Master Subscription Agreement

MASTER SUBSCRIPTION AGREEMENT

IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THIS AGREEMENT. This Master Subscription Agreement and any applicable order forms (collectively, this “Agreement”) is a legal and binding agreement between Duro Labs, Inc., a Delaware corporation (“Duro Labs,” “we,” “us” or “our”) and the person or entity on whose behalf you are creating an account (“Account”) in order to access the features, products and services available on Duro Labs or its affiliates’ website that link to this Agreement (“Customer,” “you” or “your”). This Agreement sets forth your rights and obligations with respect to your use, and the use by others authorized by you, of (a) any version (including beta and pre-release versions) of certain software of Duro Labs or its affiliates specified in any ordering document issued by Duro Labs or its affiliates or online order that refers to this Agreement (any such ordering document or online order, an “Order Form”) and (b) any information and/or data of any kind, including, without limitation, any text, video, audio, or images served through such software or received from or on any website owned or controlled by Duro Labs or its affiliates.

PLEASE READ THIS DOCUMENT CAREFULLY before agreeing to any Order Form or clicking any form of “I accept” or “I agree” button and before using or registering to use the SaaS Services (as defined below). Please also read Duro Labs’s Privacy Policy at https://durolabs.co/privacy-policy/ and Terms of Service at https://durolabs.co/terms-of-use/ (“Terms of Service”). By creating an Account, agreeing to any Order Form or clicking the “Accept” button after being presented with this Agreement or Order Form, or using the SaaS Service, you expressly acknowledge that you have read this Agreement and agree to all of its terms and conditions. The current Duro Labs Master Subscription Agreement may be found at https://durolabs.co/master-subscription-agreement/ and related Duro Labs websites.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, you are not authorized to use the Software (as defined below) and SaaS Services and you must promptly cease using the SaaS Service. Failure to abide by the terms of this Agreement may result in termination of your access to the Software, the related SaaS Service, and/or any part thereof. Some terms of this Agreement may be modified or not applicable depending upon where you live and/or what products and services you use. At the end of this Agreement are certain territory-specific modifications to certain provisions. If you do not agree to the terms of this Agreement, you are not permitted to use or register with the Software and SaaS Service.

Duro Labs and its suppliers own all intellectual property rights in the Software and SaaS Services supplied hereunder; the Software is licensed, not sold, and Duro Labs permits you to download, install, use or otherwise benefit from the Software and the intellectual property rights therein only in strict accordance with the terms and conditions of this Agreement. Use of other, third-party materials and services included in or accessed in connection with the Software may be subject to other terms and conditions of said third parties.

The Software you have licensed may include product activation and other technology designed to prevent unauthorized copying. You may not disable or attempt to circumvent such technology. Failure to comply with the process for such activation or attempting to circumvent such process may result in the Software being inaccessible to you. Engaging in any such activity meant to modify or circumvent such restrictions on unauthorized copying shall result in immediate termination of this Agreement, whether or not Duro Labs is aware of your activities at the time or discovers them later. Any further use of the Software or other SaaS Services by you subsequent to such termination may expose you to liability for copyright infringement and other claims.

If any provision of this Agreement is rendered unenforceable or void under the laws of the jurisdiction in which you reside then such provision shall be treated as not agreed to and severed from the Agreement without affecting or modifying the other terms and conditions hereof.

You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

In consideration of the mutual promises and covenants hereinafter contained, you and Duro Labs agree as follows:

DEFINITIONS

Unless otherwise clearly required by the context of this Agreement, the terms set forth below shall have the following meanings ascribed thereto. Capitalized terms used but not otherwise defined in this Section shall have the meanings ascribed to them elsewhere in this Agreement.

“Affiliate” means for any entity, any other entity that, directly or indirectly, Controls, is Controlled by or is under common Control with such entity. “Control” means with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract, or otherwise. For the purposes of Duro Labs, Altium LLC is an Affiliate of Duro Labs.

“Authorized User” means Customer’s employees, agents, partners, and independent contractors who are authorized by Customer to use the SaaS Services.

“Content” means any information and/or data of any kind, including, without limitation, Duro Labs Data (as defined below) and any text, video, audio, or images served through the Software or received from or on any website owned or controlled by Duro Labs.

“Designated Person” means any person or entity that is listed on any U.S. or other applicable government sanctions- or export-related list of prohibited or restricted parties, including Office of Foreign Assets Control’s (“OFAC”) List of Specially Designated Nationals BIS’ Entity List, or other similar lists of prohibited parties under U.S. law or any other applicable laws, each as amended from time to time.

“Embargoed Country” means any country or region subject to a comprehensive U.S. embargo or territorial sanctions, including currently Crimea, Cuba, Iran, North Korea, and Syria, and any additional country or region as may be designated from time to time under U.S. or European Union sanctions laws.

“Extensions” mean additional software, features or functionalities that Customer may license from Duro Labs or that in some cases may be supplied as part of the SaaS Services to extend the capabilities of the Software licensed by Customer, such as additional layers of design capability.

“Intellectual Property Rights” means patent, copyright, design rights (whether registered or unregistered), trademarks (whether registered or common law), mask works, trade secrets, confidential information and any other form of Intellectual Property Rights.

“SaaS Services” means Duro Labs Software made available for access and use to Customer and its Authorized Users on demand via the Internet or desktop application.

“Software” means Duro Labs’s software, utilities, connectors, and/or applications as described in an Order Form, together with any Documentation, Extension, update, upgrade, release, or other adaptation, modification or replacement of the Software that Duro Labs may provide from time to time, in its sole discretion, to licensees of the Software.

SAAS SERVICES

Grant of Access

During the Service Term (as defined below), upon payment of the applicable Fees (as defined below), Duro Labs grants Customer a non-exclusive, non-sublicensable and non-transferable, limited license to access and use the SaaS Service, solely for Customer’s own internal business use and benefit in accordance with the Documentation (as defined below), this Agreement, and the geographic scope and number of Authorized Users described in the Order Form. Customer may make a reasonable number of copies of any on-premise Software as necessary for production use, testing, disaster recovery or archival purposes. Subject to Customer’s and each Authorized User’s compliance with all of the terms and conditions of this Agreement, Duro Labs hereby grants to Customer and the number of Authorized Users specified on the Order Form a non-exclusive, non-sublicensable and non-transferable, limited license to copy any written materials delivered by Duro Labs to Customer from time to time, in any medium, relating to the use and operation of the SaaS Services (the “Documentation”) and distribute such copies within Customer’s enterprise, only as reasonably necessary to use the SaaS Services in accordance with this Section 2(a).

Reservation of Rights

The SaaS Services are licensed to Customer and not sold. This Agreement grants Customer only the right to use the SaaS Services as set forth herein and does not convey or transfer title or ownership of the Documentation, Software and/or SaaS Services to Customer. All rights not expressly granted herein are reserved by Duro Labs, and no other licenses are granted herein by implication, estoppel or otherwise.

Restrictions

Customer may not use the SaaS Services, the Software or the Documentation, except as expressly set forth in Section 2(a). Customer shall not, and shall not permit any third party (including its Affiliates, subsidiaries, divisions and Authorized Users) to:

• use the SaaS Services outside the entitlements to the SaaS Services specified in the relevant Order Form which may include number and type of Authorized Users, numbers of licenses, copies or instances and other restrictions and metrics;
• use any robot, spider, other automatic device or program or manual process to copy or reproduce the SaaS Services;
• modify, revise, disable, bypass, circumvent or otherwise impede any security feature or measures used or deployed in conjunction with any SaaS Services, including those employed to prevent or limit access to the SaaS Services;
• use the SaaS Services in any manner that could disable, overburden, damage, or impair the SaaS Services, or introduce any viruses or other harmful code into the SaaS Services or Duro Labs’s systems;
• upload any content to the SaaS Services that infringes upon the Intellectual Property Rights or proprietary rights of any third-party or that is illegal, deceptive, fraudulent, obscene, defamatory, libelous, threatening, invasive of privacy, or related to minors;
• create or enable the creation of derivative works, modifications, or adaptations of the SaaS Services, or attempt to decompile, recompile, reverse engineer or disassemble the SaaS Services or otherwise attempt to derive the source code (except where permitted by Law). Without limiting the foregoing, if required under applicable law, upon Customer request, Duro Labs shall provide information necessary for Customer to achieve interoperability between the SaaS Services and other software, subject to financial and confidentiality conditions agreed by the parties;
• make the SaaS Services available on a time-sharing basis or otherwise make available for the benefit of third-parties all or any part of the SaaS Services;
• sell, license, or otherwise commercialize the SaaS Services as a standalone product or use the SaaS Services or their output to develop or enhance any product that competes with a Duro Labs product or service;
• install, use, copy, disclose, assign, publish, publicly display, distribute, frame, sublicense, lease, grant a security interest in, or transfer possession of the SaaS Services, or mirror or scrape any data made accessible by the SaaS Services, other than as permitted in the Agreement;
• allow any third-party, including Customer affiliates (unless otherwise agreed in an applicable Order Form) and any Duro Labs competitor, to access or use the SaaS Services without Duro Labs’s prior written consent;
• use the SaaS Services for any benchmarking purposes except for Customer’s internal evaluation purposes, or in any event, disclose the results of any benchmarking (whether or not obtained with assistance from Duro Labs) to any third-party or use such results for any external purposes, including competitive analysis, marketing or publication;
• conduct or authorize penetration tests of any SaaS Services without advance written approval from Duro Labs;
• use any SaaS Services in any manner that infringes the Intellectual Property Rights or other rights of Duro Labs or any third-party, or that violates any applicable law;
• use the SaaS Services for historical or aggregate data analytics;
• use the SaaS Services for any high risk activities where the use or failure of the SaaS Services could lead to death, personal injury, or environmental damage, such as the direct or indirect operation of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation; or
• remove, alter, or obscure any confidentiality or proprietary notices (including copyrights and trademark notices) of Duro Labs or its suppliers or affiliates in the SaaS Services or content.

Cooperation

Customer shall cause its systems administrator and Authorized Users to comply with the terms and conditions of this Agreement. Customer shall cooperate with Duro Labs, and shall render all reasonable assistance requested by Duro Labs in preventing and identifying any use of or access to the SaaS Services, the Software or the Documentation, by Customer personnel or anyone else, in violation of the terms and restrictions of this Agreement. During the Service Term, within 30 days’ of Duro Labs’s request, Customer will provide documentation, information, and any physical access, reasonably necessary for Duro Labs to determine Customer compliance with the Agreement.

Modification of SaaS Services

Duro Labs may periodically modify the features, components and functionality of the SaaS Services from time to time; provided, however, that Duro Labs will provide Customer with at least thirty (30) days advance notice of any modification or maintenance of the SaaS Services that is expected to materially affect Customer’s use of, or ability to access, the SaaS Services. Duro Labs shall have no liability for, or any obligations due to, any changes in Customer’s hardware, systems or other software which may be necessary to use or access the SaaS Services due to a modification of the SaaS Services provided by Duro Labs. To the extent any such changes materially, adversely affect Customer’s abilities to benefit from the SaaS Services, Customer may terminate this Agreement by providing Duro with written notice of its intent to terminate within ten (10) days upon receiving such a notice from Duro Labs.

New Versions

Duro Labs reserves the right to create, at its sole discretion, new versions of the Software. Except as specifically set forth in an Order Form, Duro Labs shall have no obligation to make available to Customer new versions, releases or updates of the Software and shall have no obligation to provide, at no additional expense to Customer, major product enhancements and/or new features that Duro Labs markets separately to other customers for an additional fee; provided, that, Duro Labs may, in its sole discretion, elect to provide such enhancements or features on a case-by-case basis at no cost. Duro Labs shall have no liability for, or any obligations due to, any changes in Customer’s hardware, systems or other software which may be necessary to use or access the SaaS Services due to new versions or updates provided by Duro Labs.

No Maintenance or Support

Except as specifically set forth in an Order Form, nothing in this Agreement shall obligate Duro Labs to render any maintenance or support services that are not expressly required to be provided by Duro Labs, including but not limited to, training, data conversion, program modification and enhancement, etc. Notwithstanding the foregoing, Duro Labs makes a training session available to all new customers and provides a ticketed support system for Customers to report bugs, submit questions and make feature requests, to which Duro Labs reserves the unilateral right to provide such support and maintenance on any reported bugs or features by Customer under this Section.

Beta Code

Duro Labs may, in its sole discretion, enable Customer to access SaaS Services beta solutions (“Beta Solutions”) subject to the terms of the Agreement and any additional requirements set forth by Duro Labs. Customer may accept or decline any such Beta Solutions in Customer’s sole discretion. Beta Solutions are provided for evaluation purposes only, and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Duro Labs may discontinue Customer’s use of Beta Solutions or change the functionality of Beta Solutions at any time. Customer data and information transmitted or uploaded to Beta Solutions will be deemed Customer Data (as defined below), and references in this Agreement to SaaS Services will include Beta Solutions. Duro Labs, its affiliates and/or licensors will not be liable for any harm or damages related to Beta Solutions. Duro Labs shall have no obligation to release any Beta Solution commercially in any form. BETA SOLUTIONS ARE PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND. YOU ASSUME ALL RISK RELATED TO THE BETA SOLUTIONS. DURO LABS’S ENTIRE LIABILITY IN CONNECTION WITH ANY BETA SOLUTIONS, WHETHER IN CONTRACT, TORT, OR OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN THE AGGREGATE $100 USD.

Online Services

The SaaS Services may rely upon or facilitate Customer’s access to websites maintained by Duro Labs or others offering goods or services (“Online Services”), and Customer’s access to and use of any such website or Online Services are governed entirely by the terms, conditions, and disclaimers applicable to them, with Duro Labs reserving the right, in its sole discretion, to eliminate, alter, or modify their availability at any time. Duro Labs does not control, endorse, or accept any responsibility or liability for websites or Online Services provided by any third party, even if Duro Labs references or links to them on its own website. All communications and dealings between Customer and any third party regarding such websites or Online Services, including delivery and payment terms, are solely between Customer and that third party, and in no event will Duro Labs be liable to Customer for any failures, deficiencies, or errors by such third-party providers in complying with applicable laws. EXCEPT AS EXPRESSLY AGREED TO BY DURO LABS IN A SEPARATE, SIGNED WRITTEN AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT ANY ACCESS TO OR USE OF THIRD-PARTY WEBSITES OR ONLINE SERVICES IS AT CUSTOMER’S COMPLETE RISK AND SUBJECT TO THOSE LIMITATIONS SET FORTH IN THIS AGREEMENT.

CUSTOMER OBLIGATIONS

Customer Equipment

Other than the SaaS Services provided by Duro Labs, Customer is responsible for all other services, equipment and facilities (including, without limitation, all hardware, telecommunications equipment, connectivity, cabling and software) required to access the SaaS Services.

Third-Party Software; Open Source Software

The SaaS Services may rely on or integrate third-party products, services, platforms, or networks that are not provided or controlled by Duro Labs. Duro Labs is not responsible for the availability, performance, security, or features of such third-party offerings, and any interruptions, limitations, or changes to them may affect the SaaS Services. Customer understands and agrees that the SaaS Services and the Software may contain computer software and Intellectual Property Rights belonging to third parties or be provided under open source licenses and that use of such computer software is for development and production purposes only. In some cases, Customer shall be responsible for procuring all licenses of third party software necessary for Customer’s use of the SaaS Services and the Software that work in collaboration with Duro Labs’s products or services.

Security; Authentication

Customer shall cooperate with Duro Labs, and shall render all reasonable assistance requested by Duro Labs in preventing and identifying any unauthorized use of or access to the SaaS Services and/or the Software. Customer will follow reasonable authentication procedures provided by Duro Labs from time to time regarding access to the SaaS Services. Notwithstanding the generality of the foregoing, Customer agrees that Customer (i) is, and will retain sole responsibility and liability for the security and use of Customer’s and its Authorized Users’ access credentials, whether or not such access or use was authorized by Customer; (ii) employ reasonable screening and security procedures necessary to securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the SaaS Services; (iii) ensure all Authorized Users have the requisite professional skill and experience to enable their use of the SaaS Services in accordance with the Agreement; and (iv) mandate that all Authorized Users comply with all terms and conditions of the Agreement. Customer will promptly notify Duro Labs of any suspected or actual unauthorized access to or use of the SaaS Services or compromise of any access credentials.

Consumer Protection and Privacy

Duro Labs adheres to applicable national and international laws regarding privacy rights and the processing and control of Personally Identifiable Information (as defined below). Customer shall comply with (i) all applicable laws and regulations relating to (A) the privacy of users of the SaaS Services and the Software, including without limitation providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data (as defined below) relates; (B) consumer protection, marketing, promotion, and text messaging, email, and other communications; and (C) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personally Identifiable Information; and (ii) the terms of the Duro Labs online privacy policy, available at http://www.durolabs.co/legal-privacy-policy. To the extent Duro Labs is required to process personal data in its provision of the SaaS Services, the terms of the Data Processing Agreement (“Data Processing Agreement”), will apply to such data processing and such Data Processing Agreement is hereby incorporated by reference into this Agreement. To the extent applicable under applicable law, Customer agrees that Customer will be deemed the data “controller” and Duro Labs will be the data “processor” or “service provider” of such personal data, pursuant to Data Protection Laws. By accepting this Agreement, Customer agrees that Customer is also accepting any applicable privacy policies and Terms of Service.

Contractor Access

In the event that Customer hires or engages any contractor to assist Customer in connection with the installation, implementation or other use of the SaaS Services or Software, Customer shall first determine that said contractor is not employed or engaged by any direct competitor of Duro Labs or its Affiliates. In the event such contractor is so employed or engaged, Customer shall in no event give such person access to the SaaS Services or Software. In the event such contractor is not employed by or engaged by a direct competitor of Duro Labs or its Affiliates, Customer shall ensure that such contractor has entered into an appropriate confidentiality agreement that protects the SaaS Services and Software in a manner consistent with the confidentiality and other provisions in this Agreement and that such contractors use the SaaS Services and Software as if they were Customer’s employees. Customer shall remain responsible for the actions and omissions of such contractor.

Duro Labs Information Request

During the Service Term, Duro Labs shall have the right to request that Customer provide within thirty (30) days of receipt of Duro Labs’s written request sufficient documentation to support, and certification of, use of the SaaS Services and Documentation in compliance with this Agreement’s terms and conditions and the manner in which Customer has licensed such SaaS Services from Duro Labs.

Export Compliance

Customer acknowledges that the SaaS Services and Software are subject to U.S. export jurisdiction and that Duro Labs is a multinational company and may have employees located in or providing services or support for from different countries. Customer shall not use, export, re-export, transfer, or otherwise make available the SaaS Services or Software (i) into or within any Embargoed Country; (ii) to any Designated Person; or (iii) for any end-use prohibited under applicable export control or sanction laws, including, but not limited to, the U.S. Export Administration Regulations (“EAR”) and sanctions imposed by the OFAC, as well as end-user, end-use and destination restrictions enforced by the U.S. and foreign governments. Customer agrees to comply with all U.S. and international export control laws and regulations, regardless of its location, that apply to its data, which may include, but may not be limited to, the EAR and the International Traffic in Arms Regulations (“ITAR”). Customer is solely responsible for determining the jurisdiction and classification of any data uploaded to the SaaS Services and Software, obtaining all required export or reexport authorizations, and implementing compliance measures designed to ensure only legally authorized persons access such data. Customer agrees that it shall immediately notify Duro Labs in the event of any suspected or actual violation of U.S. export control and sanctions laws.

FEES AND PAYMENTS

Subscription Fee

In consideration of the SaaS Services provided by Duro Labs hereunder, Customer shall pay to Duro Labs the non-refundable subscription fees, payable as specified on the Order Form (the “Fees”). Duro Labs retains the right to modify the pricing of the SaaS Services including, without limitation, modification of the tier structure establishing the Fee for a range of Authorized Users, at any time after the Initial Service Term, although Duro Labs will provide at least thirty (30) days written notice of any such pricing change. Notwithstanding anything to the contrary, any such pricing change will not take effect until the then-current Service Term (Initial Service Term or Renewal Term, each as defined below) period expires.

Additional Authorized Users

Customer may increase the number of Authorized Users at any time during the Service Term upon written request or execution of an Order Form. Fees for additional Authorized Users will be invoiced at Duro Labs’s then-current pricing and prorated for the remainder of the then-current Service Term. Any added Authorized Users will co-terminate with the existing Service Term. Customer may reduce Authorized Users only effective upon renewal.

Payment

The first payment of the Fee shall be charged thirty (30) days after the Account is created. Each subsequent payment of the Fee shall be invoiced or charged to the Customer in advance of the next payment period for which the SaaS Services will be provided, with such payment period specified on the Order Form. The Fee is non-refundable except as expressly permitted under this Agreement and is deemed earned upon receipt. All Fees unpaid as of their due date will accrue interest at two percent (2%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. Duro Labs is entitled to recover from Customer any reasonable costs and expenses incurred in connection with collecting the late amounts, including costs of investigation and reasonable attorneys’ fees.

Taxes

The Fee includes, and Customer shall be responsible for the payment of, any applicable sales or use taxes or any value added or similar taxes payable with respect to the Software, the SaaS Services, or otherwise arising out of or in connection with this Agreement, other than taxes levied or imposed based upon Duro Labs’s personal property ownership or net income.

DATA AND OWNERSHIP

Customer Data

As between Duro Labs and Customer, Customer shall exclusively own all rights, title and interest in and to all data and information submitted by Customer (or its Authorized Users) in connection with its or their use of the SaaS Services and the Software (collectively, “Customer Data”) and all Intellectual Property Rights therein, excluding all Duro Labs Intellectual Property (as defined below). Duro Labs shall (i) acquire no rights in any Customer Data contained in or used with the SaaS Services or the Software by virtue of this Agreement, and (ii) process Customer Data only to provide the SaaS Services and the Software, or as otherwise instructed by Customer, or as may be required or permitted by applicable law. Duro Labs shall have no responsibility or liability in connection with Customer Data entered by or on behalf of Customer into any third-party service or otherwise provided to a third-party provider.

Duro Labs Data

Duro Labs collects data and information regarding use of the SaaS Services and the Software (“Duro Labs Data”). Customer acknowledges and agrees that (i) Content and Duro Labs Data (as between Duro Labs and Customer), excluding any information that is linked to an identified or identifiable person (“Personally Identifiable Information”), is the sole and exclusive property of Duro Labs; (ii) Duro Labs shall be entitled to use, reproduce, adapt, combine with other data, edit, re-format, generate, store, disclose and exploit any and all Duro Labs Data for any purpose; and (iii) Duro Labs may in its discretion enhance the Software and SaaS Services through the incorporation of artificial intelligence or machine-learning functionality, which shall be governed by the Artificial Intelligence Addendum attached hereto as Schedule 1.

Duro Labs Intellectual Property

As between the parties, the SaaS Services, the Software, Duro Labs Data, Content, and the Documentation and all Intellectual Property Rights embodied therein or in any derivative works thereof (collectively, “Duro Labs Intellectual Property”) shall remain the sole and exclusive property of Duro Labs. In addition, Duro Labs shall own any and all information, data and feedback concerning use or operation of the Software, and/or the SaaS Services and any and all modifications, design changes, features and improvements to the Software and/or the SaaS Services suggested by Customer, its Affiliates, or any of their officers, directors, employees or agents, or any Authorized User (collectively, “Feedback”) and Duro Labs shall have the right to use, in any manner and for any purpose whatsoever, any and all Feedback. Customer agrees to assign and does hereby irrevocably assign to Duro Labs, and its successor and assigns, all rights, title and interest that Customer may acquire in and to any and all Duro Labs Intellectual Property and Feedback. Neither this Agreement nor any Order Form shall grant to Customer any ownership right or title of any kind in or to any Duro Labs Intellectual Property or Feedback.

Aggregate Usage Data

Duro Labs may collect, create or generate aggregated statistical and anonymized data relating to Customer and its Authorized Users’ use of the SaaS Services, provided that such processing does not personally identify Customer or Authorized Users or other natural persons (“Aggregate Usage Data”). All right, title and interest in and to the Aggregate Usage Data and Intellectual Property Rights therein, will be solely and exclusively owned by Duro Labs. Without limiting the foregoing, Duro Labs may use Aggregate Usage Data for any purpose, including to provide, enable and develop and improve its products and services during or after the Service Term and any other commercial purposes.

TERM AND TERMINATION

Term

Unless otherwise stated in an applicable Order Form, this Agreement shall commence on the Contract Start Date specified in the Order Form (“Effective Date”) and remain in effect for a term of 1 year, unless terminated earlier pursuant to Section 5(c) below (the “Initial Service Term”). Following the Initial Service Term, this Agreement will automatically renew for successive renewal terms of 1 year (each, a “Renewal Term”, and together with the Initial Service Term, the “Service Term”) unless a party provides written notice of its intention not to renew at least thirty (30) days before the end of the Initial Service Term or then-current Renewal Term, as applicable.

Suspension

At Duro Labs’s discretion, Duro Labs may suspend or revoke Customer’s access to the SaaS Services: (i) if Customer has not paid in full all amounts under the Agreement within thirty (30) days after their due date; (ii) if Duro Labs reasonably believes that Customer’s use threatens the security or integrity of the SaaS Services or violates any law; (iii) if Customer’s use of the SaaS Services exceeds the scope of the license granted in the Agreement; or (iv) as required by law, in each case until such incidents have been resolved by the parties, acting reasonably. For the avoidance of doubt, nothing in this Section shall excuse payment obligations under this Agreement or applicable Order Form.

Termination for Uncured Material Breach

Either party may terminate the Agreement or any Order Form if (i) the other party breaches a material provision of the Agreement or the applicable Order Form (including Customer’s failure to pay any Fees or Customer’s use of the SaaS Services in a manner unauthorized by the Agreement) and has not cured the breach within thirty (30) days after receipt of written notice of the breach, or (ii) the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency, or similar proceeding that is not dismissed within sixty (60) days of filing. Either party may also terminate the Agreement upon no less than thirty (30) days’ prior written notice to the other party for any reason, provided that at such time there are no Order Forms then currently outstanding and in effect between the parties. Unless otherwise stated in an Order Form, neither party may terminate an Order Form except as set forth in this Section.

Effect of Termination

Upon expiration or any termination of this Agreement, all rights and licenses granted to Customer under Section 2(a) shall immediately terminate and revert to Duro Labs and Customer shall cease all use and refrain from all further use of the SaaS Services and the Software. Notwithstanding anything to the contrary herein, Customer acknowledges and agrees that Customer Data provided to Duro Labs, including but not limited to Customer Data stored in the SaaS Services, may be retained in Duro Labs’s records and archived indefinitely in its network backups.

Survival

Sections 4, 5, 6(c), 6(d), 6(e), and 7-11 shall survive the expiration and any termination of this Agreement.

LIMITED WARRANTIES; DISCLAIMER OF OTHER WARRANTIES

Authority

Customer and Duro Labs each represents and warrants that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

Customer Representations and Warranties

Customer represents and warrants that (i) it is neither a Designated Person nor is located in, organized under the laws of, ordinarily resident in, or under the control of, any Embargoed Country; (ii) it will not permit any Authorized User or other third party to access or use the SaaS Services or Software in violation of this Agreement; (iii) it shall not engage in the re-export of the SaaS Services or Software contrary to U.S. and international export control and sanctions regimes; (iv) it will use the SaaS Services and other Duro Labs products and services in accordance with all applicable laws, including laws regarding access to technology, software, or data.

SaaS Services and Software

Duro Labs warrants to Customer that, during the Service Term, the SaaS Services and the Software, when operated in accordance with the then-current Documentation, will substantially perform the functions described in the then-current Documentation. These warranties extend only to Customer. If the SaaS Services do not conform to this Agreement, then Customer must provide to Duro Labs with written notice of the nonconformance within thirty (30) days of the date on which the nonconformance occurred. Upon receipt of a timely notice, Duro Labs will, at its expense, use reasonable efforts to correct the nonconformance. Such correction efforts shall be Customer’s sole and exclusive remedy for any non-conformity issue of the SaaS Services.

Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SAAS SERVICES, THE SOFTWARE, THE DOCUMENTATION AND ALL OTHER SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, CONDITION OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DURO LABS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING CUSTOMER’S USE OR THE RESULTS OF CUSTOMER’S USE OF THE SOFTWARE OR SAAS SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. DURO LABS DOES NOT WARRANT THAT THE SAAS SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR, EXCEPT AS PROVIDED IN HEREIN, THAT THE SOFTWARE OR THE SAAS SERVICES WILL OPERATE UNINTERRUPTED OR WITHOUT DEFECTS, OR GUARANTEE SPECIFIC RESULTS.

INDEMNIFICATION

Duro Labs Indemnification

Duro Labs will defend Customer and its officers, directors, and employees, from and against any third-party claim that the SaaS Services directly infringe or misappropriate any intellectual property rights of a third-party provided that (i) Customer’s use of the relevant SaaS Services is in compliance with the Agreement, and (ii) Customer provides Duro Labs with prompt written notice of all allegations of such claim. Duro Labs will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Duro Labs enters into) with respect to any such claims. Notwithstanding the foregoing, Duro Labs shall have no obligation to defend or indemnify Customer for claims that result from: (1) use of the SaaS Services in conjunction with any product or service not provided by SaaS Services; (2) use of the SaaS Services provided for no fee; (3) compliance of the SaaS Services with any instruction, specification, or requirements furnished by Customer or any relevant industry-adopted specification or standard; (4) any use of the SaaS Services not permitted under the Agreement; (5) Customer Data; (6) use of any third-party services; and (7) Customer’s gross negligence, willful misconduct, or fraud.

Customer Indemnification

Customer agrees to defend, indemnify and hold harmless Duro Labs, its Affiliates and contributing component manufacturers and each of their directors, officers, employees, contractors and agents, from all judgements, costs and expenses (including but not limited to reasonable attorneys’ fees) that Duro Labs incurs resulting from any third party claim, action, suit or proceeding and amounts paid in settlement thereof arising from or related to: (i) any breach by Customer of this Agreement; (ii) any violation by Customer or an Authorized User of any third-party rights or the Terms of Service or any other agreement governing such Authorized User’s use of the Software and/or SaaS Services; (iii) Customer Data or Duro Labs’s authorized processing thereof in accordance with this Agreement; (iv) Customer’s or an Authorized User’s negligence or willful misconduct; (v) use of Software, SaaS Services, or Customer Data in connection with any application in which the failure of products created using the Software or SaaS Services could create a situation where personal injury or death may occur; or (vi) Customer’s gross negligence, willful misconduct, or fraud.

Indemnification Procedure

A party entitled to be indemnified hereunder (the “Indemnified Party”), shall (i) notify the other party (the “Indemnifying Party”) in writing within thirty (30) days of receipt of notice of any claim, action, suit or proceeding subject to the Indemnifying Party’s indemnity hereunder, provided, however, that a delay in notification shall excuse indemnification only to the extent such delay impairs the defense of such third-party claim; (ii) provide the Indemnifying Party with all information within the Indemnified Party’s possession that is required for the defense of such suit and shall reasonably cooperate with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim(s) and (iii) permit the Indemnifying Party to take control of the defense and investigation of such claim(s) provided that the Indemnifying Party will not settle any claim unless it unconditionally releases the Indemnified Party of all liability and does not admit fault or wrongdoing or payment of damages by the Indemnified Party, unless the Indemnified Party otherwise consents in writing in its sole discretion.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DURO LABS AND ITS AFFILIATES AND CONTRIBUTING COMPONENT MANUFACTURERS HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CUSTOMER’S USE OF, OR INABILITY TO USE, THE SOFTWARE AND/OR SAAS SERVICES, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, INCLUDING TORT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, BREACH OF CONTRACT OR BREACH OF WARRANTY, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA, LOST BUSINESS OPPORTUNITY OR PROFITS, OR LOSS OF OR DAMAGE TO GOODWILL; OR (II) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS, EVEN IF SUCH DAMAGE WAS REASONABLY FORESEEABLE OR DURO LABS HAD BEEN ADVISED OF THE POSSIBILITY OF CUSTOMER INCURRING THE SAME. WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF DURO LABS FOR ANY AND ALL CLAIMS AGAINST CUSTOMER SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO DURO LABS UNDER THIS AGREEMENT WITHIN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION GIVING RISE TO LIABILITY AROSE FOR THE APPLICABLE SAAS SERVICE. THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. NOTHING IN THIS SECTION WILL CONFER ANY RIGHT OR REMEDY UPON CUSTOMER TO WHICH CUSTOMER WOULD NOT OTHERWISE BE LEGALLY ENTITLED. CUSTOMER ACKNOWLEDGES THAT EXCEPT AS SET FORTH HEREIN, NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY DURO LABS TO CUSTOMER OR TO ANY PERSON ON CUSTOMER’S BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM USE OF THE SOFTWARE AND SAAS SERVICE. CUSTOMER HAS RELIED SOLELY UPON ITS OWN SKILL AND JUDGMENT IN ACQUIRING THE SOFTWARE AND SAAS SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY BY VENDORS OR SERVICE PROVIDERS. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE PROHIBITED IN THE JURISDICTION WHERE YOU ARE LOCATED SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH HEREIN MAY NOT APPLY TO YOU. Nothing in this Agreement is meant to exclude, restrict or modify any liability of Duro Labs under any law under any jurisdiction in which the Software are licensed, which law prohibits, restricts or modifies any portion of the limitation of liability set forth herein, such as the Competition and Consumer Act 2010, or any similar law.

CONFIDENTIALITY

Confidential Information

During the Service Term, a party (the “receiving party”) may come into possession of Confidential Information of the other party (the “disclosing party”). For the purposes of this Agreement, “Confidential Information” means any information that the disclosing party designates as confidential or that a reasonable person would understand to be confidential under the circumstances. Without limiting the foregoing, Confidential Information includes the terms of this Agreement, the Software, the SaaS Services, the Documentation, Customer Data, and each party’s financial, business and technical plans and strategies, inventions, new products, code, services and technology. Customer acknowledges and agrees that the SaaS Services constitute the trade secrets and proprietary information of Duro Labs and/or third parties.

Restrictions

The receiving party will hold and maintain all Confidential Information in strict confidence and will not use such information, except as permitted under this Agreement. The receiving party will use sufficient safeguards to prevent disclosure to third parties of such information, but in no case less than a reasonable degree of care.. Notwithstanding the foregoing, Customer agrees that it shall make Duro Labs’s Confidential Information available only to Authorized Users who are not working for any direct competitor of Duro Labs and who have entered into a confidentiality agreement with Customer sufficient to protect Duro Labs Confidential Information. Any Confidential Information supplied by the disclosing party may only be used by the receiving party for the purpose of exercising its rights under the license granted hereunder or for the performance of the receiving party’s obligations hereunder. This covenant will be enforceable during the Service Term of this Agreement and will continue to remain enforceable for a period of five (5) years after the termination or expiration of this Agreement (except for any Confidential Information that constitutes trade secrets, which shall remain subject to the confidentiality obligations in this Agreement for so long as such Confidential Information has not entered the public domain).

Exceptions

The restrictions set forth in Section 10(b) shall not apply with respect to information which, as evidenced by the receiving party’s written records: (i) is already known by the receiving party at time of disclosure; (ii) becomes, through no act or fault of the receiving party, publicly known; (iii) is received by the receiving party from a third party without a restriction on disclosure or use; or (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information to the extent required to be disclosed by applicable law and/or a court or governmental agency pursuant to a statute, regulation or valid order; provided that, to the extent permitted by applicable law, the receiving party first notifies the disclosing party and gives it the opportunity to seek a protective order or to contest such required disclosure.

Return of Information

Upon the earlier of the disclosing party’s request or the termination of this Agreement, the receiving party will promptly return or destroy all Confidential Information and related materials in its possession and discontinue all further use of the Confidential Information. Upon the disclosing party’s request, the receiving party will promptly certify that such action has been taken. Each party may retain copies of Confidential Information stored on backups made in the ordinary course of business and each party may retain copies of Confidential Information as required by law. Any retained Confidential Information will remain subject to the confidentiality obligations set forth in the Agreement.

GENERAL

Independent Contractor; Third Party Agreements. Customer is and shall be deemed to be an independent contractor of Duro Labs and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto, or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit Duro Labs to any agreements with any third parties.

Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by a nationally recognized overnight courier, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested, to the addresses set forth in the Order Form. Notice of change of address shall be given by written notice in the manner detailed in this Section 12(b).

Governing Law; Dispute Resolution. This Agreement shall be governed by and construed under the laws of the State of California, without regard to its conflicts of law principles, provided that if the Software or SaaS Services is acquired in the European Union or the United Kingdom, this Agreement shall be governed by the laws of England, without reference to conflict or choice of law principles or decisions.

Any and all disputes arising from or relating to the Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce then in effect (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, and as further specified herein. In the event that the Expedited Procedure Rules of the ICC Rules apply, the parties agree that the arbitration shall be before a single arbitrator to be appointed in accordance with the ICC Rules. If the Expedited Procedure Rules do not apply, the parties agree that the arbitration shall be before an Arbitral Tribunal of three arbitrators, and each party shall nominate one arbitrator for confirmation, with the third arbitrator to be jointly nominated by the two co-arbitrators within thirty (30) days of the confirmation of the second arbitrator. If the two co-arbitrators do not nominate the third arbitrator within that period, the third arbitrator shall be appointed by the ICC Court pursuant to the ICC Rules. The existence of the proceedings, the names of the parties, the nature of the claims, the names of any witnesses or experts, any procedural orders or awards, and any evidence that is submitted or produced in the arbitration and not otherwise in the public domain shall be kept confidential by the arbitral tribunal and the parties. This requirement shall apply except and to the extent that disclosure may be required to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a court of competent jurisdiction. The language of the proceedings shall be English. The seat of the proceedings shall be the location set forth below:

Region in which Customer is Located: Seat of Arbitration

Entire Agreement. This Agreement, together with any outstanding Order Forms, constitutes the complete and exclusive statement of the agreement between the parties relating to the subject matter hereof, and all provisions, representations, discussions, and writings are merged in, and superseded by, this Agreement. The terms and conditions of this Agreement may not be modified, deleted or superseded by terms and conditions in any other documents related to the applicable transaction, whether it be Customer’s terms and conditions or any other documents supplied by Customer during the purchase process.

Artificial Intelligence Addendum

This Artificial Intelligence Addendum (“AIA”) forms a part of the Master Subscription Agreement between Customer and Duro Labs (the “Agreement”) related to Duro Labs’s provision of the Software and SaaS Services and is effective as of the Effective Date of the Agreement. Capitalized terms used but not defined in this AIA will have the meaning otherwise set forth in the Agreement. Except as modified herein, the terms of the Agreement shall remain in full force and effect.

DEFINITIONS

“AI Technology” means (i) the Software and SaaS Services, including any proprietary software, platform, tool, or combination thereof, leveraging any natural language processing tools, products, or services, machine learning capabilities, automated decision-making technology, models; (ii) any automated decision-making technology and any engineered or machine-based system that can, for any explicit or implicit objective, infer from the input the system receives how to generate outputs, including, without limitation, content, decisions, predictions, and/or recommendations that can influence any physical or virtual environment, which are integrated into (or interacting with) the Software or SaaS Services; or (iii) any technology that can be reasonably identified as artificial intelligence.

“Inputs” means any information provided by Customer for processing by AI Technology.

“Outputs” mean the outputs generated as a result of processing Inputs through AI Technology.

USE OF AI TECHNOLOGY

Authorized Users’ Use of AI Technology

The Software may employ AI Technology. Customer acknowledges that because of the statistical methods underlying the foregoing techniques, Outputs of AI Technology may be incorrect, incomplete, or biased. Accordingly, Customer agrees that Authorized Users’ use of AI Technology is at Customer’s and Authorized Users’ own risk and Customer shall be solely responsible for any decisions, actions, or omissions it or its Authorized Users take based on any Output. Customer agrees, and shall instruct its Authorized Users, to evaluate (including through review by a natural person) any Output prior to taking any decisions, actions, or omissions on its basis. Access to AI Technology forms part of the Software and SaaS Services and is subject to relevant terms and conditions of the Agreement applicable to the Software and SaaS Services, and Customer’s right and/or license to use AI Technology is determined by its right and license to use and access the Software and SaaS Services as provided in the Agreement. Customer may only use data in connection with AI Technology for which Customer and/or its Authorized Users have received all consents, authorizations, approvals, and/or agreements necessary to permit such use and/or processing under applicable law or agreement(s). Customer shall not use AI Technology to attempt to obtain any information that may violate third party rights or applicable law. Customer’s access and use of AI Technology shall comply with all applicable law. Customer shall be fully responsible and liable for its Authorized Users’ use of and access to AI Technology.

Restrictions

• decompile, disassemble, scan, reverse engineer, or attempt to discover any source code, algorithms, weights of the underlying models, or underlying ideas of AI Technology;
• use AI Technology or any Inputs or Outputs to develop, train or improve any another artificial intelligence model;
• represent any Output from AI Technology as being an original work or a wholly human-generated work, or as being approved or vetted by Duro Labs;
• use the AI Technology or Inputs or Outputs to infringe upon any third-party rights, including any Intellectual Property Rights;
• use the AI Technology for automated decision-making or for other processes that have legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with all applicable laws;
• use the AI Technology for purposes or with effects that are illegal, discriminatory, harassing, bias-inducing, harmful or unethical;
• develop foundation models or other large scale models that compete with Duro Labs’s AI Technology;
• generate spam, or any content for dissemination for illegal activities, or to abuse, harm, interfere with, or disrupt any services (or enable others to do the same);
• use the Software in a manner outside the scope of the Agreement, this AIA, and related Software documentation.

Third Party Model Service Terms

Customer may, through the use of the Software and SaaS Services, use, access, or interact with certain AI Technology leveraging models from third parties (“Third Party Model Service”). Such Third Party Model Services may require the Customer and/or its Authorized Users to comply with separate terms outside of this Agreement that apply to those Third Party Model Services. Customer represents and warrants that it and, when applicable, its Authorized Users have reviewed and, where required, accepted all applicable Third-Party Model Service terms prior to use, and will comply with them. Any interaction between Customer (or its Authorized Users) and the Third Party Model Service is solely governed by those applicable terms between Customer and the Third Party Model Service. Customer is solely responsible for its (and its Authorized Users’) acts and omissions in connection with any Third-Party Model Service, including any data it submits to, or receives from, a Third-Party Model Service and any results or outputs generated. Duro Labs does not control and is not responsible for Third-Party Model Services, makes no representations or warranties of any kind regarding them, and, to the maximum extent permitted by law, disclaims all liability arising from or relating to them.

DISCLAIMERS

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, AI TECHNOLOGY IS PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND DURO LABS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, DURO LABS DOES NOT WARRANT THAT AI TECHNOLOGY WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY QUALITY, RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF AI TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR FREE. DURO LABS IS NOT RESPONSIBLE FOR ANY DECISIONS, ACTIONS, OR OMISSIONS CUSTOMER OR AUTHORIZED USERS TAKE BASED UPON OR INFORMED BY OUTPUT FROM AI TECHNOLOGY. DURO LABS IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES PROVIDED IN THE COURSE OF DELIVERING AI TECHNOLOGY, INCLUDING ANY THIRD PARTY MODEL SERVICE (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, FAILURES, OR ANY OTHER GUARANTEES IN ANY SERVICE LEVEL AGREEMENT BETWEEN THE PARTIES), CUSTOMER’S INPUT TO AI TECHNOLOGY, OR OUTPUT FROM AI TECHNOLOGY (INCLUDING BUT NOT LIMITED TO COMPLETENESS, OR ACCURACY OF OUTPUT FROM AI TECHNOLOGY, OR WHETHER THE OUTPUT FROM AI TECHNOLOGY INFRINGES OR VIOLATES ANY THIRD PARTY’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY AND CONTRACTUAL RIGHTS).

SUSPENSION OF SERVICES

Duro Labs reserves the right to disable, suspend, or terminate Customer’s and Authorized Users’ access to all or any part of AI Technology and affected Software or SaaS Services if Duro Labs reasonably determines that (i) Customer’s or Authorized Users’ access or use of any AI Technology violates applicable law or any material term of the Agreement, including this AIA; (ii) Duro Labs providing any part of the AI Technology would violate applicable (in force or forthcoming) law, or agreements; or (iii) Duro Labs’s provision of any part of AI Technology poses undue security risk to Duro Labs or its customers.

MISCELLANEOUS

This AIA will remain in effect until any expiration or termination of the Agreement pursuant thereto. This AIA supersedes any prior AI Technology agreements, addenda or similar terms between the parties. Should any provision of this AIA be invalid or unenforceable, then the remainder of this AIA will remain valid and in force. The invalid or unenforceable provision shall be either: (i) amended as necessary to ensure its validity and enforceability, while preserving the intent of the provision as closely as possible or, if this is not possible; (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein. This AIA and the other portions of the Agreement shall be read together and construed, to the extent possible, to be in concert with each other. In the event of any conflict between the Agreement and this AIA, this AIA will govern with respect to the subject matter of this AIA. No waiver of any breach shall be deemed a waiver of any subsequent breach. If any change in law, regulation, or government policy affects the use of an AI Technology in connection with this Agreement the Parties shall promptly negotiate in good faith to amend this Agreement to eliminate or mitigate such impact. In the event of any conflict between the Agreement and this AIA, this AIA will govern with respect to the subject matter of this AIreta