Terms of Service

Updated as of March 13, 2026

These Terms of Service (“Terms”) govern Customer’s access to and use of Nexxa.AI’s AI agent

platform and related services. These Terms are incorporated by reference into all Order Forms, statements of work, online registration and other ordering documents executed between Nexxa.AI, Inc. (“Nexxa”) and the customer (“Customer”). By executing an Order Form that references these Terms, or otherwise using the Platform, Customer agrees to be bound by these Terms. If you are accessing or using the Platform or agreeing to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and in that case “Customer” will refer to that entity

  1. DEFINITIONS


“Affiliate” means, with respect to any Person, any other Person that directly or indirectly

controls, is controlled by, or is under common control with such Person. For purposes of this

definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.


“AI Agents” means the autonomous or semi-autonomous artificial intelligence software agents developed and provided by Nexxa that are designed to understand goals, create plans, execute actions, and interact with systems and data sources to accomplish specified objectives.


“Authorized Users” means Customer’s employees, contractors, and consultants who are

authorized to access and use the Platform pursuant to these Terms and the applicable Order

Form.


“Confidential Information” has the meaning set forth in Section 12.


“Customer Data” means all data, information, materials, content, system configurations,

operational data, and technical specifications provided by or otherwise made available by

Customer to Nexxa under these Terms or any Order Form, including without limitation (a)

operational and manufacturing data, process parameters, equipment specifications, system logs, and performance metrics; (b) integration specifications, workflow documentation, standard operating procedures, and system architecture information; and (c) business data, production schedules, inventory information, and performance benchmarks.


“Data License” has the meaning set forth in Section 5.2.


“Deployment Phase” means the production subscription period during which Customer has an ongoing license to use the Platform and AI Agents for operational purposes, as specified in the applicable Order Form or Subscription Agreement.


“Documentation” means Nexxa’s user manuals, technical documentation, API documentation, training materials, and other written materials relating to the Platform and AI Agents, as updated by Nexxa from time to time.


“Implementation Phase” means the evaluation, integration, and customization period during

which Nexxa deploys engineering resources to work with Customer to evaluate existing systems, plan integration work, customize AI Agents, conduct pilot projects, and collect feedback, as specified in the applicable Order Form.


“LLM” means large language models and other foundation models utilized by the Platform to

power AI Agents and related functionality.


“Nexxa Background IP” has the meaning set forth in Section 9.1.


“Nexxa IP” has the meaning set forth in Section 9.3.


“Order Form” means any order form, statement of work, work order, service description,

subscription agreement, or similar ordering document executed by the parties that references these Terms and specifies the scope, deliverables, fees, usage limits, and other commercial and operational details for a particular engagement or subscription.


“Output” has the meaning set forth in Section 9.4.


“Person” means any individual, corporation, partnership, limited liability company, trust, joint

venture, association, or other entity.


“Platform” means Nexxa’s proprietary artificial intelligence platform for deploying and

managing AI Agents in industrial applications, including all software, models, algorithms,

agents, tools, interfaces, APIs, and related technology, as updated and modified by Nexxa from time to time.


“Professional Services” means implementation, integration, customization, training, and other consulting services provided by Nexxa as specified in an Order Form.


“Third-Party Tools” means third-party software, scripts, integrations, APIs, data extraction

tools, middleware, connectors, or other technology components that Nexxa may install,

configure, or recommend in connection with integrating the Platform with Customer’s systems.


“Trained Models” means any machine learning models, artificial intelligence agents,

algorithms, parameters, weights, embeddings, or other learned representations created, trained, tuned, or improved by Nexxa using Customer Data, whether alone or in combination with other data.


“Usage Limits” means the usage parameters, limits, and metrics applicable to Customer’s use of the Platform, as specified in the applicable Order Form, including without limitation limits on Authorized Users, API calls, AI Agent executions, data processing volume, computational resources, and LLM token consumption.


“Variable Consumption Costs” means the costs incurred by Nexxa for consumption of thirdparty LLM services, API calls, computational resources, and data processing directly attributable to Customer’s use of the Platform, calculated based on actual usage metrics such as token consumption, API calls, processing hours, and data volume.




Agreement

THIS DOCUMENT, THE TERMS OF SERVICE AND ANNEX 1 ATTACHED HERETO, IS A LEGAL AGREEMENT BETWEEN THE COMPANY AND YOU WHICH GOVERNS YOUR USE OF THE SERVICES AND THE WEBSITE.  YOUR USE OF THE SERVICES AND THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE, ANNEX 1 ATTACHED HERETO, AND THE PRIVACY POLICY INCORPORATED HEREIN; AND YOUR REPRESENTATION THAT YOU ARE AT LEAST 16 YEARS OF AGE OR OLDER.  IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE AND ANNEX 1 ATTACHED HERETO, YOU ARE NOT PERMITTED TO USE THE SERVICES.  

If you accept these Terms of Service and use the Services on behalf of a company, organization, or other legal entity, you represent and warrant to the Company that you have full power and authority to do so.  

Effective Date This Agreement is effective (“Effective Date”) on the date you first access or use the Services and/or the Website, whichever is earlier.

Specific Terms for Users and Customers



2. SERVICE PHASES AND ORDER FORMS

2.1. Master Framework

These Terms set forth the general legal framework governing Customer’s access to and use of the Platform, Customer’s contribution of Customer Data, and the parties’ respective rights and obligations with respect to intellectual property, confidentiality, data usage, indemnities, and risk allocation across all service phases and engagements.


2.2. Implementation Phase

The Implementation Phase, if any, is governed by the applicable Order Form, which sets forth

the Implementation Phase scope, objectives, deliverables, milestones, timeline, fees (including any fixed fees and time-and-materials components), resource allocation, and Implementation Phase-specific services and responsibilities. During the Implementation Phase, Nexxa may deploy forward-deployed engineers and other personnel to work with Customer to:


(a) Evaluate Customer’s existing industrial systems, data sources, workflows, and integration requirements;


(b) Design and plan integration architecture to connect the Platform and AI Agents with Customer’s systems, databases, equipment interfaces, and third-party applications;


(c) Configure and customize AI Agents to address Customer’s specific use cases, operational requirements, and business objectives;


(d) Conduct pilot projects, proof-of-concept implementations, and testing activities;


(e) Collect feedback, iterate on configurations, and refine AI Agent capabilities; and


(f) Provide training and enablement to Customer personnel.

The Platform and AI Agents provided during the Implementation Phase are for evaluation, testing, pilot, and non-production purposes only. Customer may not use the Platform or AI Agents for production or business-critical operational purposes during the Implementation Phase unless the applicable Order Form expressly permits such production use.

2.3. Deployment Phase Requirement

Customer’s right to access and use the Platform and AI Agents for production purposes is contingent upon Customer entering into a Deployment Phase subscription. Upon completion or termination of the Implementation Phase, all access to the Platform and AI Agents shall immediately terminate unless and until Customer executes an Order Form, Subscription Agreement, or other written agreement with Nexxa governing the Deployment Phase. Customer acknowledges that no implied license or right to continue using the Platform or AI Agents shall arise from participation in an Implementation Phase.


2.4. Deployment Phase

The Deployment Phase, if entered into, is governed by the applicable Order Form or Subscription Agreement, which sets forth the Deployment Phase scope, subscription term, renewal terms, Usage Limits, subscription fees (including any recurring platform fees, per-user fees, usage-based fees, and overage charges), service levels, support commitments, and Deployment Phase-specific services and responsibilities. During the Deployment Phase, Customer receives an ongoing license to access and use the Platform and AI Agents for production operational purposes within the scope and Usage Limits specified in the applicable Order Form.


2.5. Additional Order Forms

The parties may from time to time enter into additional Order Forms or similar documents under these Terms to describe additional services, functionality, phases, or projects. Each such Order Form shall be governed by and subject to these Terms unless expressly stated otherwise in the Order Form.

2.6. Conflict

In the event of any conflict between these Terms and an Order Form, these Terms shall control, except to the extent that the applicable Order Form expressly states that it overrides a specific provision of these Terms.


3. ACCESS AND USE


3.1. Access Rights

Subject to these Terms and the applicable Order Form, Nexxa shall make the Platform and AI Agents available to Customer during the applicable service phase, and grants to Customer and its Affiliates a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Platform, AI Agents, and Documentation during such phase, solely for the purposes and within the scope described in the applicable Order Form (including the applicable Usage Limits).


3.2. Authorized Users

Customer may permit access to the Platform by Authorized Users, provided that: (a) each Authorized User is bound by written confidentiality and use restrictions at least as protective as those contained in these Terms; (b) Customer remains responsible for all acts and omissions of Authorized Users; and (c) any breach of these Terms by an Authorized User shall be deemed a breach by Customer.

3.3. Usage Limits and Monitoring

Customer’s use of the Platform during each phase shall be subject to the applicable Usage Limits set forth in the relevant Order Form. Nexxa may monitor Customer’s usage of the Platform to verify compliance with the Usage Limits and other terms of these Terms and the applicable Order Form, and may provide Customer with usage reports in accordance with such Order Form. If Customer exceeds the Usage Limits, Customer shall be subject to overage charges as set forth in Section 6.3.


3.4. Restrictions

Customer shall not, and shall not permit any third party to:


(a) Copy, modify, adapt, translate, or create derivative works of the Platform, AI Agents, or Documentation;


(b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Platform or AI Agents;


(c) Rent, lease, distribute, sell, sublicense, transfer, or otherwise make the Platform or AI Agents available to any third party (except as expressly permitted for Authorized Users);


(d) Remove, alter, or obscure any proprietary notices on the Platform, AI Agents, or Documentation;


(e) Use the Platform or AI Agents to develop, train, or improve any competing product or service;


(f) Use the Platform or AI Agents for benchmarking or competitive analysis purposes;


(g) Use the Platform or AI Agents for any purpose other than as expressly permitted in these Terms and the applicable Order Form;

(h) Use the Platform or AI Agents in any manner that violates applicable laws or regulations, including without limitation export control laws, data protection regulations, or industry- specific safety requirements;


(i)Attempt to gain unauthorized access to any systems, networks, or data related to the Platform or AI Agents;


(j) Introduce or transmit any viruses, worms, malicious code, or other harmful materials through the Platform; or


(k) Use the Platform or AI Agents in any manner that could damage, disable, overburden, or impair Nexxa’s infrastructure or interfere with any other party’s use of the Platform.


3.5. Hosting, Availability, and Support

Hosting obligations, availability targets, maintenance windows, support commitments, and service level commitments (if any) shall be as set forth in the applicable Order Form. Nexxa reserves the right to perform scheduled maintenance with advance notice and emergency maintenance as reasonably necessary.


3.6. Reservation of Rights

Nexxa reserves all rights not expressly granted to Customer under these Terms and the applicable Order Form. Nothing in these Terms grants Customer any ownership interest in the Platform, AI Agents, or any intellectual property rights therein.



4. CUSTOMER RESPONSIBILITIES AND SYSTEMS


4.1. Customer Systems and Integration

Customer shall be responsible for: (a) providing and maintaining all Customer systems, infrastructure, network connectivity, equipment interfaces, APIs, and third-party applications necessary to integrate with and use the Platform and AI Agents; (b) ensuring that Customer’s systems meet any technical requirements specified by Nexxa; (c) granting Nexxa necessary access rights and credentials to Customer systems as required for integration and support services; and (d) maintaining appropriate security controls, backup procedures, and disaster recovery plans for Customer’s systems and data.


4.2. Data Accuracy and Compliance

Customer represents, warrants, and covenants that: (a) Customer Data is accurate, complete, and suitable for the intended purposes under the applicable Order Form; (b) Customer’s provision of Customer Data to Nexxa and Nexxa’s use of Customer Data as contemplated by these Terms complies with all applicable laws, regulations, and industry standards; (c) Customer has obtained all necessary rights, consents, and authorizations to provide Customer Data to Nexxa and to grant the Data License; and (d) Customer Data does not and will not infringe, misappropriate, or violate any third-party intellectual property rights or other proprietary right


4.3. Safety-Critical Applications

Customer acknowledges that the Platform and AI Agents are designed to support and enhance industrial operations but are not certified for use as the sole control mechanism in safety-critical applications. Customer shall: (a) implement appropriate human oversight, validation procedures, and safety controls for all AI Agent actions and recommendations; (b) not rely solely on Platform outputs or AI Agent decisions for safety-critical operations without independent verification; (c) maintain traditional safety systems, emergency shutdown procedures, and operator controls; and (d) ensure that AI Agent implementations comply with all applicable safety regulations and industry standards for Customer’s specific industrial applications.


4.4. Operational Validation

Customer is solely responsible for validating the Platform and AI Agents for Customer’s specific operational use cases, including testing AI Agent performance under various operational conditions, verifying accuracy and reliability of AI Agent outputs and actions, and determining fitness for Customer’s particular industrial applications and regulatory environment.


4.5. Customer Dependencies and Cooperation


(a) Customer Obligations. The successful execution of Professional Services, implementation work, and the timelines and deliverables defined in any Order Form are contingent upon Customer fulfilling its obligations in a timely manner, including but not limited to:


(i) Timely provision of system access, credentials, API keys, and other technical access required for Nexxa to perform integration and implementation work;


(ii) Definition and documentation of Standard Operating Procedures (SOPs), business requirements, and technical specifications for the processes, workflows, and use cases being automated or addressed by the Platform and AI Agents;


(iii) Timely availability of Customer’s stakeholders, subject matter experts, and decision-makers for requirements gathering, design reviews, feedback sessions, testing, and user acceptance testing;


(iv) Prompt review and approval of deliverables, designs, configurations, and other materials requiring Customer input or approval; and


(v)Any other cooperation, information, materials, or decisions specified in the applicable Order Form as Customer responsibilities.


(b) Impact of Customer Delays. If Customer fails to meet its obligations under subsection

(a) above, resulting in a material delay (defined as a delay exceeding ten (10) business days from the date such obligation was due) or preventing the completion of a deliverable, milestone, or phase, Nexxa reserves the right to:


(i) Pause work on the affected deliverables, milestones, or phases until the Customer dependency is resolved;


(ii) Adjust the project timeline, delivery dates, and milestones set forth in the applicable Order Form to account for the delay, with such adjustments to be documented in writing;


(iii) Invoice Customer for all work completed up to the point of the delay in accordance with the fee structure in the applicable Order Form; and


(iv) If the Customer dependency prevents the completion or conclusion of a deliverable or phase, invoice Customer for the full allocated value of such deliverable or phase as set forth in the applicable Order Form, notwithstanding that such deliverable or phase was not completed due to Customer’s failure to fulfill its obligations.


(c) Notice and Mitigation. Nexxa shall provide Customer with written notice if Customer’s failure to meet its obligations is causing or is reasonably likely to cause a material delay. The parties shall cooperate in good faith to mitigate any delays and minimize the impact on project timelines. However, Nexxa shall not be responsible for any delays, cost overruns, or failures to meet deadlines that result from Customer’s failure to fulfill its obligations under this Section 4.5.


(d) No Refund for Customer-Caused Delays. Customer acknowledges and agrees that fees paid to Nexxa for work performed prior to or during any Customer-caused delay are non-refundable, and Nexxa shall have no liability for any delays in delivery or performance that result from Customer’s failure to meet its obligations.


4.6. Third-Party Tools

(a) Installation and Configuration. In connection with the Professional Services and integration work, Nexxa may install, configure, recommend, or provide access to Third-Party Tools to facilitate data extraction, system integration, API connectivity, or other technical requirements. Customer acknowledges and agrees that such Third-Party Tools are not part of the Platform or AI Agents and are provided solely to enable integration and data flow between Customer’s systems and the Platform.


(b) Third-Party Terms. Third-Party Tools may be subject to the license terms, terms of service, privacy policies, and other terms and conditions of the applicable third-party providers. Customer is responsible for reviewing and complying with all such third-party terms. Nexxa makes no representations or warranties regarding Third-Party Tools and shall have no liability for any Third-Party Tools, including their performance, security, availability, or compliance with applicable laws.


(c) Customer Responsibility. Customer is solely responsible for: (i) evaluating the suitability and security of any Third-Party Tools for Customer’s environment; (ii) maintaining, updating, and securing Third-Party Tools deployed in Customer’s environment; (iii) ensuring that Customer’s use of Third-Party Tools complies with all applicable laws and third-party license terms; and (iv) any costs, fees, or charges imposed by third-party providers for use of Third-Party Tools.


(d) No Endorsement. Nexxa’s installation, configuration, or recommendation of Third-Party Tools does not constitute an endorsement, warranty, or guarantee of such tools. Customer may choose to use alternative tools or approaches for integration purposes, subject to compatibility with the Platform.

5. DATA


5.1. Customer Data

Customer agrees to provide Nexxa with Customer Data in accordance with the applicable Order Form and as reasonably necessary to provide the Platform and AI Agents. Customer represents and warrants that: (a) Customer has the right to provide Customer Data to Nexxa and to grant the Data License; (b) except as expressly agreed in the applicable Order Form, Customer Data does not contain any personally identifiable information, protected health information, or other personal data subject to privacy laws, or such data has been appropriately de-identified or anonymized in accordance with applicable law; (c) Customer Data does not contain any third-party proprietary information that Customer is not authorized to disclose; and (d) Nexxa’s use of Customer Data as contemplated by these Terms will not violate any third-party rights or applicable laws.

5.2. License to Nexxa

(a) Data License.  Subject to the terms and limitations set forth in the applicable Order Form, Customer hereby grants to Nexxa a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free license to access, use, reproduce, modify, create derivative works of, and otherwise exploit Customer Data (the “Data License”) for the following purposes:

  1. To provide the Platform, AI Agents, and services to Customer under these Terms and the applicable Order Forms;

  2. To train, tune, evaluate, test, improve, and maintain Nexxa’s models, agents, algorithms, and Platform capabilities;

  3. To develop generalized features, agents, capabilities, and industrial solutions that Nexxa may deploy for other customers across different industries and use cases;

  4. To benchmark, analyze, and derive insights, learnings, and best practices that inform Nexxa’s product development, research, and business strategy.


(b) Order Form Governs Training Rights. Notwithstanding the foregoing, the scope of Nexxa’s right to use Customer Data for training purposes under subsections (ii), (iii), and (iv) above shall be subject to the specific terms set forth in the applicable Order Form. Different subscription tiers, service levels, or engagement types may provide for different data training rights, including without limitation: (A) full training rights as described above; (B) limited training rights (such as using Customer Data only for Customer-specific model improvements and not for cross-customer generalization); or (C) no training rights (where Nexxa may only use Customer Data to provide services to Customer without any model training or improvement). In the event of any conflict between this Section 5.2 and the data training terms specified in an Order Form, the Order Form shall control. Unless the applicable Order Form expressly restricts Nexxa’s training rights, Nexxa shall have the full Data License rights set forth in subsection (a) above.

5.3. Ownership of Trained Models

As between the parties, Nexxa shall own all right, title, and interest in and to all Trained Models and any improvements, enhancements, modifications, and derivative works thereof. For the avoidance of doubt, Trained Models constitute Nexxa IP under Section 9.3.


5.4. Permitted Aggregated Use.

Nexxa may use and disclose aggregated, anonymized, or de-identified statistics, benchmarking data, performance metrics, and learned parameters derived from Customer Data, provided that such information: (i) does not identify Customer or any specific Customer facility, product, process, or project; (ii) cannot be reverse-engineered or re-identified to reveal Customer Confidential Information; and (iii) is combined with data from multiple sources such that Customer’s contribution cannot be isolated.


5.5. Customer Retained Rights

Customer retains all right, title, and interest in and to Customer Data, subject to the Data License granted to Nexxa. Nothing in these Terms restricts Customer’s right to use, license, or otherwise exploit Customer Data for any purpose.


6. FEES AND PAYMENTS


6.1. Fees

Customer shall pay Nexxa the fees set forth in each applicable Order Form (including without limitation any implementation fees, professional services fees, subscription fees, platform access fees, per-user fees, usage-based fees, and overage charges for excess usage) in accordance with the payment terms specified in such Order Form.

6.2. Payment Terms

Unless otherwise specified in the applicable Order Form:

(a) All payments shall be made in United States Dollars by wire transfer or ACH to an account designated in writing by Nexxa, or by credit card if accepted by Nexxa;


(b) Invoices for fixed fees (such as implementation fees and recurring subscription fees) shall be payable within thirty (30) days of the invoice date;


(c)All fees are non-refundable except as expressly provided in these Terms or the applicable Order Form; and


(d) All fees are exclusive of, and Customer shall be responsible for, all sales, use, value-added, goods and services, and other taxes (excluding taxes based on Nexxa’s net income), duties, tariffs, and similar charges imposed by any governmental authority in connection with these Terms or any Order Form. If Customer is required by law to withhold any taxes from payments to Nexxa, Customer shall increase the payment amount such that Nexxa receives the full amount of the fees due, and Customer shall provide Nexxa with official tax receipts or other documentation evidencing such withholding.


6.3. Overage Charges for LLM and Variable Consumption Costs

(a) Usage Limits. Each Order Form may specify Usage Limits applicable to Customer’s use of the Platform, which may include limits on LLM token consumption, AI Agent executions, API calls, data processing volume, computational resources, and other measurable consumption metrics.


(b)Variable Consumption Costs Responsibility. If Customer’s usage exceeds the Usage Limits specified in the applicable Order Form, Customer shall be responsible for Variable Consumption Costs incurred by Nexxa in excess of the amounts included in the base fees. Such excess Variable Consumption Costs shall be calculated based on Nexxa’s actual costs for third-party LLM services, API usage, and computational resources directly attributable to Customer’s excess usage, plus a reasonable administrative markup as specified in the Order Form (or, if not specified, fifteen percent (15%)).


(c) Overage Billing. Nexxa shall invoice Customer monthly or quarterly (as specified in the Order Form) for Variable Consumption Costs exceeding the Usage Limits during the preceding billing period. Such invoices shall include reasonable detail regarding the nature and volume of excess usage and the calculation of charges. Overage charges shall be payable within thirty (30) days of the invoice date.


(d) Usage Monitoring and Alerts. Nexxa shall provide Customer with access to usage monitoring tools or periodic usage reports (as specified in the Order Form) to enable Customer to track consumption against Usage Limits. Nexxa may, but is not obligated to, provide alerts when Customer approaches or exceeds Usage Limits.


(e) Usage Limit Adjustments. Customer may request adjustments to Usage Limits by providing written notice to Nexxa. Any adjustments to Usage Limits and associated fee changes shall be documented in an amended Order Form or written change order executed by both parties.

6.4. Late Payment

If Customer fails to pay any undisputed amount when due, Nexxa may: (a) charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less); and (b) suspend access to the Platform and AI Agents and/or services under the applicable Order Form upon ten (10) days’ written notice if payment remains overdue.


6.5.Disputed Charges

Customer must notify Nexxa in writing of any disputed charges within thirty (30) days of the invoice date, specifying in reasonable detail the basis for the dispute. The parties shall work together in good faith to resolve any billing disputes. Customer shall pay all undisputed portions of invoices in accordance with the payment terms while any dispute is being resolved.

7. OPERATIONAL RESPONSIBILITY AND VALIDATION

7.1. Operational Responsibility

Customer acknowledges and agrees that:


(a) The Platform and AI Agents are tools designed to support and enhance Customer’s industrial operations, data analysis, process optimization, and decision-making processes;


(b) Customer is solely responsible for all operational decisions, safety compliance, regulatory compliance, quality assurance, and adherence to industry standards governing Customer’s industrial operations and use of Customer’s products, equipment, and facilities;


(c) Customer is solely responsible for independently reviewing, verifying, validating, and approving all AI Agent actions, recommendations, and outputs before relying on such actions or outputs for operational decisions, and Customer shall not rely on AI Agent actions or Platform outputs as the sole basis for operational, safety-critical, or business-critical decisions; and


(d) Nexxa does not provide operational consulting, engineering consulting, safety consulting, or regulatory consulting services, and nothing in these Terms or any Order Form shall be construed as Nexxa providing such consulting services or assuming any responsibility for Customer’s operational outcomes.


7.2. Customer Control and Oversight

Customer agrees to maintain appropriate human oversight, review mechanisms, and control systems for all AI Agent deployments.  Except as expressly agreed in an applicable Order Form, Nexxa makes no representation or warranty that the Platform or AI Agents are validated, certified, or qualified for any particular industrial application, regulatory environment, or operational purpose, and any validation, qualification, or certification of the Platform or AI Agents for Customer’s use shall be Customer’s sole responsibility.  Customer shall be responsible for validating and testing the Platform and AI Agents for Customer’s intended use cases in accordance with Customer’s internal standard operating procedures, quality management systems, and applicable regulations, to the extent Customer determines such validation and testing is necessary or appropriate. 

8. REPRESENTATIONS AND WARRANTIES


8.1 Mutual Representations and Warranties

Each party represents and warrants to the other party that:

(a) It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation;


(b) It has full corporate power and authority to execute, deliver, and perform its obligations under these Terms;


(c) The execution, delivery, and performance of these Terms have been duly authorized by all necessary corporate action;


(d) These Terms constitute a legal, valid, and binding obligation enforceable against it in accordance with their terms;


(e) The execution, delivery, and performance of these Terms do not and will not conflict with or violate any agreement or instrument to which it is a party or by which it is bound; and


(f) It is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge that would prohibit or materially limit its performance under these Terms.


8.2. Nexxa Representations and Warranties

Nexxa represents and warrants to Customer that:


(a) Nexxa owns or has sufficient rights to grant the rights and perform the obligations set forth in these Terms and the applicable Order Forms, and the Platform, AI Agents, and Nexxa IP provided to Customer do not, to Nexxa’s knowledge, infringe, misappropriate, or otherwise violate any third-party intellectual property rights;


(b) During the applicable service phase, the Platform and AI Agents will materially conform to the Documentation and perform substantially in accordance with the specifications set forth in the applicable Order Form;


(c) The Platform and AI Agents, as delivered to Customer, do not contain any viruses, worms, Trojan horses, or other malicious code intentionally introduced by Nexxa; and


(d) Nexxa maintains a commercially reasonable information security program designed to protect Customer Data from unauthorized access, use, or disclosure.


8.3. Customer Representations and Warranties

In addition to the representations and warranties set forth in Sections 5.1 and 5.2, Customer represents and warrants to Nexxa that:


(a) Customer has obtained all necessary consents, approvals, authorizations, and licenses required to provide Customer Data to Nexxa, to grant the Data License, and to integrate the Platform and AI Agents with Customer’s systems;


(b) Customer’s use of the Platform and AI Agents will comply with all applicable laws, regulations, and industry standards; and


(c) Authorized Users will comply with the terms and conditions of these Terms and the applicable Order Forms.

8.4. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8 AND IN ANY EXPRESS WARRANTIES SET FORTH IN AN APPLICABLE ORDER FORM, THE PLATFORM, AI AGENTS, TRAINED MODELS, OUTPUTS, ALL SERVICES, AND ALL OTHER DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEXXA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.


NEXXA DOES NOT WARRANT THAT THE PLATFORM OR AI AGENTS WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS WILL BE CORRECTED. NEXXA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR APPROPRIATENESS OF ANY OUTPUTS, RECOMMENDATIONS, OR ACTIONS GENERATED BY THE PLATFORM OR AI AGENTS FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE INACCURATE, UNEXPECTED, OR UNINTENDED RESULTS. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH CUSTOMER’S USE OF AND RELIANCE ON THE PLATFORM AND AI AGENTS.


9. INTELLECTUAL PROPERTY OWNERSHIP


9.1. Nexxa Background IP

As between the parties, Nexxa owns and shall retain all right, title, and interest in and to: (a) the Platform, AI Agents, and all components thereof, including all software, models, algorithms, tools, interfaces, APIs, and Documentation; (b) all intellectual property rights embodied in or relating to the foregoing; and (c) all modifications, enhancements, improvements, and derivative works of the foregoing, whether or not created in connection with these Terms or any Order Form (collectively, “Nexxa Background IP”).


9.2. Customer Background IP

As between the parties, Customer owns and shall retain all right, title, and interest in and to Customer Data and Customer’s pre-existing systems, workflows, processes, and intellectual property.


9.3. Nexxa IP

As between the parties, Nexxa owns and shall retain all right, title, and interest in and to:


(a)All Trained Models and any improvements, enhancements, modifications, and derivative works thereof;


(b) All generalized features, capabilities, algorithms, agents, methodologies, and technology developed by Nexxa, whether or not created using Customer Data;


(c) All know-how, methods, processes, techniques, inventions, configurations, integrations, and best practices conceived, reduced to practice, or otherwise developed by Nexxa in connection with these Terms or any Order Form; and


(d) All intellectual property rights embodied in or relating to the foregoing (collectively, “Nexxa IP”).

9.4. AI Outputs


(a) Definition. “Outputs” means specific outputs created for Customer through its use of the Platform and AI Agents, excluding: (i) the underlying Platform, AI Agents, models, algorithms, tools, and generalized capabilities used to generate such outputs; (ii) any Nexxa Background IP or Nexxa IP; and (iii) any pre-existing materials, templates, methodologies, or components incorporated into such deliverables. 


(b) Ownership. As between the parties, Customer owns all right, title, and interest in and to the Output. Nexxa hereby assigns to Customer all right, title, and interest in and to such Output, to the extent such assignment is necessary to effect Customer’s ownership.


(c) Retained Rights. Notwithstanding Customer’s ownership of Output, Nexxa retains all right, title, and interest in and to: (i) Nexxa Background IP; (ii) Nexxa IP; (iii) any pre-existing materials, tools, templates, methodologies, frameworks, or components incorporated into Output; and (iv) any generalized knowledge, techniques, ideas, concepts, or know-how developed or applied in creating Output. Customer grants Nexxa a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and create derivative works of output for Nexxa’s internal business purposes, including to develop generalized features and improvements to the Platform and AI Agents, subject to Nexxa’s confidentiality obligations


9.5. Feedback

Customer may from time to time provide Nexxa with suggestions, comments, feedback, ideas, enhancement requests, or other information regarding the Platform, AI Agents, or services (“Feedback”). Customer hereby grants Nexxa a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license (with right to sublicense) to use, reproduce, modify, distribute, and incorporate Feedback into Nexxa’s products and services without restriction, provided that Nexxa’s use of Feedback does not disclose Customer Confidential Information to third parties.


10. INDEMNIFICATION


10.1. Indemnification by Nexxa


Nexxa shall indemnify, defend, and hold harmless Customer and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Customer Indemnitees”) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to any third-party claim, action, or proceeding (each, a “Claim”) alleging:


(a) That the Platform or any AI Agent or Trained Model, as provided by Nexxa and used by Customer in accordance with these Terms and the applicable Order Form, infringes, misappropriates, or otherwise violates any third-party intellectual property right; or


(b) Any breach of Nexxa’s representations, warranties, or material obligations under these Terms, except to the extent such breach arises from Customer’s breach.


Nexxa’s indemnification obligations under Section 10.1(a) shall not apply to the extent that a Claim arises from:


  1. Modification of the Platform or AI Agents by any party other than Nexxa or its authorized agents;

  2. Customer’s combination or use of the Platform or AI Agents with any third-party products, services, data, Third-Party Tools or Customer systems not provided or approved by Nexxa, if such Claim would not have arisen but for such combination or use;

  3. Use of the Platform or AI Agents in a manner not permitted by these Terms or contrary to the Documentation;

  4. Customer Data; or

  5. Customer’s breach of these Terms.

If the Platform, AI Agents, or any Trained Model becomes, or in Nexxa’s reasonable opinion is likely to become, the subject of an infringement Claim, Nexxa may, at its option and expense:


  1. Procure for Customer the right to continue using the Platform, AI Agents, or Trained Model;

  2. Replace or modify the Platform, AI Agents, or Trained Model to make it non-infringing while providing substantially equivalent functionality; or

  3. If neither of the foregoing options is commercially reasonable in Nexxa’s judgment, terminate the affected rights under the applicable Order Form and refund to Customer any prepaid, unused fees under such Order Form on a pro rata basis calculated from the date of termination.


10.2. Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Nexxa and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Nexxa Indemnitees”) from and against any and all Losses arising out of or relating to any Claim alleging:


(a) That Customer Data, as provided to Nexxa, infringes, misappropriates, or otherwise violates any third-party intellectual property right or violates any applicable law (including without limitation data protection, privacy, or export control laws);


(b) Any breach of Customer’s representations, warranties, or material obligations under these Terms, except to the extent such breach arises from Nexxa’s breach;


(c) Any personal injury, property damage, equipment damage, system failure, production loss, or other harm caused by Customer’s use of the Platform or AI Agents in violation of these Terms, the applicable Order Form, or applicable law, or by Customer’s failure to maintain appropriate safety controls and human oversight as required by Section 7; 


(d) Any regulatory action, enforcement proceeding, investigation, or Claim by any governmental authority relating to Customer’s industrial operations, products, equipment, facilities, safety compliance, environmental compliance, or regulatory compliance; or


(e) (e) Customer’s use of any Third-Party Tools, including without limitation any claims by third-party providers or any violations of third-party license terms or terms of service.

10.3. Procedures

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any Claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent that the indemnifying party is materially prejudiced by such failure); (b) cooperate reasonably with the indemnifying party in the defense of any Claim, at the indemnifying party’s expense; and (c) grant the indemnifying party sole control of the defense and settlement of any Claim for which it is obligated to indemnify, provided that the indemnifying party shall not settle any Claim in a manner that imposes liability or obligations on the indemnified party or requires the indemnified party to admit fault or wrongdoing without the indemnified party’s prior written consent, which consent shall not be unreasonably withheld. The indemnified party may participate in the defense of any Claim at its own expense with counsel of its choice.


11. LIMITATION OF LIABILITY

11.1. Exclusion of Consequential Damages

IN NO EVENT SHALL NEXXA BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, PRODUCTION DOWNTIME, EQUIPMENT DAMAGE, COST OF REPLACEMENT SERVICES, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


11.2. Cap on Liability

NEXXA’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THESE TERMS AND ALL ORDER FORMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO NEXXA UNDER THE ORDER FORMS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

11.3. Allocation of Risk

The parties acknowledge that the limitations of liability set forth in this Section 11 reflect a reasonable allocation of risk for engagements involving implementation and deployment of AI-enabled platforms and autonomous agents in industrial environments, and are a fundamental element of the basis of the bargain between the parties. The parties have relied on these limitations in determining whether to enter into these Terms.


11.4. Acknowledgment of AI Technology Risks

Customer specifically acknowledges and agrees that: (a) AI and machine learning technologies are inherently probabilistic and may produce unpredictable, inaccurate, or unintended results; (b) AI Agents may take actions or generate outputs that are inconsistent with Customer’s expectations or requirements despite proper configuration; (c) Customer assumes all risk associated with deploying AI Agents in operational environments; and (d) Nexxa shall have no liability for any damages arising from AI Agent outputs, actions, or inactions, except to the extent caused by Nexxa’s breach of its express warranties in Section 8.2 and subject to the limitations in this Section 11.


12. CONFIDENTIALITY


12.1. Definition of Confidential Information

“Confidential Information” means all non-public information, whether oral, written, electronic, or visual, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with these Terms or any Order Form that: (a) is marked or identified as “Confidential” or with a similar designation; (b) is disclosed in circumstances indicating its confidential nature; or (c) would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation:


  1. For Nexxa: the Platform and AI Agents (including source code, object code, algorithms, models, training data, and architecture), Trained Models, technical specifications, Documentation, product roadmaps, pricing information, methodologies, and business strategies; and

  2. For Customer: Customer Data, information regarding Customer’s industrial operations, facilities, equipment, processes, projects, business plans, and financial information.

  3. For both parties: the terms and conditions of these Terms and any Order Form (including fees and commercial terms), and information exchanged in the course of the parties’ collaboration under these Terms.


12.2. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:


(a) Was publicly available at the time of disclosure or subsequently becomes publicly available through no breach of these Terms by the Receiving Party;


(b) Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records;


(c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation;


(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records; or


(e) Is approved for release by written authorization of the Disclosing Party.


12.3. Obligations

The Receiving Party shall:


(a) Protect the confidentiality of the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;


(b) Use the Disclosing Party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms and the applicable Order Forms;


(c) Limit disclosure of the Disclosing Party’s Confidential Information to its employees, contractors, advisors, and Affiliates who: (i) have a legitimate need to know such information for the purposes of these Terms; and (ii) are bound by written confidentiality obligations at least as protective as those contained in these Terms; and


(d) Not disclose, publish, or disseminate the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, except as expressly permitted in this Section 12.


12.4. Permitted Disclosures

The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by applicable law, regulation, legal process, or order of a court or governmental authority, provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such requirement to the extent legally permitted; (b) cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy; and (c) discloses only the minimum amount of Confidential Information necessary to comply with such requirement.


12.5.Remedies

The Receiving Party acknowledges that a breach of this Section 12 may cause the Disclosing Party irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.


12.5. Duration

The confidentiality obligations set forth in this Section 12 shall remain in effect during the term of these Terms and for a period of five (5) years following the termination or expiration of these Terms, except that confidentiality obligations with respect to trade secrets shall remain in effect for as long as such information qualifies as a trade secret under applicable law.


13.TERM AND TERMINATION


13.1. Terms of Agreement

These Terms shall commence on the date Customer first executes an Order Form that references these Terms (the “Effective Date”) and shall continue in effect until terminated in accordance with this Section 13.


13.2. Phase Terms

The term and termination provisions specific to each service phase (Implementation Phase and Deployment Phase) shall be as set forth in the applicable Order Form, including any evaluation term, implementation timeline, subscription term, renewal periods, and phase-specific termination rights.


13.3. Termination for Cause

Either party may terminate these Terms in their entirety, including all Order Forms, upon written notice to the other party if:


(a) The other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach (or ten (10) days in the case of a payment breach by Customer); or


(b) The other party becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy or has such a petition filed against it that is not dismissed within sixty (60) days, or has a receiver or trustee appointed for a substantial portion of its assets.


13.3. Effect of Termination

Upon termination or expiration of these Terms or a particular Order Form:


(a) All rights and licenses granted to Customer under the terminated Order Forms shall immediately terminate, and Customer shall immediately cease all use of and access to the Platform and AI Agents under such Order Forms;


(b) Nexxa shall provide Customer with a wind-down period as set forth in the applicable Order Form (or, if not specified, thirty (30) days), during which Customer may access the Platform on a read-only basis solely to retrieve and export Customer Data and Output;


(c) Each party shall return or destroy Confidential Information of the other party in accordance with Section 12 (excluding Customer Data and Output, which Customer may retain);


(d) Customer shall pay all amounts due and owing to Nexxa as of the effective date of termination, including without limitation any unpaid fees, overage charges, and Variable Consumption Costs incurred through the termination date;


(e) Nexxa may continue to use, exploit, and sublicense Trained Models and all other Nexxa IP in accordance with Sections 5 and 9, subject to the ongoing confidentiality obligations set forth in Section 12; and


(f) Except as expressly provided in these Terms, neither party shall have any further obligations to the other party under the terminated Order Forms.


14.GENERAL PROVISIONS


14.1. Governing Law and Jurisdiction


(a) Governing Law. These Terms and any disputes arising out of or relating to these Terms or any Order Form shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws principles.


(b) Exclusive Jurisdiction. Subject to Section 14.1(c), each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any disputes arising out of or relating to these Terms or any Order Form. Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.


(c) Dispute Escalation. Prior to initiating any legal proceeding (other than a proceeding seeking injunctive or equitable relief), the parties agree to escalate any dispute to executive representatives of each party for good faith resolution efforts over a thirty (30) day period.


14.2. Assignment

(a) Neither party may assign, transfer, or delegate these Terms or any of its rights or obligations hereunder (including under any Order Form) without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed, except that either party may assign these Terms without such consent: (i) to an Affiliate, provided that the assigning party remains liable for all obligations hereunder; or (ii) in connection with a merger, acquisition, sale of all or substantially all of its assets, or similar corporate transaction.


(b) Any attempted assignment, transfer, or delegation in violation of this Section 14.2 shall be null and void.


(c) Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.


14.3. Entire Agreement and Amendment

These Terms, together with all Order Forms and annexes attached hereto or entered into by the parties that reference these Terms, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter. Except as expressly permitted in these Terms (including with respect to updates made by Nexxa as described below), these Terms may be amended only by a written instrument signed by authorized representatives of both parties. For clarity, standard or pre-printed terms in purchase orders, invoices, or similar documents shall have no effect and are hereby rejected. 


Nexxa may update or modify these Terms from time to time in its sole discretion. Nexxa agrees to revise the “Last Updated” date at the top of this page and, if the changes are material, will provide additional notice as required by law (such as by email or a notice on our website or service). Customer’s continued use of the Platform or Professional Services after any changes become effective constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, it must stop using the Services.


14.4. Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No waiver of any breach of these Terms shall constitute a waiver of any other or subsequent breach.


14.5. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ intent, or if such modification is not possible, such provision shall be severed from these Terms. The remaining provisions of these Terms shall remain in full force and effect.


14.6. Notices

  1. All notices, requests, consents, and other communications required or permitted under these Terms shall be in writing and shall be deemed given: (i) when delivered personally; (ii) one (1) business day after being sent by reputable overnight courier service; (iii) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid; or (iv) when transmitted by email to the email address specified in the applicable Order Form or below, provided that the sender receives an acknowledgment of receipt (not an automatic system-generated message) from the intended recipient.

  2. Notices shall be sent to the addresses set forth in the applicable Order Form or to such other address as a party may designate by notice to the other party in accordance with this Section 14.6.


14.7. Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on its behalf.


14.8. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, government actions, or failures of the Internet or telecommunications infrastructure, provided that the affected party: (a) promptly notifies the other party of the force majeure event; (b) uses commercially reasonable efforts to minimize the impact of the event; and (c) resumes performance as soon as reasonably practicable. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected


14.9. Export Compliance

Each party shall comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions administered by the U.S. Office of Foreign Assets Control. Customer shall not access or use the Platform or AI Agents from, or export or re-export the Platform, AI Agents, or any Confidential Information to, any country, entity, or person subject to U.S. trade sanctions or export restrictions.


4.10. Publicity

(a) Nexxa may identify Customer as a customer and use Customer’s name and logo in customer lists, presentations, marketing materials, and similar materials, subject to Customer’s prior written consent for any specific use beyond inclusion in a customer list, which consent shall not be unreasonably withheld or delayed.


(b) Either party may issue a press release or public announcement regarding these Terms or any Order Form, provided that the content of such press release or announcement is approved in writing by both parties in advance.


(c) Neither party shall make any public statement that attributes a specific quote or statement to the other party without such other party’s prior written approval.


4.11. Counterparts and Electronic Signatures

These Terms and any Order Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of these Terms or any Order Form by electronic means (including PDF, DocuSign, or other electronic signature technology) shall be deemed as effective as manual execution and delivery of an original.


4.12. Interpretation

(a) The headings and captions used in these Terms are for convenience only and shall not affect the interpretation of these Terms.


(b)The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.”


(c)References to Sections, subsections, and Order Forms are to the sections, subsections, and Order Forms of these Terms unless otherwise specified.


(d) These Terms shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument to be drafted.


4.12. No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.