Master Service Agreement

PLEASE READ THIS MASTER SERVICE AGREEMENT (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY LANDFALL LABS INC. (“LANDFALL”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH LANDFALL WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA LANDFALL’ STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY LANDFALL SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF  OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Order Forms; Access to the Service. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Landfall grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Landfall product(s) and/or service(s) specified in such Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Landfall’s applicable official user documentation for such Service (the “Documentation”).
2. Inputs; Outputs. As part of the Services, Customer may provide input to be processed by the Services (“Input”) and receive outputs generated and returned by the Services based on the Input (“Output”). Customer may not use or otherwise exploit any Output in any manner for any purpose in violation of this Agreement, including Section 8 (Restrictions).
3. Implementation. Upon payment of any applicable fees set forth in each Order Form, Landfall agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Landfall provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Landfall otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Landfall at its then-current hourly rates for consultation. 
4. Support; Service Levels. Subject to Customer’s payment of all applicable fees, Landfall will provide support, maintenance, and uptime for each Service in accordance with Landfall’s then-current standard support and availability policies for the Service. 
5. Service Updates. From time to time, Landfall may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Landfall shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Landfall may make improvements and modifications to the Services at any time in its sole discretion; provided that Landfall shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes. 
6. Professional Services. Upon payment of any applicable fees set forth in each Order Form, Landfall agrees to use reasonable commercial efforts to provide professional services for the Service only if and to the extent such professional services is set forth on such Order Form, which may include customization, configuration, implementation, deployment, guided services, consultation, or training services (“Professional Services”). If Landfall provides Professional Services in excess of any agreed-upon hours estimate, or if Landfall otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Landfall at its then-current hourly rates for such services. Except as expressly set forth to the contrary in an Order Form, all works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made by Landfall, solely or in collaboration with others: (a) in the course of performing the Professional Services; or (b) that form all or part of a deliverable provided as part of the Professional Services, whether developed as part of the Professional Services or separately, but excluding Customer Data (as defined in Section 12 herein) (collectively, Inventions), is and will remain the sole property of Landfall.
7. Beta Features. Landfall may, from time to time, offer features or services designated as alpha, beta, preview, early access, or evaluation (collectively, “Beta Features”). Customer’s use of any Beta Feature constitutes Customer’s agreement to be bound by this Section. Beta Features are provided solely for evaluation purposes, are not considered “Services” under this Agreement, and may contain bugs, errors, or defects. Landfall may modify, suspend, or discontinue any Beta Feature at any time without notice or liability. Notwithstanding anything to the contrary in this Agreement: (a) Beta Features are provided “AS IS” and “AS AVAILABLE” without warranty of any kind; (b) all warranties, service levels, indemnification obligations, and support commitments under this Agreement are expressly excluded with respect to Beta Features; (c) Landfall’stotal liability arising out of or relating to any Beta Feature, whether in contract, tort, or otherwise, shall not exceed one hundred U.S. dollars ($100); and (d) Customer shall treat Beta Features as Landfall Confidential Information and shall not publicly disclose the existence, features, or performance of any Beta Feature without Landfall’s prior written consent. 
8. Ownership; Feedback. 
   1. Landfall Intellectual Property. As between the parties, Landfall retains all right, title, and interest in and to the Services, and all software, products, works, artificial intelligence or machine learning models (“AI Technologies”), and other intellectual property and moral rights related thereto or created, used, or provided by Landfall for the purposes of this Agreement, including any copies and derivative works of  the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. 
   2. Feedback. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Landfall with respect to the Service (“Feedback”). Landfall acknowledges and agrees that all Feedback  is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and  hereby does, grant to Landfall a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Landfall’s right to develop, acquire, license, market, promote or distribute  products, software or technologies that perform the same or similar functions as, or otherwise compete  with any products, software or technologies that Customer may develop, produce, market, or distribute.
   3. Aggregated Anonymous Data. Customer acknowledges and agrees that Landfall may freely use, retain  and make available Aggregated De-Identified Data (as defined below) for Landfall’ business purposes  (including without limitation, for purposes of improving, testing, operating, promoting and marketing  Landfall’ products and services). “Aggregated De-Identified Data” means data submitted to, collected  by, or generated by Landfall in connection with Customer’s use of the Service, but only in aggregate, de identified form which can in no way be linked specifically to Customer.
   4. Usage Data. Landfall may collect, retain and use during and after the term of this Agreement, usage data  that is derived from the operation of the Service, including patterns identified through the use of the  Service and data regarding the performance of the Service (“Usage Data”), which such Usage Data will  not contain Customer Data (as defined below). Landfall is free to use Usage Data for any lawful purpose,  including to develop and improve the Services.
9. Fees; Payment. Customer shall pay Landfall fees as set forth in each Order Form (“Fees”). Unless otherwise  specified herein or in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this  Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall  be responsible for all taxes associated with the Service (excluding taxes based on Landfall’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order  Form, then (i) Landfall shall invoice Customer for such additional users or usage at the overage rates set forth on the  Order Form (or if no overage rates are set forth on the Order Form, at Landfall’s then-current standard overage rates  for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order  Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in  accordance with the section entitled “Term; Termination”, below), such renewal shall include the additional fees for such  excess users and usage. Where an Order Form provides for consumption-based usage, usage may be sold as prepaid credit  blocks (“Credits”). Unless otherwise stated on the applicable Order Form: (a) Credits are allocated to Customer’s account  upon Landfall’s receipt of the corresponding payment and are consumed as Customer uses the applicable Services, at  the consumption rates set forth on the Order Form or in the Documentation, provided that Landfall may update  consumption rates set forth in the Documentation upon at least thirty (30) days’ notice, and updated rates shall apply  only to Credits purchased after the update takes effect; (b) purchases of Credits are final, non-refundable, and non cancellable, whether or not the Credits are consumed; (c) Credits expire upon expiration or termination of the applicable  Order Form Term, have no cash value, and may not be transferred, resold, or exchanged; (d) if Customer’s Credits are  depleted, Landfall may suspend or limit the affected consumption-based Services until additional Credits are purchased,  and no such suspension or limitation shall constitute a breach of this Agreement or give rise to any liability of Landfall;  and (e) additional Credits may be purchased at the rates set forth on the applicable Order Form or, if none, at Landfall’s  then-current standard rates.
10. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third  party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source  code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws  specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent,  lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit  of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof;  (vi) use the Service to build an application or product that is competitive with any Landfall product or service; (vii)  interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii)  bypass any measures Landfall may use to prevent or restrict access to the Service (or other accounts, computer systems  or networks connected to the Service), (ix) use the Services to infringe any third-party intellectual property or other  proprietary rights; (x) use the Services or Outputs to develop, train or improve any AI Technologies; (xi) provide Inputs  that (a) contain sexually explicit content or pornography, (b) contain hateful, defamatory, or discriminatory content or  incite hatred against any individual or group, (c) exploit minors, (d) impersonate a celebrity or otherwise violate any rights  to publicity, (e) depict unlawful acts or extreme violence, or (f) promote fraudulent schemes, multi-level marketing (MLM)  schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other  dubious money-making ventures; (xii) represent that any outputs were human-generated; (xiii) use any automated or  programmatic method to extract data or Outputs or to circumvent limits on Outputs, including scraping, web harvesting,  or web data extraction; (xiv) represent, by any act or omission, that any results of the Services or such result’s accuracy,  quality, integrity, legality, reliability, appropriateness has been reviewed or approved by Landfall in any manner, (xv)  introduce into the Service any viruses, malware, or other malicious code; or (xvi) use the Service or any Output as the sole  basis for decisions that produce legal or similarly significant effects concerning any individual (including in the areas of law  enforcement, administration of justice, employment, credit, housing, or healthcare) without meaningful human review  and oversight. Customer is responsible for all of Customer’s activity in connection with the Service, including but not  limited to uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance  with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of  the Service (including those related to data privacy, international communications, export laws and the transmission of  technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual  property, contractual or other proprietary rights.
11. Confidential Information. From time to time during the Order Form Term, either party may disclose or make  available to the other party nonpublic information about its business affairs, products, confidential intellectual property,  trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively,  “Confidential Information”). For the avoidance of doubt, Landfall’ Confidential Information includes without limitation  the Services and any product roadmap information. Confidential Information does not include information that, at the time of disclosure is: (a) generally available to the public; (b) known to the receiving party at the time of disclosure without  restriction; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently  developed by the receiving party without access to or use of the Confidential Information. As the receiving party, each  party will (a) hold Confidential Information in confidence and not disclose it to any person or entity, except to the receiving  party’s employees, consultants, agents or representatives who have a need to know the Confidential Information for the  receiving party to exercise its rights or perform its obligations hereunder and (b) only use Confidential Information to fulfill  its obligations and exercise its rights under this Agreement. Notwithstanding the foregoing, each party may disclose  Confidential Information to the limited extent required (i) in order to comply with the order of a court or other  governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the  disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to  obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings.  On the expiration or termination of the Agreement, the receiving party will promptly return to the disclosing party all  copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or  destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations with regard to Confidential Information are effective as of the Effective Date and will expire five  (5) years from the date such Confidential Information is first disclosed to the receiving party; provided, however, with  respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such  obligations will survive for as long as such Confidential Information remains subject to trade secret protection under  applicable law.
12. Product Deployment; Customer Data. If set forth on an Order Form, the Service will be provisioned on a hosting  environment provided by Customer (the “Customer Environment”). For purposes of this Agreement, “Customer Data”  shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the  course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all  intellectual property rights therein. Customer, not Landfall, shall have sole responsibility for the accuracy, quality,  integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.  Customer represents and warrants that it has all rights necessary to provide the Customer Data to Landfall as  contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights  (including, without limitation, intellectual property rights and rights of privacy). Unless expressly agreed by Landfall in  an Order Form, Customer shall not submit to the Service any protected health information subject to HIPAA, payment  card data subject to PCI-DSS, or other similarly regulated special categories of data. To the extent expressly agreed upon  by the parties in the Order Form and to the extent Landfall processes personal data on Customer’s behalf in connection  with the Services, such processing shall be governed by Landfall’s Data Processing Addendum available at [URL] (the  “DPA”), which is hereby incorporated into and forms part of this Agreement; in the event of any conflict between this  Agreement and the DPA with respect to the processing of personal data, the DPA shall control. Landfall shall use  commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data.  Notwithstanding anything else, if the Service is deployed in a Customer Environment, Customer acknowledges and agrees  that: (a) Customer will provide Landfall with access to the Customer Environment to allow Landfall to install, configure,  support and maintain the Service as provided hereunder, and Landfall shall not be responsible for any issues that arise  from failure to provide such access; (b) Customer is responsible for ensuring that Landfall’s access to the Customer  Environment as permitted hereunder does not conflict with or violate any agreement between Customer and any third  party (including, without limitation, any third party hosting provider with respect to the Customer Environment; (c)  Landfall does not host the Customer Environment into which the Services are deployed or in which Customer Data may  be stored; and (d) Customer is solely responsible for the Customer Environment, including without limitation security,  backup, and disaster recovery with respect thereto. Accordingly, and without limiting the foregoing, Landfall is not  responsible to Customer for any loss, destruction, or alteration of, or unauthorized access to Customer Data or the  unauthorized use of the Service except to the extent due to Landfall’s gross negligence or willful misconduct. Customer  is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer  did not authorize such use. To the extent that the Customer Data includes any personal information, (i) Landfall will  process, retain, use, and disclose such personal information only as necessary to provide the Services hereunder and as  otherwise permitted under this Agreement, which constitutes a business purpose, (ii) Landfall agrees not to sell such  personal data, to retain, use, or disclose such personal data for any commercial purpose other than the foregoing  purposes, or to retain, use, or disclose such personal data outside of the scope of this Agreement. Landfall understands its obligations under applicable data protection laws and will comply with them. Customer agrees and acknowledges that  Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. With respect to  the Customer Environment, Customer further acknowledges and agrees that Customer is responsible for (i) protecting the  security of all Customer credentials used to access the Customer Environment; (ii) securing the Customer Environment  (with such steps to include without limitation the regular rotation of access keys and other industry standard steps to  preclude unauthorized access); (iii) backing up and securing Customer Data under Customer’s control within the Customer  Environment; and (iv) ensuring that Landfall does not have access to Customer Data that is not necessary for Landfall  to perform its obligations hereunder, and Customer expressly assumes the risks associated with the foregoing  responsibilities. Upon any termination or expiration of an applicable Order Form, Customer will permit Landfall to access  the Customer Environment to remove all Landfall property, including but not limited to the Services. Notwithstanding  anything to the contrary, Customer acknowledges and agrees that Landfall may (i) internally use and modify (but not  disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated De Identified Data, and (ii) freely use, retain and make available Aggregated De-Identified Data for Landfall’s business  purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing  Landfall’s products and services). 
13. Vendor Integrations. Customer acknowledges and agrees that (i) the Service may integrate with, connect to, or  otherwise use platforms, products or services operated or provided by third parties (e.g., other vendors of Customer)  (“Vendor Integrations”), including via use of application programming interfaces (“APIs”) provided by such Vendor  Integrations, (ii) the availability and operation of the Service or certain portions thereof may be dependent on Landfall’s  ability to access such Vendor Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of  permissions relating to such Vendor Integrations may result in a suspension or interruption of the Service. Customer  hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and  access any Vendor Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless  Landfall for all claims, damages and liabilities arising out of Customer’s use of any Vendor Integrations in connection  with or through the Service. Customer is solely responsible for procuring any and all rights necessary for it to access Vendor  Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable  terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is  solely between Customer and such third party provider and is governed by such third party’s terms and conditions. Landfall cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular  Vendor Integrations and does not make any representations or warranties with respect to Vendor Integrations.
14. Term; Termination. This Agreement shall commence upon the date of the first Order Form, and, unless earlier  terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless  otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and  unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order  Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive  periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies  the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order  Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this  Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the  breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt  of such notice. Without limiting the foregoing, Landfall may suspend or limit Customer’s access to or use of the Service  if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is  reasonably likely to result in) damage to or material degradation of the Service which interferes with Landfall’s ability to  provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Landfall shall use  reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve  the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Landfall shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and  (c) Landfall shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue  within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive  termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Landfall to Customer,  including any assistance in exporting the Customer Data, shall be billable at Landfall’s standard rates then in effect.
15. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its  affiliates and each of their respective employees, contractors, directors, suppliers and representatives (collectively, the  “Indemnitee”) from all losses, liabilities, and expenses paid or payable to an unaffiliated third party (including reasonable  attorneys’ fees) (“Losses”), that arise from or relate to any claim by such third party that (i) the Customer Data or  Customer’s use of the Service (in the case of Customer as Indemnitor), or (ii) the Service (in the case of Landfall as  Indemnitor), infringes, violates, or misappropriates any intellectual property or proprietary right of such third party;  provided that the Indemnitee provides the Indemnitor with: (x) prompt written notice of any claim (provided that a failure  to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially  prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided  that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information  and assistance in connection with such defense and settlement (at the Indemnitor’s expense). If the Service becomes, or  in Landfall’s reasonable opinion is likely to become, the subject of a claim of infringement, Landfall may, at its sole  option and expense: (1) procure for Customer the right to continue using the Service; (2) replace or modify the Service so  that it becomes non-infringing without material loss of functionality; or (3) if neither of the foregoing options is  commercially practicable, terminate the applicable Order Form and refund to Customer any prepaid fees allocable to the  unused portion of the applicable Order Form Term. The foregoing obligations of Landfall do not apply (A) with respect  to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the  extent (1) not created or provided by Landfall (including without limitation any Customer Data), (2) made in whole or in  part in accordance to Customer specifications, (3) modified after delivery by Landfall, (4) combined with other products,  processes or materials not provided by Landfall (where the alleged Losses arise from or relate to such combination), (B)  where Customer continues allegedly infringing activity after being notified thereof or after being informed of  modifications that would have avoided the alleged infringement, or (C) to the extent Losses arise from Customer’s breach  of this Agreement.
16. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND  ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED  WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY  WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH  ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE  SERVICES OPERATE ON AI TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION, THIRD PARTY ARTIFICIAL INTELLIGENCE POWERED TOOLS (“THIRD PARTY AI TECHNOLOGIES”)) AND LANDFALL DOES NOT TEST, VERIFY, ENDORSE OR  GUARANTEE TO BE ACCURATE, COMPLETE OR CURRENT ANY SUCH SERVICES OR ANY RESULTS OF THE SERVICES.  LANDFALL DOES NOT CONTROL OR INFLUENCE THE TRAINING OR HOSTING OF ANY SUCH THIRD PARTY AI  TECHNOLOGIES. CUSTOMER SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL RESULTS FROM THE SERVICES AS TO  APPROPRIATENESS FOR ANY OR ALL CUSTOMER USE CASES OR APPLICATIONS. RESULTS FROM THE SERVICES MAY NOT  BE USED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR INFORMATION. DUE TO THE NATURE OF ARTIFICIAL  INTELLIGENCE, IT IS POSSIBLE THAT RESULTS OF THE SERVICES GENERATED THROUGH CUSTOMER’S USE OF ANY  ARTIFICIAL INTELLIGENCE-POWERED COMPONENTS OF THE SERVICES MAY BE SIMILAR TO RESULTS GENERATED  THROUGH ANOTHER USER’S USE OF THE SERVICES, OR THAT THE SAME END USER DATA MAY RESULT IN DIFFERENT  RESULTS FROM ONE USE TO THE NEXT.
17. Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH  OF THE SECTION ENTITLED “RESTRICTIONS”, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES,  AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY,  NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT  (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL,  INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR  SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE  OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE)  BY CUSTOMER TO LANDFALL HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM  HEREUNDER.
18. Miscellaneous. This Agreement (including all Order Forms) represents the entire agreement between Customer  and Landfall with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications  and proposals (whether oral, written or electronic) between Customer and Landfall with respect thereto. In the event  of any conflict between these Terms and an Order Form, the Order Form shall control. The Agreement shall be governed  by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally  delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if  transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set  forth in the applicable Order Form by giving notice in accordance with this section. Except as otherwise provided herein,  any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment  obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results  from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe  weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet  failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or  authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or  obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and  obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such  party’s business relating to this Agreement, and (ii) Landfall may utilize subcontractors in the performance of its  obligations hereunder. Customer agrees that Landfall may use Customer’s name and logo to refer to Customer as a  customer of Landfall on its website and in marketing materials. No agency, partnership, joint venture, or employment  relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in  any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to  recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.