Fairgen Digital Twins Terms of Use

Terms and Conditions - Fairgen Digital Twins Platform

Welcome to Fairgen Digital Twins Platform

By connecting to, accessing, or using our online digital twins platform (the "Platform"), and the related Services (as defined below) you acknowledge that you have read and understood these terms of service (the "Terms of Service"), including our Privacy Policy located at https://www.fairgen.ai/legal/privacy-policy (the "Privacy Policy", and collectively with the Terms of Service, the "Terms") and you agree to be bound by the Terms and to comply with all laws and regulations that apply to your use of the Services. These Terms constitute a legal agreement between you ("you" or "Customer") and Fairgen Ltd. ("Company", "Fairgen", "we" or "us"). Each Customer and Company, a "Party" and together the "Parties".

Our services may include any of the following (collectively, the "Services") (i) Access to the Platform, including the Fairgen Marketplace (as defined below) and Fairgen Private Account (as defined below); and (ii) any other related services, support or materials that Fairgen may make available.

If you are using the Services on behalf of an organization which you are employed by or otherwise affiliated with, you represent and warrant that you have the authority to bind such organization to these Terms. If you do not agree to these Terms, or if you do not have such authority, you may not access or use the Services.

1. Definitions

1.1 "Account" shall have the meaning attributed to it in Section 3 below.

1.2 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or other ownership interest of such entity.

1.3 "Credit(s)" means such number of credit units which may be used to consume the Service as described in Section 2 below.

1.4 "Data Set(s)" means sets of real data uploaded to the Platform (or otherwise provided to Company) by either a Customer or a Partner and licensed to Company for the creation of Digital Twin(s).

1.5 "Digital Twin(s)" means a virtual model that simulates populations, demographic segments, or individual-level behaviors by reproducing statistical patterns learned from a certain real dataset, for research, analytics, and business insights.

1.6 "Fairgen Marketplace" means the Fairgen online marketplace enabling Customer to access and use certain Digital Twin(s) made available therein that have been created by Fairgen using Partner's Data Set(s).

1.7 "Fairgen Private Account" means a non-public account on the Platform, made available to subscribing Customer(s) and enabling such Customers to upload Customer sourced Data Sets for the purpose of generating Digital Twin(s) via the Platform, and to use such Digital Twin(s) for Customer(s)' business purposes.

1.8 "Private Twin(s)" means Digital Twin(s) generated by Customer via the Platform by leveraging and integrating the Customer sourced Data Set(s).

1.9 "Partner" means Fairgen's Data Sets third-party suppliers.

1.10 "Output" means results or content generated for Customer by the Service and Platform, in response to Customer's queries, tasks and/or inputs to the Platform, including Private Twin(s), Digital Twin(s), studies/analyses, synthetic audience responses, reports, summaries and such other items as may be offered by the Platform from time to time.

2. Right to Use; Use Restriction

2.1 Right to Use. Subject to your compliance with the Terms, and within the scope and usage limits of your fully paid-up Subscription Plan, and unless otherwise agreed in writing between you and Company, Company grants you a limited, worldwide, non-exclusive, non-sublicensable, non-transferable right to use and access Services, all solely for internal business purposes. Except as stated above, no other rights in or to the Services are granted.

2.2 Use Restrictions. You may not and you shall not permit any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, reverse engineer, compile, decompile, disassemble or reproduce the Services, Platform, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Company and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, Platform, or any content, (iii) transmit, distribute, display or otherwise make available through or in connection with the Services any content, in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (iv) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (v) use the Services for and/or in connection with any illegal conduct; (vi) access and/or use the services, or any component thereof or content therein in order to build a competitive product or service; or (vii) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services or the Platform.

2.3 Modification of the Services. Company may update or change the Services or replace, modify, discontinue or otherwise alter some of the capabilities, features, or abilities thereof. Company may at any time, in its sole discretion add or remove supported features and/or capabilities from the Services. Customer's sole remedy in the event of such changes shall be, where such changes reflect a material decrease in functionality, to discontinue any use of the applicable Services. Company also reserves the right to remove a certain Digital Twin(s) from the Fairgen Marketplace at any time in its sole discretion. Company will endeavor, but is not required, to provide reasonable notice of such removal. Digital Twin(s) may be removed due to quality issues, Partner's agreement termination, compliance concerns, customer complaints, or for any other reason determined by Company. Fairgen does not guarantee that any particular Digital Twin(s) will remain available in the Fairgen Marketplace for any period of time.

2.4 Credits Limit; Credit Expiration. Customer's use of the Services is subject to the usage limits associated with the number of Credits granted under the Customer's selected Subscription Plan, as further detailed in Section 10 below.

Credits are consumed at the rates set forth in the Credit Schedule published at the Settings of the platform. The applicable credit rate depends on the type of Service action performed and the quality tier of the audience involved.

Credits are prepaid, non-redeemable for cash or any monetary other value, and are non-refundable except as specifically provided herein. The Company may, at its discretion, restore Credits to the Customer's account in the event of a Service error.

Unused Credits expire at the end of each billing cycle in accordance of the Subscription Plan frequency selected by the Customer, and do not roll over to subsequent billing cycles.

Any use of the Services in-excess of the applicable Credit limits will result in excess-usage charges, which will be added to the Customer's Fees. Excess-usage charges will be at the per-credit overage rate applicable to the Customer's current Subscription Plan, billed in minimum increments as set forth in the Credit Schedule. Overage rates vary by Subscription Plan and billing frequency (monthly or annual).

2.5 Free Trial; Beta Services

2.5.1 Company may offer some or all of its Services on a free trial for a limited time and/or a limited number of Credits ("Free Trials"). One Free Trial per Customer. Company may modify, cancel, or limit any Free Trial at any time in its sole discretion without notice. Free Trials are provided "AS IS", without any warranty or support, and Company will have no liability for any harm or damage arising from or related to the Free Trial.

2.5.2 Free Trials are subject to both a time limit and a Credit limit. The Free Trial will expire upon the earlier of (i) the expiration of the trial period, or (ii) the exhaustion of the trial Credits. Upon expiration of a Free Trial, the Customer's account will transition to a view-only state until the Customer subscribes to a paid Subscription Plan.

2.5.3 Company may offer Customer, from time to time, certain Services in alpha or beta versions ("Beta Services"). Company shall use reasonable efforts to identify the Beta Services as such. Customer acknowledges that the Beta Services are provided "AS IS" and "AS AVAILABLE", without warranties of any kind, and may be incomplete or contain bugs, errors, omissions, and other problems for which Company will not be responsible. Company may discontinue Beta Services at any time in its sole discretion. Company will have no liability for any harm or damage arising out of or in connection with Beta Services.

3. Account; Registration

3.1 In order to use the Platform and certain Services, Customer must register or open an account as directed by Company. The Service may be used via an Individual Account or a Team Account with multiple users/seats (either the Individual Account or Team Account, as applicable, the "Account"). Customer is responsible for user administration and permissions under a Team Account.

3.2 The Platform may offer seat-limited Accounts, such that Accounts may be eligible of use by only a single identified authorized user ("Individual Account") or allowing multiple seats for such number of Customer's authorized users set forth in the applicable Subscription plan, with centralized administration, and shared billing ("Team Account"). You may request to upgrade your Account from an Individual Account to a Team Account at any time, subject to any applicable Fees and the terms of the selected Subscription Plan. Upon upgrading from an Individual Account to a Team Account, existing data, content, and information will remain accessible within the upgraded Account.

3.3 Customer is responsible for maintaining the confidentiality of the login credentials of the Account and for all activities that occur under the Account. Customer is also responsible and liable for any breach of these Terms by any user of the Account. The Customer agrees not to disclose its login credentials to any third party, and to be responsible for any use or misuse performed through the Account (including by any third party). We reserve the right to temporarily suspend or permanently terminate any Account if we determine that the Customer or anyone on its behalf is using the Services in a manner that violates these Terms.

4. Customer Data

4.1 Customer may elect and/or be required to provide Company with certain data and information, in order to and in the course of accessing and using the Services, including but not limited to Customer's Data Set(s) and any prompts, information queries and content that you input and share within the Platform ("Customer Data"). Customer acknowledges and agrees that it (and not the Company) has sole control over which Customer Data provided to the Company. Customer hereby represents and warrants that (i) it has all the rights, licenses, permissions, and authorizations, and has provided all required notices, and collected needed consents from any data subject (if and to the extent applicable), are required in order to use such Customer Data as contemplated hereunder, and to share any Customer Data with the Company for the purposes permitted hereunder; (ii) the Customer Data does not and will not infringe or violate any copyrights, privacy rights, or any other contractual or intellectual property rights or the privacy of any third party; (iii) any Customer Data do not and will not violate any applicable laws; and (iv) none of Customer Data will include information that is harassing, discriminatory, abusive or that poses a risk to a person's safety, security or health.

4.2 Customer hereby grants Company a non-exclusive, non-assignable, non-transferable right to access and use Customer Data (including for the collection, storage, processing, analysis, display, transfer, and creation of derivatives thereof) for the purpose of providing the Services to Customer, and as otherwise contemplated hereunder.

5. Intellectual Property

5.1 Customer Intellectual Property. Subject to the Company's Intellectual Property rights as set forth below, the Customer shall own all right, title, and interest in and to the Customer Data, Customer's Confidential Information and any Output(s). Except for the limited rights expressly granted to the Company under these Terms, all rights in and to the Customer Intellectual Property are reserved by the Customer.

5.2 Company Intellectual Property. The Company owns all right, title, and interest in and to the Platform, the Services, the Company's Confidential Information, and all underlying software, systems, infrastructure, technology, databases, APIs, models, algorithms, interfaces, tools, and any improvements, modifications, enhancements, or derivative works thereof (collectively, the "Company Intellectual Property"). Except for the limited rights expressly granted to the Customer under this Agreement, all rights in and to the Company Intellectual Property are reserved by the Company.

5.3 Feedback. In the event that you provide the Company with any suggestions, comments, or other feedback relating to Services or the Platform (collectively, "Feedback"), such Feedback is provided 'AS IS' and is and will be deemed as the sole and exclusive property of Company and you hereby irrevocably assign to Company all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations.

6. Third Party Components. The Services may use or include third-party software, files, services and components that are subject to third-party license terms ("Third Party Components"). Company disclaims all liability related to any Third-Party Components utilized in the Services. Customer acknowledges that Company is not the author, owner, or licensor of any Third Party Components and that Company makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third Party Components.

7. AI Technologies

7.1 Customer acknowledges and agrees that certain features, functions, or outputs of the Services may be powered by or generated using proprietary or third-party artificial intelligence and large language models ("AI") technologies.

7.2 The Company uses commercially reasonable measures to ensure trustworthiness (including reliability, safety, fairness, security, resilience, accountability and transparency) of the AI technology systems used in connection with the Services and to ensure that AI-generated Outputs are accurate and appropriate; however, due to the probabilistic nature of AI, such outputs may not always be complete, reliable, or free from error. Customer is responsible for reviewing and independently verifying any AI-generated content before relying on or using it for decision-making or other critical purposes.

7.3 Customer further acknowledges that due to the nature of machine learning and the technology empowering AI tools, the Platform may generate for other customers outputs which are similar to the Outputs generated for Customer hereunder. This similarity may result, among other things, from common data patterns or publicly available information.

8. Privacy. Customer acknowledges and agrees that the use of the Platform and Services by the Customer is governed by the Company's Privacy Policy as amended from time to time. If Company processes personal data (as defined under applicable law), to the extent required by law or agreed upon between Customer and the Company, the parties will enter into the Data Processing Agreement (DPA) regarding such personal data.

9. Confidential Information. Each Party acknowledges that it may directly or indirectly receive Confidential Information of the other Party in the course of the performance of these Terms. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing Party ("Discloser"), and the receiving Party ("Recipient") shall have no interest in, or rights with respect thereto, except as set forth herein. The Recipient shall treat such Confidential Information with the same degree of care and security as it treats its most confidential information but in no event with less than a reasonable degree of care. Recipient may disclose Discloser's Confidential Information to its employees, contractors and Customer's customers who have a need to know such Confidential Information in connection with the performance of Recipient's obligations under these Terms (the "Representatives"). The Recipient will ensure adherence to the confidentiality provisions hereof by its Representatives and shall be liable for any breach or failure to comply by them. Except as contemplated by these Terms, the Recipient shall not disclose the Confidential Information of the Discloser without the prior written consent of the Discloser. Notwithstanding the foregoing, the Recipient may disclose the Confidential Information of the Discloser to a third party, if such disclosure is required by applicable law or to comply with a subpoena or court order, provided that the Recipient gives the Discloser prompt written notice (to the extent permitted by law, subpoena or court order) of such legal requirement prior to the disclosure and provides the Discloser reasonable opportunity to contest the requirement to disclose the Confidential Information. The duty to protect the Discloser's Confidential Information shall expire five (5) years from the date of termination of these Terms; provided that all confidentiality obligations in connection with trade secrets shall remain in effect until such information ceases to be considered as a trade secret. Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby by either Party.

10. Fees

10.1 Customer may use the Services in accordance with its selected subscription plan, as presented to the Customer within the Platform at the subscription date (the "Subscription Plan"). The Company may modify the subscription plans, the Credit schedule and the applicable fees from time to time, in its sole discretion, provided that any such changes will be communicated to the Customer in advance and will take effect only upon the commencement of the next renewal term of the Customer's subscription.

10.2 In consideration of the Services, Customer's rights and Company's obligations hereunder, Customer shall pay the Company the applicable fees based on the selected Subscription Plan (the "Fees"). Unless expressly indicated otherwise, Fees are stated in US dollars and are billed in advance on a monthly or annually basis as selected by the Customer at the subscription date. The Fees are non-cancelable and non-refundable, except where required by law or as specifically stated under these Terms.

10.3 All Fees are exclusive of any tariffs, duties, or taxes (however designated, levied, or based and whether foreign or domestic), including (without limitation) VAT and/or sales tax. Customer will pay or reimburse Company as the case may be for all such tariffs, duties, or taxes, except for those taxes based on Company's income. Customer may not set off any Fees or payments due to Fairgen hereunder.

10.4 Late payments shall bear interest compounded monthly commencing on the date such payments become due, using a monthly rate of 1.5% or the highest rate permitted by law (whichever is lower). Any payment or part of a payment that is not paid by Customer to Company when due shall constitute sufficient cause for Fairgen to suspend its performance hereunder and/or terminate the Subscription, provided that seven (7) business days prior notice was provided to Customer.

11. Term and Termination

11.1 The Services are provided on a subscription basis for the term of the Subscription Plan selected by the Customer (the "Subscription" and the "Subscription Term"). The Subscription shall automatically renew for successive periods equal to the Subscription Term (each, a "Renewal Term", and together with the Subscription Term, the "Term"), unless either Party notifies the other Party in writing of its intent not to renew the Services, not less than thirty (30) days prior to the expiration of the then-current Term.

11.2 Either Party shall have the right to suspend performance or terminate Customer's Subscription if the other Party is in breach of these Terms, and such breach is not cured within thirty (30) days after receipt of written notice detailing such breach. Either Party may immediately terminate the Customer's Subscription if the other Party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors. A Party's exercise of its termination rights for reasons of a breach hereunder shall in no way restrict or diminish such Party's rights to other remedies available in connection with the material breach.

11.3 Upon termination or expiration of the Subscription, or these Terms and the Services, as applicable, (i) all subscriptions, rights, and licenses granted herein, and all services provided by Company shall terminate immediately; (ii) each Party shall return the other Party all Confidential Information in its possession, custody, or control; provided that Company may be permitted to retain a copy of the Confidential Information according to Company's general backup policy until it is deleted as part of its standard deletion processes; and (iii) Customer shall remit in full all payments due to Company, accruing prior to the date thereof, according to these Terms. No termination will affect Customer's obligation to pay all Fees that may have become due or otherwise accrued through the effective date of termination or entitle Customer to any refund or credit.

11.4 Any terms and conditions that by their nature extend beyond the expiration or termination of the Terms shall survive the termination or expiration.

12. Representation and Warranties. Each Party represents and warrants that (i) it has the full corporate right, power, and authority to enter into these Terms; (ii) the execution of these Terms and performance under these Terms do not and shall not violate any other agreement to which it is a party; (iii) the execution of these Terms and performance of its obligations and responsibilities under these Terms do not, and will not, require any consent, approval, order or authorization of any individual, corporation, partnership, business association or other entity that has not been, or will not have been obtained by such Party prior to entering into these Terms.

13. Limited warranty; DISCLAIMER OF WARRANTY

13.1 Company will make reasonable commercial efforts to ensure that the Platform and Services are free from interruptions and errors.

13.2 EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS AND CONTRACTORS DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE SERVICES ARE PROVIDED TO YOU "AS IS", THAT IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT: (a) ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE QUALITY, CONTENT, AND ACCURACY OF ANY SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS; or (c) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.

14. Indemnification

14.1 Company agrees to defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, employees, and agents (the "Customer Indemnitee") from and against all costs, damages, losses, and expenses, including reasonable attorneys' fees and other legal expenses actually awarded by a court of competent jurisdiction, arising from any third-party claims alleging that the Platform, as delivered by Company and used in accordance with these Terms, infringes any third-party intellectual property rights.

14.2 Customer agrees to defend, indemnify, and hold harmless Company and its officers, directors, shareholders, employees, and agents (the "Company Indemnitee") from and against all costs, damages, losses, and expenses, including reasonable attorneys' fees and other legal expenses actually awarded by a court of competent jurisdiction, arising from any third-party claims alleging that the Customer Data, as delivered by Customer and used in accordance with these Terms, infringes any third-party rights.

14.3 As a condition to the defense and indemnity set forth above, the Customer Indemnitee or Company Indemnitee, as applicable ("Indemnitee"), shall give the indemnifying Party prompt notice of any such claim made against it and the indemnifying Party shall be entitled, by written notice to such Indemnitee, to assume sole control of the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof (collectively, "Claim"), at its own expense, provided that no settlement, consent order or consent judgment which involves any placement of a financial burden or admission of any liability or wrongdoing, act or omission on the part of the applicable Indemnitee may be agreed to by the applicable indemnifying Party without the prior written consent of applicable Indemnitee (not to be unreasonably withheld, delayed or conditioned); and (b) the indemnifying Party shall keep the applicable Indemnitee informed of the status and progress of such Claim, the defense thereof and/or settlement negotiations with respect thereto. The applicable Indemnitee shall give the indemnifying Party all reasonable assistance necessary in connection with such defense.

14.4 Notwithstanding anything to the contrary in these Terms, if an injunction is obtained in connection with any third-party action against the Customer's use of the Services, Company may, at its commercially reasonable discretion; (i) obtain for Customer (at no cost to the Customer) the right to continue to use the Services; (ii) modify the Services so it is non-infringing; or (iii) replace the Services with non-infringing ones that comply with these Terms, provided that such replacement is functionally equivalent. If none of the options (i), (ii) and (iii) can be reasonably provided by Company, Customer shall have the right to terminate these Terms upon thirty (30) days' written notice. Section 14.4 states Company's entire liability and Customer's exclusive remedy for any third-party claim for infringement.

14.5 Notwithstanding anything to the contrary, Company may disclaim any obligation or liability under this Section 14 if arising from (a) the use of the Services or any part thereof in combination with any other software, data, or materials, not authorized for such use by Company or not in accordance with these Terms, if the relevant claim would not have occurred but for such use; (b) Customer's failure to implement within a commercially reasonable time period any updates, upgrades, or new versions to the Platform provided by Company; (c) integration and/or combination of the Services or any portion thereof with any third-party product or component not in accordance with these Terms; or (d) the failure of the Customer to comply with these Terms.

15. Limitation of Liability

15.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL OR EQUITABLE BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER INDIRECT COMMERCIAL DAMAGES OR LOSSES) ARISING IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

15.2 EXCEPT FOR EITHER PARTY'S GROSS NEGLIGENCE, WILFUL MISCONDUCT, BREACH OF THE CONFIDENTIALITY OBLIGATIONS, CUSTOMER'S INDEMNIFICATION OBLIGATIONS OR BREACH OF ITS INTELLECTUAL PROPERTY OBLIGATIONS UNDER THESE TERMS, EITHER PARTY'S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS LIMITED TO THE FEES PAID OR PAYABLE TO THE COMPANY BY THE CUSTOMER FOR ITS SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM.

16. Miscellaneous

16.1 Force Majeure. Neither Party shall be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such Party or its contractors, agents, or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.

16.2 Independent Contractors. The relationships of the Parties to these Terms shall be that of independent contractors. Nothing in these Terms or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other.

16.3 Assignment. Neither Party may assign or transfer any rights or delegate any duties under these Terms without the other Party's prior written consent, except that a Party may, without the need for consent, assign these Terms to any Affiliate and/or in connection with a sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this section shall be void.

16.4 Publication. Customer hereby permits Company to display Customer's name and logo on its website and in marketing materials during the Term, and the Customer agrees to grant Company permission to use pre-approved quotes and endorsements from Customer or its personnel for Company marketing materials. The Customer may revoke this permission by providing written notice to Company.

16.5 Terms Entirety; Amendments. These Terms, and any document explicitly referenced these Terms, constitute the entire understanding and agreement between the Parties and supersedes any and all prior discussions, agreements, promises, and correspondence, whether oral or written, with regard to the subject matter hereof or otherwise. These Terms may not be amended except by a document in writing signed by both Company and Customer. No failure, delay, or forbearance of either party in exercising any power or right hereunder will in any way restrict or diminish such Party's rights and powers under these Terms or operate as a waiver of any breach or nonperformance by either Party of any terms of conditions hereof. In the event that any provision of these Terms is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of these Terms shall not be affected thereby, and the unenforceable provision shall be enforced to the maximum extent permissible under applicable law. Nothing in these Terms shall be construed or be deemed to create any rights or remedies in or for the benefit of any third party.

16.6 Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of England and Wales, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to these Terms will be brought exclusively in the courts of London, United Kingdom, and the Parties consent to personal jurisdiction in those courts.

16.7 Notices. All notices in connection with these Terms shall be made by personal delivery, certified or by registered mail, or by electronic mail, and shall be deemed effective (a) if mailed, 5 business days after mailing; (b) if made by personal delivery, upon delivery; and (c) if sent via electronic mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt.

17. Contact Us

If you wish to receive more information on these Terms, please contact us using the details provided below:

Email: info@fairgen.ai

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