Terms of Service

AGREEMENT

These General Terms and Conditions (the “General Terms”) form a part of the legal agreement between Cube Security Inc. (“Cube AI”) and the Customer identified on the applicable Order Form. The applicable Order Form together with the General Terms form the entire agreement between the Parties (the “Agreement”). Capitalized terms used but not defined in these General Terms will have the meanings set forth in the Order Form. The date of the last signature on the Order Form shall be the Effective Date of this Agreement.

1. DEFINITIONS

As used in this Agreement:

1.1. “Access Credentials”

mean login information, passwords, security protocols, and policies through which Users access and use the Cube AI Cloud Services.

1.2. “Admin User”

means the employees and/or contractors of Customer who are designated to be Administrative Users and have the ability to issue Access Credentials.

1.3. “Blockchain Data”

means data contained in or associated with a decentralized public ledger associated with blockchain technology, including smart contract addresses, cryptocurrency wallet addresses, and other information or data relating to smart contract or cryptocurrency transactions, including transaction IDs, transaction hashes, and amounts for transactions.

1.4. “Cube AI Analytics”

means any information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by the Cube AI Cloud Services, including without limitation as derived from aggregated anonymized inputs to, and usage of, the Cube AI Cloud Services across all Cube AI customers. In no event will Cube AI Analytics include any personally identifiable information or Customer Inputs.

1.5. “Cube AI Cloud Services”

means the Cube AI software as a service offerings, including those designated in the applicable Order Form, which are made generally commercially available by Cube AI as of the Effective Date, and all Updates thereto made generally commercially available by Cube AI to its customers during the Term (as defined below).

1.6. “Cube AI Data”

means any data, media, information, or other content made available by Cube AI to Customer through the Cube AI Cloud Services or other means such as Third Party Services, including without limitation Blockchain Data and Fraud Data, risk scores, and other insights generated by the operation of the Cube AI Cloud Services, but excluding Customer Inputs.

1.7. “Cube AI Services Code”

means any source code or object code that Cube AI makes available to Customer as part of the Cube AI Cloud Services, which for the avoidance of doubt includes only computer code that Cube AI specifically makes available to customers for use within their own software programs or applications, including within or as part of any software development kit, and does not include any computer code that is part of the Portal or other portion of the Cube AI Cloud Services.

1.8. “Cube AI Technology”

means the computer software, computer code, scripts, neural networks, artificial intelligence, application programming interfaces, methodologies, processes, templates, work flows, diagrams, tools, algorithms, formulas, user interfaces, know-how, trade secrets, techniques, designs, inventions, Third Party Services and other tangible or intangible technical material, information and works of authorship underlying or otherwise used to make available the Cube AI Cloud Services, including the Cube AI Services Code, and including, without limitation, all upgrades, enhancements, modifications, additions and improvements thereto and all derivative works thereof, and Intellectual Property Rights therein and thereto.

1.9. “Customer Inputs”

means information, data, text, content, videos, images, audio clips, photos, graphics, and/or other types of content, information and/or data, including without limitation Blockchain Data and Fraud Data, posted, provided and/or uploaded to the Cube AI Cloud Services by Customer.

1.10. “Documentation”

means text and/or graphical materials, whether in print or electronic form, that describe the features, functions, and use of the Cube AI Cloud Services and which are prepared by Cube AI and made available to Customer, including within the Portal.

1.11. “Fraud Data”

means data containing information obtained from or about apparent fraud perpetrators, including associated accounts, phone numbers, addresses, transactions, names and other information included either in the Customer Input or the Cube AI Data.

1.12. “Intellectual Property Rights”

mean any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark, trade dress, or service mark rights (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) registrations, applications, renewals, extensions, or reissues of the foregoing, in each case, in any jurisdiction throughout the world.

1.13. “Order Form”

means Cube AI's standard order form accepted in writing (or electronically) by Customer and Cube AI, which includes orders placed electronically through the Portal.

1.14. “Third Party Services”

means any third party's website, platform, content, product, service, software, or information used by Cube AI to deliver the Cube AI Data, the Cube AI Cloud Services, or otherwise to facilitate Cube AI's performance under this Agreement.

1.15. “Updates”

mean all upgrades, enhancements, improvements, maintenance releases, additions, and modifications of the Cube AI Cloud Services and/or Cube AI Data made generally commercially available as part of the Cube AI Cloud Services and/or Cube AI Data during the Term. Updates may also include new features and/or functionality for which Cube AI reserves the right to charge an additional fee if Customer elects to activate such new features and/or functionality.

1.16. “User”

means Customer's Admin Users and any other Customer users who have been assigned Access Credentials.

2. CUBE AI CLOUD SERVICES

2.1 Cube AI Cloud Services

Subject to and in accordance with this Agreement and the applicable Order Forms, including, without limitation, payment of all applicable fees (if any), Cube AI shall make the Cube AI Cloud Services available to Customer pursuant to the terms and conditions of this Agreement.

2.2 Customer Access

Customer acknowledges and agrees that Customer's Users' access and use of the Cube AI Cloud Services is dependent upon access to telecommunications and Internet services. Customer will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Cube AI Cloud Services, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the foregoing. Cube AI will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications or Internet services or any such hardware or software.

2.3 Modifications to the Cube AI Cloud Services

Cube AI reserves the right to enhance, improve and modify the Cube AI Cloud Services on a continuous basis at no cost to Customer.

3. ACCESS GRANT; LICENSES; OWNERSHIP

3.1 Access Grant; License

Subject to Customer's compliance with the terms and conditions contained in this Agreement, the Documentation, and each Order Form, (i) Cube AI grants to Customer during the Term a non-exclusive, non-transferable, worldwide, revocable, non-sublicensable right to allow its Users to access and use the Cube AI Cloud Services; (ii) Cube AI grants to Customer a nonexclusive and nontransferable license to use Cube AI Data for its internal fraud prevention and mitigation purposes during the Term; and (iii) Cube AI grants to Customer a nonexclusive and nontransferable license to use any Cube AI Services Code made available to Customer solely as set forth in the Documentation and each applicable Order Form. The rights set forth in this Section 3.1 may be exercised by Customer's third-party contractors and service providers for Customer's internal business purposes only during the Term, provided that Customer shall be responsible for any breach of this Agreement by any such third-party contractors and service providers.

3.2 Customer Inputs

Customer hereby grants to Cube AI (i) a non-exclusive, royalty-free license to access, use, and copy the Customer Inputs to provide the Cube AI Cloud Services to Customer; and (ii) a non-exclusive, worldwide, irrevocable, perpetual, royalty-free license to access, use, store, analyze, copy, and create derivative works from Blockchain Data and/or Fraud Data included in Customer Inputs to provide, improve, enhance, and develop Cube AI's products and services. As between Customer and Cube AI, Cube AI agrees that Customer owns all right, title and interest in and to the Customer Inputs and reserves all rights thereto that are not expressly granted to Cube AI under this Agreement. The licenses granted to Cube AI in this Section 3.2(ii) shall include the right to retain and continue processing Blockchain Data and Fraud Data (including Personal Data contained therein) after termination of this Agreement, in perpetuity, for Cube AI's fraud prevention, security, product improvement, and AI model training purposes, subject to Cube AI's compliance with applicable data protection laws as an independent data controller. Customer acknowledges that such continued processing serves Cube AI's legitimate interests and the public interest in fraud prevention and security.

CUSTOMER WILL BE RESPONSIBLE FOR MAKING BACK-UP AND ARCHIVAL COPIES OF ALL CUSTOMER INPUTS. IN NO EVENT WILL CUBE AI BE RESPONSIBLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY LOSS, CORRUPTION OR ALTERATION OF CUSTOMER INPUTS, OR FOR ANY LOSS ARISING OUT OF ANY BREACH OF SECURITY, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, DIRECT, INDIRECT OR OTHER DAMAGES OF ANY KIND.

3.3 Users

Unless otherwise provided in such Customer's Order Form, Customer, through its Admin Users, may provide for an unlimited number of Users to access and use the Cube AI Cloud Services. Cube AI will provide Admin Users with the ability to grant Access Credentials to each User. Customer will at all times be responsible for all actions taken under Customer's account.

3.4 Ownership

Cube AI owns all right, title, and interest, including all worldwide Intellectual Property Rights, in and to the Cube AI Cloud Services, the Cube AI Technology, the Cube AI Analytics, the Documentation and in all derivative works of each of the foregoing, including any updates or modifications made as a result of any Feedback (as defined below), and reserves all rights thereto that are not expressly granted to Customer under this Agreement. As between Customer and Cube AI, Customer agrees that Cube AI owns all right, title and interest in and to the Cube AI Data and reserves all rights thereto that are not expressly granted to Customer under this Agreement. In the event Customer provides any suggested improvements, enhancements, or feedback with respect to the Cube AI Cloud Services or the Cube AI Data (collectively, “Feedback”), Customer hereby assigns to Cube AI all rights, title, and interest in and to such Feedback. Except for the rights and licenses expressly granted herein, all rights in and to all of the foregoing are reserved by Cube AI and its licensors.

3.5 Marketing

Cube AI may publicly refer to Customer as a customer of Cube AI, including on Cube AI's website and in sales presentations, and may use Customer's logo for such purposes. Similarly, Customer may publicly refer to itself as a customer of Cube AI's software as a service, including on Customer's website.

3.6 Collection and Use of Information

(a) Customer acknowledges that Cube AI may, directly, or indirectly through the Third-Party Services, collect and store information regarding use of the Cube AI Cloud Services, the Cube AI Data, and about equipment on which the Cube AI Cloud Services is installed or through which it otherwise is accessed and used and that such information may become part of the Cube AI Analytics.

(b) Customer acknowledges and agrees that Cube AI may create, collect, use, and disclose the Cube AI Analytics for any business purposes, including without limitation to:

(i) Improve the performance of the Cube AI Cloud Services and Cube AI Data or develop updates thereto; and

(ii) Verify Customer's compliance with the terms of this Agreement and enforce Cube AI's rights, including all Intellectual Property Rights in and to the Cube AI Cloud Services and Cube AI Data.

4. CUSTOMER RESPONSIBILITIES

4.1 Access Credentials

Customer will be responsible for all acts and omissions of Customer's Users. Customer agrees to: (1) keep its Access Credentials secure and confidential and not to allow any of Customer's Users to provide their Access Credentials to anyone else; and (2) not permit others to use Customer's Access Credentials. Customer will notify Cube AI immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security. Cube AI reserves the right to take any action Cube AI deems necessary or reasonable to ensure the security of the Cube AI Cloud Services and Customer's Access Credentials and account, including terminating Customer's access, changing passwords, or requesting additional information to authorize activities related to Customer's account.

4.2 Use Guidelines

The Customer shall comply with all applicable laws, rules and regulations in its use of the Cube AI Cloud Services and Cube AI Data. Customer shall use the Cube AI Cloud Services and Cube AI Data solely for Customer's internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, copy, reproduce, distribute, time share or otherwise commercially exploit or make the Cube AI Cloud Services or Cube AI Data available to any third party, other than as expressly permitted by this Agreement; (ii) disrupt any servers or networks connected to the Cube AI Cloud Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Cube AI Cloud Services; (iii) attempt to gain unauthorized access to the Cube AI Cloud Services or the Cube AI Technology or any related systems or networks; (iv) remove, alter or obscure any proprietary notices associated with the Cube AI Cloud Services or Cube AI Data; (v) use the Cube AI Cloud Services or Cube AI Data in violation of (x) any applicable, law, rule, regulation, or guideline (including any United States export laws and regulations), or (y) any contractual agreement by which Customer is bound; (vi) attempt to probe, scan, or test (including without limitation stress testing or penetration testing) the vulnerability of any system or network associated with the Cube AI Cloud Services or breach any security or authentication measures; (vii) except with respect to the Cube AI Services Code, copy, distribute, modify, adapt, hack, disassemble, decompile, decode, or reverse engineer to extract any source code, object code, machine code or any other software code from the Cube AI Cloud Services or Cube AI Technology or otherwise attempt to derive or gain unauthorized access to the Cube AI Cloud Services, the Cube AI Technology or related systems or networks, or otherwise take action inconsistent with Customer's acknowledgement that title to Cube AI Cloud Services and Cube AI Technology, and all Intellectual Property Rights incorporated therein, shall remain the sole and exclusive property of Cube AI; (viii) copy, distribute, modify, adapt, hack, disassemble, decompile, or decode any Cube AI Services Code except as expressly authorized in writing by Cube AI, including in the Documentation or an Order Form, or use any Cube AI Services Code for any purpose other than Customer's internal business purposes; (ix) access or use the Cube AI Cloud Services or Cube AI Technology for purposes of competitive analysis of the Cube AI Cloud Services or Cube AI Technology, or for the development, provision, or use of a competing software service or product; (x) retain the Cube AI Data for use after the Term; or (y) utilize the Cube AI Cloud Services in order to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third party privacy rights; or (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs or plant malware on Cube AI's computer systems, those systems of Cube AI's third-party service providers or vendors, or otherwise use the Cube AI Cloud Services to attempt to upload and/or distribute malware.

4.3 Customer Input Restrictions

The Cube AI Cloud Services includes the ability for the Customer to upload Customer Inputs. Customer is responsible for all Customer Inputs. Customer represents, warrants and covenants Customer has all rights and licenses necessary to upload the Customer Inputs and to grant the licenses granted hereunder. Customer represents, warrants and covenants that the Customer Inputs:

(a) will not and do not infringe the patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of others;

(b) will not and do not violate the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;

(c) are not and will not become unlawful, tortious, fraudulent, defamatory or harmful to minors, obscene, or pornographic;

(d) will not and do not violate Customer's own privacy policy or collect information from Users in any manner to which such Users have not consented;

(e) will not and do not disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to, proprietary or confidential information of others;

(f) will not and do not contain any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful components intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and

(g) will not and do not include any information that, alone or in combination with other information provided to Cube AI by Customer, can be used to identify an individual natural person, except to the extent such information is inextricable from Blockchain Data or Fraud Data included in Customer Inputs based on the nature of blockchain technology or similar technologies, or is otherwise expressly permitted or requested by Cube AI.

4.4 Customer Representation

Customer represents, warrants, and covenants that it is not, and shall not during the Term be, 1) an organization that is: (a) in a country or is a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) any person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC; 2) any organization that is operated by a person (individual, company, or group of companies) listed in any sanctions-related list of designated persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty's Treasury of the United Kingdom or other relevant sanctions authority; or 3) any organization that uses blockchain analytics to enable or permit any criminal activity, including money laundering, sanctions evasion, or operating on the dark web.

4.5 Third Party Services

One or more Third Party Services may be embodied in, bundled with, or otherwise provided by Cube AI to Customer in connection with the Cube AI Data, the Cube AI Cloud Services or the Cube AI Services Code. Cube AI disclaims any and all responsibility and liability for such Third Party Services and Customer understands and acknowledges that Customer shall be solely responsible for ensuring that Customer's access and use of such Third Party Services conforms with the Third Party Services terms of access and use. To the extent such Third Party Services including open source programs, Customer acknowledges that such open source programs are distributed under the terms of the open source license applicable to each such program, and only such license, with no additional license conditions. Where required by the applicable license, the source code for each open source program distributed by Cube AI can be accessed by Customer via Cube AI's website. Any rights associated with any open source program apply to that program only and not to any other programs owned by Cube AI or its licensors even if distributed together with the open source program.

5. FEES AND PAYMENT

5.1 Fees; Payment Terms

Customers must pay the fees as detailed in each Order Form. These fees must be paid in accordance with the payment schedule set forth in the Order Form, as applicable, and are payable in U.S. dollars. All fees are non-refundable and exclusive of all sales, use, value-added, and other taxes. All invoices issued by Cube AI shall be payable within thirty (30) days from the invoice date. Late payments are subject to an interest charge of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less.

5.2 Taxes

Customer will make all payments to Cube AI free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Cube AI, other than taxes on Cube AI's income, will be Customer's sole responsibility, and if requested by Cube AI, Customer will provide Cube AI with official receipts issued by the appropriate taxing authority, or such other evidence as Cube AI may reasonably request, to establish that such taxes have been paid.

6. CONFIDENTIALITY

6.1 Confidential Information

Each party (the “Disclosing Party”) may from time to time during the Term disclose to or learn from the other party (the “Receiving Party”) certain information regarding the Disclosing Party's business, including without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information whether disclosed orally, in writing or visually, that is either marked or designated as confidential or is identified in writing as confidential at the time of disclosure or which the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”). For the avoidance of doubt, the Cube AI Cloud Services, Cube AI Services Code, and the Cube AI Technology constitutes Confidential Information of Cube AI and Customer Inputs constitute the Confidential Information of Customer.

6.2 Protection of Confidential Information

The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees and contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will (a) protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care; and (b) promptly advise the Disclosing Party upon becoming aware of any loss, disclosure, or duplication of the Confidential Information or of any breach of this Agreement, including, without limitation, the misappropriation of the Confidential Information. Both parties acknowledge and agree that the Disclosing Party may be irreparably harmed by any violation of this Section 6 (Confidentiality) and that the use of the Confidential Information for any purpose other than that stated herein may, among other things, enable the Receiving Party or other third parties receiving such Confidential Information to compete unfairly with the Disclosing Party. Therefore, in the event of a breach or threatened breach, the Disclosing Party shall be entitled, in addition to all other rights and remedies available at law or in equity, to seek (i) an injunction restraining such breach; or (ii) a decree for specific performance of the applicable provision of this Agreement. Notwithstanding the termination or expiration of this Agreement, the obligations of the Receiving Party, with respect to the Confidential Information of Disclosing Party, shall be in full force and effect as follows: (A) in the case of any information or materials that constitute a trade secret within the meaning of applicable law, for as long as such information and materials remain as a trade secret, or (B) in the case of any other information or materials, during the Term and for five (5) years following the termination or expiration of this Agreement.

6.3 Exceptions

The Receiving Party's obligations under this subsection will not apply to any portion of the Disclosing Party's Confidential Information if the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party, as permitted by applicable law, rules and regulations, notifies the Disclosing Party of such required disclosure in writing promptly, and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

6.4 Destruction of Confidential Information

The Receiving Party will destroy or permanently erase, as appropriate, all physical and electronic copies of Confidential Information of the Disclosing Party in the Receiving Party's possession or control promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first; provided that any electronic copies stored in connection with the Receiving Party's back-up and recovery operations conducted in the ordinary course of business may be retained and will continue to be subject to the terms herein. At the Disclosing Party's request, the Receiving Party will certify in writing that it has fully complied with its obligations under this subsection.

6.5 Confidentiality of Agreement

Neither party will disclose any terms of any Order Form, or any amendment, modification or waiver to this Agreement, to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law; (b) pursuant to a mutually agreeable press release; (c) in connection with a proposed merger, financing, or sale of such party's business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement, or is otherwise subject to confidentiality obligations, in each case no less strict than those set forth in this Agreement); or (d) as provided in Subsection 3.6.

6.6 No Protected Health Information

Customer shall not provide, transmit, disclose, or otherwise make available to Cube AI any “Protected Health Information” as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Customer agrees that Cube AI is not a “Business Associate” or “Subcontractor” under HIPAA, and Customer shall not use the Cube AI Cloud Services in any manner that would require Cube AI or the Cube AI Cloud Services to comply with HIPAA, the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, their enabling regulations, or similar state laws or regulations. If Customer transmits or otherwise makes any Protected Health Information available to Cube AI through the Cube AI Cloud Services, Customer will reimburse Cube AI for any costs that Cube AI incurs to extract, delete, remove, and otherwise remediate such information from the Cube AI Cloud Services. As used in this paragraph, the terms “Business Associate,” “Protected Health Information,” and “Subcontractor” shall have the meanings ascribed to them under HIPAA, the HITECH Act, and their enabling regulations.

7. DATA PROTECTION AND AI PROCESSING

7.1 Roles

To the extent that Blockchain Data or Fraud Data included in Customer Inputs or Cube AI Data includes or constitutes “Personal Data” under applicable privacy or data protection laws, including without limitation and as applicable Regulation (EU) 2016/679 of The European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”), the parties agree that Customer and Cube AI are independent data controllers and they separately (and not jointly) determine the purposes and means of processing of such Personal Data. Nothing in this Agreement shall be construed to create a situation of joint controllership under Article 26 GDPR. The Parties do not process Personal Data on behalf of one another and do not act as processors or sub-processors.

7.2 Processing of Personal Data by Cube AI

Cube AI shall comply with all applicable privacy and data protection laws (including GDPR, if applicable) with respect to personal data processing and its provision of the Cube AI Data to the Customer. Processing of Customer's (and (or) its employees or other representatives') personal data by Cube AI is conducted in accordance with the Privacy Policy available at Cube AI website (which may from time to time be changed).

7.3 Customer's Data Protection Obligations

Customer shall:

(a) comply with all applicable privacy and data protection laws (including GDPR, if applicable) with respect to its provision of Customer Inputs to Cube AI for the purposes contemplated by this Agreement and its use of the Cube AI Cloud Services and the Cube AI Data;

(b) provide information to all natural persons (employees, representatives etc.) that are involved in the performance of the Agreement about the processing of personal data by Cube AI and ensure that these persons are duly acquainted with Cube AI Privacy Policy;

(c) establish and maintain a lawful basis under applicable data protection laws for all Personal Data included in Customer Inputs, and maintain records demonstrating such lawful basis;

(d) provide all required privacy notices to data subjects whose Personal Data is included in Customer Inputs, including disclosure of the sharing of such data with Cube AI for fraud prevention and security purposes;

(e) obtain all necessary consents, authorisations, and permissions required under applicable law before providing Personal Data to Cube AI as part of Customer Inputs;

(f) indemnify and hold harmless Cube AI from any Claims arising from Customer's failure to establish a lawful basis for processing or provide required notices under this Section 7.3.

7.4 Cooperation

The Parties shall (i) cooperate with each other and provide each other assistance as much as possible so as to enable the other Party to adhere to the obligations arising from legislative acts regulating personal data processing; (ii) ensure data subjects' rights, including, but not limited to, provision of replies to inquiries, requests or complaints by the data subject; (iii) notify each other in writing of any personal data breach related to the personal data transferred by the other Party, indicating the nature, extent, measures taken or recommended to take in order to mitigate the adverse effects.

7.5 Data Transfers

The Parties agree that any transfer of Personal Data between them that constitutes a restricted transfer under the GDPR shall be governed by the European Commission's Standard Contractual Clauses for controller–to–controller transfers (Module One), which the Parties agree to conclude and incorporate by reference into this Agreement.

7.6 Amendments

In the event either Party is required to amend this Agreement to comply with applicable privacy or data protection laws or sign an additional agreement, the parties will negotiate in good faith and promptly enter into such amendment(s) or agreement(s) as may be reasonably necessary.

7.7 Artificial Intelligence and Automated Processing

Customer acknowledges that the Cube AI Cloud Services utilise artificial intelligence, machine learning algorithms, and automated decision-making processes to generate risk scores, fraud detection outputs, and security insights. Customer agrees that:

(a) Cube AI may process Customer Inputs through AI systems to improve, train, and enhance its AI models and algorithms;

(b) Customer is solely responsible for ensuring that any use of AI-generated outputs from the Cube AI Cloud Services complies with applicable laws, including but not limited to Article 22 GDPR where automated decision-making produces legal or similarly significant effects;

(c) Customer shall implement appropriate human oversight and intervention procedures when using Cube AI Data for decisions that may have legal or significant effects on natural persons;

(d) Cube AI makes no warranties regarding the accuracy, completeness, or reliability of AI-generated outputs, and Customer uses such outputs at its own risk and discretion.

7.8 Blockchain and Publicly Available Data

The Parties acknowledge that Blockchain Data and Fraud Data may contain Personal Data that is publicly available or inextricably linked to blockchain technology. Customer acknowledges and agrees that:

(a) Cube AI processes Blockchain Data and publicly available information as an independent data controller for fraud prevention, security, and risk assessment purposes, which constitutes a legitimate interest under applicable data protection laws;

(b) The nature of blockchain technology may make it impossible to erase or modify certain Personal Data, and the Parties' ability to fulfil data subject erasure requests may be technically limited;

(c) Customer is responsible for assessing and documenting the lawfulness of providing Blockchain Data containing Personal Data to Cube AI and for responding to any data subject complaints or requests related to such processing.

8. DATA RETENTION

Transactions processed through the Cube AI Cloud Services are categorized into Unsafe, Warning, and Safe transactions. Unsafe and Warning transactions may be retained indefinitely to support security measures and investigations. Safe transactions are subject to retention limits based on the user's subscription plan as further detailed in the Order Form, if applicable. Once applicable limits are exceeded, older transactions are automatically deleted on a rolling basis to make room for new ones. Notwithstanding the retention periods set forth above, each Party shall comply with its independent obligations under applicable data protection laws regarding retention, including but not limited to data minimisation principles, storage limitation, and data subject deletion rights. Where either Party receives a data subject request for erasure of Personal Data, that Party shall handle such request in accordance with applicable law in its capacity as independent data controller and shall promptly notify the other Party if such request may affect data processed or held by the other Party.

9. WARRANTIES

THE CUBE AI CLOUD SERVICES AND CUBE AI DATA WILL MATERIALLY CONFORM TO THE DOCUMENTATION. IF CUSTOMER BELIEVES THE CUBE AI CLOUD SERVICES OR THE CUBE AI DATA DOES NOT MATERIALLY CONFORM TO THE DOCUMENTATION, CUSTOMER MUST PROVIDE CUBE AI NOTICE OF SUCH NONCONFORMITY WITHIN THIRTY (30) DAYS OF THE FIRST INSTANCE OF SUCH NONCONFORMITY. CUBE AI WILL HAVE THIRTY (30) DAYS AFTER RECEIVING SUCH NOTICE TO CORRECT SUCH NONCONFORMITY IF CUBE AI, IN ITS SOLE DISCRETION, DETERMINES THAT SUCH NONCONFORMITY EXISTS. IF CUBE AI DETERMINES THAT SUCH NONCONFORMITY EXISTS, BUT IS UNABLE TO CORRECT SUCH NONCONFORMITY WITHIN SUCH THIRTY (30) DAY PERIOD, CUSTOMER'S SOLE REMEDY WILL BE TO TERMINATE THIS AGREEMENT AND CUBE AI WILL PROVIDE A REFUND TO CUSTOMER ON A PRO RATA BASIS OF ANY PREPAID FEES PAID BY CUSTOMER FOR THE REMAINDER OF THE THEN-CURRENT SUBSCRIPTION TERM. THE FOREGOING REPRESENTS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT THE CUBE AI CLOUD SERVICES OR CUBE AI DATA DOES NOT MATERIALLY CONFORM TO THE DOCUMENTATION.

EXCEPT AS PROVIDED IN THE FIRST SENTENCE OF THIS SECTION 9, THE CUBE AI CLOUD SERVICES AND THE CUBE AI DATA ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND CUBE AI HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUBE AI NEITHER WARRANTS THAT THE CUBE AI CLOUD SERVICES WILL BE PROVIDED IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER, NOR DOES CUBE AI MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE CUBE AI CLOUD SERVICES OR THE CUBE AI DATA, OR AS TO THE ACCURACY OR RELIABILITY OF THE CUBE AI DATA OR OF ANY CONTENT CONTAINED IN OR PROVIDED THROUGH THE CUBE AI CLOUD SERVICES. USE OF ANY CUBE AI DATA SHALL BE AT CUSTOMER'S OWN DISCRETION AND RISK AND CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S (OR ANY OTHER USER'S) COMPUTER SYSTEM, MOBILE DEVICE, OR DATA THAT RESULTS FROM THE USE OF THE CUBE AI CLOUD SERVICES OR THE CUBE AI DATA, INCLUDING THROUGH THE DOWNLOAD OF ANY CUBE AI DATA. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CUBE AI, ITS AGENTS OR EMPLOYEES WILL CREATE A WARRANTY. ANY USE OF THE CUBE AI CLOUD SERVICES AND THE CUBE AI DATA IS AT CUSTOMER'S OWN RISK. CUBE AI SHALL NOT BE RESPONSIBLE FOR ENSURING AND DOES NOT REPRESENT OR WARRANT THAT: (I) THE CUBE AI CLOUD SERVICES OR THE CUBE AI DATA WILL MEET CUSTOMER'S REQUIREMENTS; OR (II) ALL DEFICIENCIES IN THE CUBE AI CLOUD SERVICES OR THE CUBE AI DATA CAN BE FOUND OR CORRECTED. CUBE AI WILL NOT BE RESPONSIBLE FOR ANY LOSS OR CORRUPTION OF DATA.

10. INDEMNIFICATION

10.1 Customer Indemnification

Customer will defend Cube AI and its affiliates, officers, directors, employees, agents, service providers, contractors, clients, suppliers, resellers, and licensors, from and against any third-party claim, demand, or lawsuit, as well as associated costs, fees, losses, or other liabilities (including without limitation reasonable attorney fees and expenses) (collectively, “Claims”) arising out of or relating to (a) Customer's material breach of this Agreement, including without limitation Section 3, or any other rules or guidelines provided in writing to Customer by Cube AI, or (b) Customer's gross negligence or its violation of applicable laws, rules, or regulation, including in connection with Customer's usage of the Cube AI Data.

10.2 Cube AI Indemnification

Cube AI will defend Customer from and against any Claims arising out of (i) Cube AI's material breach of this Agreement; (ii) Cube AI's gross negligence or its violation of applicable laws, rules, or regulations related to this Agreement or (iii) Cube AI's infringement of a third party's Intellectual Property Rights.

10.3 Indemnification Procedures

Each party will provide the other with prompt notice of any claim. The failure of a party seeking indemnification (an “Indemnitee”) to provide prompt notice to the indemnifying party (an “Indemnitor”) relieves the Indemnitor of its obligation to defend and indemnify the Indemnitee only to the extent that the failure to provide notice materially harms the Indemnitor's ability to defend the claim. The Indemnitor will have sole control of the defense (including selection of counsel) and settlement of the claim, provided any settlement releases Indemnitee from all liability. The Indemnitee will provide the Indemnitor, at Indemnitor's expense, with all assistance, information, and authority reasonably required for the defense and settlement of the claim. The Indemnitee will preserve and will not waive legal, professional, or any other privilege attaching to any of the records, documents, or other information in relation to such claim without prior notification of consent by the Indemnitor. The Indemnitee has the right to retain counsel, at the Indemnitee's expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that an Indemnitee enters into without the Indemnitor's prior written consent.

11. LIMITATION OF LIABILITY

11.1

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE), EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 OR A BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, WILL EITHER PARTY, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, RESELLERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST, CORRUPTED, OR STOLEN DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR DATA, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

11.2

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 OR A BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT AND THE DATA SHALL IN NO EVENT EXCEED THE CHARGES AND FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 10.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES.

11.3

Each Party acknowledges that some jurisdictions do not allow for the inclusion of implied warranties or limitation of liability for incidental or consequential damages, and as such some of the above limitations may not apply. IN JURISDICTIONS THAT DO NOT RECOGNIZE IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY, EACH PARTY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. TERM AND TERMINATION

12.1 Term

The Agreement shall commence on the date of Customer's agreement to this Agreement and shall continue for the time period set forth in or described in the Order Form (“Initial Term”). The Agreement shall renew automatically for additional one (1) year periods (each a “Renewal Term”) unless a party provides the other party with written notice of its intention not to renew the Agreement at least sixty (60) days prior to the expiration of the then-current Term (“Non-Renewal Notice”). In the event a party provides a Non-Renewal Notice pursuant to this Agreement, the Agreement shall expire on the last day of the then-current Term (“Expiration Date”). The Initial Term, together with each Renewal Term, is herein referred to as the “Term.”

12.2 Termination

This Agreement and any Order Form may be terminated by either party (the “Non-breaching Party”) effective immediately upon written notice containing an explanation of the alleged breach to the other party (the “Breaching Party”), if the Breaching Party breaches any provision of this Agreement, and does not cure the breach within thirty (30) days after receiving written notice thereof from the Non-breaching Party; provided, however, that if such breach is not capable of being cured, this Agreement and any Order Form shall terminate immediately upon the Breaching Party receiving notice of such breach from the Non-breaching Party. Notwithstanding any other provision of this Agreement, Cube AI may terminate this Agreement, and any Order Form, at any time and for any (or no) reason by providing thirty (30) days' written notice to Customer.

12.3 Termination Upon Bankruptcy or Insolvency

Either party may, at its option, terminate this Agreement immediately upon written notice to the other, in the event (a) that the other party becomes insolvent or unable to pay its debts when due; (b) the other party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against the other party, such petition is not removed within ninety (90) days after such filing; (c) the other party discontinues its business; or (d) a receiver is appointed or there is an assignment for the benefit of the other party's creditors.

12.4 Suspension of Services

Cube AI may cancel or suspend all Users' access to the Cube AI Cloud Services or Cube AI Data if: (a) a reasonable threat to the technical security or technical integrity of the Cube AI Cloud Services or Cube AI Data exists; provided that Cube AI promptly recommences performance upon the cessation of the threat; (b) Cube AI believes that Customer has breached any representation, warranty, or covenant in this Agreement; (c) Cube AI believes that Customer is directly or indirectly rendering services to any third party using the Cube AI Data for the purposes of competing with Cube AI; or (d) any amount due under this Agreement (including any then-effective Order Form) is not received by Cube AI within thirty (30) days after it was due.

12.5 Outstanding Fees

Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Cube AI prior to the effective date of termination. In the event of termination by Customer pursuant to Section 12.2 or 12.3, promptly after the effective date of such termination, Cube AI shall refund to Customer on a pro-rata basis any prepaid fees paid by Customer for the remainder of the then current subscription term under the terminated Order Forms. In the event of termination by Cube AI pursuant to Section 12.2, 12.3, or 12.4, all amounts payable by Customer under this Agreement and all Order Forms will become immediately due and payable.

12.6 Rights and Obligations Upon Expiration or Termination

Upon expiration or termination of this Agreement, Customer's and its Users' right to access and use the Cube AI Cloud Services and Cube AI Data will immediately terminate, Customer and its Users will immediately cease all use of the Cube AI Cloud Services and Cube AI Data, and will destroy and make no further use of any Cube AI Confidential Information, materials, Cube AI Data or other Cube AI items (and all copies thereof). Cube AI will destroy and make no further use of any Customer Confidential Information. For the avoidance of doubt, upon the termination or expiration of this Agreement, Customer shall remove and delete any and all Cube AI Services Code from all of its software programs and applications. Without limiting the generality of the foregoing, Customer's right to use the Cube AI Cloud Services under a particular Order Form is based upon the terms and conditions of that Order Form in addition to the terms and conditions of these General Terms. Accordingly, upon the expiration or termination of an Order Form, Customer's right to use the services under that Order Form will also terminate.

12.7 Survival

Sections 1, 3.4, 3.6, and 5 through 13 shall survive any termination or expiration of this Agreement.

13. RESELLER ORDERS

13.1 Reseller Orders

If Customer orders the Cube AI Cloud Services or the Cube AI Data from an authorized non-affiliated third-party reseller (“Reseller”), then this Section 13 (Reseller Orders) will apply and prevail over any conflicting terms in this Agreement.

13.2 Reseller Payments

The fees for the Cube AI Cloud Services or Cube AI Data will be set between Customer and Reseller. Customer will make payments of fees directly to Reseller under its agreement with Reseller (“Reseller Agreement”).

13.3 Reseller as Administrator

At Customer's discretion, Reseller may have access to Customer's account, Access Credentials, and Customer Inputs. As between Cube AI and Customer, Customer is solely responsible for: (a) any access by Reseller to Customer's account, Access Credentials, or Customer Inputs, (b) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to the Cube AI Cloud Services and Cube AI Data.

13.4 Reseller Technical Support

Customer acknowledges and agrees that Reseller will be responsible for providing First-Level Support (as defined below) for the Cube AI Cloud Services. Reseller may disclose Customer Inputs and Customer Confidential Information to Cube AI as reasonably required in order for Reseller to handle any support issues that Customer escalates to or via Reseller. As used herein, the term “First-Level Support” means the identification, diagnosis, and correction of user issues or problems with the Cube AI Cloud Services or Cube AI Data by the provision of the following support services by help-desk technicians, prior to the elevation of such support to any Cube AI personnel: (a) telephone, email, and/or chat assistance; and (b) access to technical information on the Cube AI website for proper use of the Cube AI Cloud Services.

13.5 Disclosure of Confidential Information to Reseller

Cube AI may share Customer Confidential Information and Customer Inputs with Reseller as reasonably necessary to provide and support the Cube AI Cloud Services. Customer hereby authorizes such sharing pursuant to Section 6 (Confidentiality).

14. GENERAL

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, the Agreement shall be subject to the jurisdiction of the state and federal courts in Raleigh, NC, USA. In such an event, Customer consents to the in personam jurisdiction and venue of such courts.

14.2 Export; Anti-Corruption

Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Cube AI Cloud Services and Cube AI Data. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Customer shall not permit its Users to access or use Cube AI Cloud Services in violation of any U.S. export embargo, prohibition or restriction. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Cube AI's employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Cube AI.

14.3 Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

14.4 Waiver; Remedies

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

14.5 Entire Agreement

To the maximum extent permitted by applicable law, this Agreement, together with the schedules, annexes, and documents referenced herein and all Order Forms hereunder, constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. No modification, amendment, or waiver of any provision of this Agreement (or any Order Form) shall be effective unless in writing and signed by both parties. Customer acknowledges and agrees that its agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or in an Order Form or dependent upon any oral or written, public or private comments made by Cube AI with respect to future functionality or features for the Cube AI Cloud Services. In the event of any conflict between the provisions in these General Terms and any Order Form, the terms of such Order Form shall prevail. No terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

14.6 No Assignment

Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or change of control, including without limitation a sale of all or substantially all of its assets, stock or business to which this Agreement relates. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

14.7 Force Majeure

Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. If an event of force majeure prevents Cube AI from providing the Cube AI Cloud Services for thirty (30) days, Customer may cancel this Agreement and receive a refund of pre-paid fees paid for that period of time for which services are not provided.

14.8 Independent Contractors

Cube AI's relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.

14.9 Notices

All notices provided by Cube AI to Customer under this Agreement may be delivered in writing (a) by electronic mail to the electronic mail address provided by Customer on the Order Form; or (b) delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service on the address provided by Customer on the Order Form. All notices provided by Customer to Cube AI under this Agreement may be delivered in writing (a) by electronic mail to legal@cube3.ai; or (b) delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to the service address of:

Cube Security Inc. Attn: Legal Department
3000 El Camino Real Building 4, Suite 200
Palo Alto, California, 94306
United States of America

14.10 Construction

The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (iii) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” (iv) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole, and (v) references to “Sections” or “Subsections” in this Agreement refer to sections and subsections of this Agreement. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.