. Each party shall have the right to meet and interview the potential arbitrator(s) for no more than one (1) hour each prior to the selection of an arbitrator. The arbitration shall be held, and Company and Customer irrevocably consent to arbitrate, in Houston, Texas unless they mutually agree upon an alternative location. The arbitration shall be conducted in English. In rendering the award the arbitrator must apply the substantive law of Harris County (except where that law conflicts with this clause); however, the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The arbitrator shall render a written opinion setting forth findings of fact and conclusions of law with the reasons therefor stated. Under no circumstances shall the arbitrator award damages in excess of or inconsistent with the limitations contained in Section 16 of this Agreement. Any court with jurisdiction shall enforce this clause and enter judgment on any award. Company and Customer will agree upon, within forty-five (45) days after arbitration is initiated or, if they fail to agree, the AAA will design, procedures that they will follow to assure that the arbitration will be concluded and the award rendered within no more than six (6) months from selection of the arbitrator.

22. Entire Agreement.

This Agreement constitutes the entire agreement and supersedes any and all other understandings and agreements between the Parties with respect to the subject matter hereof and no representation, statement or promise not contained herein shall be binding on either party. Any Order Confirmation may only be modified by a written amendment that is signed by persons authorized to sign on behalf of each Party hereto or by the substitution of a replacement Order Confirmation. The Parties agree that notwithstanding the foregoing or anything else to the contrary contained herein Company reserves the right to change, modify and/or update these Terms which form a part of the Agreement. Customer acknowledges and agrees that it is the sole obligation of Customer to check these Terms for any changes, modifications and/or updates. This Agreement or any Order Confirmation shall not be supplemented or modified by any course of dealing or trade usage. Each Order Confirmation, including any work performed whether under a signed Order Confirmation or not, shall be governed by the terms of this Agreement. In the event of any conflict between the terms contained in this Agreement and those found in any applicable Order Confirmation, the latter shall control. If Customer requires the production and inclusion of any purchase order then Company expressly rejects any terms contained therein and the Parties expressly agree that any Customer terms contained in any purchase order shall have no effect and be considered void.

23. Authority.

Each Party represents and warrants that the individual entering into this Agreement on behalf of Customer is duly authorized to bind Customer, and this Agreement shall constitute the valid and binding agreement of such Party, enforceable in accordance with these Terms.

24. Independent Contractors.

Company shall, at all times, be deemed to be independent contractors and shall not be deemed to be employees, agents, joint venturers, partners or representatives of Customer, or be authorized or empowered to create any claim, debt or obligation on behalf of Customer.

25. No Guarantee.

Company makes no representation of any kind concerning the results of Customer’s use of the Services or the Platform. Company makes no assurances as to any particular outcome, including increased income, sales, and/or any other outcome, based on the use of the Service, the Platform or any other products or service offered by the Company.

26. Miscellaneous.

The Parties acknowledge and agree that: (a) this Agreement shall inure to the benefit of and be binding upon the Parties hereto and to their respective successors and legal representatives; (b) no provisions of this Agreement or any Order Confirmation will be waived by any Party except in writing; (c) the Parties hereto agree that the waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision by the same Party, or any other provision or condition of this Agreement; (d) if any provision or application of this Agreement or any Order Confirmation shall be held invalid or unenforceable, the remaining provisions and applications of this Agreement or any Order Confirmation shall not be affected, but rather shall remain valid and enforceable; (e) the delivery of an executed copy of this Agreement or of any Order Confirmation made by facsimile transmission and/or electronic signature by any Party to the other Party hereto shall constitute effective delivery of such document by such transmitting party to such receiving party, and any such copy so delivered shall be deemed equivalent to an executed original; and (f) this Agreement and any Order Confirmation may be signed in two or more counterparts, and all counterpart signature pages, taken together, shall constitute one executed original.

27. Survival.

Sections 2, 3, 5, 8, 11, 12 through 16, and 19 through 26 as well as those obligations or responsibilities contained in this Agreement and each Order Confirmation which are continuing in nature shall survive the expiration or termination of this Agreement or the applicable Order Confirmation.

28. Contact Us.

If you have any questions or suggestions about our terms & policies, do not hesitate to contact us at support@anarix.ai