Terms of Service

This Terms of Service, including any and all exhibits attached hereto and references incorporated herein, ("Agreement"), is effective as of August 29 (“Effective Date”), by and between Baionic, LLC, a Delaware corporation addressed in Broadway, 3rd Floor #3588‎‏, New York, NY 10001‎‏, United States (“we”, “us” or the “Company”) and Customer, which may be referred to herein collectively as the “parties” or individually as a “party.”

WHEREAS, the Company is the developer and operator of the Promptotype platform, a cloud-based SaaS solution, enabling the development, test, and iterate of structured LLM tasks (“Platform”) and ancillary services, all as agreed and further detailed in the specific service plan and scope as available in the Platform website , and as chosen by the Customer upon registering to the Platform (“Service Plan” and “Service(s)”); and

WHEREAS, the Customer wishes to use the Service, and the Company desires to provide Customer with the Service, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.
   1. “Account” means the Customer’s or Authorized Users online account enabling the use of the Service.
   2. “Account Information” means administer information provided by Customer during the registration and creation of the Account, including without limitation, contact information, company names, and company’s contact information and billing information associated with the Account if applicable. Further, Account Information includes the contact information and credentials of the Authorized Users, Client unique identifier, as provided or shared by the Customer or its Account Admin.
   3. “Account Admin” means the Customer and the account owner, account creator, registrant, that is authorized by the Customer to enable other Authorized Users to use the Service and assign them with credentials.
   4. "Affiliates” of a Party, means any entity which is controlled by controls of or is in common control with such a Party.
   5. “Authorized User” means those employees, contractors, Affiliates and end users, as applicable, authorized by Account Admin to use the Services on behalf of the Customer in accordance with this Agreement. Every Authorized User that logs in is considered a “Client” as defined below.
   6. “Company Technology” means the hosted cloud-based solutions, including any software provided as part of the Service, connectors, API, SDKs, sample code, software libraries, command line tools, and other related technology (including any of the foregoing that are provided by Company’s personnel). The Company Technology includes any new features, free trials, beta and alfa version, including the “look and feel” and all related or underlying technology and any modifications or derivative works of the foregoing.
   7. “Company Proprietary” means the Company Technology, Company Marks, Suggestions, Documentation and any information, content, image, video, code, data, or text available therein.
   8. “Company Marks” means any trademarks, service marks, service or trade names, logos, and other designations of the Company.
   9. “Confidential Information” means all nonpublic confidential information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) in the context of the relationship under this Agreement, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, can reasonably be understood to be confidential. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
   10. “Customer” means the entity or person that registered and engaged the Company for receiving the Services in accordance with a Service Plan.
   11. “Customer Data” means data, content, code, that the Customer or Authorized Users, submit, transmit, make available or upload to or through the Account, and which reside in, or run on or through, the Services the Service environment or the Account, in any format, processed, hosted or stored during the Term (excluding the Company Proprietary).
   12. "Documentation" means the Platform user manuals, handbooks, and guides relating to the Service available to the Customer either electronically or in hard copy form.
   13. “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
   14. “Service Specifications” means each of the features and services made available by the company, including web services, secure remote access, secret management services, as described in the applicable Service Plan.
   15. “Service Term” refers to the period of time for which Customer uses the Services, including any subscription period as specified in the Service Plan.
   16. “Suggestions” mean all suggested improvements, feedback, commentary, ideas, concepts, inventions, characters, plots, titles, designs, artwork, programs, programming techniques, or other statements concerning the Services or Beta Versions, that Customer or Authorized Users provide the Company with.
   17. “Usage Data” mean analytic, statistic, measurement data and telemetry collected by the Company relating to Customer's or Authorized Users’ use of the Services, the Company Technology such data may include the click stream data, duration, errors that occur, logs, including access logs.

2. Right Granted and Restrictions
   1. The Company hereby grants you a limited, non-exclusive, non-transferable right to access and use the Service during the Term, solely in accordance with this Agreement, Documentation and in compliance with applicable law, for Customer’s own business purposes. Except as provided herein, the Company and its licensors retain all ownership and intellectual property rights to the Company Proprietary, and derivative works thereof, and to anything developed or delivered by or on behalf of the Company under this Agreement.
   2. Upon registration, and after choosing a designated Service Plan, the Customer will be required to create an Account to allow them uniquely access and use the Services. The creation of such an Account may be done directly by providing contact details, including certain information regarding its business, billing data and define a username and password, or through integration and interface with a third-party identification interface (e.g., Google). Such registration details, whether direct or indirect through a third-party identification interface will be used by the Customer for accessing and managing its Account Admin. The total number of monthly Authorized Users under an Account shall be set forth in the applicable Service Plan.
   3. The Service does not include professional services, and the Company merely grants the Customer, including its Authorized Users, access to the Platform in accordance with the provisions herein.
   4. The Company reserves the right to modify, change, update the Service (such as infrastructure, security, technical configurations, application features, etc.) and the Service Specification, Documents or content therein, as long as they do not affect Customer’s use of the Services, and will provide Customer with an appropriate written notice prior to making any material changes that will impact the use of the Services during the Service Period. The Company shall have the right from time to time to modify or cancel any Service Plan, upon providing the Customer with prior written notice to allow the Customer to decide whether keep using the Service Plan, chose another Service Plan or terminate its use of the Service.
   5. The Customer retains all rights, title, ownership and intellectual property rights in and to the Customer Data. Subject to this Agreement, and solely to the extent necessary to provide the Service to the Customer, the Customer grants the company a worldwide, limited term license and the right to use, access, process and transmit, the Customer Data solely during the Term.

3. Restrictions and Limitations.
   1. The Customer or Authorized User is prohibited from using the Service or Platform in the following manners: (a) for any illegal, immoral, or unauthorized purpose, or any activity that might result in civil liability; (b) violating or infringing third-party rights, including but not limited to privacy, publicity, or intellectual property rights; (c) copying, crawling, indexing, caching, or using any information from the Platform that is not Customer Data; (d) developing a competing or similar product or service; (e) assisting third parties in unauthorized access to the Platform; (f) storing or distributing materials that are harmful, defamatory, obscene, infringing, or that promote illegal activity; (g) using the Service in scenarios where its failure could lead to harm; (h) engaging in discriminatory use; (i) copying, modifying, or creating derivative works of the Service or Documentation; (j) renting, leasing, selling, or transferring the Service or Documentation to third parties; (k) reverse engineering or attempting to access any component of the Service; (l) removing proprietary notices from the Service; or (m) systematically downloading and storing content from the Service.
   2. The Customer, including its Authorized Users, shall not use the Services in any manner that infringes upon any third-party’s Intellectual Property rights. Additionally, the use of third-party content which the Customer does not have the right to transfer, pursuant to any contractual or other relationship (e.g., insider information, proprietary or confidential information obtained in the context of employment or a non-disclosure agreement), is strictly prohibited.
   3. The Company may suspend the Customer Account or terminate the Agreement if it determines a breach of the Agreement, or any applicable law. While the Company will make efforts to notify affected parties of its decision, if it's unable to, Customers can reach out to our support or lodge an appeal. The Company further reserves the right to restrict or suspend any user of its Services or reporting features if it identifies that the user frequently files complaints that are deemed groundless. Should the Customer disagree with the Company's decision to suspend or block the Account or access to the Platform, an appeal can be submitted by contacting the Company's support. The appeal should provide a clear rationale against the decision. Upon review, if the Company determines its initial action was incorrect, it will inform the Customer, reinstate the account or the Services (as applicable), and remove any prior restrictions to ensure there are no future implications.

4. Customer Responsibilities.
   1. The Customer is solely responsible for all activities in its Account by Customer, an Authorized User or any third party. The Customer, through the Account Admin, is solely responsible to identifying the authentication of all Authorized Users, for approving the access by such Authorized User and for controlling any unauthorized use of the Account or Services. The Company is not responsible for any harm caused by the Authorized Users, including individuals who were not authorized to have access to the Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis or Customer’s local computers. The Customer is responsible for all activities that occur under the usernames, passwords or Accounts or as a result of access to the Services and agrees to notify the company immediately upon becoming aware of any unauthorized use.
   2. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data and hereby warrants that: (i) the Customer Data will not infringe any rights, including any privacy rights or proprietary rights, of any third parties; and (ii) it has obtained all necessary rights, releases and permissions to submit all Customer Data to the Service and to grant the rights granted under this Agreement.
   3. The Customer acknowledges that the Platform and Services are designed for general use and not tailored for specific industries such as medical, health-related, or financial. Without limiting the foregoing, and unless otherwise agreed in writing by the Parties, the Customer shall not use the Services to store or process personal data of individuals under 16 years old or any data subject to regulations such as the U.S. Gramm-Leach-Bliley Act, PHI under the Health Insurance Portability and Accountability Act, the U.S. Children’s Online Privacy Protection Act, or comparable foreign or domestic laws.
   4. Customer is responsible for properly configuring and using the Service subject to the Documentation and otherwise taking appropriate actions to secure, protect and backup Accounts and Customer Data in a manner that will provide appropriate security and protection.
   5. The Customer shall be required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, “Patches”) necessary for the proper function and security of the Service. Such Patches shall not always affect the use of the Services. However, if such Patches are not addressed it may cause errors to or unavailability of the Service, for which the Company will not be liable.

5. Warranties and Disclaimers.
   1. The Company hereby represents and warrants that: (i) it has full legal authority to enter into this Agreement; (ii) it has the professional skills and knowledge necessary in order to provide the Services and where applicable, the Service Specifications; (iii) the Services will comply with the Documentation, Service Specifications and Service Plan; (iv) the Services do not infringe on the proprietary rights of any third party; and (v) that the Service will be provided in compliance with applicable law.
   2. The Customer utilizes the Platform to develop test prompts, which are subsequently executed through third-party AI/ML systems and platforms ("Third-Party Systems"). In relation to this, the Customer understands and agrees that: (a) the Company is not accountable for the actions, effectiveness, or any shortcomings of any Third-Party System; (b) the Company neither has an affiliation with nor exercises control over any Third-Party System and will not bear responsibility for any charges or fees imposed by them, even if such charges derives from the interface between the Platform and such Third-Party System. It is the Customer's duty to manage and oversee its accounts in any such Third-Party System; (c) the prompts crafted within the Platform and their subsequent operation within such Third-Party Systems are influenced by their inherent configurations, designs, and algorithms. These may undergo updates or changes instituted by their respective creators. The Company cannot verify or guarantee their continued compatibility or functionality. Therefore, it falls solely upon the Customer to remain vigilant about the potential impacts of such alterations.
   3. EXCEPT AS SET FORTH ABOVE, THE SERVICES, COMPANY PROPRIETARY AND SERVICE SPECIFICATIONS, ARE PROVIDED “AS IS”. EXCEPT TO THE EXTENT PROHIBITED BY LAW, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE COMPANY PROPRIETARY AND SERVICE SPECIFICATIONS; AND DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES: (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT; (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE; (III) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED; OR (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

6. Subscription Fees and Payment.
   1. The Customer shall pay subscription fees according to the Service Plan they've selected ("Fee"). The Company shall invoice the Customer for the Fees in accordance with the terms specified in the Service Plan, and if not explicitly stated otherwise on the first day of any relevant subscription period. The Fees do not include taxes, and the Customer is responsible for any taxes associated with their subscription. Unless required by law, no taxes will be deducted from payments made to the Company. When tax deductions are mandated, the Customer will increase the payment amount to ensure that, after any deductions, the Company receives the intended Fee amount. If applicable, Customers must provide their VAT Registration Number(s) on orders to confirm the business nature of the subscribed services.
   2. The Fees shall not include any payment or fee to be paid to any Third-Party Systems, which shall be charged separately and independently by such Third-Party System provider.
   3. The Customer's subscription to the Service will commence on the effective date and persist for the initial Term as defined in the Service Plan. Upon expiration of the initial Term, the subscription will automatically renew for successive renewal Terms unless terminated by either party. The Company will invoice the Customer for each renewal Term based on the then-current Fees, unless a different fee has been mutually agreed upon.
   4. The Company reserves the right to adjust and modify the Fees. Any changes will become effective at the beginning of the subsequent renewal Term. The Company will provide the Customer with prior notice of any changes in Fees, allowing the Customer the option to terminate their subscription before the changes become effective.
   5. Payments not received by the due date will accrue interest at a rate of 1.5% per month or the highest rate permissible under applicable laws, whichever is lower. The Customer is also responsible for any legal or collection agency fees that the Company might incur while attempting to collect overdue amounts.
   6. The Company reserves the right to suspend or terminate the Customer's access to the Services if the Fees are not received in a timely manner. During any suspension for non-payment, the Customer remains liable for the total Subscription Fee for the entire Term.
   7. The Customer can cancel their subscription as outlined in the Service Plan, starting from the following subscription period. Unless stated otherwise and subject to applicable law, early cancellations won't result in any refunds or credits for partial months or unused services.

7. Term, Termination and Suspension.
   1. The term of this Agreement shall remain from the Effective Date and until the end of the relevant subscription term as agreed upon in the Service Plan or terminated in accordance with the provisions herein (“Term”).
   2. Each party may immediately terminate this Agreement in the event the other party is in breach of this Agreement and fails to cure the breach within thirty (30) days of receipt of written notice from the non-breaching party, or in order to comply with the orders or requests from governmental entities (“Termination for Cause”). Furthermore, the company may terminate this Agreement immediately in the event: (i) The Company does not receive the applicable payments from the Services either by Customer; (ii) of institution of bankruptcy, receivership, legal insolvency, reorganization, or other similar proceedings by or against you or the Reseller under any applicable laws, if such proceedings have not been dismissed or discharged within thirty (30) days after they are instituted.
   3. Each party may terminate the Agreement, upon prior written notice at any time, as long as there are no effective Service Plan or if the Service Term was completed or otherwise fully paid (“Termination for Convenience”)
   4. The Company may suspend Customer or an Authorized Users' access to or use of any portion or all of the Service immediately upon notice to Customer if Customer's use of the Service: (i) violates the restrictions and liabilities set forth in these Agreement or poses a security risk to the Service or any third party; (ii) could adversely impact The Company’ systems, the Service or Company Proprietary; (iii) will be a liability to The Company or its Affiliates; or (iv) could be fraudulent.
   5. Upon the termination: (i) Customer rights provided under this Agreement will immediately terminate; (ii) each party will immediately return or destroy other party’s Confidential Information in its possession; and (iii) any Sections herein that by their nature should continue to apply following termination shall continue to remain in effect, including payment obligations, if applicable, disclaimer of warranties, limitation of liability, confidentiality, IP rights and assignment of the Suggestions, and data security (if applicable).
   6. Customer acknowledges that upon termination of this Agreement, the Customer shall be responsible to back up your Customer Data and The Company reserves the right to delete such data within 60-days following termination, unless agreed with The Company otherwise.

8. Beta Versions.
   1. The Company may offer pre-release and beta versions of new features of the Service (“Beta Versions”). It is understood that any Beta Versions are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Service. The Company makes no promises that any Beta Versions will ever be made generally available. In some circumstances, The Company may charge a fee in order to allow the use Beta Versions, but the Beta Versions will still remain subject to this Section 4. All information regarding the characteristics, features or performance of any including Beta Versions constitutes The Company’ Confidential Information. To the maximum extent permitted by applicable law, The Company disclaims all obligations or liabilities with respect to Beta Versions, including any support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING IN THESE TERMS, THE MAXIMUM AGGREGATE LIABILITY TO THE CUSTOMR IN RESPECT OF BETA VERSIONS WILL BE US$50.

9. Support Services
   1. The Company may provide support services to assist the Customer in using the Service. Such support services shall be provided during regular business days and hours. Such support shall be provided through online channels. For any queries, issues, or assistance, please contact Company’s support at support@promptotype.io.
   2. While the Company strives to provide timely and accurate support, the Company does not guarantee any specific response time or outcome from the support services. We appreciate your understanding and patience.

10. Security and Data Protection.
    1. The Company implements and maintains physical, technical and administrative security measures designed to protect Customer Data from unauthorized access, destruction, use, modification, or disclosure, and secure the use of the Services. However, the Company. Like any other online service, cannot 100% guarantee the security of the Service or Customer Data.
    2. The Company shall not be liable or responsible for any integration with a Third-Party system, including any of its security aspects or such third party security and privacy practices and policies.
    3. The Company may, directly or through third party measurement tools, collect and use Usage Data for the purpose of improving, operating, developing and supporting the Service.
    4. Any Processing of Personal Data shall be subject to Company’s privacy policy available here.
    5. The Company has no ability to monitor the Customer Data and the Customer shall be liable to inform the company if additional safeguards, technically or contractually, are required due to the sensitivity of the Customer Data. Such additional safeguard shall be always subject to a separate agreement with the Company upon its sole discretion.
    6. The Company does not provide an archiving or hosting service, and expressly disclaims all other obligations with respect to the storage of Customer Data. Customer shall be responsible to always back up the Customer Data.

11. Confidentiality
    1. Except as stipulated herein, and to the extent required under applicable law, the Receiving Party agrees to maintain the confidentiality of any Confidential Information disclosed by the Disclosing Party.
    2. The Receiving Party shall not disclose, use, copy, or distribute any Confidential Information to any third party, with the exception of its employees and contractors who require this information for the purpose of fulfilling their obligations under this Agreement. Such disclosure is permissible provided that these employees and contractors are bound by terms consistent with this Agreement regarding the handling of such Confidential Information.
    3. The Receiving Party may disclose Confidential Information if legally mandated, but only after providing written notice to the Disclosing Party (unless restricted under law), outlining the legal requirement and the specifics of the Confidential Information to be disclosed.
    4. Both Parties acknowledge that any breach of this Confidentiality Section could cause significant and irreparable harm to the other. As a result, in the event of any breach or threatened breach, the non-breaching Party shall be entitled to seek injunctive relief, without the necessity of posting a bond, to prevent unauthorized use or disclosure of its Confidential Information, in addition to any other remedies available under applicable law.
    5. The obligations outlined in this Section shall endure for a period of 5 years following the termination or expiration of this Agreement. All Confidential Information remains the property of the Disclosing Party. The provision of Confidential Information under this Agreement does not grant the Receiving Party any rights, title, or licenses, explicit or implied, concerning the Confidential Information or its related Intellectual Property.

12. Indemnification.
    1. Each Party ("Indemnitor") shall defend, indemnify, and hold harmless the other Party, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives ("Indemnitees") from and against any Losses arising out of or relating to any third-party claim concerning: (a) breach of third-party intellectual property rights; and (b) Indemnitor's gross negligence, willful misconduct or fraud.
    2. The obligations under this Section will only apply if the Indemnitees: (a) promptly notifies the Indemnitor in writing regarding the claim; (b) permits Indemnitor to control the defense and settlement of the claim; and (c) reasonably cooperates with the Indemnitor (at Indemnitor's expense) in the defense and settlement of the claim. In no event will Indemnitor agree to any settlement of any claim that involves any negative commitment of the Indemnitees, without the written consent of the Indemnitees.
    3. Notwithstanding the above, the Company may, in its sole discretion: (i) procure the right for Customer to continue to use of the Service in accordance with this Agreement without the infringement; (ii) substitute a substantially functionally similar to the Service; or (iii) terminate the right to continue using the Service and refund any prepaid amounts for the terminated portion of the Term.

13. Limitations of Liability.
    1. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. THE COMPANY MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SERVICE PLAN, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO THE COMPANY FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE CORRESPONDING FEES PAID BY THE RESELLER TO THE COMPANY FOR THE CUSTOMER’S USE OF THE SERVICES WILL BE DEEMED THE FEES ACTUALLY PAID BY CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT FOR PURPOSES OF CALCULATING THE LIABILITY CAP SET FORTH HEREIN.
    2. NOTWITHSTANDING ANYTHING CONTAINED ABOVE, THE COMPANY SHALL HAVE NO LIABILITY RELATING TO TRIAL SERVICES OR ANY SERVICES PROVIDED FREE OF CHARGE.

14. Miscellaneous.
    1. Assignment. Neither party may assign or otherwise transfer this Agreement or its rights and obligations hereunder to a third party without the other party's prior written consent; provided, however, that each party may assign this Agreement at any time without the other party's consent: (a) in connection with a merger, acquisition or sale of all or substantially all of its business or assets; or (b) to any Affiliate or as part of a corporate reorganization. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the Parties and their respective permitted successors and assigns.
    2. Entire Agreement. This Agreement (including any Service Plan in connection with the Agreement) is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal. This Agreement shall prevail in the event any online acceptance of terms was performed during the registration or use of the free trial.
    3. Force Majeure. The Company and Affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, global pandemic, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
    4. Export Laws. The Customer agrees to comply with all applicable export and import laws and regulations in its access to, use of, and download of the Services (or any part thereof). The Customer shall not (and shall not allow any third-party to) remove or export or allow the export or re-export of any part of the Service or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (“Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any applicable agency or authority. The Customer agrees not to use or provide the Services for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the government.
    5. Jurisdiction; Governing Law. Any dispute is between Customer and The Company will be governed by the laws of the State of Delaware, without regard to the conflict of laws provisions of such State, and any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the competent courts of the Delaware, USA, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
    6. Independent Contractors; Non-Exclusive Rights. The Parties are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
    7. Notice. Each Party may provide the other Party with notice hereunder by: personal delivery, overnight courier, registered or certified mail or via email to the mailing address or Email (return receipt requested), as applicable, listed below. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided via registered or certified mail will be effective three business days after they are sent. Notices provided via email will be deemed received upon its receipt.
    8. No Third-Party Beneficiaries. Except as set forth herein, this Agreement does not create any third-party beneficiary rights for any individual or entity that is not a party to this Agreement.
    9. No Waivers. Failure by The Company to enforce any provision of this Agreement will not constitute a waiver of such provision nor limit its right to enforce such provision later. All waivers by The Company must be in writing to be effective.
    10. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.