These Terms of Service (including the other documents incorporated by reference herein, these “Terms”) are between General Translation, Inc., a Delaware corporation (“General Translation,” “we,” “our”, or “us,”) and you and are effective as of the date upon which you accept these Terms (“Effective Date”). General Translation and you are each a “Party” and, together, the “Parties.” “Customer” or “you” means in the case of an individual accepting these terms on their own behalf, such individual, or in the case of an individual accepting these terms on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement.

BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE, EXECUTING ANOTHER DOCUMENT THAT REFERENCES THESE TERMS, USING (OR MAKING ANY PAYMENT FOR) ANY SERVICES (DEFINED BELOW) OR OTHERWISE AFFIRMATIVELY INDICATING ACCEPTANCE OF THESE TERMS CUSTOMER AGREES TO THESE TERMS. THE INDIVIDUAL ACCEPTING THESE TERMS REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS. IF SUCH INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, OR CANNOT OR DOES NOT AGREE WITH THESE TERMS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND MAY NOT USE ANY SERVICES.

1. General Translation Platform

1.1. Ordering and Services

You may execute one or more ordering documents or online forms or otherwise make a purchase with us that references or is made under these Terms and that specify the specific Services ordered by you (each, an “Order”). Subject to the terms and conditions of these Terms and the applicable Order, we will (a) provide to you our software-as-a-service AI-powered APIs and dashboard for localization (the “GT Platform”), and (b) any other services specified in these Terms (collectively, (a) and (b) the “Services”).

1.2. Users

Only your employees or contractors acting in such capacity (“Users”), using the mechanisms designated by us (“Login Credentials”), may access and use the GT Platform. Each User must keep its Login Credentials confidential and not share them with anyone else. You are responsible for your Users’ compliance with these Terms and all actions taken through your Login Credentials (excluding misuse of the Login Credentials caused by our breach of these Terms). You will promptly notify us if you become aware of any compromise of any Login Credentials.

1.3. GT Software; Open Source

1.3(a). If we deliver software to you under these Terms that are not GT Open Source Software (as defined below), then during the applicable Order Term and subject to the terms of these Terms, we hereby grant you a non-exclusive and non-sublicensable license to install and use on servers that you own or otherwise control (“Customer Systems”) the software applications provided by us that are used to facilitate access and use of the GT Platform (collectively, “GT Software”; and, together with GT Platform, and other technology provided by or on behalf of us “GT Technology”). You and your Users are responsible for installing all updates, modifications, or bug fixes to the GT Software and GT Open Source Software (as defined below) that we provide or make available.

1.3(b). Use of the GT Platform may require you to use certain open-source software that we have made available pursuant to an open source software license and identified by us (the “GT Open Source Software”). The terms of that license will apply to such software instead of the terms of these Terms.

1.4. Restrictions

You will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the GT Technology to a third party (other than Users as permitted herein); (b) use the GT Technology on behalf of, or to provide any product or service to, third parties; (c) access or use the GT Technology to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public application programming interfaces to the GT Technology, except to the extent expressly permitted by Laws (and then only with prior notice to us); (e) modify or create derivative works of the GT Technology or copy any element of the GT Technology (other than authorized copies of the GT Software); (f) remove or obscure any proprietary notices in the GT Technology; (g) publish benchmarks or performance information about the GT Technology; (h) interfere with the operation of the GT Technology, circumvent any access restrictions, or conduct any security or vulnerability test of the GT Technology; (i) transmit any viruses or other harmful materials to the GT Technology; (j) take any action that risks harm to others or to the security, availability, or integrity of the GT Technology; or (k) access or use the GT Technology in a manner that (i) violates any applicable relevant local, state, federal and international laws, regulations and conventions, including those related to privacy or data transfer, international communications, or export of data (collectively, “Laws”) or (ii) is inconsistent with the limitations set forth in an Order (if any) and the then-current version of our Acceptable Use Policy (posted at generaltranslation.com/legal/acceptable-use) and standard technical documentation for the Services that we make generally available to our customers (“Documentation”).

1.5. Unpaid Access

Notwithstanding anything to the contrary in these Terms, to the extent that you are accessing or using the Service on an unpaid basis, then the following provisions will be of no force or effect: 10.2 and 13.1.

2. Third-Party Platforms

The GT Technology may support integration with third-party platforms or services not provided by us (“Third-Party Platforms”), including Third-Party Platforms which the GT Platform accesses at your direction using your credentials. Access to and use of Third-Party Platforms is subject to your agreement with the relevant provider and not these Terms. We do not control and have no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the GT Technology or how the Third-Party Platforms or their providers collect, access, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) Your Data. By enabling a Third-Party Platform to interact with the GT Technology, you authorize us to access and exchange Your Data with such Third-Party Platform on your behalf and to take actions under your account for Third-Party Platforms. To the extent an integration with a Third-Party Platform requires that we use your access credentials for such Third-Party Platform, you: (a) agree to provide such credentials, (b) represent and warrant that you have all necessary rights to provide such credentials and that such use does not breach any agreement between you and the Third-Party Platform, and (c) authorize us to use such credentials on your behalf in connection with the provision of the GT Technology. You acknowledge and agree that certain Third-Party Platforms may block or prevent the GT Technology from accessing the Third-Party Platform and that we make no representations or warranties with respect to the continued availability of Third-Party Platforms.

3. Data

3.1. Use of Your Data

You hereby grant us a non-exclusive, worldwide, sublicensable right to use, copy, store, transmit, transfer, modify, create derivative works from and otherwise Process data, materials, and information that you (including your Users) input into or otherwise provide or make available to us through the GT Technology or otherwise in connection with the Services (including data transmitted to us by the GT Platform or accessed through a Third-Party Platform) (collectively, “Your Data”) to: (a) provide Services to you; and (b) Process and generate artificial intelligence outputs through the GT Platform (“Outputs”).

3.2. Ownership of Outputs

To the extent that the generation of Outputs by the GT Platform results in the generation of new intellectual property rights, we hereby assign to you title to such intellectual property rights. For clarity, and without limitation, the foregoing assignment does not include any intellectual property rights in or to GT Technology or GT Open Source Software, improvements or derivatives thereof, or intellectual property rights which GT came to own other than as a result of such generation of Outputs.

3.3. Feedback and Usage Data

To the extent you provide us with feedback (including suggestions and comments for enhancements or functionality) regarding the GT Technology, or our products, services, or other technology (collectively, “Feedback”), we have the full and unrestricted right to use and exploit the Feedback or to incorporate Feedback into any products, services, technology, or other materials. We may collect and use data and information regarding you and your Users' access to and use of the Services, including data about feature usage, session activity, performance metrics, error logs, configurations, and interactions with the GT Technology (collectively, "Usage Data"). We have the right to use Usage Data for any lawful business purpose, including to operate, maintain, improve, and enhance the GT Technology and Services, to develop new products and services, to generate aggregated or de-identified analytics and benchmarking data, monitor usage and perform billing, and to fulfill our obligations under these Terms. Usage Data does not include Your Data. We retain all right, title, and interest in and to Usage Data.

3.4. Reservation of Rights

Neither Party grants the other any rights or licenses not expressly set out in these Terms. Without limiting the foregoing, except for the limited licenses granted in these Terms, (a) you retain all of your rights in and to the Your Data and (b) we and our licensors retain all of their rights in and to the GT Technology, GT Open Source Software and Usage Data.

4. Customer Obligations

You will provide and maintain the hardware, software, and other technology and infrastructure that you use to access and use the GT Technology, including Customer Systems and the security and protection of such Customer Systems. You are responsible for Your Data, including its content and accuracy, and will comply with Laws when accessing and using the GT Technology. You represent and warrant that you have sufficient rights to grant the rights and licenses provided herein and that you have made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for us to Process Your Data and exercise the rights granted to it in these Terms without violating or infringing Laws, third-party rights, or terms or policies that apply to the Your Data.

5. Suspension of Service

We may immediately suspend your access to any or all of the GT Technology if: (a) you breach Section 1.4 (Restrictions) or Section 4 (Customer Obligations); (b) any payments required under these Terms are overdue by 30 days or more; (c) changes to Laws or new Laws require that we suspend the GT Technology (or any part thereof) or otherwise may impose additional liability on us; or (d) your actions risk harm to any of our other customers or the security, availability, or integrity of the GT Technology. Where practicable, we will use reasonable efforts to provide you with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, we will restore your access to the GT Technology.

6. Privacy Policy

Please read our Privacy Policy at generaltranslation.com/legal/privacy-policy, which explains how we collect and use data that constitutes “personal data,” “personal information,” “personally identifiable information,” under applicable privacy and data protection law (“Personal Data”).

7. Data Processing Agreement

Our Privacy Policy does not apply to our Processing of Your Data that constitutes Personal Data in our role as a “processor” or “service provider” to you under privacy and data protection law in the provision of the Services (“Customer Personal Data”). We will Process Customer Personal Data in accordance with the Data Processing Agreement posted at generaltranslation.com/legal/data-processing which is incorporated by reference.

8. Security

We have implemented and will maintain an information security program as described at the Trust Center at trust.generaltranslation.com that includes reasonable and appropriate security measures designed to protect Your Data from unauthorized access, destruction, use, modification or disclosure (“Security Measures”). We will also conduct third-party audits of our Security Measures against established industry standards.

9. Fees and Taxes

9.1. Fees

You will pay the fees selected in each Order (“Fees"). All Fees will be paid in U.S. dollars unless otherwise provided in an Order. Fees are invoiced as described in the Order. Orders may specify certain usage limitations and pricing tiers. Any usage or provision of Services in excess of the amounts or tiers specified in any Order will be charged at our then-current rates. Unless otherwise set forth in an Order, we may increase the Fees for any Order Renewal Term by providing written notice at least 30 days in advance of the first date of the applicable Order Renewal Term.

9.2. Payment and Taxes

Except as may be set forth in the applicable subscription plan, you will pay us (a) all Fees in advance of each billing cycle (monthly or annual, as selected by you at sign-up), and (b) all other Fees not due upfront, monthly within 30 days after the end of the month in which the Fees were accrued. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Laws, whichever is less. All Fees are non-refundable except as may be set out in Section 10.2(a) and Section 13.4. You are responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to your purchases hereunder, whether domestic or foreign, other than our income tax (“Taxes”). Fees are exclusive of all Taxes.

10. Warranties and Disclaimers

10.1. Mutual Warranties

Each Party represents, warrants, and covenants to the other Party that: (a) it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation; (b) the execution and delivery of these Terms by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party; (c) these Terms constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms; and (d) the entering into and performance of these Terms by such Party does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound.

10.2. General Translation Warranty

10.2(a). Performance Warranty

We warrant to you that, during the Term the GT Technology will perform as described in the Documentation in all material respects (the “Performance Warranty”). If we breach the Performance Warranty and you, within 30 days of discovering the breach of the Performance Warranty, submits to us a written warranty claim identifying in reasonable detail the nature of the breach, then we will use reasonable efforts to correct the breach and cause the Performance Warranty to be satisfied. If we cannot do so within 30 days after receipt of a warranty claim that satisfies the requirements of the immediately foregoing sentence, (i) we will then refund to you any pre-paid, unused Fees for the terminated portion of the Term and (ii) you may terminate these Terms. This Section sets forth your exclusive remedy and our entire liability for breach of the Performance Warranty. Failure to install any updates will void the Performance Warranty.

10.2(b). Exceptions

Notwithstanding anything to the contrary, the representations and warranties set forth in Section 10.2(a) do not apply to: (i) issues caused by Your Data; (ii) issues caused by Your or Users’ misuse of or unauthorized modifications to the applicable Services or GT Software; (iii) issues in or caused by Third-Party Platforms or other third-party systems (including Customer Systems); (iv) use of the applicable Services or GT Software other than in accordance with the Documentation; (v) failure to obtain or maintain any integration with a Third-Party Platform.

10.3. Disclaimers

10.3(a). General

EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 10.1 AND 10.2(a), THE GT TECHNOLOGY, ANY OUTPUT GENERATED FROM THE GT TECHNOLOGY AND ALL OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT YOU ACCESS TO OR USE OF THE GT TECHNOLOGY, ANY OUTPUT FROM THE GT TECHNOLOGY, OR RESULTS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL REVIEW YOUR DATA (INCLUDING CONFIGURATIONS) FOR ACCURACY OR SUITABILITY. WE ARE NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE OUR CONTROL, INCLUDING THIRD-PARTY PLATFORMS AND CUSTOMER SYSTEMS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

10.3(b). Artificial Intelligence

WITHOUT LIMITING THE DISCLAIMERS SET FORTH IN SECTION 10.3(a), YOU ACKNOWLEDGE AND AGREE THAT: (I) THE GT TECHNOLOGY AND OUTPUT ARE NOT PROFESSIONAL ADVICE, INCLUDING LEGAL, DATA SECURITY, OR OTHERWISE, AND YOU WILL NOT RELY ON THE GT TECHNOLOGY OR OUTPUT AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR A SUBSTITUTE FOR YOUR OWN VERIFICATION OF THE ACTIONS PERFORMED BY GT TECHNOLOGY; (II) THE GT TECHNOLOGY RELIES ON ARTIFICIAL INTELLIGENCE TECHNOLOGY TO OPERATE AND MAY PRODUCE INACCURATE OR ERRONEOUS OUTPUT; (III) YOU ARE RESPONSIBLE FOR INDEPENDENTLY EVALUATING OUTPUT AND ANY OTHER INFORMATION YOU RECEIVE FROM THE GT TECHNOLOGY AND DETERMINING WHAT ACTIONS TO TAKE OR REFRAIN FROM TAKING; AND (IV) YOU ARE SOLELY RESPONSIBLE FOR SETTING ANY PARAMETERS AND GUIDELINES FOR AGENTIC ASPECTS OF THE GT TECHNOLOGY AND FOR ASSURING THAT ANY ACTIONS TAKEN ARE CONSISTENT WITH YOUR INTENT. WE ARE NOT LIABLE FOR YOUR USE OF ANY OUTPUT OR FOR YOUR BUSINESS PRACTICES WITH RESPECT TO ANY OUTPUT (INCLUDING ANY REMEDIATION OR OTHER ACTIONS TAKEN BASED ON REPORTS). GT TECHNOLOGY MAY CONTAIN FUNCTIONALITY PROVIDING FOR HUMAN OVERSIGHT AND CONFIRMATION OF ANY AGENTIC ACTIONS. YOU DISABLE ANY SUCH OVERSIGHT AND CONFIRMATION FUNCTIONALITY AT YOUR OWN RISK.

11. Term and Termination

11.1. Term and Order Term

The term of these Terms starts on the Effective Date and continues until termination in accordance with its terms (“Term”). Unless earlier terminated in accordance with these Terms or the applicable Order, each Order (a) will continue for the initial term specified in such Order (“Initial Order Term”) and (b) will automatically renew for successive terms equal in length to the Initial Order Term (each a “Order Renewal Term”), unless either Party provides written notice of non-renewal to the other Party at least 30 days (or such other period specified in the Order) prior to the end of the Initial Order Term or next Order Renewal Term (as applicable). The Initial Order Term and each Order Renewal Term are, collectively, the “Order Term” of the applicable Order.

11.2. Termination

Either Party may terminate these Terms (including any or all Orders) if the other Party: (a) fails to cure a material breach of these Terms (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days. Without limiting the foregoing, either Party may also terminate these Terms at any time upon written notice to the other Party if no Orders are then in effect. The termination of an Order will not terminate these Terms or any other Order, but the termination of these Terms will immediately terminate all Orders unless otherwise agreed to by the Parties in writing.

11.3. Effect of Termination

Upon expiration or termination of a specific Order or these Terms, your access to and our obligations to provide the applicable terminated Services described will cease and you will promptly pay to us all unpaid Fees or other amounts that have accrued pursuant to any terminated Orders prior to the effective date of its expiration or termination. In addition, upon termination of these Terms, each Party will promptly return or delete Confidential Information of the other Party.

11.4. Survival

These Sections survive expiration or termination of these Terms: 1.4; 1.5; 3; 9; 11.3; 11.4; and 12 through 16. Except where an exclusive remedy is provided in these Terms, exercising a remedy under these Terms, including termination, does not limit other remedies a Party may have.

12. Limitations of Liability

12.1. Consequential Damages Waiver

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

12.2. Liability Cap

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY YOU TO US PURSUANT TO THESE TERMS DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THESE TERMS.

12.3. Excluded Claims

“Excluded Claims” means: (a) your breach of Sections 1.4 or 4; (b) either Party’s breach of Section 14; and (c) amounts payable to third parties under the indemnifying Party’s obligations in Section 13.

12.4. Nature of Claims and Failure of Essential Purpose

The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in these Terms fails of its essential purpose.

13. Indemnification

13.1. Indemnification by General Translation

We will either defend you from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against you alleging that the GT Technology, when used by you in accordance with these Terms, infringes or misappropriates a third party’s patent, copyright, trademark, or trade secret, and we will indemnify and hold you harmless against any expenses, liabilities, damages and costs of any kind (including attorneys’ fees) resulting from any such Claim.

13.2. Indemnification by Customer

You will, at our request, defend us from or settle any Claim brought by a third party against us: (a) alleging facts that, if true, would result in your breach of Section 4 or (b) alleging that Your Data, when used by us in accordance with these Terms, infringe or misappropriate a third party’s intellectual property or proprietary right, and you will indemnify and hold us harmless against any expenses, liabilities, damages and costs of any kind (including attorneys’ fees) resulting from any such Claim.

13.3. Procedures

The indemnifying Party’s obligations in this Section 13 are subject to it receiving: (a) prompt written notice of the Claim (provided that failure to provide such notice promptly will not relieve the indemnifying Party of its obligations unless such failure materially prejudices the indemnifying Party); (b) the exclusive right to control and direct the investigation, defense, and settlement of the Claim, provided the indemnified Party may participate in the defense or settlement of any indemnifiable Claim hereunder at its expense with counsel of its choosing; and (c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle any Claim without the indemnified Party’s prior consent if settlement would require the indemnified Party to take or refrain from taking any action (other than relating to use of the GT Technology, when we are the indemnifying Party).

13.4. Mitigation

In response to an actual or potential Claim relating to infringement, misappropriation, or violation of intellectual property rights, if required by settlement or injunction or as we determine is necessary to avoid material liability, we may at our option: (a) procure rights for your continued use of the applicable GT Technology; (b) replace or modify the allegedly infringing portion of the applicable GT Technology to avoid infringement or misappropriation without reducing such overall functionality of such GT Technology; or (c) terminate these Terms and refund to you any pre-paid, unused Fees for the terminated portion of the Term.

13.5. Exceptions

Our obligations in this Section 13 do not apply: (a) to infringement or misappropriation resulting from your modification of the GT Technology or use of the GT Technology in combination with items not provided by us (including Third-Party Platforms, Customer Systems, or Your Data); (b) to unauthorized access to or use of the GT Technology; or (c) if you settle or makes any admissions about a Claim without our prior consent.

13.6. Exclusive Remedy

THIS SECTION 13 SETS OUT YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES AND THESE TERMS.

14. Confidentiality

14.1. Definition

“Confidential Information” means information disclosed to the receiving Party (“Recipient”) under these Terms that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Our Confidential Information includes the terms and conditions of these Terms and the GT Technology (including any technical or performance information about the GT Technology).

14.2. Obligations

As Recipient, each Party will: (a) not disclose Discloser’s Confidential Information and will implement reasonable measures to prevent its disclosure to third parties except as permitted in these Terms, including Section 3.1; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in these Terms. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where we are the Recipient, we may retain your Confidential Information to the extent required to continue to provide the GT Technology as contemplated by these Terms. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for us, the subcontractors referenced in Section 16.8) (collectively, “Representatives”), provided Recipient remains responsible for their compliance with this Section 14 and such Representatives are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 14.

14.3. Exclusions

These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the Recipient or its Representatives; (b) it rightfully knew or possessed prior to receipt under these Terms; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information.

14.4. Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Discloser may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14, without necessity of posting a bond or proving actual damages.

14.5. Required Disclosures

Nothing in these Terms prohibits Recipient from making disclosures of Confidential Information if required by Laws, subpoena, court order, or stock exchange rule, provided (if permitted by Laws) it notifies Discloser in advance and reasonably cooperates in any effort to obtain confidential treatment.

15. Publicity

Nothing in these Terms grants either Party the right to use the name, brand, or logo of the other Party, and neither Party may publicly announce that the Parties have entered into these Terms, except with the other Party’s prior consent or as required by Laws. However, we may use your (or your parent company’s) name, brand, or logo for the purpose of identifying you as a licensee or customer on our website or in other promotional materials, or as part of a list of our customers in a press release or other public relations materials announcing your use of the GT Technology. We will cease further use at your written request.

16. General Terms

16.1. Assignment

Neither Party may assign these Terms without the prior consent of the other Party, except that either Party may assign these Terms without the other Party’s consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which these Terms relates to the other party involved in such transaction. Any non-permitted assignment is void. These Terms will bind and inure to the benefit of each Party’s permitted successors and assigns.

16.2. Governing Law, Jurisdiction and Venue

These Terms is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to these Terms will be the state and United States federal courts having jurisdiction over San Francisco, California, and both Parties submit to the personal jurisdiction of those courts.

16.3. Notices

Except as set out in these Terms, any notice or consent under these Terms must be in writing and sent to 44 Montgomery Street, San Francisco, CA 94104 in the case of notice to us, or the address that you share during registration in the case of notice to you, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its address with notice to the other Party pursuant to this Section. We may also send operational notices to you by email or through the GT Technology.

16.4. Entire Agreement

These Terms (which include all Orders) are the Parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In these Terms, headings are for convenience only and “including” and similar terms are to be construed without limitation. These Terms may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

16.5. Amendments

Any amendments, modifications, or supplements to these Terms must be in writing and signed by each Party’s authorized representatives or, as appropriate, agreed through electronic means provided by us.

16.6. Waivers and Severability

Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of these Terms is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of these Terms, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.

16.7. Force Majeure

Neither Party is liable for any delay or failure to perform any obligation under these Terms (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, electrical failures, telephone communication system failures, change in Laws, refusal of government license, or natural disaster.

16.8. Subcontractors

We may use subcontractors and permit them to exercise our rights, but we remain responsible for their compliance with these Terms and for our overall performance under these Terms.

16.9. Independent Contractors

The Parties are independent contractors, not agents, partners, or joint venturers.

16.10. Export

You will comply with all relevant U.S. and foreign export and import Laws in using the GT Technology. You: (a) represent and warrant that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agree not to access or use the GT Technology in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the GT Technology any information controlled under the U.S. International Traffic in Arms Regulations.

16.11. Government End-Users

Elements of the GT Technology are commercial computer software. If you or any of your Users is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the GT Technology or any related documentation of any kind, including technical data and manuals, is restricted by the terms of these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The GT Technology was developed fully at private expense. All other use is prohibited.

16.12. Conflicts in Interpretation

Inconsistencies or conflicts between the terms of these Terms will be resolved with respect to such inconsistency or conflict in the following descending order of precedence: (a) the terms contained in the body of these Terms; (b) the terms of an Order (unless the Parties expressly state the provision of these Terms to be amended by the Order, in which case the Order will control with respect to such conflict); and (c) the Documentation.