General Terms and Conditions

SECTION 1. DEFINITIONS

As used in this Agreement:

1.1 “Access Credentials”

means the login information, passwords, security protocols, and policies used by Users to access the Platform.

1.2 “Admin User”

means an employee or contractor of Customer that Customer designates as an administrator with the ability to issue Access Credentials.

1.3 “Platform”

means the Cube AI Intelligence Platform — Cube AI’s software-as-a-service offerings, intelligence feeds, application programming interfaces, and related deliverables made generally available by Cube AI, including the specific products and modules identified in the applicable Order Form (such as the Apex fraud-prevention service), together with any Updates made generally available during the Term.

1.4 “Cube AI Analytics”

means information, data, statistics, metadata, inferences, and associations generated by the Platform, including those derived from aggregated and anonymized usage of the Platform across all Cube AI customers. Cube AI Analytics does not include personally identifiable information.

1.5 “Cube AI Data”

means the data, information, and other content that Cube AI makes available to Customer through the Platform, including risk scores, alerts, reports, intelligence feeds, and other insights generated by the Platform.

1.6 “Cube AI Technology”

means the software, code, scripts, neural networks, artificial intelligence, application programming interfaces, methodologies, processes, algorithms, formulas, user interfaces, know-how, trade secrets, designs, and other technical materials used to provide the Platform, together with all upgrades, enhancements, modifications, and derivative works of the foregoing, and the Intellectual Property Rights in them.

1.7 “Documentation”

means the user guides, technical materials, and other written information that Cube AI prepares and makes available to Customer to describe the features, functions, and proper use of the Platform.

1.8 “Intellectual Property Rights”

means all rights now known or later existing in (a) works of authorship, including copyrights, mask work rights, and moral rights; (b) trademarks, trade dress, and service marks; (c) trade secrets; (d) patents and industrial property rights; (e) layout-design rights, design rights, and other proprietary rights; and (f) registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction worldwide.

1.9 “Order Form”

means the ordering document signed by Customer and Cube AI (or, where permitted by Cube AI, accepted electronically) that references these General Terms.

1.10 “Personal Data”

has the meaning given to it under applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”).

1.11 “Third Party Services”

means any third-party website, platform, content, product, service, software, or information used by Cube AI to deliver or support the Platform.

1.12 “Updates”

means upgrades, enhancements, improvements, maintenance releases, and modifications of the Platform or Cube AI Data made generally available during the Term. Updates may include new features for which Cube AI may charge an additional fee if Customer chooses to activate them.

1.13 “User”

means an Admin User and any other person authorized by Customer to access the Platform using Access Credentials.

SECTION 2. THE PLATFORM

2.1 Provision of the Platform

Subject to this Agreement and the applicable Order Form, including payment of all applicable fees, Cube AI will make the Platform available to Customer during the Term.

2.2 Customer Access

Customer is responsible for obtaining and maintaining the internet connectivity, hardware, and software required to access the Platform. Cube AI is not responsible for any loss, corruption, or interruption caused by Customer’s networks, equipment, or third-party services.

2.3 Modifications

Cube AI may enhance, improve, or modify the Platform from time to time at no additional cost to Customer, provided that no such change will materially diminish the core functionality of the Platform subscribed to during the Term.

2.4 No Customer Data Required

The Platform is designed to operate using Cube AI’s own intelligence sources and does not require Customer to upload, transmit, or otherwise provide operational data, transaction data, end-customer data, or other Customer business data to Cube AI. Customer’s obligations regarding the limited categories of information it does provide (for example, account-administration information) are described in Section 4.3.

SECTION 3. ACCESS GRANT; OWNERSHIP

3.1 License to Customer

Subject to Customer’s compliance with this Agreement and the Documentation, Cube AI grants Customer, during the Term, a non-exclusive, non-transferable, non-sublicensable, worldwide right to (a) allow its Users to access and use the Platform and (b) use the Cube AI Data for Customer’s internal fraud prevention, risk-management, and security purposes. Customer’s third-party contractors and service providers may exercise these rights solely for Customer’s internal business purposes, and Customer remains responsible for their compliance with this Agreement.

3.2 Ownership

Cube AI owns all right, title, and interest, including all Intellectual Property Rights, in and to the Platform, the Cube AI Technology, the Cube AI Data, the Cube AI Analytics, the Documentation, and all derivative works of the foregoing. As between the parties, Cube AI owns the Cube AI Data. If Customer provides Cube AI with any suggestions, ideas, or feedback regarding the Platform or Cube AI Data (“Feedback”), Customer assigns to Cube AI all right, title, and interest in and to such Feedback. All rights not expressly granted to Customer are reserved by Cube AI and its licensors.

3.3 Users

Unless the Order Form states otherwise, Customer may authorize an unlimited number of Users to access the Platform through its Admin Users. Customer is responsible for all activity that occurs under its account and for the acts and omissions of its Users.

3.4 Marketing

Cube AI may identify Customer as a customer of Cube AI on its website and in sales materials, including through use of Customer’s name and logo. Customer may identify itself as a customer of the Platform. Either party may withdraw this consent on thirty (30) days’ prior written notice.

3.5 Usage Information

Cube AI may collect and use information about the operation, performance, and use of the Platform, including for purposes of (a) operating, maintaining, securing, and improving the Platform and Cube AI Data; (b) developing new products and features; and (c) verifying compliance with this Agreement. Such information may be incorporated into Cube AI Analytics.

SECTION 4. CUSTOMER RESPONSIBILITIES

4.1 Access Credentials

Customer is responsible for keeping its Access Credentials confidential and for all activity conducted under its account. Customer will notify Cube AI promptly of any unauthorized use of Access Credentials or any other suspected security breach. Cube AI may take any action it reasonably believes is necessary to protect the security of the Platform and Customer’s account, including suspending access or resetting credentials.

4.2 Acceptable Use

Customer will use the Platform and Cube AI Data only for its internal business purposes and in compliance with all applicable laws. Customer will not, and will not permit any third party to: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute, or otherwise make the Platform or Cube AI Data available to any third party, except as expressly permitted in this Agreement; (b) interfere with or disrupt the Platform or any servers or networks connected to them; (c) attempt to gain unauthorized access to the Platform, the Cube AI Technology, or any related systems or networks; (d) remove or alter any proprietary notices in the Platform or Cube AI Data; (e) probe, scan, or test the vulnerability of the Platform, or attempt to bypass any security or authentication measures; (f) copy, modify, adapt, translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Platform or the Cube AI Technology, except as expressly permitted by applicable law; (g) use the Platform or Cube AI Data to develop, train, or improve a competing product or service, or for purposes of competitive benchmarking; or (h) transmit material containing viruses, malware, or other harmful code through the Platform.

4.3 No Customer Data

Customer will not submit, upload, transmit, or otherwise make available to Cube AI through the Platform any Personal Data, end-customer data, transaction data, payment data, Protected Health Information (as defined in Section 6.6), or other regulated, confidential, or sensitive information of Customer or any third party. Customer acknowledges that the Platform are designed to operate without the need for any such information. The only information Customer is required to provide to Cube AI in connection with the Platform is limited business contact, account-administration, billing, and support information relating to Users and other Customer personnel. If Customer nonetheless transmits any prohibited information to Cube AI, (a) Customer is solely responsible for the lawfulness of having done so; (b) Cube AI may delete such information without notice; and (c) Customer will reimburse Cube AI for the reasonable costs of identifying, extracting, and removing such information.

4.4 Customer Representation

Customer represents and warrants that it is not, and during the Term will not be, (a) located in, organized under the laws of, or owned or controlled by the government of, any country or territory subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”); (b) listed on any sanctions or restricted-party list maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any of its member states, or His Majesty’s Treasury of the United Kingdom; or (c) engaged in any activity intended to enable money laundering, sanctions evasion, terrorism financing, or other criminal activity.

4.5 Third Party Services

The Platform may include or interoperate with Third Party Services. Cube AI is not responsible for Third Party Services, and Customer’s use of them is governed by the applicable third-party terms. Where any Third Party Service includes open-source software, that software is licensed under the terms of the applicable open-source license, and not under this Agreement.

SECTION 5. FEES AND PAYMENT

5.1 Fees

Customer will pay the fees set out in each Order Form in the currency specified. Unless the Order Form states otherwise, Cube AI will invoice Customer in advance, and invoices are due within thirty (30) days of the invoice date. All fees are non-refundable except as expressly provided in this Agreement and are exclusive of taxes. Late payments may bear interest at the lesser of one percent (1%) per month or the maximum rate permitted by law.

5.2 Taxes

Customer is responsible for all sales, use, value-added, withholding, and similar taxes related to the Platform, other than taxes on Cube AI’s net income. If Customer is required by law to withhold any taxes from amounts payable to Cube AI, Customer will gross up the payment so that Cube AI receives the full amount that would have been received without the withholding, and will provide Cube AI with official receipts evidencing the payment of such taxes.

SECTION 6. CONFIDENTIALITY

6.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential at the time of disclosure or that, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential. The Platform, the Cube AI Data, and the Cube AI Technology are Confidential Information of Cube AI. Customer’s non-public business and account information disclosed to Cube AI in connection with the Platform is Confidential Information of Customer.

6.2 Protection

The Receiving Party will (a) use the Disclosing Party’s Confidential Information solely as necessary to perform under this Agreement; (b) protect it using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care; and (c) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by written or professional obligations of confidentiality at least as protective as those in this Section. The Receiving Party will notify the Disclosing Party promptly of any unauthorized use or disclosure. The parties agree that monetary damages may not be a sufficient remedy for a breach of this Section, and the Disclosing Party may seek injunctive or other equitable relief in addition to any other available remedy. The obligations in this Section continue during the Term and for five (5) years after termination, except that information constituting a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

6.3 Exceptions

The obligations in this Section do not apply to information that the Receiving Party can demonstrate (a) was lawfully known to it prior to disclosure; (b) was lawfully obtained from a third party not under a duty of confidentiality; (c) is or becomes publicly available through no fault of the Receiving Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information if required by law or court order, provided that, to the extent permitted, it gives the Disclosing Party prompt notice and reasonable cooperation in seeking a protective order or limiting the scope of the disclosure.

6.4 Return or Destruction

Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information, except for copies retained in routine back-up systems or as required by law, which remain subject to the obligations of this Section for as long as they are retained. The Receiving Party will certify destruction in writing if requested.

6.5 Confidentiality of Agreement

Neither party will disclose the terms of any Order Form to a third party except (a) to its attorneys, accountants, and other professional advisors under a duty of confidentiality; (b) as required by law; or (c) to a prospective acquirer, investor, or financing source under a written confidentiality obligation no less protective than this Section.

6.6 No Protected Health Information

Customer will not provide Cube AI with any “Protected Health Information” as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Cube AI is not a “Business Associate” under HIPAA, and Customer will not use the Platform in any manner that would require Cube AI to comply with HIPAA or similar laws.

SECTION 7. DATA PROTECTION AND AI PROCESSING

7.1 Scope of Personal Data Processing

The Platform is designed to operate without the transfer of Personal Data from Customer to Cube AI, other than the limited business contact, account-administration, billing, and support information described in Section 4.3 (the “Permitted Personal Data”). Each party processes the Permitted Personal Data as an independent data controller; neither party processes Personal Data on behalf of the other as a processor or sub-processor, and nothing in this Agreement creates a relationship of joint controllership under Article 26 of the GDPR.

7.2 Compliance

Each party will comply with applicable privacy and data protection laws (including the GDPR, where applicable) in connection with its processing of Personal Data under this Agreement. Cube AI’s processing of the Permitted Personal Data is described in Cube AI’s Privacy Policy, available at the Cube AI website and updated from time to time. Customer will (a) provide all required privacy notices to its personnel whose Personal Data is shared with Cube AI as Permitted Personal Data, and (b) maintain a valid legal basis for that sharing.

7.3 Data Transfers

Where the transfer of Permitted Personal Data between the parties constitutes a restricted transfer under the GDPR, the parties incorporate by reference the European Commission’s Standard Contractual Clauses for controller-to-controller transfers (Module One), which the parties agree to execute on request.

7.4 Amendments for Legal Compliance

If applicable law requires the parties to amend this Agreement or enter into additional agreements to address data-protection obligations, the parties will negotiate and enter into such amendments in good faith and without undue delay.

7.5 Artificial Intelligence

Customer acknowledges that the Platform uses artificial intelligence and machine-learning techniques to generate risk alerts and other intelligence outputs. Customer agrees that: (a) Cube AI may use artificial intelligence and machine learning within the Platform to generate Cube AI Data; (b) Customer is solely responsible for ensuring that its use of any AI-generated outputs complies with applicable law, including Article 22 of the GDPR where automated decision-making produces legal or similarly significant effects; (c) Customer will implement appropriate human review and intervention before relying on the Platform for any decision that has a legal or similarly significant effect on a natural person; and (d) Cube AI does not warrant the accuracy, completeness, or reliability of any AI-generated output, and Customer uses such outputs at its own discretion and risk.

SECTION 8. DATA RETENTION

Cube AI retains Cube AI Data and operational records of the Platform in accordance with its internal retention practices, which are designed to support ongoing fraud-prevention, security, and investigation activities and to comply with applicable law. Where the Order Form sets out specific retention parameters for any feature of the Platform those parameters will apply to that feature. Each party will comply with its own obligations under applicable data-protection law regarding retention, data minimization, and data-subject deletion requests, in each case in its capacity as an independent data controller.

SECTION 9. WARRANTIES

Cube AI warrants that the Platform will perform in material conformity with the Documentation. Customer must notify Cube AI of any non-conformity within thirty (30) days of the first occurrence. Cube AI will then have thirty (30) days to correct the non-conformity. If Cube AI cannot correct a confirmed material non-conformity within that period, Customer’s sole remedy is to terminate this Agreement and receive a pro-rata refund of pre-paid fees for the unused portion of the then-current subscription term. This is Customer’s sole and exclusive remedy for any non-conformity.

EXCEPT AS EXPRESSLY SET OUT ABOVE, THE SERVICES AND CUBE AI DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CUBE AI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUBE AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT THE CUBE AI DATA WILL BE COMPLETE OR ACCURATE. CUSTOMER USES THE SERVICES AND THE CUBE AI DATA AT ITS OWN RISK.

SECTION 10. INDEMNIFICATION

10.1 By Customer

Customer will defend, indemnify, and hold harmless Cube AI and its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, or action, and any associated damages, costs, and reasonable attorneys’ fees (collectively, “Claims”), arising out of (a) Customer’s breach of Section 3 (Access Grant), Section 4 (Customer Responsibilities), or Section 7 (Data Protection); (b) any information that Customer transmits to Cube AI in violation of Section 4.3 or Section 6.6; or (c) Customer’s violation of applicable law in connection with its use of the Platform or Cube AI Data.

10.2 By Cube AI

Cube AI will defend, indemnify, and hold harmless Customer from and against any Claim alleging that the Platform, when used in accordance with this Agreement and the Documentation, infringe a third party’s patent, copyright, trademark, or trade secret. If the Platform are held, or Cube AI reasonably believes they may be held, to infringe, Cube AI may, at its option and expense, (a) procure the right for Customer to continue using the Platform; (b) modify the Platform to make them non-infringing while preserving substantially equivalent functionality; or (c) terminate this Agreement and refund any pre-paid fees for the unused portion of the then-current subscription term. Cube AI has no obligation under this Section for any Claim arising out of (i) modifications to the Platform not made by or on behalf of Cube AI, or (ii) use of the Platform in combination with software, data, or services not provided by Cube AI.

10.3 Procedures

The party seeking indemnification (the “Indemnitee”) will (a) promptly notify the other party (the “Indemnitor”) of the Claim; (b) give the Indemnitor sole control of the defense and settlement, provided that any settlement releases the Indemnitee from all liability; and (c) provide reasonable cooperation, at the Indemnitor’s expense. The Indemnitee may participate in the defense at its own expense. Failure to give prompt notice relieves the Indemnitor only to the extent it is materially prejudiced by the delay. This Section states the Indemnitee’s sole and exclusive remedy and the Indemnitor’s entire liability for the Claims described above.

SECTION 11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (B) A BREACH OF SECTION 6 (CONFIDENTIALITY), OR (C) CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (B) A BREACH OF SECTION 6 (CONFIDENTIALITY), OR (C) CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CUBE AI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN.

11.3 SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. WHERE THE LIMITATIONS IN THIS SECTION CANNOT BE GIVEN FULL EFFECT, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

SECTION 12. TERM AND TERMINATION

12.1 Term

This Agreement begins on the Effective Date and continues for the initial term set out in the Order Form (the “Initial Term”). It will automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term. The Initial Term and any Renewal Terms together constitute the “Term.”

12.2 Termination for Cause

Either party may terminate this Agreement and any Order Form on written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach. If the breach is not capable of cure, the non-breaching party may terminate immediately on written notice.

12.3 Termination for Insolvency

Either party may terminate this Agreement immediately on written notice if the other party (a) becomes insolvent or unable to pay its debts as they become due; (b) files, or has filed against it, a petition in bankruptcy or similar proceeding that is not dismissed within ninety (90) days; (c) makes an assignment for the benefit of creditors; or (d) ceases to conduct business in the ordinary course.

12.4 Suspension

Cube AI may suspend Customer’s access to the Platform if (a) there is a reasonable threat to the security or integrity of the Platform; (b) Cube AI reasonably believes Customer is in material breach of this Agreement; or (c) any undisputed amount owed to Cube AI is more than thirty (30) days overdue. Cube AI will restore access promptly once the cause of the suspension is resolved.

12.5 Effect of Termination

Termination does not relieve Customer of its obligation to pay any fees that have accrued prior to the effective date of termination. If Customer terminates under Section 12.2 or 12.3, Cube AI will refund any pre-paid fees for the unused portion of the then-current subscription term. If Cube AI terminates under Section 12.2, 12.3, or 12.4, all fees payable through the end of the then-current term will become immediately due and payable. Upon expiration or termination, Customer’s right to access the Platform and use the Cube AI Data ends immediately, and each party will return or destroy the other party’s Confidential Information in accordance with Section 6.4.

12.6 Survival

Sections 1 (Definitions), 3.2 (Ownership), 3.5 (Usage Information), and Sections 5 through 14 survive any expiration or termination of this Agreement.

SECTION 13. RESELLER ORDERS

13.1 Reseller Orders

If Customer obtains the Platform through an authorized third-party reseller (a “Reseller”), this Section 13 applies and prevails over any conflicting term in this Agreement.

13.2 Payments

Fees are agreed between Customer and Reseller and are payable by Customer to Reseller under the agreement between them (the “Reseller Agreement”). Cube AI is not a party to the Reseller Agreement.

13.3 Reseller as Administrator

Customer may permit Reseller to assist with the administration and configuration of Customer’s account, including the management of Access Credentials. As between Cube AI and Customer, Customer remains responsible for all access granted to Reseller and all actions taken by Reseller in connection with Customer’s account.

13.4 Reseller Support

Reseller may provide first-level technical support for the Platform, including the identification, diagnosis, and resolution of issues prior to escalation to Cube AI. In doing so, Reseller may share relevant Customer account information and support details with Cube AI.

13.5 Disclosure to Reseller

Cube AI may share Customer Confidential Information with Reseller to the extent reasonably necessary to provide, support, or administer the Platform. Customer authorizes such sharing, subject to the confidentiality obligations of Section 6.

SECTION 14. GENERAL

14.1 Governing Law and Venue

This Agreement is governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles, and, with respect to copyrights, trademarks, and patents, by U.S. federal law. Any dispute arising out of or relating to this Agreement is subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and the parties consent to the personal jurisdiction and venue of those courts.

14.2 Export and Anti-Corruption

Each party will comply with applicable export laws and regulations of the United States and other applicable jurisdictions in connection with this Agreement. Each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports. Customer represents that neither it nor any of its personnel has offered or received any improper payment, bribe, kickback, or other thing of value in connection with this Agreement.

14.3 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

14.4 Waiver

No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. The failure to enforce any provision will not constitute a waiver of that provision or any other provision.

14.5 Entire Agreement

This Agreement, together with all Order Forms and any documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. No modification or amendment is effective unless in writing and signed by both parties. In the event of a conflict between these General Terms and an Order Form, the Order Form prevails for that order. Any pre-printed terms in a Customer purchase order or other ordering document are of no effect.

14.6 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement, on written notice and without consent, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

14.7 Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil disturbance, labor disputes, governmental action, or failures of internet or telecommunications providers. The affected party will use reasonable efforts to notify the other and resume performance. If a force majeure event prevents Cube AI from providing the Platform for thirty (30) consecutive days, Customer may terminate this Agreement and receive a pro-rata refund of pre-paid fees for the period during which the Platform were unavailable.

14.8 Independent Contractors

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship, and neither party may bind the other.

14.9 Notices

Notices to Customer may be delivered by email to the address provided on the Order Form or by overnight courier or certified mail to the address provided on the Order Form. Notices to Cube AI must be sent by email to legal@cube3.ai or by overnight courier or certified mail to: Cube Security Inc., Attn: Legal Department, 3000 El Camino Real, Building 4, Suite 200, Palo Alto, California 94306, U.S.A.

14.10 Construction

Section headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation.” References to a statute or regulation include any amendments. This Agreement will be interpreted fairly according to its terms and not strictly for or against either party.

ACCEPTED AND AGREED:

This Agreement is executed by the parties through the applicable Order Form, the signature of which incorporates these General Terms by reference.