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Legal MSA Terms Last Updated 10/01/2026 TERMS AND CONDITIONS These Terms and Conditions (“Terms”) govern Customer’s purchase and use of certain products and services (collectively, “Services”) provided by Aaru, Inc. (“Aaru”) to the person or legal entity named in the applicable Order (as defined below) (“Customer”), and form part of the Agreement between the parties. Aaru and Customer are each referred to as a “party” and together as the “parties.” “Agreement” means these Terms, together with each Order entered into by the parties from time to time and any other terms, exhibits, addenda, policies, and other documents referenced in or attached to an Order, all of which are incorporated into the Agreement by reference. The Agreement is effective as of the date on which the applicable Order is signed by duly authorized representatives of both parties (the “Effective Date”). Capitalized terms that are used but not defined in these Terms have the meaning set out in the applicable Order. If Customer has signed a separate services agreement with Aaru, then such agreement shall govern the relationship between the parties and these Terms shall have no force and effect. These Terms may be updated from time to time in accordance with Section 10.1. SERVICES Orders. From time to time, the parties may enter into an order (“Order”) for Customer’s purchase of certain Services for use by Customer, including on behalf of Customer’s clients (“Clients”). Each Order will set forth: (a) the purchased Services; (b) the fees to be paid by Customer to Aaru for such Services; and (c) the deliverables, work product, and other output to be delivered to Customer by Aaru as part of the Services (collectively, “Deliverables”). Each Order will be incorporated into and subject to the terms of this Agreement. Customer may permit its and its affiliates’ employees and contractors to access and use the Services on Customer’s behalf (“Authorized Users”), and may make Deliverables available to its Clients. Customer will ensure that its Authorized Users and Clients comply with this Agreement and will be responsible for their acts and omissions in connection with the Services and Deliverables as if they were Customer’s own. Service-Specific Addenda. Customer’s access to and use of certain Services may be conditioned on Customer’s agreement to additional Service-specific terms and conditions (“Services Addendum”), which are incorporated into and subject to this Agreement. Acceptable Use. Customer will at all times use, and will only permit the use of, the Services and Deliverables in compliance with this Agreement and the Acceptable Use Policy, made available for Customer at https://aaru.com/policies/acceptable-use and as may be updated from time to time (“Acceptable Use Policy”). Prohibitions. Customer will not, and will not permit any third party to: (a) use any third-party intellectual property or technology in connection with the Services in contravention or absence of any necessary permissions, consents or use rights; (b) use the Services or any part thereof (including the Deliverables) to develop or improve a similar or competing product or service; or (c) use the Services in violation of, or to facilitate the violation of, applicable laws and regulations. Suspension; Termination. Aaru reserves the right to immediately suspend or terminate Customer’s access to or use of the Services at any time if it has a reasonable basis to believe that: (a) Customer or its Authorized Users or Clients are in violation of the Acceptable Use Policy or the provisions of this Agreement; (b) Customer’s continued use of the Services poses an imminent and material security risk to the Services; (c) Customer’s continued use of the Services, to the extent in an unauthorized manner, will subject Aaru, Aaru’s affiliates, or any of Aaru’s customers or third party contractors used to provide Services, to imminent and material liability; or (d) Customer’s continued use of the Services violates applicable law or would cause Aaru to violate applicable law. INTELLECTUAL PROPERTY Customer Data. As between the parties, Customer and Customer’s licensors will retain all right, title, and interest, including all intellectual property rights therein, in and to the Customer Data. Customer grants to Aaru and its contractors a non-exclusive, worldwide, royalty-free, fully paid, non-sublicensable, and non-transferable license to use and reproduce the data and content provided by or on behalf of Customer to Aaru for the Services (“Customer Data”) solely to provide, develop, improve and support the Services or as otherwise provided in this Agreement; provided that Aaru will not use Customer Data to train or fine-tune any machine-learning model. Customer is solely responsible for all Customer Data, including for ensuring that Customer has sufficient rights to use such Customer Data. Except for business contact information of Customer’s personnel or as otherwise expressly authorized by Aaru in writing, Customer Data must not include, and Customer will use reasonable care not to provide, any Personal Data. “Personal Data” means any information relating to an identified or identifiable natural person, and any other information that constitutes “personal data,” “personal information,” or any similar term under any applicable data protection or privacy law. Deliverables. Subject to payment of all fees due for the applicable Deliverables, Aaru hereby assigns to Customer all right, title, and interest, including all intellectual property rights therein, in and to the Deliverables, excluding any Aaru Technology incorporated therein. Aaru grants to Customer a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, and non-transferable (except together with the applicable Deliverables) license to use any Aaru Technology incorporated in the Deliverables solely as necessary to use and exploit the Deliverables, which license Customer may sublicense to its Authorized Users and Clients solely for that purpose. Customer acknowledges that, due to the nature of the Services, Deliverables may not be unique and Aaru may generate the same or similar output for other customers, and the assignment in this Section 2.2 does not extend to any such output. Nothing in this Agreement restricts Aaru from providing services or generating output for any third party, including competitors of Customer, or from using the general skills, know-how, and experience of its personnel, provided that Aaru does not use or disclose Customer’s Confidential Information in breach of Section 4. Customer grants to Aaru a non-exclusive, worldwide, royalty-free, fully paid license to use and reproduce the Deliverables solely to provide, support, and improve the Services (subject to the restriction on model training in Section 2.1), provided that Aaru first de-identifies all Customer Data contained in the Deliverables so that it cannot reasonably be used to identify Customer, its Clients, or any individual. Aaru Technology. As between the parties, Aaru and its licensors exclusively own and retain all right, title, and interest, including all intellectual property rights therein, in and to the Services (including any machine-learning models used for the Services) and other software, technology and methodologies created by or for, or licensed to, Aaru, together with any updates to or outputs or derivative works of the foregoing, but excluding the Deliverables (“Aaru Technology”). Except for the rights and licenses expressly granted in this Agreement, Aaru, on behalf of itself and its licensors, reserves all rights in the Services, including any machine-learning model used in the Aaru Technology. Feedback. Customer may, but is not required to, provide Aaru with suggestions, comments, ideas, or other feedback regarding the Services or Aaru Technology (“Feedback”). Customer grants to Aaru a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, reproduce, modify, and otherwise exploit Feedback for any purpose, without attribution or compensation to Customer. Feedback is provided “as is,” without warranty of any kind. Feedback does not include Customer Data, Deliverables, or Customer’s Confidential Information, and Aaru will not identify Customer as the source of any Feedback without Customer’s prior written consent. Usage Data. Aaru may collect and use aggregated, anonymized technical and operational data generated by Customer’s use of the Services including but not limited to feature usage, performance metrics, and error logs (“Usage Data”) to develop and improve the Services. Usage Data excludes Customer Data and does not constitute Customer’s Confidential Information. Aaru will retain all right, title, and interest, including all intellectual property rights therein, in and to Usage Data. Aaru will not use Usage Data to identify or re-identify Customer or any individual. Third-Party Data. Any data or content licensed by Aaru from a third party and incorporated into the Deliverables (“Third-Party Data”) remains the property of the applicable third party, is excluded from the assignment in Section 2.2, and will be treated as Aaru Technology for purposes of the license granted to Customer in Section 2.2, subject to any additional restrictions set forth in the applicable Order. PAYMENT Fees. Customer will pay all fees in accordance with each applicable Order. Customer will pay each invoice in full, within 30 days after the date of the electronic invoice to the email address provided by Customer. Except in the case of a good faith dispute of the invoice, Customer may not reduce any amount payable to Aaru under this Agreement due to any counterclaim, set-off, adjustment, or other claim Customer might have against Aaru, any other party, or otherwise. Any undisputed amount not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until paid. If any undisputed amount remains unpaid more than thirty (30) days after its due date, Aaru may, without limiting its other rights and remedies, suspend the Services on ten (10) days’ prior written notice until all overdue amounts are paid in full. Taxes. All payments under this Agreement will be made without any deduction for any taxes, except as to taxes based on the net income or property of Customer or Aaru, or withholding taxes imposed in lieu thereof, and then only as required by law. Payments due will be increased so that amounts received by Aaru after the deduction of taxes imposed by any governmental authority will be equal to the amounts required under this Agreement if no taxes were due. Aaru may invoice Customer for sales, use, value added, goods, services, or similar taxes directly attributable to Customer’s receipt of Services under this Agreement. Customer will indemnify Aaru for the full amount of applicable taxes, excluding taxes based on Aaru’s net income, property, or employees. CONFIDENTIALITY Definition. “Confidential Information” means information that: (a) is non-public and related to a party or such party’s technology or business (including Customer Data); or (b) due to the nature of the information or circumstances of disclosure, the receiving party should reasonably understand to be confidential. The terms of each Order, including pricing, are deemed to be Confidential Information of Aaru. The obligations of confidentiality do not apply to information that: (i) is or becomes generally publicly known without fault or breach by the receiving party; (ii) the receiving party obtains (rightfully and without restriction on use or disclosure) from a third party entitled to make the disclosure; (iii) was rightfully known to the receiving party without restriction before its receipt from the disclosing party; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. Rights and Obligations. The recipient of Confidential Information will: (a) protect it from unauthorized use and disclosure using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care; and (b) not use it except as necessary to exercise rights or fulfill obligations under this Agreement. Each party may disclose the Confidential Information to its affiliates and employees, contractors, accountants, auditors, insurers, legal advisors and, solely with respect to the terms of this Agreement, actual or prospective investors, lenders, or acquirers, only on a need-to-know basis, who are bound to confidentiality terms consistent with those in this Agreement (collectively, “Representatives”). Each party will be responsible for any act or omission of its Representatives that would constitute a breach of this Section 4 if committed by such party. On termination of this Agreement, the receiving party will, at the disclosing party’s request, return all originals, copies, reproductions, and summaries of Confidential Information, or at the disclosing party’s option, certify destruction of same. Notwithstanding the foregoing, each party may retain a copy of the other party’s Confidential Information pursuant to standard backup and data retention policies, which will remain subject to the confidentiality requirements in this Agreement. Third Party Requests. This Agreement will not prevent the receiving party from disclosing the other party’s Confidential Information to a court or governmental body pursuant to a valid court order, law, subpoena, or regulation, but only if the receiving party: (a) gives prompt notice (or the maximum notice permitted under law) before making the disclosure, unless prohibited by law; (b) reasonably assists the disclosing party, at the disclosing party’s cost, in its lawful efforts to resist or limit such disclosure; and (c) discloses only that portion of Confidential Information that is legally required to be disclosed. Publicity. No party shall use, or authorize others to use, the name, symbols, trademark, trade name or logo of another party or refer to the terms of this Agreement in any publication, press release or promotional material with respect to the Services, without the prior written approval of the other party; provided, however, that: (a) Customer may reference Aaru’s name and a general description of the Services provided in connection with any use of Deliverables without any reference to any Confidential Information, provided that Customer will not publicly attribute any Deliverables, or any findings, results, or conclusions derived from them, to Aaru without Aaru’s prior written consent; and (b) Aaru may, with Customer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed), release a press release speaking generally about its customers’ use of the Services, including by referencing Customer’s name and a general description of how Customer and other customers have leveraged the Services. PRIVACY AND SECURITY General. Aaru will (a) implement and maintain administrative, physical, and technical safeguards consistent with industry standards designed to prevent the unauthorized access, use, storage, or disclosure of Customer Data, (b) comply with all applicable privacy and data protection requirements in its performance of the Services, and (c) notify Customer without undue delay after becoming aware of any unauthorized access to, use of, or disclosure of Customer Data, and provide information reasonably requested by Customer regarding such incident. Security Measures. Without limiting Section 5.1, Aaru’s safeguards will include: (a) encryption of Customer Data in transit using TLS 1.2 or higher and at rest using AES-256 or an equivalent standard; (b) access controls based on the principle of least privilege, including unique user IDs and multi-factor authentication for personnel with access to systems that store or process Customer Data; (c) logging and monitoring of access to such systems; (d) logical segmentation of Customer Data from the data of Aaru’s other customers; and (e) regular vulnerability scanning and penetration testing at least annually. Personnel Access. Aaru personnel will not access Customer Data except (a) to provide or support the Services, (b) as requested or authorized by Customer, or (c) to comply with applicable law or a binding order of a governmental body. Aaru will ensure that all personnel with access to Customer Data are bound by written confidentiality obligations and receive appropriate security training. Personal Data. If the parties agree that Customer Data will include Personal Data (as permitted under Section 2.1), the parties will enter into a data processing addendum before any such Personal Data is provided to Aaru, and that addendum will govern Aaru’s processing of such Personal Data. Return and Deletion. Within thirty (30) days following expiration or termination of this Agreement, Aaru will, upon Customer’s request, delete all Customer Data in its possession or control in accordance with industry-standard data destruction practices, except to the extent retention is required by applicable law or Customer Data is retained in routine backups, which will remain subject to this Agreement until deleted in the ordinary course. Security Reviews. Upon Customer’s written request, no more than once per year, Aaru will respond to Customer’s reasonable security questionnaire and provide summaries of relevant third-party audit reports or certifications, if any, all of which will be Aaru’s Confidential Information. Customer Responsibilities. Customer will keep its access credentials for the Services secure and confidential, will be responsible for all activity under its accounts, and will promptly notify Aaru at legal@aaru.com upon becoming aware of any unauthorized access to or use of the Services or any compromise of its credentials. WARRANTIES; DISCLAIMERS Limited Warranty. Aaru warrants that it will perform the Services with professional care and skill, in material conformance with the Agreement and applicable Order. If any material breach of the warranty in this Section 6.1 (excluding any non-conformity caused by Customer’s breach of this Agreement) persists without cure more than 30 days after Customer’s notice to Aaru of the breach, then Customer may terminate the affected Services immediately upon written notice, and, as Customer’s exclusive remedy, Aaru will refund to Customer any prepaid fees covering the remainder of the term of the applicable Order for the non-conforming Services following termination. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN SECTION 6.1 OR AS OTHERWISE EXPRESSLY PROVIDED IN A SERVICES ADDENDUM, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AARU DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. Deliverables. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT GENERATIVE ARTIFICIAL INTELLIGENCE TECHNOLOGY IS A DEVELOPING AREA OF TECHNOLOGY. ALTHOUGH AARU IS ALWAYS WORKING TO DEVELOP AND IMPROVE ITS ARTIFICIAL INTELLIGENCE CAPABILITIES, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER’S USE OF THE DELIVERABLES IS AT CUSTOMER’S SOLE RISK. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, THE DELIVERABLES ARE PROVIDED “AS IS”. THE DELIVERABLES ARE SYNTHETICALLY GENERATED AND ARE INHERENTLY PROBABILISTIC IN NATURE. WITHOUT LIMITING ITS OTHER DISCLAIMERS, AARU DOES NOT WARRANT THAT THE DELIVERABLES: (A) WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS; (B) WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE; OR (C) ARE DESIGNED FOR ANY PURPOSE REQUIRING FAIL-SAFE PERFORMANCE FOR WHICH FAILURE COULD RESULT IN DEATH, PERSONAL INJURY OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE. THE DELIVERABLES DO NOT CONSTITUTE, AND SHALL NOT BE CONSTRUED AS MEDICAL, LEGAL, HEALTH, FINANCIAL, INVESTMENT, OR ANY OTHER FORM OF PROFESSIONAL ADVICE AND ARE NOT INTENDED TO BE RELIED ON FOR MEDICAL, LEGAL, HEALTH, FINANCIAL, INVESTMENT, OR OTHER HIGH-RISK USES. HUMAN REVIEW SHOULD BE EXERCISED BEFORE MAKING DECISIONS BASED OFF OF THE DELIVERABLES THAT MAY PRODUCE LEGAL EFFECTS CONCERNING INDIVIDUALS OR PRESENT SIGNIFICANT RISK OF HARM TO INDIVIDUALS. CUSTOMER IS SOLELY RESPONSIBLE FOR USING DISCRETION, INCLUDING BY USING HUMAN REVIEW, TO DETERMINE WHETHER THE DELIVERABLES ARE APPROPRIATE FOR CUSTOMER’S USE CASE. INDEMNIFICATION By Customer. Customer will defend Aaru and its officers, directors, and employees against any third-party suits, claims, actions, or demands (“Claims”), and will indemnify and hold harmless such persons from and against all damages, fines, penalties, and settlement amounts finally awarded or agreed in settlement, and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection therewith (collectively, “Losses”), to the extent arising from: (a) Customer Data; (b) Customer’s use of the Deliverables (excluding any Claim for which Aaru is responsible under Section 7.2(a)); (c) Customer’s material breach of this Agreement; (d) Customer’s gross negligence or willful misconduct; or (e) any Claim brought by a Client arising from the Deliverables or from any services Customer provides to such Client (except to the extent Aaru is responsible for such Claim under Section 7.2). By Aaru. Aaru will defend Customer and its officers, directors, and employees against any third-party Claims, and will indemnify and hold harmless such persons from and against all Losses, to the extent arising out of: (a) any actual or alleged infringement of such third-party’s intellectual property rights by the Services or the Deliverables (excluding any Claim to the extent arising from Customer Data, Customer’s modification of the Deliverables, Customer’s combination of the Services or Deliverables with materials not provided by Aaru, or Customer’s use of the Services or Deliverables in breach of this Agreement or the Acceptable Use Policy); or (b) Aaru’s gross negligence or willful misconduct. If the Services or Deliverables become, or in Aaru’s reasonable opinion are likely to become, the subject of an infringement Claim, Aaru may, at its option and expense: (i) procure the right for Customer to continue using them; (ii) modify or replace them so they are non-infringing without materially reducing their functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Services and refund to Customer any prepaid fees for the unused portion of the applicable term. This Section 7.2 states Aaru’s sole liability, and Customer’s exclusive remedy, for any actual or alleged infringement or misappropriation of third-party intellectual property rights by the Services or Deliverables. Process. Each party’s obligations under this Section 7 are subject to the indemnified party: (a) providing prompt notice of any actual or threatened Claim (provided that any delay will relieve the indemnifying party of its obligations only to the extent it is materially prejudiced); (b) granting the indemnifying party sole control of the defense and settlement of the Claim; and (c) cooperating and, at the indemnifying party’s reasonable request and expense, assisting in such defense. The indemnified party may participate in the defense with counsel of its choosing at its own expense. The indemnifying party will not settle any Claim in a manner that imposes any obligation on, or requires any admission by, the indemnified party without the indemnified party’s prior written consent. LIMITATION OF LIABILITY; INSURANCE Limited Liability. EXCEPT AS PROVIDED IN SECTION 8.3 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL, CUMULATIVE LIABILITY RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE APPLICABLE SERVICES GIVING RISE TO THE CLAIM DURING THE 12-MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. Excluded Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, OR LOSS OF BUSINESS OR REPUTATION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. Super Cap. Notwithstanding Section 8.1, to the maximum extent permitted by applicable law, each party’s total, cumulative liability arising from: (a) a breach of its obligations under Section 4 or Section 5; (b) its defense and indemnification obligations under Section 7; (c) infringement or misappropriation by a party of the other party’s intellectual property rights; (d) its gross negligence or willful misconduct; or (e) in the case of Customer, any breach of Section 1.3 or Section 1.4 (collectively, “Super Cap Claims”), will not exceed five (5) times the amounts paid or payable by Customer under this Agreement during the 12-month period preceding the first event giving rise to liability (the “Super Cap”). Section 8.2 will not apply to amounts payable to third parties under Section 7. Liability for Super Cap Claims will not reduce the limit in Section 8.1, but in no event will either party’s aggregate liability under this Agreement exceed the Super Cap. Nothing in this Section 8 limits Customer’s obligation to pay fees due under this Agreement. Insurance. During the term of this Agreement, Aaru will, at its expense, maintain appropriate insurance coverage applicable to its performance of its obligations under this Agreement, including general commercial liability insurance and/or professional liability insurance. TERM AND TERMINATION Term. This Agreement begins on the Effective Date and continues until terminated in accordance with Section 9.2 below or as expressly set forth in an addendum. Termination. Each party may terminate this Agreement in its entirety: (a) on 30 days’ prior notice to the other, if at the time of notice there are no Orders in effect; (b) immediately on notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, in any jurisdiction, that is not dismissed within sixty (60) days; or (c) immediately on notice if the other party materially breaches this Agreement and does not cure such breach within 30 days after written notice thereof. Each party may terminate an Order immediately on notice if the other party materially breaches this Agreement or the applicable Order for the affected Services and does not cure such breach within 30 days after written notice thereof. Termination of the Agreement will terminate all Orders then in effect. Effect of Termination. Upon expiration or termination of an Order or this Agreement in its entirety, Customer will stop accessing and using the applicable Services and all corresponding rights granted to Customer in this Agreement will terminate, except for Customer’s ownership of, and license rights under Section 2.2 in, Deliverables for which Customer has paid in full. If Customer terminates an Order or this Agreement under Section 9.2(c) for Aaru’s uncured material breach, the following sentence will not apply, and Aaru will refund to Customer any prepaid fees covering the remainder of the term of the terminated Orders. Within 30 days following expiration or termination of an Order or this Agreement in its entirety, Customer will pay all remaining amounts, if any, payable under this Agreement for the term of any terminated Orders, regardless of the due dates in the Orders. Survival. Sections 2 (subject to Section 9.3, and provided that the license granted to Aaru in Section 2.1 will survive only to the extent necessary for Aaru to perform its obligations under Section 5.5), 3 (as applicable), 4, 5, 6, 7, 8, 9.3, 9.4, and 10, together with any other terms required for their construction or enforcement, will survive termination or expiration of this Agreement. MISCELLANEOUS Changes to these Terms; Amendment. Aaru may update or amend these Terms by posting the updated Terms on its website. Updated Terms become effective thirty (30) days after they are posted, and continued access to or receipt of the Services after that date constitutes acceptance of the updated Terms. Any modification of an Order or Services Addendum must be in writing and executed by authorized representatives of both parties. Relationship. The parties are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, or other relationship. There are no third-party beneficiaries of this Agreement, and no Client or Authorized User will have any right to enforce any term of this Agreement against Aaru. Notices. Customer will send all notices related to this Agreement in writing to Aaru, Inc., 228 Park Ave S PMB 794812, New York, New York 10003-1502 US, with a copy to legal@aaru.com. Aaru will send all notices related to this Agreement in writing to Customer at Customer’s address provided in the applicable Order, with a copy to Customer’s email address in the applicable Order (or electronically to that address alone). Each party may update the email address used for its receipt of notices by providing written notice to the other party. Assignment. Neither party may assign its rights or obligations under this Agreement without the other’s prior written consent, except in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, provided that Customer may not assign this Agreement to a direct competitor of Aaru without Aaru’s prior written consent. Any attempted assignment in violation of this Section 10.4 is void. Notwithstanding the foregoing, Aaru may assign this Agreement in its entirety to any Aaru affiliate. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties, their respective successors, and permitted assigns. Governing Law. Except as otherwise provided in any applicable Regional Terms, this Agreement will be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof. Subject to Section 10.6, any proceeding for interim or provisional relief, or to confirm or enforce an arbitral award, will be heard only in a federal or state court in the State of New York. Customer and Aaru waive any objection to venue in any such courts. Arbitration. Except as otherwise provided in any applicable Regional Terms, any dispute, controversy or claim initiated by either party arising under or in connection with this Agreement or the breach thereof will be finally resolved by binding arbitration. Any such arbitration will be held in the State of New York, United States, and conducted under the Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator appointed in accordance with such rules, and conducted in the English language. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court. In any arbitration or court proceeding arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party. To the maximum extent permitted by applicable law, each party waives any right to a jury trial and agrees that any dispute will be resolved on an individual basis and not as a plaintiff or class member in any class, consolidated, or representative proceeding. Notwithstanding the foregoing, each party will have the right, without waiving any right or remedy available to such party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrator hereunder or pending the arbitrator’s determination of any dispute, controversy or claim hereunder. Trade Laws. The activities governed by this Agreement, including access to and usage of the Services, are subject to the U.S. Export Administration Regulations, the regulations of the U.S. Office of Foreign Assets Control, and may also be subject to similar laws of other jurisdictions (collectively, “Trade Laws”). Customer agrees to fully comply with the Trade Laws that apply to Customer’s activities governed by this Agreement, including prohibitions against usage by restricted persons, for certain end-uses, and in territories embargoed by then-current Trade Laws. Each party represents and warrants that it is not restricted or sanctioned by applicable Trade Laws, including trade sanctions laws, and that it will comply with all anti-bribery and anti-corruption laws applicable to its performance under this Agreement. U.S. Government Rights. This Section applies to the extent that the Services are used by or in support of the U.S. Government. The Services are commercial items, and any software therein is commercial computer software (per Federal Acquisition Regulation (“FAR”) 12.211 and 12.212 and Department of Defense FAR Supplement (“DFARS”) 227.7202, as applicable). Government customers will have only those rights in technical data, computer software, and computer software documentation (collectively, “data”) set forth in this Agreement, except that Department of Defense customers may acquire additional rights in technical data pursuant to DFARS 252.227-7015(b). This provision applies in lieu of any FAR, DFARS, or other data rights clause or provision. Force Majeure. Except for Customer’s payment obligations, neither party will be liable to the other if performance is prohibited or delayed by acts or events outside of such party’s reasonable control. Severability. If any term (or part of a term) of this Agreement is held to be invalid, illegal or unenforceable, such term (or part of a term) is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. Construction. URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at such URLs. Order of Precedence. If any portion of this Agreement is expressly inconsistent with another, documents earlier in the following list will take precedence over later documents, unless the later document expressly recites the parties’ intent to supersede specific terms in the earlier document: (a) a Services Addendum; (b) an applicable Order; (c) any applicable Regional Terms; (d) these Terms; and (e) any other incorporated document. Aaru Affiliates. Aaru may perform its obligations through its affiliates and their subcontractors, and remains responsible for their performance. Aaru, Inc. and its affiliates may enforce Sections 1.3, 1.4, 2, and 4 with respect to the Aaru Technology and their Confidential Information. Entire Agreement. This Agreement constitutes the entire understanding of the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings of the parties with respect to such subject matter. Any terms contained in Customer’s purchase orders, vendor registration forms, supplier portals, or similar documents are void and of no effect, even if accepted or signed by Aaru.