Terms & Policies

These SaaS Terms (“Terms”) dated [date] (“Effective Date”) are made between SirionLabs, Inc., with its offices at 1633 W Innovation Way, Suite 04-145, Lehi UT 84043 (“Sirion”) and [customer entity] with its offices at [address] on behalf of itself and any Affiliates (“Customer”).

Sirion may also be referred to as “us” or “our” or “we” and Customer as “you” or “your”. Sirion and Customer may also be referred to individually as a “party” and together as the “parties”.

These Terms together with the addenda and Order Form (and SOW, if applicable), govern the contractual relationship between you and us (“Agreement”).

Capitalized terms are defined in context or in Section 14. (Definitions).

1. THE SERVICES

1.1 Access and Use Rights. Subject to this Agreement, we grant you for the Subscription Term a limited, personal, non-exclusive, non-transferable right for Authorized Users to access the features and functions of the Subscription Services solely for your internal business operations. This access grant may not be shared, assigned or otherwise transferred, whether in whole or in part. Your usage rights, including the number of Authorized Users allowed, are subject to the user or other limits specified in the Order Form.

1.2 Authorized Users. We will assign one user ID for each Authorized User (“User ID”) and you undertake that: (a) the maximum number of Authorized Users that you will authorize to access and use the Subscription Services will not exceed the number of Authorized User subscriptions you have purchased; and (b) you will not allow any User ID to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Subscription Services under the same User ID. You shall make all Authorized Users aware of the provisions of the Agreement that are applicable to their use of the Subscription Services and shall ensure that they comply with those provisions. You are responsible for all acts and omissions in breach of the Agreement by Authorized Users or any other person using a User ID.

1.3 Verification of Your Usage Levels. We have the right to audit your use of the Subscription Services to verify that your use does not exceed the number of Authorized User subscriptions purchased by you. If any such audit reveals that you have used more Authorized User subscriptions than you have purchased, including by allowing multiple individuals to use the same User ID, then without prejudice to our other rights, we will be entitled to invoice you for, and you will be required to pay, any additional Fees due for such excess use.

1.4 Sirion Use Policy. You agree that Authorized Users will not, and will not permit or facilitate others to:

a) use the Subscription Services in any manner that is unlawful or contrary to the Agreement;

b) use the Subscription Services in excess of agreed usage limits or in a manner that circumvents usage limits or technological access control measures;

c) resell the Subscription Services to any third party or use the Subscription Services for the business of a third party or to process data from a third party’s business or otherwise use the Subscription Services as part of an application service to any third party;

d) access or use the Subscription Services to create or help create products or services that compete with the Subscription Services;

e) decompile, reverse engineer (except as expressly permitted by applicable law for interoperability) or use any other method in an attempt to view or recreate any of the source code of the Subscription Services or extract any trade secrets from the Subscription Services;

f) copy, modify, or create derivative works of Sirion Materials without our prior written approval;

g) knowingly or intentionally re-use, disseminate, copy, or otherwise use the Subscription Services in a way that infringes, misappropriates, or otherwise violates any Intellectual Property Rights, privacy right, or other right of ours or any third party;

h) sell, transfer, permit a lien upon any of the rights granted by the Agreement with respect to the Subscription Services;

i) interfere with the proper working of the Subscription Services;

j) circumvent, disable, or interfere with security-related features of the Subscription Services or features that prevent or restrict use, access to, or copying the Subscription Services or any data, or that enforce limitations on use of the Subscription Services; or

k) impose (as determined by us acting reasonably) a disproportionate burden on Subscription Services infrastructure.

1.5 Professional Services. Professional Services will be performed in accordance with the corresponding SOW.

 1.6 Maintenance and Support. We will provide maintenance and support for the Subscription Services, in accordance with Addendum 1 (Maintenance and Support Services).

1.7 Service Levels. Our provision of the Subscription Services is subject to the Service Levels, available at https://www.sirion.ai/terms-and-policies/service-levels/. The Service Level Credits shall be your sole and exclusive remedy for our failure to meet the Service Levels.

1.8 Hosting Environment and Access Technology. We are responsible for providing the hosting environment for the Subscription Services. You are responsible for obtaining and maintaining, at your own cost, all the equipment and software necessary for Authorized Users to use the Subscription Services. This includes having a stable internet connection with adequate bandwidth.

1.9 AI Module. We may, as part of the Subscription Services, offer functions, features, or tools that are powered by artificial intelligence, machine learning, or similar technologies (collectively, “AI Module”). The following terms govern your use of the AI Module:

a) You are responsible for any content you upload or submit to the AI Module (“Input”) as well as any content generated by the AI Module based on your Input (“Output”).

b) Except to the extent it consists of Customer Data, Input and Output will not be considered Confidential Information.

c) You retain all rights, title, and interest in Input and Output, and we retain all ownership in the AI Module, including but not limited to all coding, algorithms, models, Prompts (other than Prompts developed by you, which are Input), application programming interfaces, plug-ins, processes, features, and functionality.

d) You acknowledge that Output may not be (i) accurate or reliable; (ii) subject to Service Levels; and (iii) unique across all users of the AI Module.

e) You will ensure that your use of the AI Module, Input, and Output complies with this Agreement and with applicable law.

f) In your use of the AI Module, Input, or Output, you acknowledge and agree to comply with terms or policies of any third-party service providers that provide us with technology for the AI Module.

2. DATA PROTECTION

2.1 Data Protection. The parties’ respective data processing roles and responsibilities will be set out in Addendum 2 (Data Processing). Each party shall comply with all applicable Data Protection Laws and shall provide reasonable assistance to facilitate the other party’s compliance as necessary. Our handling and use of personal information (other than Protected Information) is subject to our Privacy Policy, available at https://www.sirion.ai/privacy-policy/, as may be updated from time to time.

2.2 No Protected Information. You acknowledge and agree that we do not need Protected Information to provide the Services and that we shall have no liability related to any Protected Information you may share with us. Accordingly, you shall not and shall ensure your Authorized Users do not, upload, make accessible, or provide to us any Protected Information. We may upon notice suspend all or part of your access to the Subscription Services if we have reason to believe that you have breached the restrictions in this Section 2.2 for such period until (i) we are satisfied that there has not been a breach of this Section 2.2 or (ii) such breach has been remedied.

3. FEES AND PAYMENT

3.1 Fees. The fees for our Services (“Fees”) are set out in the Order Form and SOW, as applicable. You agree to pay the Subscription Fees annually in advance as specified in the Order Form and in accordance with this Section 3. Subject to these Terms, the Fees you pay are non-refundable and non-cancellable. If you buy Professional Services, we will provide them either for a fixed fee or on a time and materials basis. For fixed fee projects, you will pay us according to the payment schedule set out in the SOW. For time and materials projects, you will pay us monthly based on the rates set out in the SOW.

3.2 Payment Terms. Unless the Order Form or SOW states otherwise, you agree to pay all invoiced Fees within thirty (30) days from the date of the invoice (“Due Date”). If you do not pay the invoiced Fees by the Due Date, you agree to pay late charges at the lower of: (i) one-half percent (0.5%) of the outstanding balance per month; and (ii) the maximum rate permitted by applicable law, from the Due Date until the date you pay. You will also be responsible for paying to us all related reasonable expenses and fees, including attorney fees and other legal costs.  

3.3 Taxes. Fees are exclusive of any direct or indirect taxes (“Taxes”). If you are exempt from paying any applicable Taxes, then you shall promptly provide written evidence to us of your tax-exempt status, in which case we will not include such Taxes in your invoices. You shall make all payments to us without deduction of any Taxes, except in instances where withholding taxes apply, in which case the amount payable shall be grossed up as necessary so that after making any required deductions and withholdings, we receive and retain (free from any liability for payment of Taxes) an amount equal to the amount we would have received had no such deductions or withholdings been made.

3.4 Purchase Order. If a purchase order is required by you, then you shall raise it within five (5) days of your execution of the Order Form. You also agree to raise any subsequent purchase orders required by you during the Subscription Term without delay.

4. PROPRIETARY RIGHTS

4.1 Our Intellectual Property. We and our Affiliates (or their respective licensors, as applicable) own all rights, title, interest, and all Intellectual Property Rights in the Sirion Materials and the Subscription Services (and all derivative works of them), including the Sirion name, the Sirion logo, and the names and logos associated with the Services.

 4.2 Your Intellectual Property. You retain all rights, title, and interest in and to the Customer Data. You grant us a royalty-free, fully paid, non-exclusive, non-transferrable (except as set out in Section 13.3 (Assignment and Subcontracting), worldwide, right to use Customer Data solely as necessary for us to provide the Services to you.

 4.3 Service Analytics. We may evaluate your use of the Services which includes reviewing aggregated, anonymized, and non-personally identifiable data to analyze, improve, market, support, and operate the Services.

5. CONFIDENTIALITY AND PUBLICITY

5.1 Confidentiality. Each party shall keep in confidence all Confidential Information belonging to the other. The receiving party shall protect the Confidential Information by using the same degree of care as the receiving party uses to protect its own Confidential Information. Further, the receiving party can only share the Confidential Information with (a) its Affiliates; (b) its professional advisors; or (c) its subcontractors who, in each case, need to know such Confidential Information to the extent reasonably necessary for their use of the Services or their performance under the Agreement.

5.2 Section 5.1 shall not apply to information that is: (a) already in the public domain; (b) is shared with the receiving party by the disclosing party with permission to disclose freely; (c) was already known by the receiving party; (d) obtained from a third party who is not bound by confidentiality obligations; or (e) developed by the receiving party independently without using the Confidential Information.

5.3 If either party receives a demand from a competent authority or court to disclose the other party’s Confidential Information, the receiving party may comply with such demand if it has: (a) satisfied itself that the demand is lawful; (b) where possible, given the disclosing party as much prior notice as possible in order for the disclosing party to object to the demand; and (c) marked the required information as Confidential Information of the disclosing party.

5.4 The receiving party must comply with this Section 5 for a period of three (3) years following the disclosure of Confidential Information to it.

 5.5 Upon request of the disclosing party at any time, the receiving party shall promptly return or destroy any Confidential Information belonging to the disclosing party, except that the receiving party may retain a copy as required for regulatory or legal purposes (but the obligations of confidentiality shall continue to apply).

5.6 The parties acknowledge that a violation of this Section 5 may cause irreparable harm to the disclosing party for which monetary damages may not be an adequate remedy, and injunctive or other interlocutory relief may accordingly be sought by the disclosing party.

5.7 Publicity. You agree that: (a) we may include your name and logo on our customer list and issue a press release announcing your use of the Subscription Services; (b) you will make your representatives available to support reference queries from our prospective customers and partners; and (c) you will provide us reasonable assistance in developing a case study regarding your use of the Subscription Services, which we may release publicly.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each party represents to the other that: (a) it has all necessary rights and authority to enter into the Agreement; (b) it is a properly formed organization in good standing; and (c) its execution and performance of the Agreement will not conflict with or violate any provision of applicable law or any other agreement or order by which it or its assets are bound.

6.2 Subscription Services Limited Warranty. We warrant that during the Subscription Term, the Subscription Services will perform materially in accordance with the Documentation. In the event of a breach of this warranty, our sole obligation and your sole remedy will be as provided in this Section 6.2. To receive any warranty remedy, you must report any claimed breach of this warranty in writing to us promptly, and in any event within ten (10) days after the first date of the non-conformance is identified by or becomes known to you. If we are unable to correct the non-conformance, we shall refund, on a pro-rata basis from the date we received the written notice of the non-conformance, the amounts pre-paid by you that are attributable to the non-conforming portion of the Subscription Services.

6.3 Professional Services Limited Warranty. We warrant that any Professional Services performed by us under the Agreement will be performed diligently and professionally in accordance with prevailing industry standards. In the event of a breach of this warranty, our sole obligation and your sole remedy will be for us to use commercially reasonable efforts to remedy the non-conformance through correction or reperformance of the affected Professional Services without undue delay, at no additional charge to you. To receive any warranty remedy, you must report any claimed breach of this warranty in writing within ten (10) days after you identify or should have reasonably identified the non-conforming activity.  

6.4 DISCLAIMERS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED “AS IS”. WE DISCLAIM ALL OTHER WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL, OR WRITTEN, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE).

7. INDEMNIFICATION

7.1 Indemnification by Us. We agree to indemnify and defend you and your officers, directors, and employees from and against any third-party claim, demand, or action (each, a “Claim”) to the extent the Claim is based on an allegation that your use of the Subscription Services infringes any third party’s Intellectual Property Rights (an “Infringement Claim”).

7.2 Exclusions. We will have no liability or indemnification or defense obligation for an Infringement Claim to the extent it: (a) relates to your use of the Subscription Services with other software, data (including Customer Data), products, processes, or materials that we did not provide, and the infringement would not have occurred but for the combination; (b) arises from or relates to any modification of the Subscription Services that was not approved by us in writing; (c) arises from the use of the Subscription Services by you in an unauthorized manner or in any manner inconsistent with the Documentation; (d) arises from the use of the Subscription Services by you in violation of any applicable law; or (e) arises from your continuing the activity or use that constitutes or contributes to the infringement after notification by us.

7.3 Mitigation of Infringement Claims. If any Subscription Services become, or we believe the Subscription Services are likely to become, the subject of an Infringement Claim, then we shall, in our sole discretion, either: (a) secure the right for you to continue using the Subscription Services; or (b) replace or modify the Subscription Services so that they are no longer infringing; or (c) if, in our sole discretion, neither of the foregoing options are reasonably available to or commercially feasible for us, then we may terminate the affected Subscription Services and our sole and exclusive liability to you shall be to provide a pro-rata refund of the unused portion of any prepaid Fees for the Subscription Services.

7.4 Indemnification by You. You agree to indemnify and defend us and our respective officers, directors, and employees from and against any Claim to the extent the Claim is based on an allegation that (a) any Customer Data and/or any other material provided or made accessible to us infringes, misappropriates, or otherwise violates any Intellectual Property Rights, right of privacy or other right of any person; and (b) breach of your obligations under Section 1.4 (Sirion Use Policy).

7.5 Indemnification Procedures. The party seeking indemnification under this Section 7 (the “Indemnified Party”) shall: (a) provide written notice to the proposed indemnifier (the “Indemnifying Party”) promptly, and in any event within ten (10) days after first becoming aware of the Claim; (b) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defense of the Claim; and (c) give the Indemnifying Party the right to control the defense and settlement of such Claim, except that the Indemnifying Party cannot settle the Claim if it adversely affects the rights or interests of the Indemnified Party without the Indemnified Party’s written approval. Failure by a Party to meet its obligations in relation to the indemnification procedures in this Section 7 shall restrict such party from claiming indemnification under the Agreement. The Indemnified Party may participate in the defense and settlement of the Claim at its own expense, through its own legal counsel, but without any right of control.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability. To the extent permitted by applicable law, the maximum amount that either we or you can be held liable for in relation to the Agreement, whether based on contract, tort (including negligence), or any other legal or equitable theory, will be limited to the Fees you paid us for the Services that are the subject of the claim in the twelve (12) months before the occurrence of the first event giving rise to liability. This limitation applies to all liability arising during the Subscription Term as a total, aggregate cap in respect of this Agreement, and is not based on individual events or claims.

8.2 Exclusion of Certain Types of Damages. To the extent permitted by applicable law, neither we nor you will be liable to the other, or any third party, for: any (a) lost profits, revenues, anticipated savings, or goodwill (and in each case, whether direct or indirect); (b) loss of use of data; or (c) consequential, indirect, punitive, special, or exemplary damages of any type, however caused, and in all cases whether caused by breach of warranty or contract, or arising in tort (including negligence), or any other legal or equitable cause of action, even if the liable party has been advised of such damages in advance or if such damages were foreseeable.

8.3 Exceptions to Limitations and Exclusions of Liability. The limitations and exclusions of liability set out in Section 8.1 shall not apply to (a) your obligation to pay Fees and Taxes; or (b) a party’s liability with respect to breach of confidentiality as set out in Section 5 (Confidentiality and Publicity) and the indemnification obligations as set out in Section 7 (Indemnification).

9. TERM AND TERMINATION; SUSPENSION OF SERVICES

9.1 Term of the Agreement and Termination. The term of the Agreement commences on Subscription Term start date (as set out in the Order Form) and unless earlier terminated in accordance with the Agreement, continues until all Order Forms and any connected SOWs have expired or have been terminated (the “Term”). Either party may terminate the Agreement in its entirety (terminating all Order Forms and connected SOWs then in effect) immediately upon written notice, if the other party: (a) becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation in any jurisdiction that is not dismissed within sixty (60) days of its commencement; or (b) materially breaches the Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach from the other party.

9.2 Suspension of Services. Except with respect to any Fees you have disputed in good faith in a timely manner, if your Fees are more than thirty (30) days past due and not paid within seven (7) days from the receipt of notice of non-payment, we may suspend the Services without any liability to you, and the suspended Services will only be resumed when you pay the full amount of the past due Fees.  If you are in material breach of the Agreement, we may suspend the Services, if the breach is not cured within thirty (30) days after written notice of the breach is received by you, or immediately if the breach poses an imminent risk of harm to us or other customers, in which case written notice shall be given to you as soon as reasonably possible. Any suspension shall be without prejudice to any other rights and remedies available to us (including termination rights). The Subscription Term will remain unchanged notwithstanding any suspension of Services. Timelines applicable to our performance of Professional Services shall be adjusted for any period of inactivity resulting from suspension under this Section 9.2.

9.3 Effect of Early Termination on Fees. If you terminate the Agreement for cause, in part or in whole, any pre-paid Fees for the unused portion of the terminated Services will be refunded to you. If we terminate the Agreement for cause, in part or in whole, all Fees and Taxes then due or that would become due during the remainder of the Term for the terminated Services shall become immediately due and payable to us.

9.4 Other Effects of Expiration or Termination. Effective immediately upon expiration or termination of the Agreement or any Services: (a) our obligation to provide and support the Services will immediately cease; (b) you shall cease use of the Services; and (c) neither party will have continuing rights to use any Confidential Information of the other or to exercise any Intellectual Property Rights of the other, save to the extent required to discharge any and all obligations arising under the Agreement.

9.5 Retrieval of Customer Data. If we receive a written request from you within thirty (30) days of expiration or termination of the Agreement, we will retrieve Customer Data and provide it to you in its then-standard machine-readable format, at no additional cost to you. Customer Data in our systems will in any event be deleted automatically after thirty (30) days of expiration or termination of the Agreement. If we terminate the Agreement due to your failure to pay Fees, we may require payment of all outstanding Fees prior to commencement of any retrieval of Customer Data.

10. DISPUTE RESOLUTION

The parties agree that their respective representatives shall work in good faith to resolve all disputes arising under the Agreement. If the parties cannot settle a dispute within a reasonable timeframe, which should be no more than thirty (30) days after starting the dispute resolution process in this Section 10, they will involve their senior corporate executives. If the parties still cannot resolve the dispute within an additional fifteen (15) days, each party shall have the right to pursue alternative remedies available in accordance with Section 12 (Governing Law). Nothing shall preclude either party from seeking equitable relief at any time if a risk of irreparable harm to that party exists and no appropriate remedy for such harm exists at law. While the parties are trying to resolve a dispute, they shall continue their obligations under the Agreement unless doing so would harm the other party. All the discussions and agreements made during the dispute resolution process will be kept confidential, meaning that they will not be shared publicly or used in court proceedings.

11. FORCE MAJEURE

“Force Majeure Event” refers to unexpected situations or events that are beyond our or your control (excluding any negligent actions or omissions). This includes acts of nature, government actions, floods, fires, earthquakes, epidemics/pandemics, civil unrest, acts of terror, strikes, or other labour problems (except if they involve the party’s own employees or contractors), internet service or telecommunications carrier issues, and denial of service attacks. Excluding payment obligations under the Agreement, if a Force Majeure Event occurs neither you nor we will be held responsible for any delays or failures to perform under the Agreement. The party affected by the Force Majeure Event will promptly inform the other party about it in writing and describe the nature of the event and how long it is expected to last. The party affected should also do its best to limit the impact of the event and keep the other party updated on its progress and when it can start performing its obligations again.

12. GOVERNING LAW

The validity, construction, and interpretation of the Agreement shall be governed by the Governing Law, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA) will apply to the Agreement.

13. GENERAL PROVISIONS

13.1 Export Compliance. The Services may be subject to export laws and regulations. We represent to you, and you represent to us, that neither you (including your Authorized Users), nor we are prevented from conducting business due to any United States laws, executive orders, or other governmental actions, including the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury. This includes individuals or entities named on OFAC’s Specially Designated and Blocked Persons List. You also agree not to permit Authorized Users to access or use any of the Services from or in an embargoed country or in violation of an applicable country’s export laws or regulations.

 13.2 Anti-Corruption. We represent and warrant to you that we, and you represent and warrant to us that you, have not received or been offered any improper or illegal bribe, payment, gift, or other thing of value from an employee or agent of the other party in connection with the Agreement. Neither party shall do anything under the Agreement that would break any laws against corruption or bribery. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the restriction in this Section 13.2 unless prohibited by law.

 13.3 Assignment and Subcontracting. Neither party may assign or otherwise transfer any rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld), except to Affiliates or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of the assigning party’s assets, provided that the assignee agrees to assume and be bound by the Agreement. Notwithstanding anything to the contrary in the Agreement, we may subcontract the provision of Services in whole or in part to our Affiliates or to a third party to perform certain tasks and functions under the Agreement, provided that we remain responsible for the performance of the Affiliate or third party.

 13.4 Relationship of the Parties; Third Party Beneficiaries. We and you are independent entities, and we will provide the Services as an independent contractor. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship and there are no third-party beneficiaries under the Agreement.

 13.5 Survival. Any provision that is necessary for the proper interpretation, administration, or enforcement of the Agreement will survive the expiration or termination of the Agreement for any reason.

 13.6 Waiver. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right or any other right. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any other occasion.

 13.7 Notices. We will deliver notices given under the Agreement to your billing address or billing email address set out in the Order Form. Except as otherwise provided in the Agreement, you shall deliver notices in writing by courier for the attention of our General Counsel at the address set out in this Agreement with an e-mail copy to: [email protected] and [email protected]. All notices sent by courier delivery are deemed to have been received upon the day the courier delivery package is signed for, and if that day is not a business day, upon the next business day.

13.8 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to applicable law, then the parties agree to replace it with an enforceable provision reflecting the intent of the original provision as nearly as possible in accordance with applicable law, and the remaining provisions of the Agreement will remain in full force and effect.

 13.9 Counterparts; Electronic Signatures. The Agreement may be executed and delivered in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument and, notwithstanding their date of execution, shall be deemed to be effective as of the Effective Date. Any documents that are signed and/or delivered electronically and accepted are deemed to be “in writing” to the same extent and with the same effect as if the document had been signed in ink.

 13.10 Entire Agreement. The Agreement is the entire agreement between you and us and supersedes all prior and contemporaneous negotiations, understandings, promises, and agreements whether written or oral. No provision of the Agreement (including any Order Form or SOW) may be amended or otherwise modified or superseded except by a written agreement signed by a duly authorized representative of each party. You agree that any terms or conditions contained in any of your purchase orders or other order documentation generated by you are inapplicable to the Agreement even if we have not specifically rejected such terms and even if the purchase order is issued by you after the effective date of the applicable Order Form or SOW.

 13.11 Interpretation. The Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there will be no presumption or inference against the party drafting the Agreement (or any of its constituent documents) in construing or interpreting any of its provisions. Headings contained in the Agreement are included for convenience of reference only and shall not define or affect the meaning or interpretation of any provision of the Agreement. Terms for which meanings are defined in the Agreement shall apply equally to the singular and plural forms of the terms defined. The word “including” shall mean “including but not limited to” or words of similar effect.

13.12 Order of Precedence. In the event of any conflict or inconsistency between an Order Form or SOW and these Terms, these Terms shall prevail except if the Order Form expressly states otherwise.

14. DEFINITIONS

“Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or is under common control by you or us, where control means ownership, directly or indirectly, of 50% or more of the voting rights or otherwise the ability to direct business decisions.

“Authorized Users” means your designated end users who receive a valid user ID or other access credentials authorizing them to access and use the Subscription Services.

“Confidential Information” means all information disclosed by or on behalf of either party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or proprietary or that should be reasonably understood to be confidential or proprietary given the nature of the information and circumstances of disclosure.

“Customer Data” means all data, information and other content made available by you to us for the purposes of using the Subscription Services.

“Data Protection Laws” means any applicable law that governs the security, privacy, or protection of personal data or personally identifiable information.

“Documentation” means user guides, manuals, operating, and training materials for the Subscription Services, as may be made available to you by us, from time to time.

“Governing Law” means the laws of State of New York, USA and the federal or state courts located in the Borough of Manhattan in the City of New York.

“Intellectual Property Rights” means the legal rights held by the owner of a copyright, patent, trademark, trade secret, or other form of legally protectable proprietary right.

“Order Form” means an order for Subscription Services.

“Professional Services” means the technical, implementation, integration, consulting, and/or other professional services provided to you by us or by a third-party implementation partner under a statement of work (“SOW”).

“Prompt” means a natural language text that requests an AI Module to perform a specific task.

“Protected Information” means an individual’s personal information related to race or ethnicity, political opinions, religious or philosophical beliefs, trade union membership, physical or mental health, sexual life, any actual or alleged criminal offences or penalties, financial, authentication, or any other information that may be deemed to be sensitive and is protected under applicable law.

“Services” means the Subscription Services and any Professional Services provided to you by us.

“Sirion Materials” means all materials, in any form provided to you by us in connection with the Services. Sirion Materials include all creative materials or content, graphical or numerical displays, templates, reports, playbooks, documents, technology, interfaces, processes, maps, data and/or databases, designs, software, software configuration, methods, methodologies, ideas, concepts, know-how, or any other material or Intellectual Property Rights generated by or for us in relation to the Services, whether pre-existing or developed during the term of the Agreement.

“Subscription Fees” means the fees payable by you to us for provision of the Subscription Services during a Subscription Term as set out in the Order Form(s).

“Subscription Services” means the Sirion software-as-a-service specified in the Order Form, access to which is provided to you by us.

“Subscription Term” means the term specified in the Order Form, during which you are permitted to access and use the Subscription Services.