This Master Services Agreement ("MSA") sets forth the terms by which XRAY AI, Inc., a Florida corporation registered at 12724 Machiavelli Way, Palm Beach Gardens, FL, USA, 33418 ("XRAI") makes its Platform and Services (each as defined below) available to the customer that has executed an Order Form referencing this MSA for such Services (the "Customer" and the "Order Form", respectively). This MSA, together with the applicable Order Form, the Privacy Notice, the DPA (each as defined below), and any other incorporated documents thereto, shall be referred to as the "Agreement". In case of conflict, the following order of precedence applies: (i) the Order Form, (ii) the DPA, and (iii) the MSA. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Order Form.
1.Services
1.1.During the Term (as defined below) and subject to the terms and conditions hereof, XRAI shall provide Customer with a limited, revocable, non-exclusive, non-transferrable right to use the Services (defined below), solely for Customer's internal business uses. XRAI owns and maintains an AI-powered online platform built to assist with business management (the "Platform"). The Platform, together with any premium features, support services and related services provided hereunder, shall be referred to as the "Services".
1.2.Description of Services. The Platform connects with the internal systems and programs that Customer designates, such as email and messaging software, HR databases, CRM software, task management platforms, and any other systems Customer chooses to connect (collectively, the "Customer Systems"). The Platform analyzes all of the data flowing through the Customer Systems and provides Customer management with insights into business operations (such data and insights shall be collectively referred to as "Customer Data"). The Platform also offers a chatbot with which management can consult regarding their business. The chatbot provides insights drawn from Customer Data, among other sources. The chatbot's inputs and outputs shall be included in the definition of "Customer Data".
1.3.Premium Features. Certain additional features are available to XRAI customers for additional fees ("Premium Features"). These include, among others, specialized Platform agents that are designed for specific use-cases, such as, without limitation, to create board reports, run an in-depth company analysis, generate predictive insights, and set restricted server and/or restricted processing procedures. The Premium Features for which Customer has already registered, if any, shall be specified on the Order Form, however this does not derogate from Customer's right to add one or more Premium Features to its subscription at any time during the Term. If Customer adds any Premium Features, Customer's Fees shall be adjusted accordingly. Customer may only remove Premium Features from its subscription plan subject to XRAI's prior, written consent.
1.4.AI Models
1.4.1.The Services are driven, in part, by third-party AI model providers, which process Customer Data solely on XRAI's behalf. All AI providers are subject to confidentiality restrictions, and no Customer Data is used to train such third-party models. Notwithstanding the foregoing, XRAI and/or its AI providers may monitor your Customer Data to ensure compliance with this Agreement, applicable law, and to detect harmful content. XRAI and the applicable provider each reserve the right to remove such content. Given the nature of AI models generally, the output Customer receives may not be accurate and may contain errors. Any reliance on such output by Customer is at Customer's sole risk. The parties further acknowledge that outputs generated by the Platform may not be unique and that XRAI may generate the same or substantially similar outputs for other customers, which shall not constitute a breach of this Agreement.
1.4.2.AI Processing Modes. XRAI offers the Services in two processing modes. In "Standard Processing", XRAI provides the Services and processes Customer Data through its standard third-party AI vendors, listed in the Subprocessor List of the DPA. XRAI also offers a "Secure Processing" mode, where XRAI provides the Services solely through AWS servers configured in US-East-1, including Amazon Bedrock, Amazon Bedrock Knowledge Bases, Amazon S3, Amazon Aurora PostgreSQL, and other, related AWS services. Under the Secure Processing mode, XRAI shall not use any non-AWS third-party AI model providers for Customer Data processing unless expressly authorized in writing. The applicable processing mode for Customer's Services shall be specified on the Order Form.
2.Use of Customer Data
2.1.XRAI may use Customer Data to provide, personalize, secure, and improve the Services for the applicable Customer only, including customer-specific personalization, routing, retrieval quality, evaluation, and workflow optimization. Additionally, XRAI may use Customer Data in an aggregated manner and in a manner which does not identify Customer and/or any individual ("Aggregate Data") for various internal business purposes, including to maintain and improve the Services, and/or develop new products and services. For the avoidance of doubt, Aggregate Data shall not constitute Customer Data, nor Customer's Confidential Information and XRAI shall retain all rights, title, and interest in and to any Aggregate Data.
2.2.Collective CEO Intelligence. The Services also provide Customer with aggregated and de-identified insights pertaining to the sector in which Customer operates ("Collective CEO Intelligence"). XRAI compiles Collective CEO Intelligence on an aggregate basis based on customers' industry, company size, operation, and similar characteristics. For pilot subscriptions, Customer must opt-in to receive Collective CEO Intelligence by including such services on the applicable Order Form. Full subscription Customers hereby consent to the use of their Customer Data in the creation of Collective CEO Intelligence. Customer may opt-out of the use of their Customer Data for this purpose by contacting XRAI, however, Customers who opt-out will not receive Collective CEO Intelligence themselves.
3.Onboarding Process. To begin using the Services, Customer must complete XRAI's onboarding process. Customer shall provide XRAI with the relevant credentials to Customer Systems and shall reasonably cooperate with XRAI to ensure the onboarding process is completed smoothly and on time. XRAI shall not be responsible for delays due to Customer's failure to cooperate with XRAI, including without limitation, failure to provide any requested materials or access to Customer Systems. Customer's designated personnel shall be required to have registered accounts in order to use the Services. In order to register user accounts, Customer shall provide XRAI with the relevant users' names and email addresses and XRAI shall provide each user with a username and password. Users may change their passwords after their initial login. Customer shall be solely responsible for all activity on any Customer account, including unauthorized activity. XRAI reserves the right, but has no obligation, to investigate suspected violations of this Agreement or illegal or inappropriate behavior through the Services.
4.Support. XRAI shall provide Customer with commercially reasonable technical support for the Services during the Term. XRAI will use reasonable efforts to prioritize the resolution of urgent and critical issues reported by Customer, including incidents affecting the security, availability, or critical functionality of the Services, such as cyberattacks, critical system outages, or similar events impacting Customer’s ability to use the Services.
5.Restrictions. Customer shall not and shall not allow any Customer user or any third party to (attempt) to: (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Services; (b) circumvent, disable, or otherwise interfere with features of the Services related to security or access; (c) use any robot, spider, search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services; (d) harvest, collect or mine information about users of the Services; (e) use or access another user's account or password; (f) provide, distribute, or make available the Services to any third party through a service bureau, time-sharing, and/or similar arrangement, and/or for the purpose of providing services similar to the Services to others, except as explicitly authorized under this Agreement; (g) either directly or indirectly, develop and/or distribute any products or services that compete with or are substantially similar to the Platform and/or Services; or (h) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services. Except as expressly permitted herein, Customer may not and may not allow any third party to copy, modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell, further develop, download, or otherwise use the Services or any content thereon in any manner not permitted by this Agreement.
6.Consideration
6.1.In consideration of use of the Services, Customer shall pay XRAI the fees specified on the Order Form, in accordance with Customer's registered subscription plan ("Fees"). Amounts are due and payable in advance, in accordance with the subscription term specified on the Order Form. Late payments shall bear interest at the rate of 12% per annum. Without derogating from the foregoing or from any remedy available to XRAI under this Agreement, at law or in equity, XRAI reserves the right to suspend the Services until all outstanding amounts are paid in full. Such suspension shall not relieve Customer of its payment obligations. All rights and remedies of XRAI hereunder are cumulative and not exclusive of any other rights or remedies.
6.2.Scope Thresholds. The Fees are calculated by considering certain scope thresholds, such as, the number of Customer's authorized users, employees, Customer System connections, data volume, and/or other usage parameters, some of which may be specified on the Order Form (collectively, "Scope Thresholds"). If Customer exceeds any applicable Scope Threshold during the Term, XRAI may notify Customer of such change and may, at XRAI’s discretion, adjust Customer’s Fees to correspond with the updated Scope Thresholds. Any adjusted Fees shall be effective as of the first day of the month following delivery of XRAI's Fee adjustment notice. XRAI shall invoice Customer for any additional Fees due, which shall be due and payable within fifteen (15) days of the date of such invoice, unless otherwise stated in the Order Form.
7.Representations and Warranties
7.1.Mutual Representations. Each party hereto represents and warrants that (a) it is duly organized under applicable law; (b) it has the authority to enter into this Agreement; and (c) the execution and performance of this Agreement do not conflict with any contractual obligations it has to any third party or with any legal requirement.
7.2.XRAI Representations. XRAI further represents and warrants that: (a) it will use commercially reasonable efforts to provide the Services faithfully, diligently, and with skill and ability in accordance with industry standard; (b) the Services will perform substantially in accordance with the applicable documentation as may be provided by XRAI from time to time (the "Documentation''); (c) to XRAI’s knowledge, the Platform, as delivered by XRAI to Customer, does not infringe any third party’s patent or copyright, nor misappropriate a trade secret; provided, however, that the foregoing representation does not extend to any claim arising from or relating to: (i) Customer Data or any Customer instructions, including any input; (ii) any third-party systems, components, or AI models integrated into the Services; (iii) any output, content, or materials generated by the Platform’s AI-powered features; (iv) use of the Services in violation of this Agreement or applicable law; (v) any modification to the Services not authorized in writing by XRAI; or (vi) the combination of the Services with any services, software, or systems not provided or approved in writing by XRAI; (d) XRAI maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data; and (e) to XRAI’s knowledge, the Services do not contain any virus, worm, trojan horse, or other malicious code designed to disrupt or harm Customer’s systems or data.
7.3.Customer Representations. Customer further represents and warrants that: (a) it has all right, license and legal basis required under applicable law to provide XRAI with the Customer Data and Customer Systems credentials; (b) no Customer Data or Customer Systems credentials, as used by XRAI in accordance with the terms of this Agreement, infringes or will infringe upon the intellectual property, privacy, publicity, moral, or any other rights of any third party and will not violate any applicable license restrictions; (c) it shall at all times use the Services in compliance with applicable law, including all applicable export laws and regulations to ensure that neither the Services nor any related materials are exported in violation of such laws and regulations or used in countries subject to sanctions under applicable law; (d) it has provided all necessary notices and has and shall maintain throughout the Term all necessary rights, consents, approvals, authorizations, and legal bases required under applicable law to provide Personal Data (as defined below), including Personal Data contained in Customer Data, to XRAI in accordance with the terms of this Agreement; and (e) it shall ensure that a record of such legal bases is maintained, as required under applicable law.
8.Privacy
8.1.XRAI as a Processor. Customer Data may include "Personal Data" as such term or analogous term is defined under applicable law, including the emails, messages, actions, and other Personal Data of Customer personnel and third parties related to Customer. XRAI shall process such Customer Data as a processor (or analogous term under applicable privacy law) on behalf of the applicable Customer, which will serve as the controller (or analogous term under applicable privacy law) for such processing. XRAI shall only process such Customer Data in accordance with applicable law and in accordance with the terms herein, including for anonymizing Customer Data. The terms governing XRAI's processing of such Customer Data are set forth in the data processing agreement ("DPA") attached to the Order Form.
8.2.XRAI as a Controller. XRAI processes certain Personal Data of Customer users and representatives, including XRAI's communications with Customer's points of contact as well as analytics data relating to how Customer users interface with the Platform. The details of such processing, including what Personal Data is processed, for what purposes, and with whom it is shared, are described in XRAI's Privacy Notice, attached to the Order Form.
8.3.Customer Obligations. The Platform's business insights are designed to pertain to Customer's operations, to recognize privacy signals from Customer Systems, and are not intended to target any individual. Customer may not use the Services to assess, surveil, monitor, take disciplinary action against, or perform any similar operation regarding any individual. If a business insight generated by the Platform pertains to an individual, such insight is not intended to reference specific communications or activity logs. The Platform's insights shall not be used as the sole basis to take any action or make any decision regarding Customer personnel. For the avoidance of doubt, the Customer shall be solely responsible for ensuring that its use of the Services is in accordance with any law and/or obligations to which it is subject. Customer shall not include any sensitive personal data (as defined under applicable data protection law) or any other data that would impose any additional regulatory or compliance obligations on XRAI, including without limitation, health information, children's personal data, payment card data, financial account credentials, government IDs, and XRAI shall have no liability for any such obligations with respect to data provided by Customer in violation of this Section.
9.Intellectual Property Rights
9.1.Customer IPR. As between the parties, Customer has and shall retain all rights, title, and interest in and to (a) the Customer Data; and (b) the Customer Systems credentials (together, "Customer IPR") and nothing in this Agreement shall be construed to grant XRAI any rights in Customer IPR except the limited rights explicitly granted herein. Without derogating from the aforesaid, Customer hereby grants XRAI the rights to use, copy, modify and create derivative works of any Customer IPR for the provision of the Services or as otherwise permitted under the terms of this Agreement.
9.2.XRAI IPR. XRAI and its licensors, as the case may be, own all rights, title, and interest in and to the Documentation, Platform, Services, Aggregate Data, and all software and technical innovations providing the aforesaid, as well as in all modifications, enhancements, and updates thereto and all worldwide intellectual property rights, and the trademarks, service marks, and logos contained therein, registered and unregistered (collectively, "XRAI IPR"). All XRAI trademarks are trademarks or registered trademarks of their respective owners. Nothing in this Agreement shall be construed as granting Customer any right to use any trademark, service mark, logo, or trade name of XRAI or any third party except as set forth herein. Nothing in this Agreement shall be interpreted to provide Customer with any rights in XRAI IPR except the limited right to use the Platform and to receive the Services subject to the terms and conditions hereof. If Customer provides XRAI with any feedback regarding the Services, XRAI may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
10.Confidential Information
10.1.Confidential Information. Each party (each, a "Recipient") may have access to certain non-public or proprietary information of the other party (each, a "Disclosing Party") including any technical or non-technical information related to the other party's business and current, future and proposed products, services, and (prospective) customers in each case whether or not specifically designated as "confidential" or "proprietary" ("Confidential Information"). The terms of the Agreement shall be considered the Confidential Information of each party. Notwithstanding the foregoing, either party may disclose the Agreement itself (but not any Confidential Information hereunder): (i) to professional consultants and advisors (e.g., legal counsel and auditors), (ii) as may be required in order to enforce its rights hereunder or in order to defend from any legal actions, or (iii) as may be required in connection with any due diligence examination of either party by third parties, such as prospective investors and partners.
10.2.Exclusions. Recipient's obligations hereunder do not apply to any Confidential Information that Recipient can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information was received by Recipient through no act or omission of Recipient; (b) was rightfully in Recipient's possession free of any obligation of confidentiality at or subsequent to the time the Confidential Information was communicated to Recipient by Disclosing Party; or (c) was independently developed by Recipient without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Recipient in response to a law, regulation, or governmental or judicial order ("Order") will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Recipient, to the extent permitted by such Order, it (i) provides prompt prior written notice thereof to Disclosing Party; (ii) reasonably cooperates with Disclosing Party in opposing such disclosure; (iii) only discloses to the extent required by such Order.
10.3.Nondisclosure Obligations. Except as permitted herein, Recipient may not use, disseminate, or in any way disclose the Confidential Information except for the purposes of providing or receiving the Services or as otherwise required for compliance with its obligations set out in this Agreement. Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a reasonable degree of care. Recipient shall disclose Confidential Information only to those of its employees or representatives who have a need to know the information in order for Recipient to perform its obligations under this Agreement and which are bound by non-disclosure and non-use obligations no less restrictive than those set out herein. Without derogating from the aforesaid, Recipient shall bear full responsibility for any harm caused to Disclosing Party by disclosure to its employees or representatives.
10.4.Disposal. Upon Disclosing Party's written request or the termination of this Agreement, whichever is earlier, Recipient shall return to Disclosing Party or destroy all Confidential Information in its possession and shall erase all electronic records thereof and shall so confirm to Disclosing Party in writing. Notwithstanding the foregoing, Recipient may retain one copy of the Confidential Information for record retention, backup, audit, and/or regulatory purposes, or as otherwise required under applicable law.
10.5.Survival. The obligations set forth in this section shall survive termination of this Agreement for any reason for a period of three (3) years, provided, however, that trade secrets shall remain confidential indefinitely.
11.Data Retention. Customer acknowledges and agrees that XRAI is not a data retention service. Customer must create backups of its data, and XRAI shall have no responsibility or liability in respect of any loss of or damage to any Customer Data and/or any Customer Systems credentials, except where such loss or damage is directly caused due to XRAI's breach of its data security obligations hereunder.
12.Indemnification
12.1.By XRAI. XRAI shall defend, indemnify and hold harmless Customer (and its officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys' legal fees) that Customer may suffer or incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating to a breach of the representation set forth in Section 8.2(c); provided, however, that XRAI shall have no responsibility or liability for any claim arising from or relating to Customer’s use of a version of the Services that is not the most up-to-date version made available by XRAI. If the Platform becomes, or in XRAI’s reasonable opinion is likely to become, the subject of an infringement claim, XRAI may, at its sole option and expense: (i) procure for Customer the right to continue using the Platform; (ii) modify or replace the Platform to make it non-infringing; or (iii) if neither of the foregoing is reasonably practicable, terminate this Agreement and refund to Customer any prepaid Fees for the unused portion of the then-current Term. This Section sets forth Customer’s sole and exclusive remedy for any claim of infringement.
12.2.By Customer. Customer shall defend, indemnify and hold harmless XRAI (and its officers, directors and employees) from and against any and all claims, damages, costs, losses, liabilities or expenses (including court costs, reasonable attorneys' legal fees, and any administrative and/or criminal fines) that XRAI may suffer or incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising directly or indirectly from or relating to (i) any breach of this Agreement by Customer or anyone on its behalf; (ii) misuse of the Platform and/or Services; or (iii) infringement of a third party's intellectual property or other rights, including but not limited to materials included in the Customer Data or the Customer Systems credentials.
12.3.Procedure. Either party claiming indemnification under this Section ("Indemnitee") shall: (i) provide the indemnifying party with written notice of a claim promptly upon becoming aware thereof, (ii) allow the indemnifying party to control the defense and settlement of the claim, provided that no settlement may be entered into without the consent of Indemnitee if such settlement would require any action on the part of Indemnitee and further provided that Indemnitee may engage its own counsel at its own expense; and (iii) reasonably cooperate with the indemnifying party, at the indemnifying party's expense, in the defense and settlement of the claim.
13.DISCLAIMER OF WARRANTIES
13.1.THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, XRAI EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS IN RESPECT OF THE SERVICES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICES WILL BE ERROR-FREE (OR THAT ERRORS WILL BE CORRECTED), RELIABILITY, SECURITY, COMPLETENESS, OR THAT THE SERVICES WILL BE PROVIDED IN A TIMELY MANNER. WITHOUT DEROGATING FROM THE AFORESAID, XRAI SPECIFICALLY DISCLAIMS ANY WARRANTIES OF ACCURACY, RELIABILITY, AND NONINFRINGEMENT REGARDING ANY AI-GENERATED CONTENT. ANY USE OF OR RELIANCE UPON ANY AI-GENERATED CONTENT IS AT CUSTOMER'S SOLE RISK.
13.2.No Professional Services. THE SERVICES DO NOT CONSTITUTE AND ARE NOT INTENDED TO SUBSTITUTE PROFESSIONAL ADVICE, INCLUDING WITHOUT LIMITATION, LEGAL, ACCOUNTING, TAX OR OTHER ADVICE FROM A LICENSED PROFESSIONAL. YOU REMAIN SOLELY RESPONSIBLE FOR YOUR RELIANCE ON ANY AND ALL OUTPUTS RELATING TO SUCH MATTERS AND FOR OBTAINING INDEPENDENT PROFESSIONAL ADVICE AS APPROPRIATE FOR YOUR SITUATION. ANY DECISIONS, ACTIONS, OR OMISSIONS BASED ON THE SERVICES OR OUTPUTS ARE MADE AT YOUR OWN RISK. XRAI DOES NOT REVIEW, APPROVE, OR ENDORSE ANY LEGAL, ACCOUNTING, TAX, OR OTHER PROFESSIONAL POSITIONS, STRATEGIES, OR DOCUMENTS GENERATED BY THE SERVICES AND HEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE SAME.
14.LIMITATION OF LIABILITY. IN NO EVENT SHALL XRAI OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONSULTANTS HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN, INCLUDING IN RESPECT OF LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR HARM TO REPUTATION. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, XRAI'S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT AND/OR UNDER ANY CAUSE OF ACTION IS LIMITED TO THE FEES ACTUALLY RECEIVED BY XRAI FROM CUSTOMER IN RESPECT OF THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR CAUSE OF ACTION ("CAP"). NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO XRAI'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, PRIVACY AND INDEMNIFICATION OBLIGATIONS HEREUNDER, XRAI'S MAXIMUM CUMULATIVE LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THREE TIMES (3X) THE CAP.
15.Term and Termination
15.1.Pilot Term. If Customer has purchased a pilot subscription, the term of the pilot subscription shall commence on the Effective Date and shall continue for the duration of the Pilot Term specified on the Order Form. Upon the expiration of the Pilot Term, this Agreement shall expire automatically.
15.2.Subscription Term: If Customer has purchased an ongoing subscription, the term of this Agreement shall commence on the Effective Date and continue in full force and effect for a period of twelve (12) months (the "Initial Term") and shall renew automatically for successive periods of 12 months (each, a "Renewal Term" and together with the Initial Term, the "Term") unless either party provides notice of its intention not to renew this Agreement at least sixty (60) days prior to the applicable Renewal Term or unless otherwise terminated in accordance with the provisions herein.
15.3.Notwithstanding the above, this Agreement may be terminated by either party in the case of breach by the other party by providing fifteen (15) days' prior written notice to the other party, where such breach is not cured within the notice period. In the event this Agreement is terminated by Customer due to breach of this Agreement by XRAI, XRAI shall refund any prepaid Fees to Customer on a pro rata basis. Either party may terminate this Agreement with immediate effect upon written notice to the other party, in the event the other party: (a) makes a general assignment for the benefit of its creditors; (b) applies for, consents to, or acquiesces to the appointment of a receiver, trustee, custodian, or liquidator for its business or assets; (c) files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws.
15.4.In the event of any termination for whatever reason, Customer shall have no further access to the Services and shall pay to XRAI all amounts then owed to XRAI. Sections 5, 7-14, 15.4, 18, and 19 shall survive the expiration or termination of this Agreement for any reason.
15.5.Data Export. Upon termination or expiration of this Agreement, Customer may request an exported copy of its Customer Data in writing, within thirty (30) days of the date of termination, subject to an additional fee. If no such request is received within the request window, XRAI may delete such Customer Data from its systems in accordance with the terms of the Privacy Notice, the DPA, and any applicable data retention policies then in effect.
16.Publicity. During the Term, XRAI may refer to Customer as a customer of XRAI, including by displaying Customer's name and logo on XRAI's website and other marketing materials, unless Customer opts out by providing written notice to XRAI. Notwithstanding the foregoing, the disclosure of any case studies, customer quotes, return on investment claims, or pilot results shall require Customer’s prior written approval.
17.Force Majeure. Neither party will be liable for any default or delay in its performance of its obligations under this Agreement to the extent caused by, and only for the duration of, a natural disaster, act of God, act of war or terrorism, riot, third-party labor strike, pandemic or other similar occurrence beyond its reasonable control provided that the affected party makes all reasonable efforts to comply with its obligations despite the occurrence. The party affected by any such occurrence shall, as soon as reasonably practicable, notify the other party of the occurrence and its expected duration and impact on such affected party's performance. It is clarified that noncompliance with payment obligations due to a force majeure event may be delayed but will not be excused.
18.Notices. Any notices required to be given pursuant to this Agreement shall be delivered or sent by registered mail or email transmission (with electronic confirmation of delivery) to the addresses of the parties hereto set out herein (or such other address or email address as may have been provided) and any such notice shall be deemed to have been received one (1) business day after delivery by courier, four (4) business days after delivery by registered mail and one (1) business day after email transmission and written confirmation receipt of such transmission.
19.General. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all other agreements or understandings between the parties regarding such matters. No amendments shall be effective unless in writing and executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any waiver in one instance constitute a waiver for the future. Any waiver must be in writing and signed by the waiving party. Neither party may assign its rights and obligations hereunder without the other party's prior, written consent, provided however, that XRAI may assign all of its rights and obligations under this Agreement without Customer's consent to an affiliate or to a purchaser of all or substantially all of XRAI's assets or share capital. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between the parties. This Agreement shall be governed by the laws of the State of Florida without regard to conflicts of law provisions thereof. The parties agree that the competent courts in Miami-Dade County, Florida shall have exclusive jurisdiction regarding all disputes hereunder, and the parties expressly consent to such jurisdiction. Having agreed to the foregoing exclusive jurisdiction in good faith, the parties hereby waive any challenge to venue and jurisdiction in such courts. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, such part shall be interpreted to give maximum effect to its terms as possible under applicable law, and the remainder of this Agreement shall remain in effect.