Terms and conditions

These Customer Terms and Conditions (this “Agreement”), effective as of the date on which you check a box, click a button, begin use of the Platform, execute an Order incorporating these terms by reference, or otherwise acknowledge your acceptance of this Agreement, are by and between Criya, Inc. with offices located at 760 Newhall Dr #1106,  San Jose, CA 95110 (“Criya”) and the individual or entity agreeing to this Agreement (“Customer”). Customer agrees and acknowledges that if it is accepting this Agreement on behalf of an entity or organization, it is duly authorized to do so. Each of Customer and Criya may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

1. Definitions.
   1. “Account” means the account Customer or any of its Authorized Users uses to access the Platform, and represents its legal and services relationship with Criya.
   2. “Account Data” means Personal Information that relates to Criya’s relationship with Customer, including all information required to set up a Criya Account for itself of Authorized Users, including but not limited to name and email address, or any third party credentials use to log in to the Platform.
   3. Authorized User” means Customer’s employees, consultants, contractors, agents or other business users: (i) who are authorized by Customer to access and use the Platform under this Agreement; and (ii) for whom access to the Platform has been purchased hereunder.
   4. “Criya Background IP” means general stylistic content, including but not limited to templates, layouts, slide designs, outlines, formatting, and other design elements owned by Criya and its licensors.
   5. “Criya IP” means the Platform, all of its underlying technology and software, all intellectual property rights underlying the same, and all Criya Background IP. For the avoidance of doubt, Criya IP includes Usage Data and any information, data, or other content derived from Criya’s provision of the Platform, but does not include Account Data, Customer Materials or Customer Deliverables.
   6. “Customer Deliverables” means content-based collateral, and any design deliverables created specifically for (and/or by) Customer in connections with its use Platform, which may encompass Customer Materials.
   7. “Customer Materials” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Platform; provided that, for purposes of clarity, Customer Materials as defined herein does not include Account Data or Usage Data.
   8. “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
   9. “Order” means: (i) a purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Brand Partner registered for the Platform through Bond’s online ordering process, the results of such online ordering process.
   10. “Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered “personal data”, “personally identifiable information”, or something similar under applicable laws, rules, or regulations relating to data privacy.
   11. “Platform” means Criya’s proprietary, hosted artificial intelligence-powered online software platform for creating and managing professionally designed content and collateral.
   12. “Subscription Period” means the time period during which Customer may access and use the Platform, pursuant to an applicable subscription.
   13. “Third-Party Products” means any third-party products provided with, integrated with, or incorporated into the Platform.
   14. “Usage Data” means usage data collected and processed by Criya in connection with Customer’s use of the Platform, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Platform, and to investigate and prevent system abuse.
   15. “Usage Limitations” means the usage limitations set forth in this Agreement and any Order, including any limitations on the number of Authorized Users.
2. Access and Use.
   1. Account Creation. Customer must provide a valid email address and password or use verified third-party credentials in order to complete the Account signup process. If Customer is an individual, Customer represents that it is eighteen (18) years of age or older. Upon execution of an Order, Criya will provision Accounts for Authorized Users.
   2. Provision of Access. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, Customer and its applicable Authorized Users may access and use the Platform via its Account during the Subscription Period on a non-exclusive, non-transferable (except in compliance with Section 13.9), and non-sublicenseable basis. Such use is limited to Customer’s internal business purposes and the features and functionalities specified in the applicable pricing tier of use. Customer must have its own unique Account to access the Platform may not share their Account credentials with any third party.
   3. Use Restrictions. Customer shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not allow or enable its Authorized Users to: (i) copy, modify, or create derivative works of any Criya IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from any Criya IP; (v) use any Criya IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Criya IP for purposes of competitive analysis of Criya or the Platform, the development, provision, or use of a competing software service or product, or any other purpose that is to Criya’s detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Platform or access or use the Platform other than via its Account through the use of valid access credentials; or (viii) input, upload, transmit, or otherwise provide to or through the Platform any information or materials, including Customer Materials , that are unlawful or injurious or that infringe or otherwise violate any third party’s intellectual property or other rights, or that contain, transmit, or activate any Harmful Code.  
   4. Reservation of Rights. Criya reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights, assignments and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Criya IP.
   5. Suspension. Notwithstanding anything to the contrary in this Agreement, Criya may temporarily suspend Customer’s access to any portion or all of the Platform if: (i) Criya reasonably determines that (a) there is a threat or attack on any of the Criya IP; (b) Customer’s use of the Criya IP disrupts or poses a security risk to the Criya IP or to any other client, consultant or vendor of Criya; (c) Customer is using the Criya IP for fraudulent or illegal activities; (d) subject to applicable law, Customer 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, reorganization, liquidation, dissolution, or similar proceeding; (e) Criya’s provision of the Platform to Customer is prohibited by applicable law; or (f) any Customer Materials submitted, posted, or otherwise transmitted by or on behalf of Customer through the Platform may infringe or otherwise violate any third party’s intellectual property or other rights; (ii) any vendor of Criya has suspended or terminated Criya’s access to or use of any Third-Party Products required to enable Customer to access the Platform; or (iii) in accordance with Section 6.1 (any such suspension described in subclauses (i), (ii), or (iii), a “Service Suspension”). Criya shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. Criya shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Criya will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.
   6. Account Data and Usage Data. Notwithstanding anything to the contrary in this Agreement, Criya may process Account Data and Usage Data: (i) to manage the relationship with Customer, in accordance with its Privacy Policy; (ii) to carry out Criya’s core business operations, such as Platform access provisioning, fulfillment of Customer Deliverables, accounting, audits, tax preparation and for filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Platform, and to prevent harm to Criya, Customer, and Criya’s other clients; (iv) for identity verification purposes; and (v) to comply with applicable laws, rules, and regulations relating to the processing and retention of Personal Information to which Criya is subject. Criya may also process Usage Data to monitor, maintain, and optimize the Platform. As between Criya and Customer, all right, title, and interest in and to such Usage Data is owned solely and exclusively by Criya.
3. Customer Responsibilities.
   1. General. Customer is responsible and liable for all uses of the Platform resulting from its Account access, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all of its own acts and omissions that would constitute a breach of this Agreement.
   2. Customer Materials License. Customer may not upload to the Platform any Customer Materials it does not have sufficient rights to upload. During the Subscription Period, Customer hereby grants to Criya a non-exclusive, royalty-free, worldwide, non-sublicenseable (except to Criya contractors), non-transferable (except in accordance with Section 13.9) right and license to use, host, reproduce, distribute, exploit, perform, alter and modify, edit, process (including processing through both third-party and internal artificial intelligence or other machine-learning-based tools, models, and algorithms) and display the Customer Materials and perform all acts with respect to the Customer Materials as may be necessary for Criya to provide the Platform and prepare and deliver Customer Deliverables.
   3. Third-Party Products. Criya may from time to time make Third-Party Products available to Customer or Criya may allow for certain Third-Party Products to be integrated with the Platform to allow for the transmission of Customer Materials from such Third-Party Products into the Platform. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Criya is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing Criya to transmit Customer Materials from Third-Party Products into the Platform, Customer represents and warrants to Criya that it has all right, power, and authority to provide such authorization.
   4. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all Customer Materials, including their content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer in connection with the Platform; (iii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party platforms or service providers (“Customer Systems”); (iv) the security and use of Customer’s and its Authorized Users’ Account access credentials; and (v) all access to and use of the Platform directly or indirectly by or through the Customer Systems, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
4. Support. During the Subscription Period, Criya will use commercially reasonable efforts to provide Customer with basic Customer support via Criya’s standard support channels during Criya’s normal business hours. Any additional support included in Customer’s Platform access is as described on the Order, in accordance with Customer selections and any Usage Limitations.
5. Customer Deliverables Fulfillment. Criya will use commercially reasonable efforts to generate the Customer Deliverables as requested by a Customer via the Platform. Customer will provide Criya with all reasonable cooperation required for Criya to complete any Customer Deliverables, including without limitation timely access to any reasonably required Customer Materials, information, personnel, feedback, and other requests. All Customer Deliverables delivered to Customer via the Platform shall be considered works-made-for-hire under 17 U.S.C. 101. To the extent such Customer Deliverables do not qualify as works made for hire, Criya hereby assigns to Customer all right, title, and interest to the Customer Deliverables, including all intellectual property rights therein (except any Criya Background IP). Notwithstanding the foregoing, Criya reserves the right to withhold delivery of any Customer Deliverables for failure to make timely payment of any Fees. To the extent Criya Background IP is incorporated into any Customer Deliverables, Criya hereby grants Customer a perpetual, irrevocable, worldwide, royalty-free, fully paid up, transferable, sublicenseable through multiple tiers, right and license to use the Criya Background IP solely as incorporated into the Customer Deliverables.
6. Fees and Taxes.
   1. Fees. The Platform may be provided for a fee or other charge, Customer shall pay Criya the fees (“Fees”) for the Platform identified in the Order without offset or deduction at the pricing identified in the Order or other referenced pricing documentation between the Parties. Fees paid by Customer are non-refundable. Customer shall make all payments hereunder in US dollars by ACH or credit or debit card payment via the purchasing functionality provided as part of the Platform.  If Customer pays online via credit or debit card, Brand Partner agrees to be bound by the Stripe, Inc. Services Agreement available at https://stripe.com/us/legal.
   2. Taxes. All Fees and other amounts payable by Brand Partner under this Agreement are exclusive of taxes and similar assessments. Brand Partner is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Brand Partner hereunder, other than any taxes imposed on Bond’s income
7. Confidential Information.
   1. Definition. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information.
   2. Duty. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.
   3. Return of Materials; Effects of Termination/Expiration. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
8. Intellectual Property Ownership; Feedback.
   1. Criya IP. Customer acknowledges that, as between Customer and Criya, Criya owns all right, title, and interest, including all intellectual property rights, in and to the Criya IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
   2. Customer Materials. Criya acknowledges that, as between Criya and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Materials.
   3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Criya by mail, email, telephone, or otherwise, suggesting or recommending changes to the Criya IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Criya is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
9. Warranty Disclaimer. THE CRIYA IP IS PROVIDED “AS IS” AND CRIYA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CRIYA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CRIYA MAKES NO WARRANTY OF ANY KIND THAT THE CRIYA IP, CUSTOMER DELIVERABLES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CLIENTS OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. CRIYA WILL HAVE NO LIABILITY FOR THE OUTCOMES OF USING THE PLATFORM OR ANY CLIENT DELIVERABLES.
10. Indemnification.
    1. Criya Indemnification.
       1. Criya shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) brought against Customer alleging that the Platform, or any use of the Platform in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights.
       2. If such a claim is made or appears possible, Customer agrees to permit Criya, at Criya’s sole discretion: to (i) modify or replace the Platform, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Criya determines that neither alternative is reasonably commercially available, Criya may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
       3. This Section 11.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Criya or authorized by Criya in writing; (ii) modifications to the Platform not made by Criya; (iii) Customer Materials; or (iv) Third-Party Products.
    2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Criya’s option, defend Criya from and against any Losses resulting from any Third-Party Claim alleging that the Customer Materials, Customer Deliverables, or any use of the foregoing in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property or other rights and any Third-Party Claims based on Customer’s (i) negligence or willful misconduct; (ii) use of the Platform in a manner not authorized by this Agreement; or (iii) use of the Platform in combination with data, software, hardware, equipment, materials or technology not provided by Criya or authorized by Criya in writing.
    3. Indemnification Procedures. Each Party’s indemnification obligations hereunder shall be conditioned upon (i) the indemnified Party providing the indemnifying Party with prompt written notice of any Third-Party Claim (provided that a failure to provide such notice shall only relieve the indemnifying Party of its indemnity obligations if the indemnifying Party is materially prejudiced by such failure); (ii) the indemnifying Party being given control over the defense and settlement of any claim (provided that the indemnified Party may participate in such defense and settlement at its own expense, and the indemnifying Party shall seek consent of the indemnified Party before entering any settlement, which consent shall not be unreasonably withheld); and (iii) the indemnified Party providing reasonable information and assistance in connection with such defense and settlement (at the indemnifying Party’s expense).  
    4. Sole Remedy. THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND CRIYA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
11. Limitations of Liability. IN NO EVENT WILL CRIYA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CRIYA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CRIYA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED $100.
12. Subscription Period and Termination.

1. Subscription Period. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the period identified in the Order (the “Initial Subscription Period”). This Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Subscription Period” and together with the Initial Subscription Period, the “Subscription Period”).
2. Termination. In addition to any other express termination right set forth in this Agreement:
   1. Criya may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Criya’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.3 or Section 6;
   2. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach; or
   3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

1. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Criya IP and, without limiting Customer’s obligations under Section 7, Customer shall delete, destroy, or return all copies of the Criya IP and certify in writing to the Criya that the Criya IP has been deleted or destroyed. Prior to termination or expiration of this Agreement, Customer shall make reasonable efforts to export all Customer Materials, Customer Deliverables, and applicable Usage Data it requires from the Platform. Notwithstanding the foregoing, Criya will retain and host Customer Materials, Customer Deliverables and Usage Data of Customer for an additional thirty (30) days following the expiration or termination of this Agreement to allow Customer time to achieve the foregoing. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. All service credits for any design services accorded to Customer in connection with its tier of Platform access will expire upon termination of the Agreement.
2. Survival. This Section 12.4 and Sections, 7, 8, 11 and 13 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

13. Miscellaneous.
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the applicable electronic mail address for such a Party (for Criya to: support@mail.criya.co , and for Customer, the email address provided in an Order).
    3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification. Criya reserves the right to update and modify these terms from time to time, and will make commercially reasonable efforts to provide Customer with notice of material updates.
    5. Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.
    6. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    7. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
    8. Dispute Resolution. Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved thereby within a period of sixty (60) days after notice of a dispute has been given by one party hereunder to the other, must be finally settled by arbitration in San Francisco, California using the English language in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (formerly operating as, Judicial Arbitration and Mediation Services, Inc.) then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator will be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator(s) will have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration will be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party will have the right to seek equitable relief from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in San Francisco County.
    9. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Criya. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    10. Export Regulation. The Platforms utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Platform or the underlying software or technology to, or make the Platform or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform or the underlying software or technology available outside the US.
    11. US Government Rights. Each of the Documentation and the software components that constitute the Platform is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Platform and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
    12. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    13. Publicity. Criya may identify Customer as a user of the Platform and may use Customer’s name, logo, and other trademarks in Criya’s Customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). With prior written consent, Criya may use Customer Deliverables to promote the Platform in its marketing materials and investor pitch decks. Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party’s prior written approval.