Enterprise SaaS Agreement

ENTERPRISE SOFTWARE-AS-A-SERVICE AGREEMENT

This Enterprise Software-as-a-Service Agreement (“Agreement”) is between Argon AI, Inc., a Delaware corporation (“Company”), and the counterparty identified on an Order Form referencing this Agreement (“Customer”). This Agreement sets forth the terms pursuant to which Customer may access and use Company’s hosted software services (“Subscription Services”) and Company will provide Customer with professional services (“Professional Services,” and together with the Subscription Services, the “Services”), each as set forth on an order form that references this Agreement (“Order Form”).

SERVICES

Provision of Subscription Services. Subject to the terms of the Agreement and applicable Order Form and Customer’s payment of undisputed fees, Company grants Customer a non-exclusive, non-transferable (except in accordance with 10.2), non-sublicensable right to access and use the Subscription Services solely for Customer’s internal use during the Term (as defined below). For the avoidance of doubt, the LLM generated text and table and other content generated by the Services specifically for Customer (“Output”) shall be owned by Customer and is not included as part of the Subscription Services.

Authorized Users. Customer may authorize individuals to access and use the Subscription Services (each, a “User”), and Users may include Customer’s employees, affiliates and contractors acting on its behalf, so long as Customer remains responsible for their compliance hereunder. From the group of Users authorized by Customer, Customer will identify an individual User’s account to serve as the administrative account for the Subscription Services.

Usage Limits. Each subscription to the Subscription Services is subject to usage limits more fully described in the applicable Order Form. Except as otherwise provided herein, the listed quantities of the Subscription Services specified in the Order Form cannot be decreased prior to the end of the then-current Initial Service Term or Renewal Term (as defined below), regardless of any termination, non-payment, or non-use by Customer.

Professional Services.

Scope. Company will perform the Professional Services set forth in an Order Form executed by the Parties, which shall include and/or specify a description of the Professional Services to be provided to Customer and the applicable Fees and payment terms. If either Customer or Company request a change in the scope of Professional Services, any agreed-upon changes, including changes in Fees and expenses, will not be binding against either Party unless set forth in a writing executed by the Parties (each, a “Change Order”).

Customer Cooperation. Customer acknowledges that Company’s ability to timely deliver the Services is dependent upon Customer’s ongoing cooperation and assistance. Accordingly, Customer will supply to Company, on a timely basis, all information, materials, and assistance reasonably necessary for Company to perform the Services, including the Customer Content, User lists, and any additional information, material, or assistance identified in an Order Form. Company’s period of performance shall be equitably extended to account for any delays resulting from Customer’s failure to fully comply with the foregoing.

Staffing. Company shall be responsible for staffing decisions with respect to employees or contractors utilized in the performance of any Service under this Agreement, and shall have the right at any time to delegate, subcontract, remove or replace any of its personnel or contractors assigned to perform any Services under this Agreement. Company will be responsible for the acts or omissions of its employees and contractor personnel and any delays caused by the reassignment or replacement thereof.

Expense Reimbursements. Customer will reimburse Company for reasonable travel and other expenses incurred in connection with performing the Professional Services, provided that Customer approves such expenses before they are incurred.

RESTRICTIONS AND RESPONSIBILITIES

Security. Customer and its Users will be responsible for (a) maintaining the security of its and their user credentials to the Subscription Services, and (b) all uses of its and their accounts, but excluding any unauthorized access caused by Company’s failure to secure Customer’s or its Users’ access credentials.

Restrictions. Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to any portion of the Subscription Services, unless this restriction is not permitted under applicable law; (b) copy, modify, translate, or create derivative works based on any portion of the Subscription Services (except to the extent expressly permitted by Company or authorized within the Subscription Services); (c) sell, rent, lease, pledge, assign or use the Subscription Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels contained in the Subscription Services; (e) use any portion of the Subscription Services for any fraudulent or unlawful purposes or in violation of any third party’s proprietary or contractual rights; (f) use any portion of the Subscription Services to build any products or services that are competitive to any portion of the Subscription Services or to create similar ideas, features, or functions of any portion of the Subscription Services; (g) interfere or attempt to interfere with the proper working of the Subscription Services or any other user’s use of the Subscription Services; (h) bypass any measures Company or its licensors may use to prevent or restrict access to the Subscription Services (or other accounts, computer systems or networks connected) scan or test vulnerability of the Subscription Services or related products and services without Company’s prior written consent; or (i) access any portion of the Subscription Services for any benchmarking, comparative or competitive purposes. Although Company has no obligation to monitor Customer’s use of the Subscription Services, Company may do so and may suspend or prohibit Customer’s access to or use of all or any portion of the Subscription Services without incurring any resulting obligation or liability, if it believes in its reasonable discretion that Customer or its agents may be (or alleged to be) in violation of the foregoing, and this does not limit any of Company’s other rights or remedies, whether at law, in equity, or under this Agreement.

Customer Data. Customer represents and warrants that Customer has all the rights, power and authority necessary to collect, share, and grant the rights granted herein to any data, images, video recordings, voice recordings, information, text, graphics, or other materials, including without limitation all Personal Data (as defined under applicable data protection laws), provided to Company by Customer and its Users for processing on Customer’s behalf (collectively referred to as “Customer Data”). Customer will be solely responsible for the accuracy, quality and legality of Customer Data. Customer hereby grants Company a worldwide, non-exclusive, royalty-free, sublicensable, license to host, copy, transmit, display, and otherwise process and use Customer Data, solely as necessary for Company to carry out its obligations and exercise its rights under this Agreement. For the avoidance of doubt, Company will not use the Customer Data for any other purpose, including for training any AI/ML models.

Third Party Products. Customer or its Users may choose to use the Subscription Services with certain Third Party Products (defined below). Use of Third Party Products is subject to Customer’s agreement with the relevant provider of such Third Party Products and are neither provided by Company nor governed by, or subject to, this Agreement. To the fullest extent permitted under applicable law, Company will have no liability for Customer’s or its Users’ use of Third Party Products, including their security, functionality, operation, availability, or interoperability or how the Third Party Products or their providers use Customer Data (including Personal Data). By enabling or otherwise using a Third Party Product with the Subscription Services, Customer hereby authorizes Company to access and exchange Customer Data with the Third Party Product on Customer’s behalf. “Third Party Products” means certain third party applications, integrations, systems, or services used by Customer, but not supplied by Company or used to provide the Subscription Services, that are designed to interoperate with the Subscription Services.

CONFIDENTIALITY; PROPRIETARY RIGHTS

Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Company’s Proprietary Information includes non-public information regarding features, functionality, and performance of the Services. Customer’s Proprietary Information includes non-public Customer Data. Except in performance of the Services or as otherwise permitted in this Agreement, the Receiving Party agrees: (a) not to use or divulge to any third party any such Proprietary Information, and (b) to give access to such Proprietary Information solely to those employees, advisors, contractors and agents with a need to have access thereto for purposes of this Agreement. The Disclosing Party agrees that the foregoing will not apply with respect to any Proprietary Information after 5 years following the disclosure thereof or any Proprietary Information that the Receiving Party can document: (i) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; or (ii) was in its possession or known by it prior to receipt from the Disclosing Party without restriction; or (iii) was or is rightfully disclosed to it without restriction by a third party; or (iv) was or is independently developed without use of any Proprietary Information of the Disclosing Party. If the Receiving Party is compelled by law to disclose Proprietary Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

Ownership. Customer owns and retains all right, title and interest (including all intellectual property rights) in and to (i) the Customer Data, and (ii) the Output. To the extent that ownership of the Output does not automatically vest in Customer, Company hereby assigns all of its right, title and interest in and to the Output to Customer. Company will own and retain all right, title and interest in and to: (a) the Subscription Services and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions, or other technology developed or used by Company in connection with the Services or support; and (c) all intellectual property rights related to clauses (a) and (b).

Usage Data. Notwithstanding anything to the contrary set forth herein, Company and its service providers shall be permitted to compile (i) statistical and other information related to the performance, operation and users’ use of the Subscription Services, and (ii) data related to identifiable users’ usage of features and functionality within the Subscription Services (collectively, “Usage Data”). For the avoidance of doubt, Usage Data excludes all Customer Data. Usage Data is used solely (i) for billing during the Term (as defined below), (ii) during and after the Term to implement, operate, maintain and improve the Services and to fulfill its obligations hereunder; (iii) and during and after the Term, and in aggregated and anonymized (as each such term is defined in any applicable privacy law, and provided that such aggregated and anonymized Usage Data cannot under any circumstances be reidentified to a natural person) form, to create statistical analyses and for research and product development. If Company discloses any Usage Data to third parties (other than to Company’s service providers who solely process Usage Data for Company’s benefit) for the foregoing purposes, such disclosure will be in a manner that does not identify, and cannot under any circumstances be reidentified to, Customer or its users.

Feedback. During the Term, Customer may provide Company with feedback concerning the Services, or Customer may provide Company with other comments and suggestions for new products, features, or improvements (collectively, “Feedback”). Customer grants Company an unrestricted, irrevocable right to use such Feedback in connection with the Services. All Feedback provided by Customer to Company shall be provided on an “as is” basis with no warranty. For the sake of clarity, (i) Customer is not obligated to provide Company with any Feedback under this Agreement, and (ii) under no circumstances will Customer Data or Customer Proprietary Information (Defined below) constitute Feedback under this Agreement.

PAYMENT OF FEES

Fees and Overages. Customer agrees to pay all fees charged to its account (“Fees”) according to the prices and terms in an Order Form. Fees are payable in U.S. dollars, unless otherwise agreed in an Order Form. Payments are nonrefundable and subscriptions are non-cancellable, except as provided in this Agreement.

Invoicing. Full payment for undisputed invoices must be received by Company within 30 days after Customer’s receipt of each such invoice. Overdue accounts are subject to suspension. Customer will be responsible for all taxes, including but not limited to sales and use tax and VAT, associated with the Services (other than U.S. taxes based on Company’s real property or net income).

TERM AND TERMINATION

Term. This Agreement will start on the Effective Date and will continue until terminated in accordance with this Section 5. The term of each Order Form shall be for the term set forth on the Order Form (“Initial Service Term”); thereafter the Order Form will renew for additional periods in accordance with the Order Form (each a “Renewal Term” and together with the Initial Service Term, the “Term”). The term of the Order Form will automatically renew for the same period set forth in the Order Form unless either party requests termination at least 30 days prior to the end of the then-current Initial Service Term or Renewal Term and Company will provide Customer with a notice of any price increase sixty (60) days prior to the next Renewal Term.

Termination. A party may terminate this Agreement or any Order Form for cause: (a) upon 30 days written notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Any termination of this Agreement shall automatically result in the termination of all Order Forms. In addition, this Agreement will automatically terminate if there are no Order Forms referencing this Agreement for a continuous period of 30 days.

Effect of Termination. If an Order Form is terminated by Customer in accordance with Section 5.2, Company will refund Customer any prepaid, unearned Fees. If an Order Form is terminated by Company in accordance with Section 5.2, Customer will pay any unpaid fees covering the remainder of the Term within thirty (30) days of termination. For the sake of clarity, in no event will termination relieve Customer of its obligation to pay any fees payable to Company for Services provided prior to termination. Company will provide Customer with a copy of all Customer Data in its possession if requested within thirty (30) days of the termination or expiration of the Agreement. Within sixty (60) days following termination or expiration of the Agreement and unless prohibited by law, Company will delete all Customer Data in its possession.

Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

PRIVACY AND SECURITY

Data Processing Addendum. The parties acknowledge and agree that the Data Processing Addendum that has been executed by the parties, or if no such agreement exists, the Data Processing Addendum which is available at www.argon-ai.com/data-processing-addendum/ (whichever is applicable, the “DPA”), is hereby incorporated herein by reference to the extent Customer provides Company with personal data that is subject to data protection laws for processing on Customer’s behalf.

Security Controls. Company shall implement and maintain a written information security program that incorporates administrative, technical, and physical safeguards designed to ensure the security, confidentiality, and integrity of Customer Data and all Customer Proprietary Information. Such safeguards will be commensurate with Company’s size and complexity, the nature and scope of its activities, and the sensitivity of the Customer Data and Customer Proprietary Information. In addition, Company is SOC 2 Type 2 compliant and will provide Customer with a copy of its SOC 2 Type 2 report upon request by Customer. Company will not process Customer Data except in accordance with this Agreement and the DPA. Upon request by Customer, Company will provide to Customer, without charge, copies of any, including the most recent versions of all, third-party audit or compliance certificates for the hosting provider that are available to Company and are allowed to be shared with third parties.

Security Breach. If Company suspects that there may be or has been unauthorized access or use of any Customer Data (a “Security Breach”), that party will promptly notify the other party with confirmation of such notification in writing. Company will take such actions and measures as may be reasonably necessary or appropriate to mitigate, or protect against, any loss, liabilities, or damages to Customer (including preventing any further Security Breach) and will keep Customer reasonably informed of all material developments in connection with such Security Breach.

Disaster Recovery. Company will have in place a disaster recovery plan for business continuity and infrastructure redundancy (“DRP”) in the event of any event or circumstance that could materially adversely affect the Subscription Services or continued operation of Company as required under this Agreement (a “Disaster”). During the Term, Company will (a) provide a copy of the DRP to Customer upon request and (b) periodically update and test the operability of the DRP. In the event of any Disaster, Company will implement the DRP and otherwise use all necessary continuous efforts to reinstate the affected Subscription Services as quickly as possible. Except as provided for herein, Company will have no responsibility for making or retaining back-up copies of Customer Data. In the event of any loss of or damage to Customer Data hosted by or on behalf of Company, Company will use commercially reasonable efforts to restore such lost or damaged Customer Data from the latest back-up of such Customer Data.

WARRANTY AND DISCLAIMER

Mutual Warranties. Each party represents and warrants that (a) this Agreement constitutes a valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement and (b) it will comply with all applicable laws in carrying out its obligations and exercising its rights under this Agreement.

Company Warranties. Company warrants that (a) the Subscription Services will operate in conformance with the description set forth in its user documentation that is made generally available by Company to its customers, in all material respects, and (b) the Professional Services will be provided in a professional and workmanlike manner. As Company’s sole and exclusive liability and Customer’s sole and exclusive remedy for the breach of the warranty set forth in this Section 7.2, Company will use commercially reasonable efforts to correct the Services to comply with such warranty without charge. If Company is unable to make the Services operate as warranted within 30 days after Customer’s written notice, then Customer or Company may terminate this Agreement and/or the applicable Order Form, and Company will refund any prepaid, unearned Fees.

Disclaimers.

The Subscription Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control; however, Company will use reasonable efforts to provide advance notice by email or within the Subscription Services of any scheduled service disruption.

Customer acknowledges that artificial intelligence and machine learning are rapidly evolving fields of study. Company is working to improve the Subscription Services to make them more accurate, reliable, safe, and beneficial. Given the non-deterministic nature of machine learning, use of the Subscription Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts. Accordingly, Customer understands and further agrees that:

Output may not always be accurate. Customer should not rely on Output from the Subscription Services as a sole source of truth or factual information, or as a substitute for professional advice.

Customer must evaluate Output for accuracy and appropriateness for Customer’s use case, including using human review as appropriate, before using or sharing Output.

Customer must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.

The Subscription Services may provide incomplete, incorrect, or offensive Output that does not represent Company’s views. If Output references any third party products or services, it doesn't mean the third party endorses or is affiliated with Company.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.

INDEMNITY

By Company. Company will indemnify, defend and hold harmless Customer and its shareholders, officers, directors, employees, affiliates and agents (each a “Customer Indemnified Party”) from and against any and all damages, liabilities, costs, expenses, and losses (including, without limitation, reasonable legal fees) (“Losses”) incurred by such Customer Indemnified Party arising out of any claim, suit, action or proceeding by a third party to the extent that such Losses arise from allegations that the Subscription Services infringe, misappropriate, or violate any U.S. intellectual property rights. If any portion of the Subscription Services becomes, or in Company’s opinion is likely to become, the subject of a claim of infringement, Company may, at Company’s option: (i) procure for Customer the right to continue using the Subscription Services; (ii) replace the Subscription Services with non-infringing software or services that do not materially impair the functionality of the Subscription Services; (iii) modify the Subscription Services so that it becomes non-infringing; or (iv) terminate this Agreement and refund any prepaid, unearned fees to Customer, and upon such termination, Customer will immediately cease all use of the Subscription Services. Notwithstanding the foregoing, Company will have no obligation under this section or otherwise with respect to any infringement claim based upon: (x) any use of the Services not in accordance with this Agreement; (y) any use of the Services in combination with other products, equipment, software or data not supplied by Company; or (z) any modification of the Services by any person other than Company or its authorized agents. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDY AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED ACTIONS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.

By Customer. Customer will indemnify, defend and hold harmless Company and its shareholders, officers, directors, employees, affiliates and agents (each a “Company Indemnified Party”) from and against any and all Losses incurred by such Company Indemnified Party arising out of any claim, suit, action or proceeding by a third party that arises from (a) the Customer Data (excluding claims or actions arising from Company’s unauthorized use of Customer Data), or (b) Customer’s breach of Sections 2.2 or 2.3.

Procedure. Each party’s obligations set forth above are expressly conditioned upon each of the foregoing: (a) the party seeking indemnification (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”) in writing of any threatened or actual claim or suit, except that the Indemnified Party’s failure to promptly notify the Indemnifying Party will not affect the Indemnifying Party’s obligations hereunder except to the extent that such delay prejudices the Indemnifying Party’s ability to defend such claim or suit; (b) the Indemnifying Party will have sole control of the defense or settlement of any claim or suit, except that the Indemnifying Party may not settle a claim or suit without the Indemnified Party’s prior written consent (not to be unreasonably withheld) if the settlement requires the Indemnified Party to admit any liability or take any action or refrain from taking any action (other than ceasing use of infringing materials); and (c) the Indemnified Party will cooperate with the Indemnifying Party to facilitate the settlement or defense of any claim or suit.

LIMITATION OF LIABILITY. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR: (A) ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, OR (B) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

MISCELLANEOUS

Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Assignment. This Agreement is not transferable or assignable by either party, whether in whole or in part, without the prior written consent of the other party, except that either party may transfer or assign this Agreement to an affiliate or in a merger, consolidation or sale. Subject to the foregoing, this Agreement and each and every provision hereof, will be binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.

Customer Affiliates. An Affiliate of Customer may purchase Services subject to the terms of this Agreement by executing Order Forms with Company hereunder. By entering into an Order Form hereunder, the Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. An entity that becomes an Affiliate of Customer after the Effective Date (an “Acquired Entity”) will not be entitled to any Services provided under any Order Form entered into by Customer or any of its Affiliates prior to the date on which the Acquired Entity became an Affiliate of Customer if such Order Form provided for an unlimited quantity of Services in any regard (e.g., unlimited usage or unlimited seats) (an “Unlimited Order Form”). If an entity ceases to be an Affiliate of Customer during the term of this Agreement (a “Divested Entity”), the Divested Entity shall not be entitled to any Services provided under an Unlimited Use Order Form without Company’s prior written consent, which shall not be unreasonably withheld.

Publicity. Company may identify Customer as a user of the Services by referencing Customer's name and logo, provided that Company will cease making such references after receiving written notice from Customer to do so. In addition, Customer agrees to reasonably cooperate with Company in connection with publishing a case study regarding Customer's use of the Services; provided, however, such case study shall be subject to Customer's prior review and approval, not to be unreasonably withheld.

Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein; provided, however, Company may modify this Agreement during the Initial Term or any Renewal Term, but such modifications shall not become effective until the next Renewal Term.

Export. Customer may not remove or export from the United States or allow the export or re-export of the Services, or any portion thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

No Agency. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever. Company is an independent contractor of Customer. Company is solely responsible and liable for its own taxes, insurance premiums and employment benefits. No Company employee is eligible for any benefits (including stock options, health insurance or retirement benefits) provided by Customer to its employees. Company will not make any commitment binding on Customer or represent that it has authority to do so.

Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

Injunctive Relief. Each party acknowledges and agrees that, in the event of any breach of this Agreement by such party, the other party could be irreparably and immediately harmed and may not be made whole by monetary damages. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled in law or equity, a party shall be entitled to seek an injunction or injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Agreement and/or to compel specific performance of this Agreement.

Notice. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Company will be sent to Argon AI, Inc., 150 W 25th Street, Suite 1001, New York NY 10001, Attention: Legal Department, with a copy to legal@argon-ai.com or to such other address as Company designates in writing. Notices to Customer will be sent to the address stated in the most recent Order Form on file for Customer or to such other address as Customer designates in writing.

Governing Law; Jurisdiction. This Agreement will be governed by the laws of the State of New York without regard to its conflict of laws provisions. Each party irrevocably agrees that the state and Federal courts located in the Southern District of New York will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.