Master Terms and Conditions

1. Definitions

• "Anonymized Data" means data that has been aggregated and anonymized deriving from Client's and its Authorised Users' use of the Noda Platform (as defined below).
• "Authorised Users" means the individuals to whom Client grants permissions to access the Noda Platform under Client's Account.
• "Client Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client, including its Authorised Users, through the Noda Platform.
• "Client Materials" means information, data (including Client Data), systems, hardware, Equipment, premises, and other materials used for the Noda Offering.
• "Documentation" means user manuals, handbooks, and guides relating to the Noda offering provided by Noda to Client either electronically or in hard copy form.
• "Personal Data" means any data that is classified as personal information, personal data, personally identifiable information, or similar under applicable data privacy and security laws and regulations.
• "Equipment" means the hardware utilised by the Client as part of the Noda Offering contemplated by this Agreement.
• "Noda Platform" means the software provided by Noda in order to provide the Services contemplated by this Agreement.

2. Noda Offering

2.1 Offering. Noda will provide Client with the Noda Platform, Equipment (as applicable), and other Services identified in the Order Form (the "Noda Offering"). Where the Order Form includes Equipment, or on-site installation services, the applicable Deployment & Equipment Addendum incorporated by reference in the Order Form shall govern those components.

2.2 Usage Restrictions. Client will not and will not permit or enable its Authorised Users or any third parties to use the Noda Offering other than as permitted in the Agreement. Except to the extent expressly permitted under this Agreement, Client will not, and will not permit or enable any Authorised Users or third parties to: (a) upload, transmit, or distribute to or through the Noda Offering any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) violate any applicable law or third-party rights in its use of the Noda Offering; (c) copy, modify, distribute, adapt, create derivative works of, reverse engineer, disassemble, or decompile any part of the Noda Offering, except as expressly provided for in the Agreement; (d) lease, licence, resell, assign or otherwise commercially exploit the Noda Offering to any third party; (e) use the Noda Offering in order to build a competitive product; (f) remove any proprietary notices from the Noda Offering; (g) use the Noda Offering in a way that could damage, disable or compromise Noda's systems or security or interfere with other users; (h) disclose to any third party the results of any benchmark tests or other evaluation of the Noda Offering; or (i) allow any third party who is not an Authorised User to access the Noda Offering.

3. Noda Platform Subscription

3.1 Account. Use of and access to the Noda Platform requires registration of an account ("Account"). Client is responsible for all activities that occur under Client's Account and by its Authorised Users. Client will and will ensure that its Authorised Users keep its Account credentials, including password information, secure and not share such information with any third party, including other Authorised Users.

3.2 Right to Access. Subject to the provisions of this Agreement, Noda hereby grants Client a limited, revocable, non-exclusive, non-transferable right to access and use the Noda Platform during the Term solely for use by Client's Authorised Users for the Noda Offering within the Properties as provided for in the Order Form.

3.3 Suspension. Noda may temporarily suspend Client's and its Authorised Users' access to the Noda Platform if Noda reasonably determines or suspects that: (a) there is a threat or attack on the Noda Platform; (b) Client's or its Authorised Users' use of the Noda Platform disrupts or poses a security risk to the Noda Platform or to any other customer, partner, or vendor of Noda; (c) Client or its Authorised Users are using the Noda Platform in breach of the terms of this Agreement, including non-payment of Fees, or for fraudulent or illegal activities; (d) any information provided by Client or its Authorised Users on its Account is untrue, inaccurate, not current, or incomplete; (e) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; (f) Noda's provision of the Noda Platform is or becomes prohibited by applicable law; or (g) any vendor of Noda has suspended or terminated Noda's access to or use of any third-party services or products required to enable Client's access to the Noda Platform. Noda will provide written notice of any such suspension and provide updates regarding resumption of access to the Noda Platform. Noda will use commercially reasonable efforts to resume providing access to the Noda Platform as soon as reasonably possible after the event giving rise to the suspension is cured. Noda will have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that Client or its Authorised Users may incur as a result of a suspension under this section. If a suspension under this section continues for sixty (60) days or more because the event giving rise to the suspension is not cured, Noda may terminate the Agreement by written notice. Notwithstanding the foregoing, if such a suspension is the result of an event identified in subsections (c) or (e), Noda reserves the right to terminate the Agreement in accordance with its rights set forth in Section 6.2.

4. Support and Other Services

4.1 Support and Service Level Agreement. Noda will provide support services in accordance with Noda's Service Level Agreement, available at noda.ai/service-level-agreement, and which may be updated from time to time by Noda.

4.2 Training and Other Services. Noda will make commercially reasonable efforts to provide Client with standard initial training on how to use the Noda Offering as well as other Services listed in the Order Form in accordance therein.

5. Payment

5.1 Fees. Client will pay to Noda the fees, expenses, and other payments in the amounts and manner as set out in the Order Form (the "Fees"). Fees will be initially invoiced on the Agreement Effective Date, then in accordance with the terms of the Order Form and due within thirty (30) days of the applicable invoice date. Client is responsible for paying applicable shipment charges and local customs and duties. Except as expressly provided for in this Agreement: (a) Fees for the Noda Platform subscription are payable for (and Noda may invoice for such Fees) the entirety of the then current term (whether Initial Term or Renewal Term); and (b) once paid, all Fees are non-refundable. Client may not withhold or set-off any amounts due under the Agreement.

5.2 Taxes and Charges. Fees quoted in the Agreement do not include, and Client will pay, indemnify and hold Noda harmless from, all value-added, personal property, or other taxes, and all applicable duties, tariffs, assessments, import fees, geographic certification warranties, local compliance costs or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with the Agreement, other than taxes based on the net income or profits of Noda.

6. Term and Termination

6.1 Term. Unless terminated in accordance with the termination provisions below, the term of the Agreement will commence on the Agreement Effective Date and continue for such time as set forth in the Order Form (the "Initial Term"). At the end of the Initial Term, this Agreement shall automatically renew for consecutive one (1) year periods (each a "Renewal Term" and, together with the Initial Term, the "Term") unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the expiration of the Initial Term or subsequent Renewal Term.

6.2 Termination. Either Party may terminate the Agreement: (a) upon thirty (30) days prior written notice to the other Party in the event that the other Party materially breaches the Agreement, including for non-payment of Fees, and the breaching Party has failed to cure such breach to the notifying Party's reasonable satisfaction within such notice period; or (b) by giving notice in writing to the other Party in the event that the other Party becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed, or a petition in bankruptcy is filed with respect to the other Party and is not dismissed within thirty (30) days.

6.3 Property Sale. Upon thirty (30) days' prior written notice, Client may terminate the Agreement with respect to a particular Property upon the sale of such Property by Client to an unaffiliated third party provided Client pays all Fees due for such Property through the end of the following billing period set forth in the Order Form in which such notice is provided. Client will make all reasonable efforts to introduce Noda to the incoming third-party owner and/or incoming management agent within five (5) working days of serving written notice of sale.

6.4 Effects of Termination. Upon termination or expiration of the Agreement for any reason: (a) all access rights and licences granted by either Party shall terminate; and (b) within thirty (30) days after the termination date, each Party will comply with the obligations to return or destroy all Confidential Information of the other Party as set forth herein. The rights with respect to ownership, removal, or continued use of any Equipment subject to this Agreement will be governed by the applicable Addendum.

6.5 Survival.The following provisions will survive any termination or expiration of this Agreement for any reason: Section 5 (Payment), Section 6.4 (Effects of Termination), Section 7 (Confidentiality, Privacy, and Security), Section 8.1 (Intellectual Property Ownership), Section 9.3 (Disclaimers), Section 11 (Liability & Indemnification), and Section 12 (Dispute Resolution & Governing Law).

7. Confidentiality, Privacy, and Security

7.1 Scope of Confidential Information. "Confidential Information" of a Party means any and all sensitive technical, financial, business, organisational, and other information disclosed by such Party (the "Disclosing Party") to the other Party (the "Receiving Party") under this Agreement that is designated as confidential or should reasonably be deemed confidential by the nature of the information or circumstances of disclosure, and includes but is not limited to Personal Data. Notwithstanding the foregoing, except where the information is Personal Data, Confidential Information will not be deemed to include information where the Receiving Party can demonstrate with competent documented evidence that such information: (a) was in the public domain at the time it was disclosed; (b) entered the public domain subsequent to disclosure, through no fault of the Receiving Party; (c) was in the Receiving Party's possession free of any obligation of confidence at the time of disclosure; (d) was rightfully communicated to the Receiving Party by a third party lawfully in possession of such information and without a breach of such third party's obligations of confidentiality; or (e) was independently developed by employees or agents of the Receiving Party who had no access to any of the Disclosing Party's Confidential Information, or consists only of information commonly known to persons reasonably skilled in the Receiving Party's industry.

7.2 Duty of Confidentiality. The Receiving Party will hold in strict confidence any Confidential Information of the Disclosing Party. The Receiving Party will adhere to industry best practices for securing the Confidential Information so as to reasonably ensure that such Confidential Information is not lost, stolen or otherwise used, modified or accessed by any unauthorised person. The Receiving Party will have the limited right to use the Confidential Information only to perform its obligations or exercise its rights under the Agreement. The Receiving Party may disclose or distribute Confidential Information to: (a) its officers, directors, employees, and permitted subcontractors who have a business need to know; and (b) its attorneys, accountants, consultants, agents, independent contractors or professional advisors ("Receiving Party Agents") who (i) have a business need to know and (ii) are subject to fiduciary, professional or written obligations of confidentiality sufficient to provide protections substantially similar to those set forth herein. The Receiving Party will remain ultimately responsible for use, disclosure or distribution of Confidential Information by the Receiving Party Agents. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorised disclosure.

7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by a valid subpoena, disclosure order or investigative demand of a court or other governmental agency having jurisdiction, provided that: (a) the Receiving Party provides the Disclosing Party with prompt written notice prior to such disclosure (unless prohibited by court order); (b) the Receiving Party makes a reasonable effort to obtain a protective order preventing or limiting the disclosure; and (c) the Receiving Party provides the confidentiality protections under these Terms for any Confidential Information so disclosed for all purposes other than such legally compelled disclosure.

7.4 Return or Destruction. Upon termination or expiration of the Agreement, or upon reasonable written request of either Party, each Party will promptly return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party's Confidential Information and all copies thereof in physical or electronic form. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information that are stored on the Receiving Party's IT backup and disaster recovery systems until the ordinary course deletion thereof, or for legal and bookkeeping purposes in compliance with its reasonable recordkeeping policies and procedures.

7.5 Confidentiality Survival. Each Party's confidentiality obligations will survive the expiration or termination of the Agreement and will be binding upon such Party's heirs, successors, and assigns for three (3) years from the termination or expiration of the Agreement; provided further that: (a) with respect to Confidential Information that constitutes a trade secret under applicable law and is identified as such by the Disclosing Party, such rights and obligations will survive until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party; and (b) with respect to Personal Data disclosed by the Disclosing Party hereunder, the survival period will last for the period of time required under the applicable data protection laws.

7.6 Privacy and Security. Client acknowledges that Noda's use of Client Data, insofar as it amounts to Personal Data, is subject to the Noda Privacy Policy, available at noda.ai/privacy-policy, which may be updated from time to time by Noda. Client will not collect, store, process, or otherwise submit any Client Data that is Personal Data within or to the Noda Platform except to the extent allowed in the applicable Order Form. Client will use and ensure its Authorised Users use no less than industry standard measures in maintaining the physical, technical, and administrative safeguards in its use of the Services and for all Client Materials.

8. Data and Intellectual Property

8.1 Intellectual Property Ownership. As between the Parties: (a) Noda owns all right, title, and interest, including all intellectual property rights, in and to the Anonymized Data and all components of the Noda Offering (except to the extent explicitly transferred herein), and any improvements, enhancements or modifications thereto or derivative works thereof; and (b) Client owns all right, title, and interest, including all intellectual property rights, in and to Client Materials. Noda reserves all rights not expressly granted to Client in the Agreement. Except for the limited rights and licences expressly granted under the Agreement, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the Noda Offering.

8.2 Feedback. If Client, an Authorised User, or any of their affiliates, personnel, contractors, agents, or representatives ("Client Representatives") provide comments, suggestions, or other feedback in any medium in relation to any of the Noda Offering, including without limitation suggested new features or functionality ("Feedback"), the Parties agree that Noda will treat the Feedback as non-confidential to Client. Client hereby assigns to Noda, and will cause Client Representatives to assign, all right, title, and interest in any intellectual property rights contained in the Feedback to Noda, and agrees that Noda is free to use the Feedback without any attribution or compensation to Client, Client Representatives, or any third party.

8.3 Client Materials. Client is solely responsible for: (a) obtaining all required third party consents and making all required third party disclosures regarding Client Materials in accordance with applicable laws and agreements with third parties where applicable; (b) the development, content, operation, maintenance, and use of Client Materials. Client hereby grants to Noda a transferrable, sub-licensable, royalty-free, fully paid-up worldwide licence to copy, use, reproduce, modify, develop, collect, distribute and store Client Materials for the purpose of providing the Noda Offering and exercising any rights provided for under this Agreement, including the right to create Anonymized Data from Client Data. In providing the Noda Offering, Noda will use the Client Materials "as is". Client acknowledges, understands, and agrees that Noda is not responsible for reviewing, validating, or otherwise confirming the accuracy, appropriateness, or completeness of Client Materials.

8.4 Anonymized Data. Client acknowledges that upon creation, Noda will own all intellectual property rights in the Anonymized Data and may use the Anonymized Data for any lawful purpose.

8.5 Third-Party Components. The Noda Offering may make use of software, code, or related materials created by third parties, including without limitation open source or freeware software ("Third-Party Components"), which may be subject to licence terms in addition to the Agreement. Client acknowledges and agrees that these accompanying licence terms govern their use. Nothing in the Agreement limits Client's rights under, or grants Client rights that supersede, the licence terms that accompany any Third-Party Components. Noda will pass through to Client any warranty or other rights it receives for any Third-Party Components and reasonably cooperate with Client in enforcing such rights, at Client's expense. Noda provides no warranty, express or implied, with respect to any Third-Party Components, and expressly disclaims any warranty or condition of merchantability, fitness for a particular purpose, title, and non-infringement with respect to such Third-Party Components.

9. Representations and Warranties

9.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) the person executing this Agreement is duly authorized and has the legal capacity to execute and deliver this Agreement; (b) it has all necessary rights and authority to enter into, execute, and perform its obligations under this Agreement; and (c) the execution of this Agreement and the performance of its respective obligations hereunder do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound.

9.2 Client Representations and Warranties. Client represents and warrants to Noda that: (a) it owns all right, title, and interest, including all intellectual property rights, or has the requisite rights in and to Client Materials, including Client Data; (b) both Client Materials and Client's and its Authorised Users' use of the Noda Offering are in compliance with the Agreement; (c) Client Materials and any Authorised User's use of Client Materials will not violate any policy or terms referenced in or incorporated into the Agreement or any applicable law; (d) it has all necessary authorization to purchase, pay for, and implement the Noda Offering indicated in the Order Form; (e) all information provided to Noda, including information provided by Client or its Authorised Users on its Account, is and will remain during the term of the Agreement, true, accurate, current, and complete.

9.3 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE NODA OFFERING IS PROVIDED "AS IS." NODA HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER THIS AGREEMENT. NODA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLIENT WILL NOT GIVE OR MAKE WARRANTIES OR REPRESENTATIONS ON BEHALF OF NODA AS TO QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER FEATURES OF THE NODA OFFERING OR RESULTS THEREOF. NODA DOES NOT WARRANT THAT THE NODA OFFERING WILL BE ERROR FREE OR WITHOUT INTERRUPTIONS. NODA DOES NOT PROVIDE ANY REPRESENTATION, WARRANTY, OR GUARANTEE IN RELATION TO THE ACCURACY OF ANY DATA GENERATED FROM THE NODA OFFERING AND WILL HAVE NO LIABILITY WITH RESPECT TO HOW THE DATA IS USED AND RELIED UPON, ANY ANALYSIS CREATED IN CONNECTION WITH THE DATA, OR ANY RESPONSIBILITY FOR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN CONNECTION WITH SUCH.

10. Trial Version(s)

During the term of this Agreement, Noda may from time-to-time permit Client, in its sole option, to access and use early access, beta, or trial versions of all or certain features of the Noda Platform ("Trial Version"). Trial Versions are for evaluation purposes, such as for testing, confirming, or training. The Trial Version may be used only by Client to review, evaluate, and demonstrate the Noda Offering internally or as otherwise stated in an Order. Except to the extent permitted under an Order, Client will not: (a) use the Trial Version for any commercial purposes whatsoever, including but not limited to training, application deployment, or production purposes; (b) disclose the results of performance benchmarks obtained using the Trial Version to any third party without Noda's prior written consent; or (c) access or use the Trial Version under more than one access credential.

CLIENT UNDERSTANDS AND AGREES THAT TRIAL VERSIONS ARE STILL IN THEIR TESTING PHASE AND ARE BELIEVED TO CONTAIN DEFECTS. A PRIMARY PURPOSE OF THE TRIAL VERSIONS IS TO OBTAIN FEEDBACK ON PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. EXCEPT TO THE EXTENT EXPLICITLY PROVIDED FOR IN AN ORDER, ANY TRIAL VERSIONS MADE AVAILABLE BY NODA TO CLIENT WILL BE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS: (a) WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY (TO THE FULLEST EXTENT PERMITTED BY LAW); (b) WITHOUT ANY OBLIGATION OF NODA TO PROVIDE ANY SUPPORT SERVICES OR SERVICE LEVEL AGREEMENTS INCLUDING ANY SERVICE CREDITS; AND (c) WITHOUT ANY RIGHT TO INDEMNITY FOR CLIENT'S ACCESS TO, AND USE OF, THE TRIAL VERSION.

11. Liability and Indemnification

11.1 Limitation of Liability. In no event will either Party be liable to the other Party for any: (a) indirect, incidental, punitive, special, or consequential loss or damages; lost savings, income, profit, data, use, or goodwill; (b) business interruption; or (c) personal or property damage arising out of or in any way connected to the Agreement; in each case even if notified in advance of such possibility, and regardless of cause of action or the theory of liability, whether in contract, tort or otherwise. The total aggregate liability of either Party in connection with or under the Agreement in relation to all claims and liabilities occurring within each consecutive 12-month period will not exceed the Annual Software Fees paid or to be paid in that relevant twelve (12) month period.

11.2 Exclusions to Limitations. The Parties' liability for the following types of liability will not be subject to limitation or exclusion: (a) death or personal injury caused by negligence; (b) fraud, fraudulent misrepresentation, or willful misconduct; (c) liability that cannot be excluded or limited by law; (d) Client's obligation to pay the Fees and the costs of collection; (e) Client's indemnification obligations hereunder; and (f) either Party's confidentiality obligations under Section 7.

11.3 Noda Infringement Indemnification. Noda will indemnify, defend, and hold Client harmless from and against any third party claims, suit, action, or proceeding and pay any losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable legal fees ("Claims"), awarded against Client in a final judgment arising out of a third-party claim that the Noda Platform or Purchased Equipment infringes or misappropriates any intellectual property right of any third party.

11.4 Mitigation. If a third-party claim is made in accordance with the above provision, or Noda anticipates such a third-party claim will be made, Client agrees to permit Noda, at Noda's sole discretion, to: (a) modify or replace the Noda Platform or Purchased Equipment, or any component or part thereof, to make it non-infringing, or (b) obtain the right for Client to continue use the Noda Platform or Purchased Equipment, as the case may be. If Noda determines that neither alternative is reasonably available, Noda may terminate the Agreement immediately on written notice to Client. In such case, Noda will refund the amount of the Annual Software Fee that Client prepaid for the unused period and portion of the subscription for the Noda Platform. THESE PROVISIONS SET FORTH CLIENT'S SOLE REMEDIES AND NODA'S SOLE LIABILITY AND OBLIGATION FOR ANY THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS OR ACTIONS.

11.5 Exclusions to Infringement Indemnification. The above infringement indemnification obligations of Noda will not apply to the extent that any such third-party claim arises from: (a) a use of an outdated version of the Noda Offering after written notice of a new version and reasonable cure period, if the infringement would have been avoided by use of the current version; (b) any modification of the Noda Offering by any person other than Noda or its authorized agents or subcontractors; (c) the combination or use of the Noda Offering with products, software, equipment, or other materials not supplied by Noda; (d) any use of the Noda Offering not in accordance with this Agreement or for purposes not intended by Noda; or (e) Client Materials, including Client Data.

11.6 Client Indemnification. Client will indemnify, defend, and hold harmless Noda and its officers, directors, shareholders, employees, agents, affiliates, successors, and assigns from and against any and all Claims arising from or relating to: (a) Client Materials, including Client Data; (b) misuse of the Noda Offering, including any Purchased Equipment; (c) use of the Noda Offering in combination with any third-party software, application, or service not supplied by Noda; (d) Client's breach of Section 7 (Confidentiality, Privacy, and Security), Section 8 (Data and Intellectual Property), or Section 9 (Representations and Warranties); (e) Client's negligent acts or omissions or willful misconduct; or (f) Client's violation of any applicable law or regulation.

11.7 General Indemnity Provisions. In all cases in which a Party seeks indemnification and/or defense hereunder, the indemnitee shall provide the indemnitor with prompt written notice of such Claim, reasonable cooperation and assistance to the indemnitor in connection with such Claims, and full control and authority to investigate, defend and settle such Claims, subject to prior approval by the indemnitee. The indemnification obligations of each Party do not apply to the extent that a Claim arises out of the other Party's violation of this Agreement. The indemnitee may participate in the defence at its own cost.

12. Dispute Resolution and Governing Law

The Agreement (and all related non-contractual obligations in relation to it) will be governed by and construed in accordance with the laws of the State of Delaware, United States. In the event of any controversy or claim arising out of or relating to this contract, or the breach thereof, the Parties agree first to try and settle the dispute by mediation, administered by the American Arbitration Association ("AAA") under its Commercial Mediation Procedures where the Client is located in the United States, and by the International Centre for Dispute Resolution under its Mediation Rules where the Client is located outside the United States. The mediation shall take place in the State of Delaware, unless the Parties agree otherwise in writing. The Parties shall select a mediator from the AAA's panel of mediators with expertise in the relevant industry. The costs of mediation shall be shared equally between the Parties. If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract will be settled by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The seat of arbitration will be in the location where the non-initiating Party of the dispute has an office (at the non-initiating Party's option where it has multiple offices) and the number of arbitrators will be three (3). Notwithstanding the foregoing, each Party acknowledges that its breach of the intellectual property or confidentiality provisions under these Terms may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief, as well as such further equitable relief as may be granted by a court of competent jurisdiction.

13. Miscellaneous

13.1 Notices. Notices sent to either Party will be effective when delivered in person or by email: (a) one (1) day after being sent by overnight courier; (b) three (3) days after being sent by first class mail postage prepaid; or (c) if sent by email, immediately after being received by the other Party's server. Notices must be in writing and sent to the respective email or postal address as set out in the relevant Order Form. A Party may change its contact information by giving notice of such change to the other Party.

13.2 Independent Contractors. The Parties' relationship to one another is that of an independent contractor, and nothing in this Agreement is intended to create a partnership, joint venture, or agency relationship between them.

13.3 Waiver and Severability. No delay or omission by either Party to exercise any right or remedy provided for by law or under this Agreement will operate to waive, limit, or otherwise affect that right or remedy. The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, and the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

13.4 Assignment. Client may not assign or transfer the Agreement to any third party without Noda's prior written consent, except where the third-party controls, is controlled by, or is under common control with Client. Noda may assign or transfer the Agreement or any rights or obligations hereunder to any third party without Client's consent. Any assignment or transfer in violation of this section will be void, and the terms of the Agreement will be binding upon and inure to the benefit of the Parties' successors and permitted assignees.

13.5 Force Majeure. Neither Party shall be deemed to be in breach of this Agreement and be liable to the other Party for any failure or delay in the performance of its duties, obligations, or responsibilities hereunder due to an event which is beyond its reasonable control, such as strikes, riots, blockade, war (whether a declaration of war is made or not), invasion, act of foreign enemies, mobilisation, pandemic, epidemic or other public health emergency, natural disaster, earthquake, flood, fire, hurricane, tornado, radiation, other toxic or hazardous contamination, nuclear accident or explosion, refusal of licence by government or other stipulations or restrictions by the authorities, restrictions on commodities or supplies, internet service failures, delays or availability issues (including downtime or service outages), or any other cause beyond such Party's reasonable control ("Force Majeure Event"). Notwithstanding the foregoing, a Force Majeure Event does not extinguish Client's obligations to pay the applicable Fees hereunder.

13.6 Entire Agreement and Order of Precedence.This Agreement constitutes the entire agreement between the Parties regarding the Noda Offering, and supersedes any other prior oral or written understandings and agreements of the Parties regarding the Noda Offering, and any other agreements prior to or entered into hereafter that is not explicitly referenced in or incorporated into this Agreement. Where there are any direct and irreconcilable conflicts between the provisions of such documents, the following order of precedence will govern: (a) Order Form Section F (Special Terms), solely for the scope of that Order Form; (b) the remainder of the Order Form, solely for the scope covered under such Order Form; (c) the applicable Scope of Work(s), solely for the scope covered under such Scope of Work; (d) the applicable Installation & Equipment Addendum, solely for the scope covered therein; (e) these Terms; (f) Service Level Agreement and policy documents, unless expressly stated otherwise.

13.7 Modifications and Amendments. This Agreement shall not be modified by except by a written agreement between the Parties, provided that Noda has the right to modify these Terms at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Noda Offering by posting the modified terms or changes at noda.ai/terms-and-conditions. If any such modifications are to commercial terms in the Agreement and they are not acceptable to Client, Client must notify Noda in writing of its objection thereto within thirty (30) days of the posting of such modification. If such written notification is not made by Client during the applicable thirty (30)-day period, continued use of the Noda Offering by Client will constitute its binding acceptance of the applicable changes to the commercial terms. For the avoidance of doubt, Client may not object to changes to non-commercial terms.