Terms of Use

1. Definitions

1. 1.1. "Account" means the account created by Customer to access and use the Services through the Strix Platform.
2. 1.2. "Affiliate" means any corporation or entity of either party, which is owned or controlled by or under common control with a party. For purposes of this definition, "control" shall mean the right to exercise directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of the corporation or entity or the power to direct or cause the direction of the management or policies of the corporation or entity.
3. 1.3. "Customer Data" means any and all (i) electronic data and information that is inputted, submitted, uploaded, created on or stored in the Strix Platform by or on behalf of Customer for the Services, (ii) output generated by the Services as a result of the data and information input, submitted or uploaded to the Strix Platform by or on behalf of Customer, and (iii) data or information otherwise provided by Customer to the Strix Platform.
4. 1.4. "Customer System" means Customer's internal website(s), systems, servers and other equipment and software used in the conduct of its business.
5. 1.5. "Documentation" means any user documentation made available to Customer by Strix for use with the Strix Platform, including any documentation available online or otherwise, as may be updated by Strix from time to time.
6. 1.6. "Intellectual Property Rights" means all intellectual property rights or similar proprietary rights, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing, in any jurisdiction in the world.
7. 1.7. "Services" means the services offered by means of the Strix Platform to which Customer has subscribed.
8. 1.8. "Strix Platform" means the Strix web platform designed to perform dynamic application security testing and vulnerability detection across web applications, APIs, code repositories, pull requests, infrastructure, internal systems, and other supported targets that is owned, licensed, or otherwise controlled by Strix, operated and hosted by Strix, and made available on a Software-as-a-Service ("SaaS") basis. As used herein, the term "Strix Platform" shall also include Documentation and all updates, bug fixes, error corrections or other minor enhancements, modifications and improvements to the Strix Platform or any portion or component thereof, made available to Customer by Strix.
9. 1.9. "Subscription" means the subscription plan selected by Customer through the Strix Platform, which governs Customer's access to and use of the Services, including the applicable features, usage limits, and fees.
10. 1.10. "Subscription Term" means the term of the Subscription during which Customer may access the Strix Platform and use the Services.

2. Strix Platform

2.1 Subscription

Subject to the terms and conditions of this Agreement, Customer may subscribe to Services and use the Strix Platform by creating an Account and selecting a Subscription through the Strix Platform. The features, usage limits, and fees applicable to Customer's subscription shall be as set forth on the Strix Platform at the time of subscription.

2.2 Account Registration

To access and use the Services, Customer must create an Account by providing accurate and complete registration information, including a valid email address. Customer is responsible for maintaining the accuracy of its Account information and for all activity that occurs under its Account. Customer must be at least 18 years of age and have the legal capacity to enter into this Agreement.

2.3 Access and Use

Subject to the terms and conditions of this Agreement, Strix hereby grants to Customer during the Term a limited, non-exclusive, non-transferable right and license, without the right to sublicense, to access and use the Services via the Strix Platform in accordance with the Documentation, solely for Customer's internal business purposes and not for the benefit of any other person or entity. Customer agrees that its subscription is neither contingent on the delivery of any future functionality or features of the Strix Platform nor dependent on any oral or written public comments made by Strix regarding future functionality or features. For the avoidance of doubt, Customer will not have the right to access or use the Strix Platform except for the access and use of Services through the Strix Platform as provided in this Section 2.3.

2.4 Restrictions

Customer shall not, directly or indirectly, and Customer shall not permit any third party, to (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Services or the Strix Platform; (ii) modify, translate, or create derivative works based on any element of the Services or the Strix Platform or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services or Strix Platform; (iv) use the Services or Strix Platform for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer; (v) remove any proprietary notices from the Documentation; (vi) publish or disclose to third parties any evaluation of the Services or Strix Platform without Strix' prior written consent; (vii) use the Services or Strix Platform for any purpose other than its intended purpose; (viii) interfere with or disrupt the integrity or performance of the Services or Strix Platform; or (ix) attempt to gain unauthorized access to the Services or Strix Platform.

2.5 Suspension

Strix may immediately suspend or terminate Customer's access to the Services if Customer (i) engages in conduct that Strix reasonably believes violates applicable law or the rights of third parties, (ii) uses the Services or Strix Platform in a manner that could damage, disable, or impair the Services or Strix Platform, or (iii) fails to pay any amounts due under this Agreement.

2.6 Hardware and Software

Customer is responsible for (i) obtaining, deploying and maintaining the Customer System, and all computer hardware, software, modems, routers and other communications equipment necessary for Customer to access and use the Services and Strix Platform; (ii) contracting with a third party internet service provider, telecommunications and other service providers to access and use the Services and Strix Platform; and (iii) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in this Agreement, Strix shall not be responsible for supplying any hardware, software or other equipment to Customer under this Agreement.

3. Passwords; Security

3.1 Passwords

Customer is responsible for maintaining the confidentiality of its user login and password. Customer is solely responsible for any and all access and use of the Services or Strix Platform that occurs under Customer's Account. Customer agrees to immediately notify Strix of any unauthorized use of Customer's Account and/or login and password, or any other breach or attempted breach of security known to Customer. Strix shall have no liability for any loss or damage arising from Customer's failure to comply with the terms set forth in this Section.

3.2 Security

Strix shall take and maintain commercially reasonable technical, administrative and organizational measures, intended to ensure a level of confidentiality and security appropriate to prevent unauthorized or unlawful processing of Customer Data and to protect against unauthorized access to any Customer Data stored by Strix on the Strix Platform in connection with the operation of the Strix Platform. Strix will exercise reasonable efforts to deploy corrections within the Strix Platform for security breaches made known to Strix. Customer shall not circumvent or otherwise interfere with any user authentication or security of the Strix Platform.

3.3 No Guaranty of Security

Customer acknowledges that, notwithstanding the security precautions deployed by Strix, the use of, or connection to, the internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Strix Platform and Customer Data. Strix cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the internet or otherwise or that any such security precautions will be adequate or sufficient.

4. Fees and Payment

4.1 Fees

Customer shall pay to Strix the fees associated with Customer's selected Subscription as displayed on the Strix Platform at the time of subscription or renewal (the "Fees"). Strix reserves the right to change the Fees at any time upon notice to Customer, which notice may be provided through the Strix Platform or by email. Any changes to Fees will be effective upon Customer's next Subscription renewal.

4.2 Payment Terms

Customer shall provide Strix with a valid credit card or other payment method accepted by Strix. Customer authorizes Strix to charge Customer's payment method for all Fees due under this Agreement, including any applicable taxes. Fees are charged in advance on a monthly or annual basis, depending on the Subscription selected. All Fees are non-refundable except as expressly set forth in this Agreement. If Strix is unable to charge Customer's payment method for any reason, Strix may suspend or terminate Customer's access to the Services and Strix Platform. Past due amounts will be subject to an interest charge equal to the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction.

4.3 Taxes

Customer shall pay all applicable sales (unless an exemption certificate is furnished by Customer to Strix), use and value-added taxes (but not taxes imposed on Strix' net income) with respect to this Agreement or furnish Strix with evidence acceptable to the taxing authority to sustain an exemption therefrom. All payments under this Agreement shall be made free and clear of (and without deduction for or grossed up for, as applicable) any withholding or other taxes levied by any country or jurisdiction on payments to be made pursuant to this Agreement that applicable law requires Customer to withhold.

4.4 Payment Disputes

If Customer wishes to dispute any Fees under this Agreement, such dispute must be submitted to Strix in writing within thirty (30) days after the date that the invoice for such Fees is received by Customer. Customer waives all disputes not brought within the thirty (30) day period, and all such Fees will be final and not subject to challenge.

5. Term and Termination

5.1 Term

This Agreement is effective as of the date Customer first accepts this Agreement or accesses the Services (the "Effective Date") and continues until terminated in accordance with this Section 5 (the "Term").

5.2 Subscription Term

Customer's Subscription to the Services shall be for the Subscription Term selected by Customer at the time of subscription and shall automatically renew for successive periods of the same duration unless Customer cancels the subscription prior to the end of the then-current Subscription Term through the Account settings on the Strix Platform or by providing written notice to Strix.

5.3 Free Trials and Promotional Offers

Strix may offer free trials or promotional subscriptions from time to time. Upon expiration of any free trial or promotional period, Customer's Subscription will automatically convert to a paid Subscription at the then-current pricing unless Customer cancels prior to the end of the free trial or promotional period. Free trials are limited to new customers and may be subject to additional terms.

5.4 Cancellation

Customer may cancel its Subscription at any time through the Account settings on the Strix Platform. Cancellation will be effective at the end of the then-current Subscription Term. Customer will continue to have access to the Services until the end of the paid Subscription Term. No refunds or credits will be provided for partial Subscription Terms.

5.5 Termination for Cause

Either party may terminate this Agreement upon written notice to the other party in the event the other party (i) becomes insolvent or bankrupt or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business; or (ii) commits a material breach of any provision of this Agreement and does not remedy such breach within thirty (30) days after receipt of notice from the non-defaulting party.

5.6 Effects of Termination

Upon expiration or termination of this Agreement or Customer's Subscription, (i) Customer's access to the Services and Strix Platform shall cease; (ii) all undisputed Fees and other amounts owed under this Agreement shall be immediately due and payable by Customer; and (iii) each Receiving Party shall, at the Disclosing Party's option, return or destroy all items of Confidential Information then in the Receiving Party's possession or control, including any copies, extracts or portions thereof. Following termination, Strix shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

5.7 Survival

This Section 5.7 (Survival) and Sections 1 (Definitions), 2.4 (Restrictions), 4 (Fees and Payment), 5.6 (Effects of Termination), 6.4 (Disclaimer), 7 (Indemnification), 8 (Confidentiality), 9 (Data), 10 (Proprietary Rights), 11 (Limitation of Liability), and 12 (Miscellaneous), as well as any accrued obligations, shall survive any termination or expiration of this Agreement.

6. Representations and Warranties

6.1 Strix Limited Warranty

a. Strix Platform Warranty. Strix warrants to Customer that, during the Term, the Services shall, under normal use and service, substantially conform to, and perform in all material respects, the functions described in the applicable Documentation. If any such Services fail to comply with the foregoing warranty, Customer shall provide written notice to Strix during the Term, and such notice will describe in reasonable detail the nature of the non-conformity. In such event, Strix shall use reasonable efforts to repair or rectify such non-conformity. If Strix is unable to repair or rectify such non-conformity, then Strix may terminate this Agreement (including, without limitation, the licenses granted in this Agreement) with respect to the non-conforming Services and, in such event, Strix will refund to Customer any portion of Fees paid to Strix by Customer for use of the Services or Strix Platform following the date of such termination. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES AND STRIX' SOLE OBLIGATIONS FOR ANY BREACH OF THE WARRANTY SET FORTH IN THIS SECTION.

b. Exclusions. The warranty set forth in this Section 6.1 (Strix Limited Warranty) does not cover defects or non-conformities arising from (i) misuse of the Services or the Strix Platform or the Documentation by Customer, (ii) any modifications to the Services or the Strix Platform made by Customer that is not previously approved by Strix, (iii) any use of the Services or Strix Platform by Customer beyond the scope of the express rights and licenses granted in this Agreement, (iv) any use of the Strix Platform by Customer in combination with other software, hardware or data, or (v) Strix' compliance with Customer's request for changes to the Strix Platform or with Customer's designs, specifications or instructions.

6.2 Customer Warranties

a. Customer Data Warranty. Customer represents and warrants to Strix that Customer has the right, including in respect of all relevant Intellectual Property Rights and applicable data privacy and other laws, to provide Strix access to and use of the Customer Data, as necessary for Strix to perform its obligations under this Agreement and provide the Services and Strix Platform to Customer.

b. Other Customer Representations and Warranties. Customer represents, warrants and covenants to Strix that: (i) Customer has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents or approvals not yet obtained; (ii) Customer's execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by Customer to any third party and (iii) Customer will only use the Services and Strix Platform to test systems that Customer owns or has obtained all necessary authorizations to test. Customer is solely responsible for obtaining any required permissions or consents from third parties prior to conducting any testing activities.

6.3 Compliance with Laws

Each party represents and warrants to the other party that it will ensure that the collection and use of data and information via the Services complies with all applicable laws, rules and regulations and this Agreement.

6.4 Disclaimer

THE WARRANTIES SET FORTH IN THIS SECTION 6 ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, AND, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 6, THE STRIX PLATFORM AND SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER'S USE OF THE STRIX PLATFORM AND SERVICES IS AT ITS OWN RISK. STRIX DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

NO AGENT OF STRIX IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF STRIX AS SET FORTH HEREIN. STRIX DOES NOT WARRANT THAT THE SERVICES OR STRIX PLATFORM IS OR WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE STRIX PLATFORM (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, CUSTOMER MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF THE STRIX PLATFORM OR SERVICES. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SERVICES MAY NOT IDENTIFY EVERY VULNERABILITY AND MAY PRODUCE FALSE POSITIVES OR FALSE NEGATIVES. STRIX MAKES NO WARRANTY OR REPRESENTATION REGARDING THE COMPLETENESS OR ACCURACY OF ANY VULNERABILITY DETECTION OR SECURITY ASSESSMENT PERFORMED BY THE SERVICES.

7. Indemnification

7.1 Strix Indemnity

Strix shall, subject to the terms and conditions set forth in this Agreement, (i) defend Customer and its Affiliates from and against any and all third party claims, actions, suits, demands or proceeding brought against Customer (a "Claim") alleging that Customer's use of the Strix Platform and Services in accordance with the terms of this Agreement infringes any registered copyright, trademark, or patent issued as of the Effective Date, and (ii) indemnify and hold harmless Customer and its Affiliates, successors and assigns (and its and their officers, directors, employees, and agents) against any damages awarded to the third party bringing the Claim in a final, non-appealable judgment of a court of competent jurisdiction or any settlement amount approved by Strix in writing. Strix' obligations under this Section are conditioned upon (a) Strix being promptly notified in writing of such Claim, (b) Strix having the exclusive right to control the defense and/or settlement of the Claim, and (c) Customer providing all reasonable assistance (at Strix' request and expense) in the defense of the Claim. Strix may settle any Claim for which indemnification is sought without Customer's approval, provided that such settlement does not impose any non-monetary obligation on Customer or require Customer to admit fault. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Claim and to participate in the defense of the Claim, subject to Strix' right to control the defense and settlement.

a. Mitigation. In the event of any such third party Claim or threat thereof, Strix, at its sole option and expense, may (i) procure for Customer the right to continue to use the allegedly infringing Services or Strix Platform, or (ii) replace or modify the Strix Platform with functionally equivalent software and/or Services. If neither subpart (i) nor (ii) of this paragraph is commercially reasonable or practical in the reasonable opinion of Strix, Strix may terminate this Agreement with respect to the allegedly infringing Services or Strix Platform, and the license thereto granted hereunder, upon fifteen (15) days' written notice to Customer. In the event of such termination, Strix shall refund to Customer any portion of Fees paid to Strix by Customer for use of the allegedly infringing Services or Strix Platform following the date of such termination.

b. Exclusions. Notwithstanding anything to the contrary in this Agreement, Strix shall have no obligations to Customer pursuant to this Section 7.1 (Strix Indemnity) with respect to any infringement or alleged infringement resulting or arising from (i) any modifications to the Strix Platform made by Customer that is not previously approved by Strix, without which such infringement or alleged infringement would not have occurred, (ii) any use of the Strix Platform or Services by Customer beyond the scope of the express rights and licenses granted in this Agreement, without which such infringement or alleged infringement would not have occurred, (iii) any use of the Services or Strix Platform by Customer in combination with any other service, software, hardware or data, without which such infringement or alleged infringement would not have occurred, or (iv) Strix' compliance with Customer's request for changes to the Strix Platform or with Customer's designs, specifications or instructions, without which such infringement or alleged infringement would not have occurred.

c. Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF STRIX WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE SERVICES OR STRIX PLATFORM, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF STRIX WITH RESPECT THERETO.

7.2 Customer Indemnity

Customer shall indemnify and hold harmless, and at Strix' request defend, Strix and its Affiliates, licensors, successors and assigns (and its and their officers, directors, employees, contractors, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys' fees and court costs) which arise out of or relate to: (i) any third party claim that the Customer Data or Customer System (and the exercise of the rights by Strix granted herein with respect thereto) infringes, misappropriates or violates any third party's Intellectual Property Rights or any privacy rights; (ii) Customer's use of the Services or Strix Platform (in each case other than claims arising from Strix' breach of this Agreement or from claims subject to Section 7.1) and (iii) Customer's testing of any system that Customer does not own or is not authorized to test. Strix shall notify Customer promptly of any claim or liability for which indemnification is sought, provided, however, that the failure to give such notice shall not relieve Customer of its obligations hereunder except to the extent that Customer was actually and materially prejudiced by such failure. Customer may not settle any claim for which indemnification is sought under this Section without the prior written approval of Strix, which approval shall not be unreasonably withheld or delayed.

8. Confidentiality

8.1 Confidential Information

"Confidential Information" means any and all non-public technical and non-technical information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (i) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (ii) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; and (iii) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party's business. Confidential Information of Strix shall include the Strix Platform and Services. Confidential Information also includes all summaries and abstracts of Confidential Information.

8.2 Non-Disclosure

Each party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party's Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party's obligations or to exercise the Receiving Party's rights under the terms of this Agreement. Each party agrees to secure and protect the other party's Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party's own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, affiliates or other agents who are permitted access to the other party's Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to effect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.

8.3 Exceptions to Confidential Information

The obligations set forth in Section 8.2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (i) was in the Receiving Party's possession without confidentiality restriction prior to disclosure to the Receiving Party hereunder, as demonstrated by the Receiving Party's records recorded at the time of such prior possession; (ii) was generally known in the trade or business in which it is practiced by the Receiving Party at the time of disclosure to the Receiving Party hereunder, or becomes so generally known after such disclosure, through no act of the Receiving Party; (iii) has come into the possession of the Receiving Party without confidentiality restriction from a third party, as demonstrated by the Receiving Party's records recorded at the time of such possession, and such third party is under no obligation to the Disclosing Party to maintain the confidentiality of such information; or (iv) was developed by the Receiving Party independently of and without reference to Confidential Information of the Disclosing Party, as demonstrated by the Receiving Party's records recorded at the time of such development. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the Confidential Information to the agency; (b) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

8.4 Survival

The Receiving Party's obligations of confidentiality and non-use under this Section 8 shall survive the expiration or termination of this Agreement for a period of three (3) years; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the Receiving Party's obligations under this Section 8 shall continue for so long as such information remains a trade secret.

8.5 Retention of Archival Copies

Notwithstanding any obligation to return or destroy Confidential Information under this Agreement, the Receiving Party may retain (i) one (1) archival copy of the Disclosing Party's Confidential Information solely for legal, regulatory, audit, or compliance purposes, and (ii) Confidential Information contained in electronic files created pursuant to the Receiving Party's automatic back-up procedures that cannot be reasonably deleted in the ordinary course of business. Any such retained Confidential Information shall remain subject to the confidentiality, non-use, and other obligations of this Section 8 for so long as it is retained, notwithstanding any expiration of the survival period set forth above.

9. Data

9.1 Customer Data

Customer, not Strix, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and the parties' respective rights to use all Customer Data under this Agreement. Customer shall be responsible for obtaining any consents and other rights necessary to (and to allow Strix to, as applicable) collect, submit, use and process Customer Data on the Strix Platform in connection with the Services.

9.2 Usage Data

Notwithstanding anything else in the Agreement or otherwise, Strix may monitor Customer's use of the Services and Strix Platform and use data and information related to Customer Data and Customer's use of the Services in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of the Strix Platform and Services. Customer agrees that Strix may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information. Strix retains all Intellectual Property Rights in such data and information.

10. Proprietary Rights

10.1 Ownership

Customer acknowledges that the Strix Platform and the Services, and all Intellectual Property Rights therein, are the sole and exclusive property of Strix and its licensors. Strix acknowledges that the Customer Data, and all Intellectual Property Rights therein, is the sole and exclusive property of Customer and its licensors. Each party retains all other rights not expressly granted in this Agreement.

10.2 Strix Developments

All inventions, works of authorship and developments conceived, created, written, or generated by or on behalf of Strix, whether solely or jointly ("Strix Developments"), including all Intellectual Property Rights therein, shall be the sole and exclusive property of Strix.

10.3 License to Customer Data

Customer grants to Strix a royalty-free, nonexclusive, irrevocable (except as set forth in subsection 10.3(i)), limited right and license to access, use, reproduce, make derivative works from, display, perform and distribute the Customer Data (i) in order to provide the Services during the Term; (ii) to analyze and improve the Strix Platform and the Services; and/or (iii) to compile and use aggregate or de-identified data, statistics, measurements or other metrics derived from Customer Data (including in combination with the aggregate or de-identified customer data of other Strix customers) for its own purposes. Aggregate or de-identified data means data that does not identify any Customer.

10.4 Disclosure of Customer Data

Strix shall not disclose Customer Data to third parties, except: (i) to Strix' service providers as necessary to provide the Services to Customer; (ii) as required by law or to comply with legal process; (iii) to protect and defend the rights or property of Strix, including as evidence in litigation; (iv) to any successor in interest, including as part of a merger, acquisition or transfer of assets, or as part of a bankruptcy proceeding; or (v) in aggregate or de-identified form.

10.5 Limited Feedback License

Customer hereby grants to Strix, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Customer's Intellectual Property Rights in and to suggestions, comments and other forms of feedback ("Feedback") regarding the Strix Platform and Strix Developments provided by or on behalf of Customer to Strix, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Strix Platform or any other products or services. Feedback is provided "as is" without warranty of any kind and shall not include any Confidential Information of Customer.

10.6 Publicity

Customer acknowledges and agrees that Strix may list Customer's name and logo in a list of customers on Strix's website and marketing materials unless Customer opts out by notifying Strix in writing.

11. Limitation of Liability

11.1 No Consequential Damages

EXCEPT FOR (i) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (ii) BREACHES OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, (iii) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (iv) CUSTOMER'S BREACH OF SECTION 2.4 (RESTRICTIONS), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Limits on Liability

EXCEPT FOR (i) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (ii) BREACHES OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, (iii) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (iv) CUSTOMER'S BREACH OF SECTION 2.4 (RESTRICTIONS), AND (v) AMOUNTS PAYABLE BY CUSTOMER HEREUNDER, NEITHER PARTY SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE SUM OF THE AMOUNTS HAVING THEN ACTUALLY BEEN PAID BY CUSTOMER TO STRIX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS, IN ALL CIRCUMSTANCES, ANY AMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION OF SUCH LIABILITY) BY STRIX TO CUSTOMER IN SATISFACTION OF ANY LIABILITY FOR DAMAGES UNDER THIS AGREEMENT. EACH PARTY RELEASES THE OTHER PARTY FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO THE STRIX PLATFORM OR SERVICES AND THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 11.2.

11.3 Essential Purpose

EACH PARTY ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 11 (LIMITATION OF LIABILITY) ARE AN ESSENTIAL BASIS OF THE BARGAIN DESCRIBED IN THIS AGREEMENT AND THAT, WERE THE OTHER PARTY TO ASSUME ANY FURTHER LIABILITY, THE COMMERCIAL TERMS OF THIS AGREEMENT WOULD BE DIFFERENT. THE LIMITATIONS IN THIS SECTION 11 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

12. Miscellaneous

12.1 Notices

Strix may provide notices to Customer by email to the email address associated with Customer's Account, by posting notices on the Strix Platform, or by any other means Strix deems appropriate. Customer is responsible for ensuring that the email address associated with Customer's Account is current and accurate. Customer shall provide notices to Strix by email to support@strix.ai or to such other address as Strix may designate. Notices are deemed received upon transmission if sent by email (except that notices of termination or legal claims shall be deemed received only upon confirmation of receipt).

12.2 Amendment

Strix may modify this Agreement at any time by posting a revised version on the Strix Platform or by notifying Customer by email. Modifications will be effective upon posting unless Strix specifies a later effective date. Customer's continued use of the Services after any modification constitutes Customer's acceptance of the modified Agreement. If Customer does not agree to a modification, Customer's sole remedy is to cancel its Subscription and stop using the Services before the modification becomes effective. For modifications that materially and adversely affect Customer's rights, Strix will use reasonable efforts to notify Customer at least thirty (30) days in advance.

12.3 Severability

If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

12.4 Governing Law; Waiver of Jury Trial

This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the United States and the State of California as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. For any disputes arising out of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of California and County of San Francisco. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

12.5 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.

12.6 Assignment

Customer shall not assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without Strix' prior written consent. Any purported assignment or transfer in violation of this Section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns.

12.7 Relationship of the Parties

Strix is an independent contractor to Customer. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

12.8 No Third Party Beneficiaries

This Agreement is not intended to create a benefit to any party other than the parties hereto and the indemnitees set forth in Section 7, and no party other than a party hereto may bring an action hereunder.

12.9 Export

The Services and Strix Platform utilize software and technology that may be subject to United States and foreign export controls. The parties acknowledge and agree that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Strix Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. The parties agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Strix and its licensors make no representation that the Services are appropriate or available for use in other locations. Any diversion of the Customer Data contrary to law is prohibited.

12.10 Construction of Agreement

Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions. Should any questions of construction or interpretation of this Agreement arise, then the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party.

12.11 Electronic Agreement

This Agreement is an electronic contract that governs Customer's use of the Services and the Strix Platform. Customer acknowledges and agrees that this Agreement is a binding contract and has the same force and effect as a contract in writing.

12.12 Entire Agreement

This Agreement, including all Exhibits to this Agreement and the Subscription selected by Customer through the Strix Platform, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.