Terms & Conditions

These Terms and Conditions (this "Agreement") are a legal agreement between you ("you" or "your") and Prescient AI, Inc. ("Company," "we," "our" or "us") for the purchase of access to Company's automation platform that provides transparency and data insight for marketers (the "Platform"), and related customization or implementation work (together with the Platform, "Services") described in a mutually agreed upon ordering document, for the purchase of Services (each, an "Order"). Company and you may each be referred to as a "Party" or collectively referred to as the "Parties".

1. The Services

The Services. Subject to your compliance with the terms and conditions of this Agreement, Company shall provide you the Services specified in an Order. Each Order shall set out the particular details of the Parties' agreement as to the provision of Services from Company to you, including the subscription period for the Platform ("Subscription Term"), applicable specifications or other requirements. Absent the execution of an Order specifying the delivery of any Services, this Agreement does not, in and of itself, represent a commitment by Company to deliver any Services. This Agreement prevails over any of your general terms and conditions regardless of whether or when you have submitted your request for proposal, order, or such terms. Provision of Services to you does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any Order hereunder, the terms of this Agreement shall govern.

Changes. You and Company may propose changes with respect to the scope or performance of the Services ("Changes"). If Company and you are not able to agree on (i) the effect of the Change, if any, on the charges for the Services (collectively, the "Fees") and the manner in which such effect was calculated, or (ii) the anticipated time schedule for implementing the Change, then the Changes will not be implemented. Nothing set forth in this Section 1.2 shall limit Company's right to update these terms and conditions as permitted under Section 12.3.

The Platform. Subject to your compliance with the terms and conditions of this Agreement, Company shall make the Platform available to you pursuant to this Agreement and all applicable Orders during a Subscription Term.

Your Responsibilities. You are responsible for all actions taken by you or an individual authorized by you to use the Platform (collectively, "Users") in your account(s) and for Users' compliance with this Agreement. You shall: (i) have sole responsibility for the accuracy and legality of all Your Data (as defined in Section 4.2); (ii) ensure that any user IDs, passwords, and other access credentials for the Platform are kept strictly confidential and not shared with any unauthorized person; (iii) promptly notify Company of any breach of security or unauthorized use of your account(s); (iv) comply with requests made by Company to update various features or functionalities within the Platform to optimize performance of the Platform to customers generally (v) use the Platform in compliance with this Agreement, applicable Order, and all applicable local, state, federal and foreign laws; and (vi) provide notice and obtain any legally required consent for the use of tracking technologies used by the Platform in creating Users' profiles.

Use Restrictions. Your use of the Platform shall be limited solely for your internal business purposes as contemplated by this Agreement, and you shall not, and may not allow any third-party to: (a) rent, loan, or re-license rights to access and/or use the Services or Platform (except as specifically provided herein); (b) copy, modify, disassemble, decompile, or reverse engineer software included as part of the Services or Platform; (c) share identification or password codes with persons other than Users, or permit your account to be accessed by individuals who are not Users; (d) access, use, or permit a third party to access or use the Services or Platform for purposes of competitive analysis, including the development, provision, or use of a competing software or service or for any other purpose that may be to Company's detriment or commercial disadvantage; or (e) use the Platform or Services in any way not expressly provided for in this Agreement.

Protection of the Platform. Any use of the Platform by you that, in Company's reasonable judgment, imminently threatens the security, stability, integrity or availability of the Platform, or otherwise harms Company, other customers or third parties, may result in your immediate suspension from the Platform, however Company will use commercially reasonable efforts under the circumstances to notify you in advance of such suspension and provide you with an opportunity to correct your usage prior to any such suspension. Company will have no liability for any such suspension made in good faith. Unless this Agreement and/or applicable Order has been terminated, Company will restore your access to the Platform once it verifies that you have resolved the condition requiring suspension.

Third Party Websites. Certain content, products, and services available via the Platform may include materials from third-parties or provide you with access to third-party tools, products, and resources over which we neither monitor nor have any control nor input. Further, third-party links on our Platform may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of any third-party materials or websites, or for any other materials, products, or services of third-parties. The views expressed in third-party materials, websites, resources, products, or services are those of such third-party, and do not necessarily reflect our views. You acknowledge and agree that we provide access to such third-party materials, products, websites, tools, and resources "as is" and "as available" without any warranties, representations, or conditions of any kind and without any endorsement. We do not warrant and will not have any liability or responsibility arising from or relating to third-party materials, websites, tools, products, and resources. Any use by you of third-party materials, tools, products, services, and resources offered through the Platform are entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which such items are provided by the relevant third-party provider(s). We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. You may not use third-party content without that third-party's permission, or as otherwise allowed by law. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the applicable third-party.

2. Term; Termination

Term. The Initial Term of this Agreement shall commence on the date last signed by either Party in the applicable Order and continue for one (1) year or such other period set forth in the Order. At the conclusion of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms unless either party provides the other with written notice of its intent not to renew at least thirty (30) days in advance of the applicable renewal date (each a "Renewal Term"). Each Renewal Term may be subject to a mutually agreed upon fee increase or according to the terms set forth in the applicable Order. Company shall inform Customer via electronic mail of the proposed fee increase at least thirty (30) days prior to the applicable renewal date.

Termination. Either Party may terminate this Agreement and/or the applicable Order for cause, as of the date specified in a notice of termination, if the other Party fails to perform any of its material obligations under this Agreement and does not cure such failure within thirty (30) days following receipt of a written notice of such default. Either Party may terminate this Agreement 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.

Effect of Termination. Upon the effective date of the termination of this Agreement or any Order, you will immediately cease having access to the Services, including any Services purchased during the term of an Order which were unused during the term of the Order. If you terminate any Services except as specifically permitted in this Section, or if Company terminates this Agreement or any Order due to your material breach, any and all payment obligations of you in connection with the Services shall become immediately due and payable with respect to such Services.

3. Payment

Fees. You shall pay Company the Fees set forth in an Order, which are non-creditable and non-refundable. Except as set forth in an Order, Fees due will be billed to your credit card. Company shall charge and collect a service fee on any unpaid, past-due amount equal to the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by applicable law. You will reimburse Company for all reasonable collection expenses, including reasonable attorneys' fees and court costs, for delinquent amounts. Company reserves the right to suspend or terminate access to the Services for non-payment of Fees. If Company suspends or terminates access to the Services, Company will not be responsible for any damages (including but not limited to lost profits or consequential, exemplary, special, indirect, or punitive damages) incurred as a result of the suspension or termination of the Services. All fees and applicable taxes, if any, are payable in United States dollars.

Taxes. Other than net income taxes imposed on Company, you will bear all direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes") resulting from this Agreement. The Fees associated with your purchases hereunder are exclusive of all Taxes. If Company has the legal obligation to pay or collect Taxes for which you are responsible under this Section, the appropriate amount shall be invoiced to and paid by you, unless you provide Company with a valid tax exemption certificate authorized by the appropriate taxing authority. In the event that any withholding tax is required by applicable law, the Fees to be paid by you to Company shall be increased such that Company receives the agreed upon amounts set forth in the applicable Order. The Parties will reasonably cooperate with each other to minimize all applicable Taxes to the extent reasonably practicable and legally permissible. Upon Company's request, you will provide Company with official receipts issued by appropriate taxing authorities, or such other evidence as Company may reasonably request to establish such Taxes have been paid.

Payment Processors. Company uses third-party providers (i.e., Stripe) to securely store your payment card information and process your payments ("Payment Processors"). You expressly authorize our Payment Processors to charge you for each transaction. Our Payment Processors may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card, and your email and postal addresses for billing and notification (such information, "Payment Information"). You will provide all Payment Information directly to our Payment Processors. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a transaction, you authorize our Payment Processors to complete your transaction, and to charge your payment method for the transaction (plus any applicable taxes and other charges). By initiating a transaction, you agree to the Payment Processor's pricing, payment, privacy, data, and billing policies applicable to such services, fees and charges, as posted or otherwise communicated to you.

Identity Verification. Company also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your transaction of Fees. You may need to provide additional information to verify your identity before completing such transaction (such information may include, but is not limited to email and postal address).

Fee Disputes. If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third-party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with Company.

Future Functionality. You agree that your purchase of Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

4. Intellectual Property Rights

Reservation of Rights. Subject to the limited rights expressly granted hereunder, Company reserves all rights, title and interest in and to the Services (including, without limitation, all related manuals, guides and reference materials provided by Company, in whatever form or medium, related to the Platform; and all proprietary, tools, computer code, files, APIs, libraries, graphics, business rules, source code, commented source code, schematics, drawings, flowcharts, diagrams, specifications, algorithms, formulae and creative content and other materials related to the Platform, including any and all computer programs, interfaces, bridges, data feeds, and or tools related to but separate from and independent of the Platform, regardless of whether developed at Company's own initiation, the request of you or the suggestion of a third-party), including all related intellectual property rights therein and to any improvements, enhancements or updates thereto. You agree to abide by all additional restrictions displayed on the Platform, and as they may be updated from time to time. All rights not expressly granted herein are reserved by Company, our affiliates, and licensors.

Your Data. You acknowledge that Company may use any and all data or information submitted or uploaded to Company by you or on behalf of you, or otherwise accessed by Company in performance of its Services for you (including data or information you authorize us to access from third parties) (collectively, "Your Data") to provide the Services (the "Purpose"). Subject to the limited rights expressly granted hereunder, you reserve all rights, title and interest in and to Your Data. You hereby grant to Company and its subcontractors and suppliers, a paid-up, royalty-free, worldwide, non-exclusive right and license to host, store, adapt, reformat, copy, use, display, modify, reproduce and make derivative works of Your Data during the term of this Agreement solely for the Purpose. Any such derivative works shall also be deemed to be Your Data, and Your Data shall be deemed your Confidential Information to be treated as per Section 5. Notwithstanding the foregoing, in the event Company uses Your Data to develop, train, or improve its algorithms or models in connection with the Services, all rights, title, and interest in and to such models or algorithms shall belong to Company, subject to your continuing rights in and ownership of Your Data. You are solely responsible for the nature, content, integrity and security (including backup and recoverability) of all of Your Data. You represent, warrant and covenant to have been effectively granted all necessary rights (subject to applicable federal and state privacy laws and regulations) by your customers, users and all affected third parties which are necessary for the foregoing license grant.

Marks. Company may use your logos, trademarks, service marks, trade names, or images, whether any of the foregoing are registered or unregistered, or otherwise protected or protectable under state or federal law (each a "Logo"), and you hereby provide Company with the necessary rights and licenses to use your Logos (i) in connection with the obligations to perform, assist and support the Services as contemplated in this Agreement and/or an Order, and/or (ii) on the Company's website, blog, or in marketing materials, including case studies and press references, to identify you as a customer of Company. Each Party recognizes and acknowledges exclusive ownership of its respective Logos and the goodwill associated therewith.

Feedback. By sending us any feedback, comments, questions, ideas, proposals, or suggestions concerning Company or the Service whether online, by email, by postal mail, verbally, by telephone, or otherwise (collectively, "Feedback"), you represent and warrant (i) that you have the right to disclose the Feedback, (ii) that the Feedback does not violate the rights of any other person or entity, including, but not limited to, intellectual property rights, such as infringing a copyright, trademark, or patent; violating a right of privacy, attribution or withdrawal; or otherwise misappropriating a trade secret, and (iii) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (a) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (b) acknowledge that we may have something similar to the Feedback already under consideration or in development, and (c) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license, under all intellectual property rights, to use, make, have made, incorporate into the Services, modify, copy, display, perform, distribute, prepare derivative works, publish, distribute, and sublicense the Feedback, without any credit or compensation to you. This Feedback section shall survive any termination of this Agreement.

5. Confidentiality

Definition. The Parties acknowledge that, in the course of performance under this Agreement, one Party ("Disclosing Party") may intentionally or inadvertently disclose, deliver or permit access to by the other Party ("Receiving Party") certain data, materials, methodologies, and information (in written, oral, and/or electronic format) that a reasonable person would understand to be secret, proprietary and/or confidential given the circumstances of the disclosure (collectively "Confidential Information").

Confidentiality Obligations. Receiving Party shall hold all Confidential Information of Disclosing Party in the strictest confidence and shall not disclose or provide such Confidential Information to any third party without the express written consent of Disclosing Party in each instance, except that Receiving Party may disclose or provide such Confidential Information to the officers, directors, employees, subcontractors and suppliers of Receiving Party whose duties justify a need-to-know such Confidential Information; who are notified of their burden of confidentiality; and in the case of those who are not officers, directors or employees of Receiving Party, who have signed a non-disclosure agreement containing restrictions, terms and conditions that are at least as restrictive as those set forth herein. In all events Receiving Party shall use the same level of care to protect the Confidential Information of Disclosing Party as Receiving Party uses to protect Receiving Party's own confidential information but not less than reasonable care. Receiving Party shall not make any use whatsoever of Confidential Information of Disclosing Party except such limited use as is required to perform Receiving Party's obligations under this Agreement. To the limited extent reasonably necessary for such permitted use, the foregoing shall include the right to make a reasonable number of copies of such Confidential Information each of which shall be subject to this Section.

Exclusions. The obligations set forth in this Section shall not apply to Confidential Information which Receiving Party can demonstrate by reasonable written evidence: (i) is already, or otherwise becomes, generally known by third parties as a result of no act or omission of Receiving Party; (ii) subsequent to disclosure hereunder is lawfully received from a third Party having the right to disseminate the information and without restriction on disclosure; (iii) is generally furnished to others by Disclosing Party without restriction on disclosure; (iv) is independently developed by Receiving Party with written evidence of such independent development; or (v) is disclosed pursuant to a legal or administrative order, provided that Disclosing Party is given prior notice and a reasonable opportunity to object (with Receiving Party's assistance) to such disclosure.

Return of Confidential Information; Ownership. Upon the written request of Disclosing Party, Receiving Party shall cease providing access, using and promptly securely destroy all copies of any Confidential Information of Disclosing Party then in Receiving Party's possession or under Receiving Party's control, subject to Disclosing Party's right to the return of original copies of any of its Confidential Information. Upon the written request of Disclosing Party, Receiving Party shall confirm in writing that Receiving Party has complied with the obligations set forth in this paragraph. Notwithstanding the foregoing, Receiving Party is not required to destroy, erase or modify any records that it maintains in the normal course of its business solely for archival purposes, provided that the terms of this Agreement (including without limitation all prohibitions on use of Your Data) shall survive termination and apply to such Confidential Information until it is securely destroyed. Except as expressly provided herein, nothing in this Agreement shall be construed to grant Receiving Party any right, title or interest (including any license) in or to Confidential Information of Disclosing Party.

6. Warranties; Warranty Disclaimer

Mutual Warranties. Each Party represents and warrants that: (i) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Order; (ii) the execution, delivery and performance of this Agreement and each Order (a) has been duly authorized by such Party, and (b) will not conflict with, result in a breach of or constitute a default under any other agreement to which such Party is a party or by which such Party is bound; and (iii) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on such Party's ability to fulfill its obligations under this Agreement and the Order.

Warranty Disclaimer. THE SERVICES AND OTHER CONTENT AND MATERIALS ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND THEIR USE IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES OR OTHER CONTENT AND MATERIALS SHALL BE OPERABLE, UNINTERRUPTED OR ERROR FREE; THAT THEY MEET YOUR REQUIREMENTS; OR THAT THEY WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR HARDWARE. COMPANY IS NOT OBLIGATED TO PROVIDE ANY SUPPORT WHATSOEVER TO YOU WITH RESPECT TO THE SERVICES OR OTHER CONTENT AND MATERIALS.

7. Indemnification

Indemnification by Company. Subject to Section 8 below, Company shall defend, indemnify and hold you harmless from any finally awarded damages arising from any claims, demands, suits or proceedings made or brought by a third-party against you alleging that your use of the Platform within the scope of this Agreement and the applicable Order infringes such third-party's valid, U.S. patent or U.S. copyright; provided, however, Company shall not be obligated to indemnify hereunder to the extent that the claim of infringement is caused by or arises from (i) Your Data, (ii) your use of the Platform in combination with any product or equipment not owned, developed or authorized by Company, (ii) portions or components of the Platform, made in whole or in part in accordance with Customer specifications, or (iii) where your use of the Platform is not strictly in accordance with this Agreement and the applicable Order. If Company receives information about an infringement Claim arising from the Platform, Company may, in its sole discretion, either (a) modify the Platform so that it no longer infringes, (b) obtain a license for your continued use of the Platform in accordance with this Agreement, or (c) terminate your subscriptions for the Services and Platform and refund you any prepaid Fees covering the remainder of the term of the terminated subscriptions.

Indemnification by You. You shall defend, indemnify and hold harmless Company and its officers, directors, employees and agents from and against all costs, expenses, damages, losses and liabilities (including reasonable attorneys' fees) arising out of or related to any third-party claim alleging: (i) your violation of applicable laws, rules or regulations; (ii) that Your Data or any software, hardware, interfaces or intellectual property provided by you violates, infringes or misappropriates any third-party patent, copyright, trademark, trade secret, privacy or other proprietary right; (iii) a breach by you of your confidentiality obligations; or (iv) fraud, gross negligence or willful misconduct by you, your directors, officers, employees, independent contractors, or agents.

Indemnification Procedures. Upon commencement of any indemnification claim, the indemnified Party shall give the indemnifying Party notice thereof as promptly as practicable, and the indemnifying Party shall have the sole ability to defend and settle the third-party claim; provided, that, without the indemnified Party's prior written consent, the indemnifying Party shall not settle the claim in any way other than obtaining complete resolution of the indemnified party's involvement in such dispute through the payment of money (provided that customary confidentiality and non-defamation provisions applicable to the indemnified Party may be agreed). The indemnified Party shall cooperate, at the cost of the indemnifying Party, in all reasonable respects with the indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. If you do not assume full control over the defense of a claim subject to such your defense as provided in this Section, Company shall have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of you.

8. Limitation of Liability

No Consequential Damages. SUBJECT TO SECTION 8.3 BELOW, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES WHATSOEVER OR ANY DAMAGES BASED ON LOST PROFITS, LOST REVENUE, UNREALIZED SAVINGS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, REPUTATIONAL HARM, REDUCTION IN SHARE PRICE OR OTHER BUSINESS LOSSES OF ANY KIND, HOWEVER CAUSED, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, NO MATTER HOW CHARACTERIZED OR IF DEEMED TO BE DIRECT, AND EVEN IF FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL HAVE NO LIABILITY FOR, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY RELATED TO, ANY OUTPUT GENERATED BY COMPANY WITH RESPECT TO YOUR DATA.

Cap on Liability. SUBJECT TO SECTION 8.3 BELOW, IN ALL EVENTS, THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID TO COMPANY BY YOU UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL APPLY TO ALL CLAIMS OR CAUSES OF ACTION IN THE AGGREGATE WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER THE PARTY HAS ADVISED OR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH CLAIM, LOSS OR DAMAGE. EACH PARTY HEREBY WAIVES ANY CLAIM THAT THESE LIMITATIONS OR EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY.

Exclusions. The limitations and exclusions set forth in Section 8.1 and 8.2 shall not apply to (i) a Party's indemnification obligations under this Agreement, (ii) a Party's breach of its confidentiality obligations in Section 5, (iii) any breach or alleged breach by you or your Users of Section 1.5, or (iv) for claims arising from a party's willful misconduct, fraud, or as otherwise prohibited under applicable law.

9. Dispute Resolution

Informal Dispute Resolution Procedures. Any dispute, controversy or claim of any kind or nature arising under or in connection with this Agreement and each Order (including, but not limited to, disputes as to the creation, validity, interpretation, breach or termination of this Agreement and any Order hereunder (a "Dispute") will be considered in accordance with the dispute resolution procedures set forth in this Section 9. The dispute resolution process will be initiated upon receipt by a Party of a notice from the other Party specifying the nature of the Dispute. Notwithstanding the foregoing, either Party may commence proceedings if delay in doing so would be prejudicial, because of the need for immediate provisional remedies, imminent expiration of applicable statutes of limitation, or other good cause.

Resolution Without Proceedings. The Parties intend to use reasonable measures to avoid the litigation of any dispute under this Agreement and any Order. As a result, the Parties mutually agree that any Dispute arising under or in connection with this Agreement and any Order will be resolved using the alternative dispute resolution provisions and procedures described in the Sections below.

Except as otherwise agreed, the Parties will each bear all of their own expenses incurred during the procedures and will pay one-half of any applicable fees of any arbitrator or third party agency engaged to assist in resolution of disputes short of legal or arbitral proceedings.

All negotiations pursuant to this Section 9 are confidential and will be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence. No proposals, offers, counter-offers or other communications will be admissible in evidence in any proceeding for any purpose; provided, however, that this will not be construed to render confidential, inadmissible or non-discoverable any otherwise admissible documents or other evidence merely because they were referred to, transmitted or otherwise used in any such settlement negotiations.

Negotiation. Upon written notice by either Party, a Dispute will first be submitted to the other Party, who will meet and employ their reasonable efforts to negotiate an amicable resolution of the Dispute. Unless the Parties otherwise agree, this meeting and negotiation will occur no later than ten (10) days from the date of submission of the Dispute to such Party. If the Parties are unable to resolve such Dispute within twenty (20) days from the date of submission of the Dispute to such Party, then such dispute shall be referred to the senior representatives of each Party, and the senior representatives of each Party shall meet and employ commercially reasonable efforts to amicably resolve the Dispute within ten (10) days from the date of such escalation.

Arbitration. Any dispute that the Parties are unable to resolve through the above procedure set forth in Section 9.3 within thirty (30) days from the date of submission of the Dispute to the senior representatives of each Party will be submitted to binding arbitration in New York, New York, administered by JAMS. In all disputes there shall be one (1) arbitrator agreed to by the Parties. The arbitrator shall have a minimum of seven (7) years of experience in resolving disputes relating to software license agreements. The arbitrator shall issue a decision in writing, stating reasons therefor, including both findings of fact and conclusions of law, and may award any remedy available at law or in equity (consistent with the terms of this Agreement and the applicable Order). The arbitrator shall have no power to amend or supplement this Agreement or the applicable Order to award damages other than as permitted by this Agreement and the applicable Order, or to fail to follow applicable laws and regulations. Any award rendered by the arbitrator shall be final and binding on the Parties, and may be confirmed by the judgment of a court of competent jurisdiction.

Injunctive Relief. The Parties agree that in the event of any breach or threatened breach of any provision of this Agreement or an Order concerning (i) Confidential Information, (ii) intellectual property rights or (iii) other matters for which equitable rights are expressly provided in this Agreement or the applicable Order, money damages would be an inadequate remedy. Accordingly, those provisions may be enforced by the preliminary or permanent, mandatory or prohibitory injunction or other order of the arbitrator(s) or a court of competent jurisdiction.

10. Force Majeure Events

Where a Force Majeure Event gives rise to a failure or delay in either Party performing its obligations under this Agreement (other than obligations to make payment hereunder), those obligations will be suspended for the duration of the Force Majeure Event. A Party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly: (i) notify the other as to the nature and scope of the Force Majeure Event; and (ii) to the extent known, inform the other of the period for which it expects that such failure or delay will continue. The affected Party will take reasonable steps to mitigate the effects of the Force Majeure Event. "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the Party affected (including power failures, industrial disputes affecting any third Party, changes in the law, acts of God, natural disasters, quarantine restrictions, acts of war, acts of a public enemy, acts of a nation or any state, territory, province or other political division, pandemics, epidemics, labor disputes, labor shortages, explosions, fires, floods, riots, civil insurrection, civil disorders, rebellions or revolutions, theft, mass shootings, terrorist attacks and wars).

11. Excuse From Performance

Company will be excused from failures to perform the Services to the extent caused by your acts or omissions, if you or your agents fail to perform any of your obligations identified in the applicable Order in a timely manner, or if you commit any other act or omission that causes Company's failure to perform the Services. Company shall be entitled to be compensated for any additional material costs incurred as a result of any delay or failure to perform on your part.

12. Miscellaneous

Compliance with Laws. In the performance of this Agreement, each Party will comply with any treaty, directive, statute, legislation or other law enacted by a federal, state or local government in a relevant jurisdiction (collectively, "Applicable Laws"), including privacy laws and regulations applicable to such Party in the performance of its business and its data privacy practices.

Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Platform. You represent and warrant that you will comply with all applicable laws, statutes, regulations, rules, ordinances, codes, and standards, including any export control laws of the U.S., EU and other relevant jurisdictions. Without limiting the foregoing, (i) you represent that you are not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) you shall not use the Platform in violation of any U.S. export embargo, prohibition or restriction.

Changes. Company reserves the right, at our sole discretion, to update, change, modify, or replace any part of this Agreement by posting updates and changes. We may elect to notify you of such changes by mail, email, posting of modified the Agreement, or some other similar manner. However, it is your responsibility to check regularly for changes to this Agreement. Your continued use of or access of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

Entire Agreement. This Agreement, together with each Order hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous or contemporaneous agreements.

Governing Law. This Agreement and each Order shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law, and all actions shall be brought in the appropriate state or federal courts located in the State and County of New York.

Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Except as expressly specified in an Order, the Parties do not intend to create any obligations of or any rights, causes of action or benefits in favor of any third party or entity other than you or Company.

Notices. All notices required or permitted to be given hereunder shall be in writing unless otherwise specified. Any written notice, amendment or modification required or permitted hereunder shall be sent by certified mail, return receipt requested or delivered personally to Company at the address set forth below or to you at the address set forth in the applicable Order, or sent by overnight carrier service. Any notice sent by mail shall be deemed received five (5) days after mailing. Any notice personally delivered shall be deemed received when delivered. Any notice sent by overnight carrier shall be deemed received two (2) business days after deposit with the overnight carrier. Any change in address will be provided to the other Party by notice in accordance with the provisions of this Section. Notices to Company shall be to: Prescient AI, Inc., 1111 Brickell Avenue, Floor 10, Miami, FL 33131, Attn: Michael True.

Severability. In the event that any provision of this Agreement is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.

Waiver. No delay or omission by us in exercising any rights or remedies thereunder shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy by us shall not preclude further exercise or any right or remedy by us. No waiver by us shall be valid unless in writing signed by us.

Survival. Sections 1.5, 2.3, 3, 4, 5, 6.2, 7, 8, 9, 11 and those portions of this Section 12 which by their nature should survive, shall survive the termination or expiration of this Agreement.

Assignment; Subcontractors. You may not assign or otherwise transfer this Agreement to any other party. We may assign this Agreement or delegate any or all of our rights and responsibilities under this Agreement to any third parties, without notice to you. Notwithstanding any language to the contrary set forth herein, Company shall not be restricted from subcontracting any of the Services to any of its affiliates, provided that Company shall be solely liable to you for any breaches due to a default of any such affiliate.

No Third Party Beneficiaries. Except as expressly specified in an Order, the Parties do not intend to create any obligations of or any rights, causes of action or benefits in favor of any third party or entity other than Company or you.

Headings. The headings used in the Agreement are included for convenience only and will not limit or otherwise affect this Agreement.