1. Definitions

“Customer Materials” means all information, data, content and other materials, in any form or medium, that is provided, or otherwise uploaded, by or on behalf of Customer through the Velanir Platform or to Velanir in connection with Customer’s use of the Services, but excluding, for clarity, Service Information and any other Velanir IP.

“Digital Coworker” means a software-based autonomous or semi-autonomous system, process, or module that uses machine learning, large language models, natural language processing, or other forms of artificial intelligence to perform tasks, generate Outputs, make recommendations, or interact with users or systems based on Inputs or prompts, including but not limited to any Digital Coworker that is developed, customized or configured based on Specifications provided by Customer.

“Order Form” means a(n) (a) mutually executed order form, statement of work or other mutually agreed upon ordering document; (b) online registration form made available by Velanir and accepted by Customer; or (c) quote issued by Velanir and accepted by Customer in writing, in each case which references this Agreement and sets forth the applicable Services to be provided by Velanir.

“Professional Services” means professional services, if any, to be provided by Velanir to Customer as set forth in the relevant Order Form.

“Services” means the Velanir Platform and Professional Services, collectively.

“Specifications” means all functional, technical, business, and performance requirements, instructions, documentation, and other materials and information provided by or on behalf of Customer to Velanir for purposes of developing, configuring or customizing a Digital Coworker, including any such requirements or materials included in Customer Materials or an Order Form.

“Velanir IP” means the Services, the Digital Coworkers, the underlying software, algorithms, interfaces, technology, databases, tools, know-how, configurations, integrations, processes and methods learned or used to provide or deliver the Velanir Platform, Digital Coworkers, or any Professional Services, or resulting from provision of the Services (other than Output, as defined below) and Service Information (as defined below), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing.

“Velanir Platform” means Velanir’s proprietary platform that that provides configurable Digital Coworkers, as may be more particularly described in the applicable Order Form.

“Workflow” means any configuration, sequence of instructions, prompts, decision logic, rules, parameters, templates, or other operational directions created, submitted, or applied by or on behalf of Customer or its Authorized Users that direct, configure, or otherwise instruct a Digital Coworker on how to perform, prioritize, sequence, or complete a task or series of tasks.

2. Platform Services

Right to Use. Subject to Customer’s compliance with the terms and conditions of this Agreement, Velanir will make available the Services to Customer in accordance with any applicable Order Form, and hereby grants to Customer a limited, non-exclusive, non-transferable (except pursuant to Section 11) right to access and use the Velanir Platform during the Term, solely for Customer’s internal business purposes, in accordance with the terms of this Agreement.

Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (a) copy, modify or create any derivative work of any portion of the Services; (b) reverse engineer, decompile, decode, disassemble, engage in model extraction or stealing attacks, prompt injection attacks or otherwise attempt to derive or gain improper access to any software components, models, algorithms or systems of the Services, in whole or in part; (c) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (d) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law; (e) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Velanir for use expressly for such purposes; (f) use the Services or any Output in a manner that violates the OpenAI Usage Policies located at https://openai.com/policies/usage-policies or any other such usage policies as applicable; (g) utilize the Services (including any AI models or derivatives thereof) or Output to train, improve or have trained or improved an AI model (e.g., engage in “model scraping” or “model distillation”); or (h) use the Services or any other Velanir Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.

Authorized Users. Customer will not allow any person or entity other than its employees or contractors that it authorizes to use the Velanir Platform on its behalf (“Authorized Users”). Customer may permit Authorized Users to access and use the Velanir Platform in accordance with this Agreement, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Velanir Platform and their compliance with the terms and conditions of this Agreement, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 2.2.

Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. Velanir does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.

Acceptable Use. Customer and Authorized Users will use the Services only in compliance with this Agreement and applicable law.

Customer Elected Integrations. Customer acknowledges and agrees that the operation of certain features of the Velanir Platform may require integration with, or access to, products, platforms, services, or data sources not provided by Velanir that Customer elects to use with the Velanir Platform, including, but not limited to, inventory, email, CRM/ERP, billing, accounting, and payment-related systems (collectively, “Customer Elected Integrations”). Customer is solely responsible for procuring, and facilitating access for Velanir to, all Customer Elected Integrations necessary for the applicable features of the Velanir Platform to function as intended. Customer shall (i) obtain and maintain, at its own expense, and provide to Velanir, all valid accounts, API keys, tokens, certificates, accounts or configurations necessary for Velanir to access Customer Materials available through the Customer Elected Integrations on Customer’s behalf for the purpose of operating and providing the Velanir Platform, including, without limitation, the ability to ability to read, write, create, update and delete such Customer Materials; and (ii) furnish all reasonable cooperation, information and assistance required by Velanir to integrate and test Customer Elected Integrations. Customer represents and warrants that it has obtained, and will maintain throughout the Term, all licenses, authorizations and consents necessary for the foregoing.

3. Fees

Fees. Customer will pay Velanir the fees set forth in the applicable Order Form (“Fees”) in accordance with the payment terms set forth therein and without offset or deduction. Except as otherwise provided in the relevant Order Form or agreed by the Parties, Velanir will issue invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement.

Payments. Payments due to Velanir under this Agreement must be made in U.S. dollars by check, wire transfer of immediately available funds to an account designated by Velanir or such other payment method mutually agreed by the Parties. All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Velanir may suspend Services until all payments are made in full. Customer will reimburse Velanir for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.

Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Velanir hereunder, other than any taxes imposed on Velanir’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Velanir hereunder, Customer will pay an additional amount, so that Velanir receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

4. Ownership and Use

Rights Reserved. Velanir reserves and, as between the Parties will solely own, the Velanir IP and all rights, title and interest in and to the Velanir IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

Customer Materials. As between Customer and Velanir, Customer owns and retains all right, title and interest in and to all Customer Materials. Velanir may, directly or through others, use and modify the Customer Materials to provide, maintain, develop and improve the Services during the Term (as defined below), to verify general updates and improvements to the Services, to enforce any applicable usage policies or acceptable use policies, and to comply with applicable law. Velanir may, directly or through others, collect, derive and use usage data, insights, metadata, and other telemetry data and information based on Customer’s and its Authorized Users’ Customer Materials, Input, Output and use of the Velanir Platform (“Service Information”) in order to provide, develop, improve, maintain and support its products and services.

Additional Input and Output Specific Terms. The Services will generate agentic output which may include responses or suggestions, software, text, content, or other materials generated by a Digital Coworker (each, “Output”) in response to: (a) a customer interaction, request, prompt, chat or ticket; and (b) Customer Materials uploaded to influence the behavior and Output of the Digital Coworker (collectively, “Input”). The Input and Output will be deemed Confidential Information of Customer. As between the Parties, to the extent permitted by applicable law and subject to Section 4.1: (i) Customer owns all Input provided by Customer; and (ii) subject to Customer’s compliance with this Agreement, Velanir assigns to Customer its right, title and interest in and to the Output generated by Customer’s Input. Customer may not use Output to develop AI or machine learning models that compete with Velanir. Velanir may, directly or through others, use and modify Input and Output to provide, maintain, develop and improve the Services during the Term, to verify general updates and improvements to the Services, to enforce any applicable usage policies or acceptable use policies, and to comply with applicable law.

Data Processing Addendum. Each Party shall comply with the Data Processing Addendum available at: [insert link to the DPA], the terms of which are incorporated herein by reference.

Feedback. From time to time Customer or its employees, contractors, or representatives may provide Velanir with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Velanir and its service providers a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Velanir’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

Workflows. Customer hereby grants to Velanir a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, and create derivative works from Workflows for the purpose of (i) providing, maintaining, developing and improving the Services and Velanir’s other products and services, and (ii) training, tuning, or otherwise improving Digital Coworkers, machine learning models, algorithms, and other components of the Velanir Platform. For the avoidance of doubt, (a) nothing in this Section 4.6 grants Velanir any right to use Customer Materials (other than Workflows) except as expressly set forth in Section 4.2 and (b) to the extent that any Input constitutes a Workflow, the provisions of this Section 4.6 shall apply in addition to Section 4.3.

5. Representations and Warranties

Mutual. Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter into this Agreement; and (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.

By Customer. Customer represents and warrants that Velanir’s use of the Customer Materials and Specifications in accordance with this Agreement will not violate any applicable laws or regulations, infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party. Customer further represents and warrants that it has all rights and permissions required to submit Input to the Services.

Customer Models. By using the Velanir Platform to probe, exploit or otherwise interact with a third-party model that Customer owns, controls or licenses (or purports to own, control or license), Customer represents and warrants that (a) it has and will maintain throughout the Term sufficient rights to use the Velanir Platform for such purposes and (b) Customer’s use of the Velanir Platform for such purposes will not violate any rights of any third-party or cause a breach of any agreement or obligations between Customer and any third-party.

6. Support and Service Levels

Service Levels. Velanir will use commercially reasonable efforts to make the Velanir Platform available during the Term twenty-four (24) hours a day, except for excused downtime, which, for purposes of this Agreement, means (a) planned downtime (with reasonable advance notice to Customer) of the Velanir Platform; (b) emergency downtime of the Velanir Platform; and (c) any unavailability of the Velanir Platform caused by circumstances beyond Velanir’s reasonable control. Customer acknowledges and agrees that the service levels are performance targets only and any failure of Velanir to meet any service level will not result in any breach of this Agreement or any payment or liability of Velanir to Customer.

Support. Velanir will provide reasonable technical support to Customer in connection with the Services via a dedicated Slack channel on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Pacific Time, with the exception of U.S. federal holidays (“Support Hours”), subject to the following conditions: (a) prior to initiating any support request, Customer (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support; and (b) Customer will reasonably cooperate with Velanir support staff as needed to resolve the issue.

7. Term; Termination

Term. The initial term of this Agreement begins on the Effective Date and will continue through the end of the Initial Term specified in the relevant Order Form (the “Initial Term”). Except as otherwise set forth in the Order Form, following the Initial Term, this Agreement will renew for additional periods of one (1) year (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party provides notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term.

Termination. Either Party may terminate this Agreement (including any Order Forms), effective on written notice to the other Party, if the other Party materially breaches this Agreement, and, if able to be cured, such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

Effect of Termination. Upon expiration or termination of this Agreement: (a) each Party will make no further use of any Confidential Information belonging to the other Party, and will promptly return to the other Party (or destroy) all Confidential Information of the other Party in its possession or control, except for any archived electronic communications which may be stored confidentially, (b) Customer’s and its Authorized Users’ right to access and use the Services pursuant to this Agreement and any Order Form will immediately terminate; and (c) all Fees owed by Customer to Velanir pursuant to this Agreement and any Order Form will be immediately due. The rights and obligations of Velanir and Customer contained in Sections 4, 5, 7.3, 8, 9, 10 and 11 will survive any expiration or termination of this Agreement and any Order Form(s).

8. Confidentiality

Confidentiality. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services will be deemed Confidential Information of Velanir. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as expressly permitted herein and as necessary to perform its obligations or exercise its rights under this Agreement; provided that Velanir may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Service Information. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (a) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (b) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

Exclusions. Confidential Information will not include any information that: (a) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (b) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (d) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.

9. Professional Services Warranty; Disclaimer; Limitation of Liability

Professional Services. Velanir will perform the Professional Services, if any, in accordance with the terms and conditions set forth in the applicable Order Form. Velanir warrants that Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. As Customer’s sole and exclusive remedy and Velanir’s entire liability for any breach of the foregoing warranty, Velanir will promptly re-perform any Professional Services that fail to meet this limited warranty.

Disclaimer. THE SERVICES AND OTHER BOTERO IP ARE PROVIDED ON AN “AS IS” BASIS, AND BOTERO MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY REGARDING THE BOTERO IP, THE SERVICES, THE OUTPUT OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER.

Limitation of Liability. EXCEPT FOR (I) BREACH OF SECTION 2.2, (II) BREACH OF SECTION 8, (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, (IV) THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 AND (V) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR (A) BREACH OF SECTION 2.2, (B) BREACH OF SECTION 8, (C) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, AND (D) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE AGGREGATE LIABILITY TO THE OTHER EXCEED THE CUMULATIVE FEES ACTUALLY PAID BY CUSTOMER TO BOTERO IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT, LESS ALL AMOUNTS PAID BY SUCH PARTY TO THE OTHER PARTY FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THIS AGREEMENT. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Similarity, Accuracy and Appropriateness of Output. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR BOTERO OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, BOTERO WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, THE OUTPUT OR THEIR USE. CUSTOMER SHALL EVALUATE THE CONTENT, NATURE, TONE AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT.

Digital Coworker Actions. EACH DIGITAL COWORKER ACTION THAT CUSTOMER OR ITS AUTHORIZED USERS AUTHORIZES OR ENABLES (EACH, AN “DIGITAL COWORKER ACTION”) IS AT CUSTOMER’S DIRECTION AND UNDER CUSTOMER’S CONTROL AND DECISIONMAKING AUTHORITY AND, AS BETWEEN BOTERO AND CUSTOMER, CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DIGITAL COWORKER ACTION AS IF CUSTOMER HAD PERFORMED SUCH ACTION. THE ACCURACY AND QUALITY OF, AND RIGHTS TO, ANY OUTPUT AND ANY ASSOCIATED DIGITAL COWORKER ACTION DEPEND ON THE QUALITY AND CONTEXT OF CUSTOMER MATERIALS AND THE INPUTS IN ADDITION TO CUSTOMER’S AND ITS AUTHORIZED USERS’ COMPLIANCE WITH THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTERO IS NOT LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGES RELATING TO THE DIGITAL COWORKER ACTIONS, OUTPUT, OR THEIR USE BY CUSTOMER, AN AUTHORIZED USER OR ANY OTHER PARTY.

10. Indemnification

Indemnification by Velanir. Subject to Section 10.2, Velanir will defend, indemnify and hold harmless Customer against any damages and liabilities (including costs and reasonable attorneys’ fees) awarded against Customer, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a claim, suit or proceeding brought by a third-party (“Claims”) alleging that the Velanir Platform infringes or misappropriates such third party’s intellectual property rights. If Velanir reasonably believes the Velanir Platform (or any component thereof) could infringe any third party’s intellectual property rights, Velanir may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Velanir Platform, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If Velanir determines that neither alternative is commercially practicable, Velanir may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Velanir will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion of the then current Term. The rights and remedies set forth in this Section 10 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of intellectual property rights in connection with the Velanir Platform.

Exclusions. Velanir’s obligations under Section 10.1 will not apply if the underlying Claim arises from or as a result of: (a) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (b) any Customer Materials, Input or Output; (c) Customer’s failure to use any enhancements, modifications, or updates to the Velanir Platform that have been provided by Velanir; (d) modifications to or configuration of the Velanir Platform by anyone other than Velanir; or (e) combinations of the Velanir Platform with software, data or materials not provided by Velanir.

Indemnification by Customer. Customer will defend, indemnify and hold harmless Velanir from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded against Velanir, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Velanir that: (a) the Customer Materials, Specifications, Input or their use by Velanir in accordance with this Agreement infringes, misappropriates or violates a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (b) is based on Customer’s or an Authorized User’s use of the Velanir Platform to the extent such use was not in accordance with this Agreement; (c) is based on the manufacture, sale, distribution or marketing of any Customer’s products or services; or (d) is based on a breach of Section 2.2 or Section 2.6 by Customer.

Cooperation. Each Party’s obligations under this Section 10 are contingent upon: (a) the Party seeking defense and indemnity (the “Indemnified Party”) providing the other Party (the “Indemnifying Party”) with prompt written notice of such Claim (but in any event notice in sufficient time for the Indemnifying Party to respond without prejudice); (b) the Indemnifying Party having the exclusive right to defend or settle such Claim; and (c) the Indemnified Party providing all reasonably necessary cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim. The Indemnified Party may participate in the defense of any Claim at its own expense, subject to the Indemnifying Party’s retention of overall control over the defense and settlement of the Claim.

11. General Terms

Neither Party may assign, transfer or sublicense this Agreement, by operation of law or otherwise, without the other Party’s prior written consent, except to a successor entity in the event of a merger, consolidation or sale of all or substantially all of the assets of such Party, and any attempt by either Party to do so, without such consent, will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Velanir Platform, any Customer Materials, nor any technical data related thereto is: (a) used, exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement, including its schedules, exhibits and any Order Form(s), is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by certified mail, overnight express, or sent by email, with receipt confirmed.