Terms of Service

These Terms of Service (the “Terms”) are entered into between you, on behalf of yourself or your company or university (“you,” or “your”), and Dataerai, Inc., a Delaware corporation (“Dataerai,” “we,” “us,” and “our”). These Terms govern your access to and use of Dataerai services and our software as a service platform, including any content or functionality offered on or through the platform (collectively, the “Services”). The Services are published, owned, and operated by Dataerai.

By accessing, browsing, submitting information to and/or using the Services, or by checking the checkbox or selecting ACCEPT when completing an Order or Subscription purchase, you agree and acknowledge on your own behalf, or on behalf of your company or university, that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to these Terms, please do not use the Services.

1. THE SERVICES

The Services enable, among other features, automated digitization of research outputs, transforming fragmented data into structured machine assets. The Services will be further described in your Order.

The information provided on our website or in informational materials is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our Services. We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. Dataerai disclaims all liability and responsibility arising from any reliance placed on such content.

The Services may be used in conjunction with third-party products, applications, or services. Dataerai does not control or assume responsibility for any third-party offerings. You are solely responsible for reviewing, understanding, and complying with all applicable terms, conditions, and policies of such third parties. Your use of third-party products or services is at your own risk.

2. USE OF THE SERVICES

To access or use the Services, you must be at least 18 years of age or the age of majority in your jurisdiction, if older, and not prohibited from doing so by applicable law. Provided that you pay all the required fees under these Terms and comply with all other terms of these Terms, Dataerai hereby grants to you a limited, non-exclusive, terminable, non-transferable right to access and use the Services pursuant to these Terms, solely for the duration of the applicable Order or Subscription, and subject to Dataerai’s intellectual property rights in the Services. You shall not use or otherwise access the Services in a manner that exceeds your authorized use as set forth in these Terms and the applicable Order. You may not use the Services if we’ve terminated your account(s) or banned you. You agree to use the Services only for lawful purposes, comply with all rules governing any transactions on and through the Services, and comply with applicable laws.

3. USER ACCOUNT RESPONSIBILITY

You must create an account and provide certain personal information to access most of our Services. You agree that the information you provide to us via your account(s) is accurate and that you will keep it accurate and up-to-date at all times. As further described below in Section 4, you’re responsible for safeguarding your account(s), and you accept responsibility for all activities that occur via your account(s). Dataerai disclaims any liability for third-party actions made via your account(s). You agree to notify us immediately if you suspect any unauthorized use of your account(s) or access to your password(s). In order to provide you with access to features across our Services, we may create and link different services’ accounts for you. You agree not to share your account, login information, or access credentials with any other individual or entity. Unauthorized sharing or use of your account may result in suspension or termination of your access to the Service, without notice. We reserve the right to monitor account usage and take appropriate action to enforce these Terms.

4. AUTHORIZED USERS

You are responsible for providing access to the Services to any of your employees, consultants, contractors, and agents (i) who are authorized by you to access and use the Services under the rights granted to you pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder and as further provided in an applicable Order (“Authorized Users”). You will provide reasonable cooperation with Dataerai to enable Dataerai to provide the Services to you. YOU ARE RESPONSIBLE FOR ANY ACTIVITY OCCURRING THROUGH THE ACCOUNTS, INCLUDING UNAUTHORIZED ACTIVITY AND AUTHORIZED USERS’ USE AND PROCESSING OF ANY PERSONAL INFORMATION, AND YOU ARE RESPONSIBLE FOR ANY BREACH OF THESE TERMS BY ANY AUTHORIZED USERS. You must use reasonable efforts to prevent unauthorized access to or use of the Services, including any personal information, and shall promptly notify Dataerai in the event of any unauthorized access or use. You shall comply, and shall ensure that your Authorized Users comply, with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to your use of the Services, including without limitation those related to data protection, electronic communications, and anti-spam legislation.

Depending on which Services you elect to receive, you or your Authorized Users may be required to agree to additional end user license agreements (“EULA”) applicable to the subject Services. Such EULA may be in the form of a “click-through” license, terms of use accessible through or otherwise made available on our Services, or in such other form as Dataerai deems advisable.

5. TERM

These Terms shall continue for as long as any applicable Orders or Subscriptions are in effect (the “Term”), unless sooner terminated pursuant to these Terms. Unless otherwise stated in the Order, you shall pay for the Services on a monthly basis and can cancel the Services at any time. Unless otherwise provided in these Terms, upon your cancellation of the Services, your and your Authorized User’s access to the Services will terminate at the end of your current Term.

6. TERMINATION

Either party may terminate these Terms, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) breaches these Terms, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which, if involuntary, is not dismissed or vacated within forty five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this Section, Dataerai may terminate these Terms before the expiration date of the Term on written notice if you fail to pay any amount when due hereunder. The parties acknowledge that in the event of a termination for any reason, the rights granted by Dataerai to you will cease immediately.

7. ORDERS; SUBSCRIPTIONS; CANCELLATIONS

Orders will be initiated when you submit an order or purchase a Subscription (defined below) on our website or by executing an order form or statement of work (collectively, an “Order”). By placing an Order, you affirm that you are of legal age to enter into a binding agreement for the Services, and acknowledge that you are bound by these Terms. You may not use the Services if you (a) do not agree to these Terms, (b) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with Dataerai, or (c) are prohibited from accessing or using the Services by applicable law. Each Order is subject to, governed by, and incorporates by reference, these Terms. Dataerai shall provide the Services in accordance with the terms and subject to the conditions set forth herein. To the extent these Terms contradict any terms in any applicable Order, these Terms shall control.

Dataerai provides numerous service options on the Services. Certain service options may be provided free of charge, while other options require subscription payments before they can be accessed (“Subscriptions”). Dataerai may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. Dataerai is not responsible for the products and services provided by such third parties. From time to time, Dataerai may offer trials of its paid subscriptions for a specified period without payment or at a reduced rate. The term of a Subscription shall be set forth in the applicable Order. If your Subscription is monthly, your subscription will be valid for a period of a month and will automatically renew until cancelled by you. If your Subscription is yearly, your subscription will be valid for a period of one year and will automatically renew until cancelled by you.

If you choose to cancel your Subscription, your access to the Services and all associated features will remain active until the end of your current billing period, such as monthly or yearly. After your renewal date, your access to the Services will be discontinued, and you will no longer be able to use the Services. You can cancel the Services by contacting us using the contact information provided below.

8. PROHIBITED USES

Except as otherwise provided herein, you may not use any of our Services in the following ways:

• (a) In any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of it;
• (b) Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
• (c) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services, or any part thereof;
• (d) Attempt to gain unauthorized access to any Services account, computer systems or networks associated with Dataerai or Services;
• (e) Obtain or attempt to obtain any materials or information through the Services by any means not intentionally made available or provided by Dataerai;
• (f) Use any robot, spider, or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material;
• (g) Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
• (h) Attack the Services via a denial-of-service attack or a distributed denial-of-service attack;
• (i) Impersonate or attempt to impersonate Dataerai, a Dataerai employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
• (j) Post or upload any materials, that harass, bully, defame or threaten any specific individual;
• (k) Post or upload any materials that infringe on the intellectual property rights of others, including any copyrighted or trademarked materials, on the Services;
• (l) Post or upload any materials that are, or promote activities that are, illegal or are against the laws and regulations of the jurisdictions in which you operate, do business, or access the Services.

Dataerai has a zero tolerance policy for any materials that constitute, in our sole discretion, harassment, racism, obscene content, discrimination or any other offensive content of any kind. At our sole discretion, we may suspend, terminate or permanently ban your access to the Services for any violation of this zero tolerance policy. Additionally, you may not post or upload any materials, that promote self-harm.

However, we do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

9. FEES AND EXPENSES

You shall pay the fees as set forth on the Order in order to obtain access to the Services (the “Fee(s)”). Unless otherwise specified in the applicable Order, Dataerai will automatically withdraw the Fees of the Services on a monthly basis from your specified financial account, credit or debit card, or other payment method. Unless otherwise stated in these Terms or your Order, all amounts payable for the Services pursuant to an Order are non-cancelable and non-refundable. Unless otherwise specified in the Order, you agree to pay invoiced Fees in U.S. dollars. You represent and warrant that (i) the credit or debit card information or other payment information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such payment information for the purchase, (iii) charges incurred by you will be honored by your financial institution, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

We reserve the right to modify, update, or change our fees, subscription rates, and any other associated costs at any time, at our sole discretion, including membership fees. Any changes will be effective immediately upon posting, unless otherwise stated. Continued use of tour Services after such changes constitutes your acceptance of the revised fees and charges. It is your responsibility to review the Terms periodically for any updates.

Any late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall also reimburse Dataerai for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

Notwithstanding anything to the contrary, upon providing 30 days prior notice to you, Dataerai shall be permitted to increase any Subscription fees. Such increase in Subscription fees will only be applicable to new Subscriptions or renewals of your Subscription.

10. TAXES

You shall be responsible for all taxes, including, without limitation, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any foreign, federal, state, or local governmental entity on any amounts payable by you hereunder; provided, that, in no event shall you pay or be responsible for any taxes imposed on, or regarding, Dataerai’s net income.

11. THIRD-PARTY WEBSITES

The Services may contain links to websites and platforms controlled or operated by persons and companies other than Dataerai (“Linked Sites”). Linked Sites are not under the control of Dataerai, and Dataerai is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. Dataerai is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. Dataerai is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Dataerai of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support Dataerai or are identified in the Services, including any delivery of and payment for goods and services.

12. THIRD-PARTY APPLICATIONS

You acknowledge that your access and use of any third-party applications or software on the Services and Content (the “Third-party Applications”) is at your discretion and risk, and Dataerai has no liability to you arising from your use of the Third-party Applications. Dataerai hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications, and you agree to indemnify and hold Dataerai harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with your use or performance of the Third-party Applications.

13. INTELLECTUAL PROPERTY NOTICES

The Services and the data, material, content or information provided by Dataerai therein (collectively, the “Content”), are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Services or Content in any manner, except as expressly permitted by Dataerai in these Terms. The Services and Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of Dataerai or applicable owner. You acknowledge and agree that Dataerai retains sole and exclusive ownership of all right, title, and interest in and to: (i) Dataerai’s intellectual property; and (ii) the Services (including any pre-existing software, know-how, methodologies, and data), including any modification, improvement, enhancement, or configuration made to the Services, regardless of who creates, suggests, and/or contributes in any such modification, improvement, enhancement, or configuration.

You acknowledge that your use of the Services may require the processing and transmission of Your Content to Dataerai. You shall own all title, intellectual property and contractual rights in and to sharing the Your Content with Dataerai. Notwithstanding the foregoing, when you or your Authorized Users uploads, submits, or stores Your Content through the Services, you grant Dataerai a worldwide license to use, host, store, reproduce, modify, and create derivative works from the Your Content to provide, support, and improve the Services. Dataerai is not responsible for any electronic communications and/or Your Content which are delayed, lost, altered, intercepted or stored during the transmission of any data by means of third party networks (other than third parties providing computing or storage services under these Terms on behalf of Dataerai). You represent and warrant that you have all necessary rights in, and obtained all necessary consents to, Your Content to grant Dataerai the rights granted under this Section. Notwithstanding anything to the contrary in these Terms, you authorize and agree that Dataerai may collect or create de-identified or aggregated data and such de-identified or aggregated data shall be the property of Dataerai.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Services. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, Dataerai or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

Notwithstanding any of the foregoing, the Dataerai Source Code License applies to any open source software.

14. PUBLIC AND PRIVATE DATA

You and your Authorized Users are responsible for properly identifying and classifying all data provided to the Service as either Public Data or Private Data at the time such data is provided to the Service. You acknowledge that the level of security and confidentiality applied to such data by Dataerai will depend on its classification as Public Data or Private Data.

“Public Data” means any data, information, or materials that are publicly available, published, or otherwise in the public domain at the time of disclosure or that is not identified by you or your Authorized User as Private Data when providing such data to the Service, and which may be used, processed, and disclosed without the same level of restrictions as Private Data. Public Data can include grant research data that is no longer subject to restriction or confidentiality requirements. Public Data is deemed public and shall not be subject to any confidentiality obligations under these Terms.

“Private Data” means any data or information that is specifically identified by you or your Authorized User as private, confidential, or sensitive when providing such data to the Service, including but not limited to proprietary research data subject to grants and any other information that requires heightened security measures. Private Data shall be subject to the confidentiality provisions set forth in these Terms. Dataerai shall maintain the confidentiality of Private Data and use it solely for the purpose of performing its obligations under these Terms.

15. ARTIFICIAL INTELLIGENCE (“AI”)

We provide services and solutions that include the use of AI, including but not limited to reviewing and analyzing submitted data, files, and documents. We may, with your authorization, provide you with prompts, free-text boxes, or allow you to link to other third-party materials. We will then transfer the text and data that you submit to the Services with a small number of thoroughly vetted partners for the sole purpose of providing you with the services that you requested. These vetted partners do not use Your Content to train their models.

Notwithstanding the foregoing, (1) we may use the data that you submit to update, modify, or otherwise improve our Services, including enhance models provided to us by our vetted partners, and (2) we may create Aggregated Statistics (defined below). “Aggregated Statistics” means data and information related to your or any authorized user’s use of the Services that is used by Dataerai in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. As between Dataerai and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Dataerai. You acknowledge that Dataerai may compile Aggregated Statistics based on data input into the Services, including using scenarios of submitted documents, without personally identifiable information, to enhance our Services. Such Aggregated Statistics may also be used to train the industry participants on regulations to improve the safety of the communities.

HUMAN REVIEW. THE OUTPUT FROM THE AI SERVICES MAY NOT ALWAYS BE ACCURATE. YOU SHOULD NOT RELY ON SUCH OUTPUT FROM OUR SERVICES AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE OUTPUT OF THE SERVICES FOR ACCURACY AND APPROPRIATENESS FOR YOUR USE CASE, INCLUDING USING HUMAN REVIEW AS APPROPRIATE, BEFORE USING, MODIFYING, OR OTHERWISE RELEASING SUCH OUTPUT FROM THE SERVICES.

16. CONFIDENTIAL INFORMATION

All non-public, confidential or proprietary information of either party (“Confidential Information”), including, but not limited to, information about such party’s business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with these Terms, is confidential, solely for use in performing these Terms and the Services and may not be disclosed or copied unless authorized by the Disclosing Party in writing. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of these Terms; (b) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Disclosing Party’s disclosure hereunder; (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall be responsible for any breach of this Section caused by any of its employees, contractors, agents, or representatives. On the expiration or termination of these Terms, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. For the avoidance of doubt, Private Data shall be considered your Confidential Information.

17. LOCATION OF SERVICES

Dataerai is located in the United Sates. We make no claims that the Services or any of its contents are accessible or appropriate in every country. Access to the Services may not be legal by certain persons or in certain countries.

18. DISCLAIMER

Dataerai represents, warrants and covenants that (i) it has the full corporate right, power and authority to enter into these Terms, (ii) the execution of these Terms by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (iii) it shall use commercially reasonable efforts to prevent unauthorized access to, and maintain and assure the strict confidentiality of, all Your Content.

You represent, warrant and covenant that (i) you has the full right, power and authority to enter into these Terms, including on your own behalf or on behalf of your company or university, and (ii) the execution of these Terms by and the performance of your obligations and duties hereunder do not and will not violate any agreement to which you or your company or business is a party or by which it is bound.

EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND DATAERAI DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DATAERAI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, DATAERAI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET ALL OF YOUR OR ANY OTHER PERSON'S PURPOSES OR NEEDS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE.

19. LIMITATION OF LIABILITY

IN NO EVENT WILL DATAERAI BE LIABLE FOR: (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF DATAERAI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. DATAERAI’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THESE TERMS WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY YOU TO DATAERAI UNDER THE AGREEMENT IN THE THREE (3) MONTHS PRECEDING SUCH CLAIM.

20. INDEMNIFICATION

You will defend, indemnify, and hold harmless Dataerai and its directors, officers, employees, and agents (“Dataerai Indemnified Parties”), from and against any and all losses, costs, fees, liabilities, damages, and expenses (including attorney costs and litigation fees) (“Losses”) incurred by Dataerai Indemnified Parties resulting from any third party claim, suit, action, or proceeding (“Third-Party Claim”) arising out of or relating to (a) your or an Authorized User’s unauthorized use of the Services; (b) Your Content; or (c) the unauthorized actions, errors, omissions, negligence, willful misconduct, violations of law, or fraud of you or your Authorized Users. In the event of such Third-Party Claim, we will provide notice of the Third-Party Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Dataerai shall indemnify and defend the you and your directors, officers, employees, and agents (“Your Indemnified Parties”), at Dataerai’s own expense, against all Losses incurred by Your Indemnified Parties resulting from any Third-Party Claim arising from or related to the infringement, violation or misappropriation of a third party’s United States intellectual property rights by the Services. If a Third-Party Claim is made pursuant to the foregoing, in Dataerai’s sole discretion, Dataerai may at its cost, (i) modify or replace any such infringing Services or other material so that it no longer infringes or misappropriates, (ii) obtain a license for your continued use of that portion of the Services in accordance with these Terms, or (iii) if (i) or (ii) are not reasonably available, terminate your rights for that portion of the Services upon thirty (30) days’ written notice. The obligations set forth in this paragraph do not apply to the extent a Third-Party Claim arises out of or is related to (1) your breach of these Terms, or (2) the combination of any Services with any materials or services not provided by Dataerai and the combination of such is the cause of the claim.

21. SUSPENSION OF SERVICES

In addition to all other remedies available under these Terms or at law, Dataerai shall be entitled to suspend the provision of the Services if you fail to pay any undisputed Fees when due hereunder. Notwithstanding the foregoing, Dataerai may, at its sole discretion, temporarily suspend your and any Authorized User’s access to any portion or all of the Services if: (i) Dataerai reasonably determines that there is a threat or attack on any of Dataerai’s intellectual property; (ii) Dataerai’s provision of the Services to you or any Authorized User is prohibited by applicable law; or (iii) Dataerai concludes that your or any Authorized User’s use of the Services is in violation of these Terms or is causing immediate, material, and ongoing harm to Dataerai or any other individual or entity.

22. GOVERNING LAW AND VENUE

All claims subject to these Terms and any and all claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under these Terms or your access to or use of the Services, shall be governed by the laws of the State of Delaware without giving effect to any conflict-of-laws principles that may otherwise provide for the application of the law of another jurisdiction. These claims or disputes shall be brought and litigated exclusively in the state or federal courts located within New Castle County, Delaware.

23. LIMITATION ON TIME TO FILE CLAIMS

Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

24. CHANGES TO THESE TERMS OF USE

Dataerai may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by Dataerai. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Services after any such change is communicated shall constitute your consent to such change(s).

25. FORCE MAJEURE

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for your obligations to make payments to Dataerai hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): weather and other Acts of God, government restrictions or orders, pandemics or epidemics, acts of terrorism, widespread Internet outage(s), wars, insurrections and/or any other cause beyond the control of the Impacted Party. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

26. NOTICES

All notices to a party hereunder shall be in writing, and delivered by certified mail (return receipt requested), overnight courier, or personal delivery, to the address specified in the Order or such other address as either party may specify in writing. Notices shall be deemed given upon receipt.

27. EXPORTS

You shall comply with all applicable export laws and regulations in its use of the Service. You agree that the Service will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Regulations or any other applicable export laws, restrictions, or regulations.

28. GENERAL

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Dataerai as a result of these Terms or use of the Services. You may not assign these Terms without the prior written consent of Dataerai in all instances. Dataerai may assign these Terms, in whole or in part, at any time. Dataerai’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Dataerai’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Dataerai with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, including the Order and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and Dataerai with respect to the Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Dataerai. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

29. DATAERAI CONTACT INFORMATION

We value your opinions and welcome your feedback. To contact us about these Terms, please contact us at: info@dataerai.com