AIKODER TERMS OF SERVICE

Last updated: November 14, 2024

PLEASE READ THE FOLLOWING CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING AND/OR USING THE SOFTWARE.

These Terms of Service are entered into by and between AIKoder . ("AIKoder", "We", or "Our") and the individual or entity exercising any rights granted under this Agreement (“Customer” “You” or “Your”).

By clicking the "accept", “I agree”, “I confirm” (or similar) button and/or by accessing, downloading, installing, and/or using the Software (defined below) or any parts of it, You expressly acknowledge and agree that, as of such date (the “Effective Date”), You are entering into a binding legal agreement with AIKoder, and understand and agree to comply with, and be legally bound by, these terms and conditions (the "&Agreement").

If You are accepting this Agreement on behalf of Your employer or another entity (for example, if You are signing up using an email address from such employer or entity), You represent and warrant that: (i) You have full legal authority to bind Your employer or such entity to this Agreement; and (ii) You have read and understand the terms and conditions of this Agreement. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CLICK "I AGREE/I ACCEPT" (OR THE SIMILAR BUTTON OR CHECKBOX), AND YOU ARE NOT AUTHORIZED TO DOWNLOAD, USE, OR OTHERWISE ACCESS THE SOFTWARE.

Any AIKoder obligation hereunder may be performed (in whole or in part), and any AIKoder right hereunder may be exercised (in whole or in part), by an Affiliate (defined below) of AIKoder. Similarly, AIKoder may subcontract its performance (in whole or in part) hereunder to its Affiliates.

AIKoder reserves the right to modify this Agreement at any time by posting the modified Agreement at https://aikoder.com/terms. Such modifications will be effective upon posting (unless AIKoder specifies a later effective date). In such cases, AIKoder will also update the “Last Updated” reference set forth at the beginning of this Agreement.

You further represent and warrant that You are at least eighteen (18) years of age (and in any event, of a legal age to form a binding contract).

The parties herein may be referred to individually as a "Party" and collectively as the "Parties".

1. DEFINITIONS.

(a) "Affiliate" means any person, organization or entity controlling, controlled by, or under common control with a Party, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities or by contract or otherwise.

(b) "Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights (such as those arising from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended and/or succeed), trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.

(c) “Modifications” means (i) any addition, adaptation, modification, improvement, correction variation, enhancement, revision and/or interface elements of/to the Software, in any form or medium

whatsoever, or any part or aspect thereof; and (ii) any derivative work of the Software, including without limitation any code that is derived in any manner from the Software, or that uses or incorporates the Software, or any part or aspect thereof.

(d) “Order Form” means a transactional document, including any online ordering page, agreed between the parties, which states the Software License and/or Additional Services (defined below) being purchased, the term of the License or services, price, and/or other applicable transaction details.

(e) “Source Available Code” means computer software in human readable source code form that is not suitable for machine execution without the intervening steps of interpretation or compilation, and is made available for viewing but not for modification purposes.

(f) “Software” means the AIKoder Enterprise Edition software solution, which is accessible as a cloud-based (SaaS) offering at https://app.aikoder.com/ and downloadable in Source Available Code form at https://github.com/AIKoder, including any related documentation and Updates, if any.

(g) "Update" means an upgrade, update (such as a fix or patch), or other modification, improvement, enhancement or customization to or of the Software.

2. LICENSE.

Subject to Your compliance with the terms of this Agreement (including without limitation the License Restrictions in the section below), AIKoder grants You a limited, personal, non-exclusive, revocable, non-sublicensable, non-assignable, and non-transferable license, during the Term, to access, install and use the Software, download the Source Available Code (in whole but not in part), solely for Your own internal business or personal use, all as further specified herein (the "License"). You agree to use the Software in accordance with such documentation. Further, You must only install the Software on a device that you own or control. For the avoidance of doubt, the Software (and its copies) are only licensed, and not sold, to You. Any rights not expressly granted to You in this Agreement are hereby reserved by AIKoder and its licensors, and, except for the License, You are granted no other right or license in or to the Software, whether by implied license, estoppel, exhaustion, operation of law, or otherwise. Nothing in this Agreement shall in any way limit or restrict AIKoder’s ability to use the Software for any purpose whatsoever, including commercialization, sale, distribution or the right to make Modifications.

For clarity, the License does not apply to use of the Software's "core" component, which is licensed under Apache 2.0, and accessible at https://github.com/aikoder2024/aikoder.

3. LICENSE RESTRICTIONS.

3.1. As a condition to the License, You shall not do (or permit any third party to do) any of the following, in whole or in part (collectively, the "License Restrictions"): (i) sell, lease, sublicense, distribute, or otherwise transfer the Software; (ii) allow any third party to access or use the Software in any manner; (iii) arrange, translate, decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover the source code or non-literal aspects (such as, but not limited to, the underlying algorithms, structure, sequence, organization, ideas, routines, facilities, and formats) of, any of the Software components (when applicable); (iv) make any Modifications to the Software, including without limitation, to any Source Available Code; (v) copy the Source Available Code of the Software in part; (vi) place the Software onto a server so that it is accessible on a public network; (vii) use the Software to provide third parties with managed services or any other services; (viii) remove, obscure or modify any copyright or other proprietary notices included on or in the Software; (ix) work around any technical limitations in the Software, or use any tool to enable features or functionalities that are disabled in the Software; (x) use the Software for any unlawful purpose, or one that could associate AIKoder with any improper purpose (including infringement or misappropriation of any third party intellectual property, privacy, or publicity right); (xi) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Software;; (xii) use the Software to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the Software; (xiii) use the Software to circumvent the security of another person’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; (xiv) use the Software in connection with any stress test, competitive benchmarking or analysis, or otherwise publish or disclose, without AIKoder's prior express written approval, any the results of such activities or other performance data of the foregoing; and/or (xv) combine the Source Available Code with any other components that may obligate the Customer or AIKoder to make available any part of its Software.

3.2. To the extent You are given the right, under any law applicable to You, to receive information and/or materials for purposes of making the Software interoperable with other software products, You agree to request from AIKoder (in a writing containing reasonably detailed information to allow AIKoder to assess the request) access to such information and/or materials, and if AIKoder accepts such request (in its sole discretion), AIKoder may impose additional conditions on such access and use, which will be deemed added to the foregoing License Restrictions.

4. PAYMENT.

4.1. Fees.

If You ordered a paid License (rather than a free License), You agree to pay all fees stated in the Order Form, and in accordance with such Order Form's payment terms (such fees, the “Fees”).

4.2. General.

Except as otherwise expressly stated in Section 13 (Term and Termination) below or in an Order Form: (a) all Fees are stated, and are to be paid, in US Dollars; (b) all Fees are payable in advance; (c) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of: (a) the rate of one and a half percent (1.5%) per month; and (b) the highest amount permitted by applicable law. Fees are exclusive of all current and future taxes, including without limitation, sales, use, value-added, withholding or other taxes or levies on transactions made under this Agreement. If any taxes, exclusive of taxes imposed upon AIKoder’s net income, are found to be applicable, the appropriate amount of tax shall be invoiced to and paid by You. If a certificate of exemption or similar document is required to exempt You from sales or use tax liability, You shall obtain and furnish to AIKoder evidence of such exemption with the Order Form, in a form satisfactory to AIKoder.

5. SERVICE LEVELS, UPDATES AND TECHNICAL SUPPORT.

AIKoder may from time to time provide service levels, Updates and technical support, but shall not be under any obligation to do so. Software Service levels are available at https://aikoder.com/sla and may be offered only for certain License plans. Updates and technical support will be supplied according to whatever then-current internal policies We may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by AIKoder in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to Customer, and Customer consents to any such automatic updating or upgrading of the Software. In some cases, Customer may be required to install the Update manually. Updates and technical support may be accompanied by additional terms and conditions. AIKoder may in its sole discretion charge for Updates and/or technical support and/or require additional personal information.

6. ADDITIONAL SERVICES.

AIKoder may provide in the future specific paid features, tools, modules, or functionality of the Software (collectively "Features"). Access to such Features and/or receiving additional License metric volume, if applicable, during the Term (collectively, "Additional Services") shall be mutually agreed in writing, in each case according to the pricing agreed between the Parties (or the pricing pre-agreed in the Order Form, if any). Order Forms shall be subject to the terms and conditions of this Agreement.

7. OPEN SOURCE SOFTWARE.

The Software may include what is commonly referred to as 'open source' software. Under some of their respective license terms and conditions, AIKoder may be required to provide You with notice of the license terms and attribution to the third party, in which case AIKoder may provide You with such information (whether via the Site, as a file within the Software, or otherwise). Notwithstanding anything to the contrary herein, use of open source software included in the Software will be subject to the license terms and conditions applicable to such open source software, to the extent required by the applicable license (which terms and conditions shall not restrict the license rights granted to you hereunder), and to the extent any such license terms and conditions grant You rights that are inconsistent with the limited rights granted to You in this Agreement, then such rights in the applicable open source license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. AIKoder will comply with any valid written request submitted by You to us for exercising any rights You may have under such license terms and conditions (but We make no commitment on how quickly We will comply). The "Site" means AIKoder's official website and/or its Software repositories.

8. OWNERSHIP; FEEDBACK

8.1. Ownership. AIKoder and its licensors shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Software and any copies thereof, including without limitation, any Modifications. Without limiting the License Restrictions: (a) Customer shall immediately notify AIKoder in the event Customer creates any Modifications to the Software; (b) if any such Modifications are not considered under applicable law to be exclusively owned by AIKoder, Customer hereby irrevocably and unconditionally assigns, transfers and conveys to AIKoder all right, title and interest in and to such Modifications and waives any moral rights it may have therein; and (c) if and to the extent that applicable law does not permit the assignment of Modifications to AIKoder, You hereby grant to AIKoder the exclusive, worldwide, royalty-free, paid-up, irrevocable, perpetual, sublicensable and transferable right and license to use, modify distribute, adapt, reproduce, publish, perform, and display and otherwise commercially exploit Your Modifications to the Software.

8.2. Feedback. In respect of any suggestions, feedback, or similar ideas for or about the Software provided to AIKoder and/or its Affiliates by You or on Your behalf (collectively, "Feedback"): (a) You represent and warrant that such Feedback shall not contain or embody any confidential or proprietary information belonging to You or any third-party, and AIKoder shall have no obligation to keep the Feedback confidential or secure; and (b) You hereby grant (and shall grant) AIKoder and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, sublicensable (through multiple tiers), transferable, royalty-free, fully paid-up right and license to access, reproduce, use, distribute, sell, create derivative works of, publicly perform and display, and otherwise commercially exploit such Feedback, for any purpose and in any way, and without any restriction or obligations of any kind whatsoever.

9. DISCLAIMERS

THE SOFTWARE, AS WELL AS ANY OTHER GOODS OR SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF AIKoder PURSUANT TO THIS AGREEMENT (COLLECTIVELY, THE "AIKoder MATERIALS") ARE PROVIDED AND MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL DEFECTS AND AT YOUR SOLE RISK, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED BY AIKoder AND ITS LICENSORS. AIKoder AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF AIKoder MATERIALS; (B) THAT YOUR USE OF, OR RELIANCE UPON, AIKoder MATERIALS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (C) REGARDING THE OPERATION OF ANY CELLULAR NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR OR DATA CONNECTIVITY PROBLEMS (SUCH AS V2X); OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS.

10. LIMITATION OF LIABILITY

10.1. IN NO EVENT SHALL AIKoder, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OF OPPORTUNITY, WASTED TIME OR EXPENDITURE, OR OTHER ECONOMIC LOSS; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF COVER, OR OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

10.2. THE COMBINED AGGREGATE LIABILITY OF AIKoder AND ALL ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE FEES YOU HAVE PAID TO AIKoder (IF ANY) DURING THE THIRTY (30) DAY PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH CUSTOMER BRINGS ITS CLAIM.

10.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (SUCH AS, FOR EXAMPLE, IF A

JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR OF LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE); (ii) EVEN IF AIKoder OR ITS AFFILIATES HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (iii) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (iv) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT, TORT OR STATUTORY LIABILITY.

11. CONFIDENTIALITY.

The Software, including any information and documentation related thereto that are not in the public domain (the "Confidential Information"), are proprietary and confidential information of AIKoder. You shall keep in full confidence any information in connection with the Confidential Information and under access and use restrictions sufficient to protect copying, usage or disclosure thereof. Such restrictions will be reasonable and at least as stringent as those applied to Your most valuable confidential and proprietary information. No Confidential Information shall be disclosed by You to any third party, unless AIKoder has agreed to such disclosure in writing and in advance. The provisions of this Section shall remain in full force and effect after termination of this Agreement for whatever reason.

12. INDEMNITY

12.1. If any third party (including, but not limited to, a regulatory or governmental authority) makes or institutes any demand, claim, suit, action or proceeding against AIKoder, its Affiliates, and/or any of their respective licensors, directors, officers, employees, or representatives (each, an "Indemnitee"), and it is based upon or arises from any breach by You under this Agreement (in each case, an "Indemnity Claim"), then, upon written request by AIKoder (to be decided in its sole discretion), You agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (a) AIKoder reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases You agree to reasonably cooperate with AIKoder's defense counsel and activities at Your own cost and expense; and (b) You shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).

12.2. In addition, and regardless of whether (or the extent to which) You controlled or participated in the defense and/or settlement of an Indemnity Claim, You agree to indemnify and hold harmless the Indemnitee(s) for and against: (A) any costs and expenses (including reasonable attorneys' fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (b) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including, but not limited to, any fines or penalties).

13. TERM AND TERMINATION

13.1. Term. This Agreement commences on the Effective Date and continues until terminated in accordance herewith (the "Term").

13.2. Automatic Termination. This Agreement will be deemed automatically terminated if: (A) You breach the License (or part thereof); (b) You commit a material breach under this Agreement, and such breach is not curable; (c) You commit a material breach under this Agreement, and if such breach is curable, You fail to cure the breach within a reasonable period of time (or in any event, within fifteen (15) days of receipt of any written notice of such breach); (d) when We no longer provide the Software publicly in your region and/or (e) You institute any litigation against AIKoder, its Affiliates or licensors, or any other licensee of the Software (in their capacity as licensee).

13.3. Termination for Convenience by Customer. Each Party may, at any time, terminate this Agreement for convenience upon seven (7) days' prior written notice to the other Party. For such purpose, Your notice to AIKoder must be sent to: support@aikoder.com. If You are dissatisfied with the Software, or You object to any modifications of this Agreement, You agree that Your sole and exclusive remedy shall be to terminate this Agreement.

13.4. Effect of Termination. Upon termination of this Agreement, the License shall be deemed automatically terminated and revoked, and You must: (A) cease all further access and use of the Software; and (B) uninstall and permanently erase all copies of the Software from Your possession or control.

13.5. Survival. Termination of this Agreement shall not affect any rights or obligations that accrued as of the effective date of termination. Any provision of this Agreement that ought by its nature to survive termination, shall survive (including without limitation Sections 5 (Ownership; Feedback) through 13 (General)).

14. REFERENCE.

AIKoder may refer to You as a customer on the Site and in sales and marketing presentations and may use Your trademarks solely for such purposes.

15. GOVERNING LAW AND JURISDICTION.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Israel without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. Any claim, dispute or controversy between the parties will be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv, Israel and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, AIKoder may seek equitable relief in any court of competent jurisdiction. EXCEPT TO SEEK EQUITABLE RELIEF, OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS OR LICENSE RIGHTS OR OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE CORRESPONDING LIABILITY AROSE. OTHERWISE, YOU AGREE THAT SUCH CAUSE OF ACTION SHALL BE DEEMED PERMANENTLY BARRED. Any claims or damages that You may have against AIKoder shall only be enforceable against AIKoder, and not any other entity (such as AIKoder's Affiliates or licensors) or AIKoder's officers, directors, representatives, employees, or agents.

16. GENERAL

16.1. Entire Agreement. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between the Parties with respect to such subject matter. You acknowledge and agree that in entering into this Agreement You have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement or the Software.

16.2. Language; Electronic Contract and Communications. The language of this Agreement is expressly agreed to be the English language. You hereby irrevocably waive, to the maximum extent legally permitted, any law applicable to You requiring that the Agreement be localized to meet Your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. AIKoder may be able (but is not obligated) to provide You with copies of this Agreement on written request. You consent to receive communications from AIKoder electronically. Although AIKoder may choose to provide You notice under this Agreement by postal mail, AIKoder shall also be entitled to provide notice by email (in which case the notice will be deemed given on the day after sending) and/or by posting notices on the Site (in which case the notice will be deemed given when You access the Site). In addition, You acknowledge and agree that when You clicks on any “SUBMIT”, “I AGREE”, “I ACCEPT”, or similar button, You are submitting a legally binding electronic signature. Pursuant to any applicable laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE.

16.3. Assignment. AIKoder may assign this Agreement (or any of its rights and/or obligations hereunder) without Your consent, and without notice or obligation to You. This Agreement is personal to You, and You shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without AIKoder's prior express written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of each Party and its respective successors and assigns.

16.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the parties agree that the court making such determination shall have the

power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

16.5. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any Party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

16.6. Waiver. No failure or delay on the part of any Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by AIKoder, the writing must be duly signed by an authorized representative of AIKoder), and shall be valid only in the specific instance in which given.

16.7. Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the Parties.

16.8. No Third Party Beneficiaries. Except as may be expressly provided otherwise in this Agreement (such as AIKoder's Affiliates, and licensors, and Indemnitees), there shall be no third-party beneficiaries of, or under, this Agreement, and no third party shall be entitled to enforce any of these terms and conditions.

16.9. U.S. Government Rights. The Software is "commercial computer software" and the Documentation is "commercial computer software documentation," pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. If Customer is an agency, department, employee or other entity of the United States Government, then Customer's access to and use of the Software shall be subject solely to the terms and conditions of this Agreement.

16.10. Export Compliance. You represent and warrant that You are not a resident of (and You will not use the Software in) a country that the U.S. government has embargoed for use of the Software, and You shall not violate any Export Control Laws in connection with Your use of the Software. "Export Control Laws" means all applicable export and re-export control laws applicable to Licensee and/or AIKoder, as well as the United States' Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State..

16.11. Your Resources. Except for any goods and services that Agreement expressly requires AIKoder to provide, AIKoder is under no obligation to provide any goods or services. You shall be solely responsible: (A) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed to use the Software; (B) for ensuring their compatibility with the Software; and (C) for obtaining (and maintaining) all consents and licenses necessary to exercise Your rights under the License.

16.12. Expense. Except as may be expressly stated otherwise in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).