DRAFTER TERMS AND CONDITIONS

These Drafter Terms and Conditions (the “Terms”) are entered into between Drafter Inc. (“Drafter”) and the entity that has executed an Order Form (as defined below) that references and incorporates these Terms by reference (“Customer”), and governs Customer’s access to and use of the Services described on such Order Form. These Terms and the Order Form, and any exhibits, schedules and addenda thereto, constitute the complete understanding between the parties on the subject matter herein (“Agreement”) and is effective on the earlier of: (a) the date that the Order Form is fully executed by the parties, or (b) Customer’s initial access to and use of the Services (“Effective Date”). 

By entering into an Order Form and/or otherwise accessing or using the Services, Customer agrees to be bound by these Terms and the other terms and conditions of the Agreement. If Customer does not accept these Terms, Customer is not authorized to access or use the Services. Please note that these Terms are subject to change by Drafter in its discretion at any time. When changes are made to these Terms, Drafter will make a copy of the updated Terms available to Customer via email or at the Drafter website and update the “Last Updated” date at the top of these Terms. If Drafter makes material changes to these Terms, Drafter will provide written notice of such material changes and attempt to notify Customer by sending an email notice to Customer. Any changes to the Terms will be effective upon the earlier of (a) thirty (30) days after the “Last Updated” date at the top of these Terms, or (b) Customer’s consent to and acceptance of the updated Terms if Drafter provides a mechanism for Customer’s immediate acceptance in a specified manner (e.g., clickthrough acceptance), which Drafter may require before further access to and use of the Services is permitted. 

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1. PROVISION OF SERVICES. During the applicable Term and subject to the terms and conditions of this Agreement, Drafter will provide Customer with access to the Drafter Platform. On or as soon as reasonably practicable after the Effective Date, Drafter will provide to Customer the necessary passwords, access codes, technical specifications, connectivity standards or security protocols, or other relevant procedures necessary (“Access Protocols”) to allow Customer and its Users to access the Drafter Platform. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Drafter Platform, and notify Drafter promptly of any such unauthorized use known to Customer.
2. INTELLECTUAL PROPERTY
   
   1.    License Grant. Subject to the terms and conditions of this Agreement, Drafter grants to Customer a non-exclusive, non-transferable (except as permitted under Section 12.4 (No Assignment)) license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the Drafter Platform in accordance with any user or technical documentation for the Drafter Platform provided by Drafter (“Documentation”); and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the Drafter Platform. Customer may permit any Users to access and use the features and functions of the Drafter Platform as contemplated by this Agreement.  
   2. Restrictions. Customer will not, and will not permit any User or other party to: (a) allow any third party to access the Drafter Platform  or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Drafter Platform  or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Drafter Platform or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Drafter Platform , except as permitted by law; (e) interfere in any manner with the operation of the Drafter Platform,, or the hardware and network used to operate the Drafter Platform; or (f) modify, copy or make derivative works based on any part of the Drafter Platform or Documentation; (g) access or use the Drafter Platform or Documentation, to build a similar or competitive product or service; (h) attempt to access the Drafter Platform or   through any unapproved interface; or (i) otherwise use the Drafter Platform or Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the Drafter Platform or   will not be used, and are not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions.
   3. Drafter IP. Customer acknowledges and agrees that Drafter is, and shall remain, the sole and exclusive owner of (a) the Drafter Platform, Documentation, and all worldwide Intellectual Property therein, (b) Generic Tools; (b) Pre-Existing Property of Drafter; (c) Drafter Confidential Information; (d) software, methodologies, tools, compilers, specifications, concepts, techniques, documentation and/or data utilized by Drafter in the performance of Services, which has been created, originated, acquired, obtained or developed by Drafter, its affiliates or by third parties either prior to the commencement of Services or outside of the scope of the Services; (e) any and all additions, enhancements, improvements or other modifications to any of the foregoing listed in (a) through (d) (whether or not made during the performance of the Services and only to the extent they do not include Customer Materials or Customer Confidential Information);  and (f) all intellectual property rights in connection with all of the foregoing listed in (a) through (e). Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding Drafter IP or any part thereof.
   4. Customer IP. Customer shall be the sole and exclusive owner of Customer Materials and Outputs. However, Drafter does not transfer any right, title, or interest in or to any Drafter IP underlying or incorporated into any such Outputs, except that subject to the terms and conditions of this Agreement, Drafter grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 12.4), non-sublicensable license to use the Drafter IP solely as and to the extent incorporated in the Outputs (and in no event on a standalone basis) for Customer’s internal business purposes. 
   5. Usage Data. Drafter shall have the right to (a) collect data regarding the statistical usage e.g., response times and error logs, or data related to billing, performance, and usage metrics (“Usage Data”) with respect to your use of the Platform and Services; (b) de-identify such Usage Data with respect to your use of the Platform and Service; and (c) use such de-identified Usage Data, including on an aggregated basis with other similar Usage Data, for purposes of operating, providing, and improving the Platform and Service, including to train Drafter’s Models and to market and promote the Platform and Services (provided that no such marketing or promotional use will enable identification of you or Customer). All Usage Data, including any de-identified or aggregated versions of such Usage Data, and all data derived from such Usage Data, will be owned and retained by Drafter.  
   6. Open Source Software. The Services may include open-source components, which are subject to applicable open-source licenses. 
   7. Feedback. Customer hereby grants to Drafter a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services or any of Drafter’s other products and services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the Services. Drafter will not identify Customer as the source of any such feedback.
3. PILOT SERVICES.
   
   1. General.  During the period when Customer is receiving the Services under an evaluation, alpha, pilot, proof of concept, or other trial license as designated on an Order Form (“Pilot Services”), the terms and conditions of this Section 4 shall apply and those in Sections 3.1 (License Grant), and 10 (Indemnification) (collectively, the “Inapplicable Provisions”) do not apply.  Reference Section 3.1 (License Grant) for the terms applicable to a commercial subscription to the Services.  
   2. Evaluation License and Term.  Subject to the terms and conditions of this Agreement (excluding the Inapplicable Provisions), Drafter hereby grants Customer and its Users a non-exclusive, non-transferable (except in connection with a permitted assignment) license (i) to access and use the Services in accordance with the Documentation and subject to the limitations set forth on the initial Order Form solely for the purposes of internally evaluating the performance and functionality of the Services on an evaluation basis, subject to the Pilot Services 
   3. Disclaimer.  ANY CUSTOMER DATA OR OTHER CUSTOMER MATERIALS THAT CUSTOMER OR ANY OF ITS USERS ENTERS INTO THE SERVICES DURING THE PILOT PERIOD MAY BE PERMANENTLY LOST IF CUSTOMER ELECTS NOT TO PURCHASE THE SERVICES UNLESS CUSTOMER EXPORTS SUCH CUSTOMER DATA OR OTHER CUSTOMER MATERIALS BEFORE THE END OF THE PILOT PERIOD.
4. FEES AND EXPENSES; PAYMENTS
   
   1. Fees. In consideration for the access rights granted to Customer and the Services performed by Drafter under this Agreement, Customer will pay to Drafter the fees set forth in the applicable Order Form (“Fees”). Except as otherwise provided in the Order Form, all Fees are billed and payable in advance on a monthly basis, commencing on the Effective Date. Drafter reserves the right to modify the Fees payable hereunder upon written notice to Customer at least ninety (90) days prior to the end of the then-current term, which modified Fees will take effect at the commencement of the immediately subsequent term. Drafter will be reimbursed only for expenses that are expressly provided for in an Order Form or that have been approved in advance in writing by Customer, provided Drafter has furnished such documentation for authorized expenses as Customer may reasonably request.  Drafter reserves the right (in addition to any other rights or remedies Drafter may have) to discontinue the Drafter Platform and suspend all Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. 
   2. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Drafter’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Drafter Platform to Customer. Customer will make all payments of Fees to Drafter free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Drafter will be Customer’s sole responsibility, and Customer will provide Drafter with official receipts issued by the appropriate taxing authority, or such other evidence as the Drafter may reasonably request, to establish that such taxes have been paid. 
   3. Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
5. CUSTOMER MATERIALS AND RESPONSIBILITIES
   
   1. License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality, completeness, and legality of Customer Materials. Customer will obtain all third party licenses, consents and permissions needed for Drafter to use the Customer Materials to provide the Services. Without limiting the foregoing, Customer will be solely responsible for obtaining from third parties all necessary rights for Drafter to use the Customer Materials submitted by or on behalf of Customers for the purposes set forth in this Agreement. Customer grants Drafter a non-exclusive, worldwide, royalty-free and fully paid license (a) during the Term, to use the Customer Materials as necessary for purposes of providing and improving the Services, (b) during the Term, to use the Customer trademarks, service marks, and logos as required to provide the Services, and during and after the Term, (c) during and after the Term, to use the Customer Materials in an aggregated and anonymized form to: (i) improve the Services and Drafter’s related products and services, including to train Drafter’s machine learning algorithms and Models; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Services, provided, however, that no Customer-only statistics will be disclosed to third parties without Customer’s consent. The Customer Materials, and all worldwide intellectual property rights in it, is the exclusive property of Customer. All rights in and to the Customer Materials not expressly granted to Drafter in this Agreement are reserved by Customer.
   2. Customer Warranty. Customer agrees not to provide, and represents and warrants that the Customer Materials will not contain: (i) any Sensitive Information (defined below); (ii) any content or material that is illegal or violates, infringes or misappropriates any third party’s intellectual property rights, or constitutes an invasion of privacy or misappropriation of publicity rights; (iii) any content or material that is indecent or obscene; (iv) any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Drafter Platform,  , or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Drafter Platform or   to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operation; or (v) any content or material that is otherwise objectionable to Drafter in its sole discretion.  As used herein, “Sensitive Information” means (a) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations; (b) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standard (“PCI DSS”); (c) Social Security numbers, Social insurance numbers, passport numbers, driver’s license numbers or other government-issued identification numbers; (d) financial account numbers; (e) online account credentials; or (f) other personal information governed by the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, or Children’s Online Privacy Protection Act.  Customer acknowledges that Drafter is not a business associate (as that term is defined under HIPAA) or a payment card processor.  Customer acknowledges that neither the Drafter Platform nor any other aspect of the Services is designed to be HIPAA or PCI DSS compliant. 
   3. Personal Data.  Before providing to Drafter or otherwise enabling Drafter to process (meaning any operation or set of operations performed on Personal Data, whether or not by automated means, including collection, recording, organization, storage, use, disclosure, analysis, transmission, or deletion) any data that constitutes “personal data,” “personal information,” or other analogous terms as defined in the Applicable Privacy Laws (“Personal Data”), Customer will enter into a Data Processing Addendum (“DPA”) with Drafter. If Customer has not entered into a DPA, Customer represents, warrants and covenants that no Personal Data will be provided to or processed by Drafter under this Agreement. 
   4. Use of AI.  The Services may utilize certain publicly available artificial intelligence and deep learning platforms, algorithms and models (“Models”) to generate Outputs, based on the Customer Materials, queries, prompts, or inputs entered by Customer or its Users (“Inputs”).  Customer acknowledges that the Outputs are based on Inputs, as well as Models and information, that Drafter has no control over.  Accordingly, all Outputs are provided “as is” and with “all faults”, and Drafter makes no representations or warranties of any kind or nature with respect to any Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability.  Customer acknowledges and agrees that: (a) AI-generated Outputs may be inaccurate, incomplete, or incorrect due to the probabilistic nature of machine learning; (b) Outputs are provided as assistance and do not constitute professional advice; (c) Customer is solely responsible for reviewing, testing, validating, and deploying all Outputs, including any generated code, designs, or architecture; (d) the Services do not replace human judgment, legal review, security review, or professional expertise; (e) generated code, designs, or architecture may contain errors or vulnerabilities and may resemble publicly known patterns or practices; (f) Drafter makes no guarantees of originality, non-infringement, or fitness for production with respect to any Outputs; and (g) Customer is solely responsible for its use of its Outputs created through the Services and assumes all risks associated with its use of its Outputs, including any potential copyright infringement claims from third parties or any disclosure of Outputs that identifies Customer or any third party. Outputs are intended for internal use by Customer only and Customer agrees its disclosure of the Outputs to any third party, and any third party’s reliance on any such Outputs, is at Customer’s sole risk. Furthermore, Drafter will have no liability for the unavailability of any Models, or any third party’s decision to discontinue, suspend or terminate any third-party provided Models. Customer understands that additional license requirements may apply to certain Models, and will be included in information for such Models as part of Customer’s use of the Services and that Customer must review and comply with such requirements for the Models used.
6. WARRANTIES AND DISCLAIMERS
   
   1. Limited Warranty. Drafter represents and warrants that it will provide the Services and obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies Drafter in writing of the breach within thirty (30) days following performance of the defective Services, specifying the breach in reasonable detail, Drafter will, as Customer’s sole and exclusive remedy, either (a) re-perform the Services or (b) at Drafter’s option, refund the fees paid by Customer for the Services which gave rise to the breach. Drafter further warrants to Customer that the Drafter Platform will operate free from material Errors during the Term, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (i) any use of the Drafter Platform not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Drafter Platform in combination with other products, equipment, software or data not supplied by Drafter; or (iii) any modification of the Drafter Platform by any person other than Drafter or its authorized agents. Provided that Customer notifies Drafter in writing of any breach of the foregoing warranty during the Term, Drafter will, as Customer’s sole and exclusive remedy, provide reasonable support to cure any such Errors. 
   2. General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, PLATFORM, AND DOCUMENTATION ARE PROVIDED “AS IS,” AND DRAFTER MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. DRAFTER DOES NOT WARRANT OR GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY SERVICES OR OUTPUTS, OR THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE DRAFTER PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. DRAFTER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE ACCURACY, LEGALITY, COMPLETENESS, OR QUALITY OF ANY CUSTOMER MATERIALS, CUSTOMER DATA, AND/OR OUTPUTS, AND/OR ANY RESULTS IN RELIANCE ON ANY SUCH CUSTOMER DATA. CUSTOMER ACKNOWLEDGES AND AGREES THAT DRAFTER IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD DRAFTER LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH CUSTOMER. 
   3. Manufacturing Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE DRAFTER PLATFORM AND SERVICES ARE DESIGNED SOLELY TO GENERATE DRAWINGS, DESIGNS, AND OTHER DESIGN OUTPUTS, AND THAT DRAFTER IS NOT RESPONSIBLE FOR THE MANUFACTURING OF ANY PARTS OR COMPONENTS OR ANY RESULTS DERIVED FROM THE USE OF SUCH DRAWINGS, DESIGNS, OR OUTPUTS. WITHOUT LIMITING THE GENERALITY OF SECTION 7.2, CUSTOMER AND ITS USERS ACKNOWLEDGE AND AGREE THAT: (A) DRAFTER SHALL NOT BE LIABLE FOR ANY INACCURACIES, ERRORS, OR DEFECTS IN ANY PARTS OR COMPONENTS PRODUCED BASED ON DRAWINGS, OUTPUTS, OR OTHER DESIGN OUTPUTS GENERATED THROUGH THE DRAFTER PLATFORM OR THE SERVICES; (B) DRAFTER IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO TOLERANCES, MATERIAL SELECTION, MANUFACTURABILITY, PRODUCTION COSTS, PART PERFORMANCE, OR FITNESS OF ANY DRAWING, OUTPUT, OR OTHER DESIGN OUTPUT FOR ANY PARTICULAR MANUFACTURING PROCESS OR END USE; (C) IT IS THE SOLE RESPONSIBILITY OF CUSTOMER, ITS USERS, AND THEIR RESPECTIVE MANUFACTURING PARTNERS, CONTRACTORS, AND SUPPLIERS TO INDEPENDENTLY VERIFY, VALIDATE, AND ENSURE THAT ALL DRAWINGS, SPECIFICATIONS, AND OUTPUTS MEET ALL REQUIRED STANDARDS, REGULATIONS, AND SPECIFICATIONS APPLICABLE TO THE PRODUCTION, ASSEMBLY, AND USE OF ANY PARTS OR COMPONENTS; AND (D) DRAFTER SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, FINANCIAL LOSSES, COSTS OF DELAY, PRODUCT DEFECTS, PRODUCT RECALLS, PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE DRAFTER PLATFORM, SERVICES, OR OUTPUTS FOR MANUFACTURING OR PRODUCTION PURPOSES. CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS DRAFTER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO THE MANUFACTURE, PRODUCTION, ASSEMBLY, OR USE OF ANY PARTS OR COMPONENTS BASED ON OR DERIVED FROM ANY DRAWINGS, OUTPUTS, OR OTHER DESIGN OUTPUTS GENERATED THROUGH THE DRAFTER PLATFORM OR THE SERVICES.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL DRAFTER BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR DEATH, PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.   IN NO EVENT WILL DRAFTER’S AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO DRAFTER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL DRAFTER’S THIRD-PARTY PROVIDERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS. The parties agree that the limitations of liability set forth in this Section 8 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. 
8. CONFIDENTIALITY. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Drafter. Each party will protect the other party’s Confidential Information using the same degree of care it uses to protect its own Confidential Information of a similar nature, but is no event less than reasonable care, and will use such Confidential Information solely in connection with this Agreement. The Receiving Party may disclose Confidential Information only to Users or to employees  who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and the Receiving Party remains responsible for any breaches by such recipients. Except with respect to Personal Data, the confidentiality obligations set forth herein will not apply to any information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by the Receiving Party without use or reference to the Confidential Information. Disclosure of Confidential Information is also permitted to enforce rights under this Agreement or as required by law or court order, subject to prompt notice and reasonable cooperation where legally permitted. 
9. INDEMNIFICATION
   
   1. By Drafter. Drafter will defend and indemnify Customer against any third-party claim alleging that  the Drafter Platform infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Drafter Platform becomes, or in Drafter’s opinion is likely to become, the subject of a claim of infringement, Drafter may, at Drafter’s option: (a) procure for Customer the right to continue using the Drafter Platform; (b) modify or replace the Drafter Platform so that it becomes non-infringing; or (c) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Drafter Platform and Documentation. Notwithstanding the foregoing, Drafter will have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon (i) any use of the Drafter Platform not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Drafter Platform in combination with other products, equipment, software or data not supplied by Drafter; or (iii) any modification of the Drafter Platform by any person other than Drafter or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This Section 10.1 states the sole and exclusive remedy of Customer and the entire liability of Drafter, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
   2. By Customer. Customer will defend at its expense any suit brought against Drafter, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, or (b) Customer’s breach or alleged breach of Sections 3.2, 6.1, 6.2, 6.3, or 6.4. This Section 10.2 states the sole and exclusive remedy of Drafter and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
   3. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. 
10. TERM AND TERMINATION
    
    1. Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of a Order Form will begin on the effective date of the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with the Agreement. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.
    2. Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. 
    3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in the Section 9; and (c) any amounts owed to Drafter under this Agreement will become immediately due and payable. Sections 1, 3.2, 3.3, 3.4, 3.5, 3.7, 6.4, 7.2, 7.3, 8, 9, 11.3, and 12 will survive expiration or termination of this Agreement for any reason.
11. MISCELLANEOUS
    
    1. Governing Law and Dispute Resolution. This Agreement is governed by the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in Wilmington, Delaware. The arbitrator’s award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information, intellectual property rights, or other proprietary rights, without the requirement of posting a bond or proving actual damages.
    2. Waiver and Severability. A failure to enforce any provision is not a waiver. No waiver of any rights under this Agreement will be effective unless in writing and signed by an authorized signatory of Customer and Drafter. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect.
    3. Export; Compliance with Laws. Customer will comply with all applicable laws, including U.S. export control and sanctions laws, in connection with its access to and use of the Services and Documentation. 
    4. No Assignment. Neither party may assign, subcontract, or otherwise transfer this Agreement with the other party’s prior written consent, except that Drafter may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other change of control, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. 
    5. Publicity. Customer hereby grants to Drafter the express right to use Customer's company name and logo on Drafter’s website and in marketing and publicity materials and other communications to identify Customer as a Drafter customer.  
    6. Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, provided it uses reasonable efforts to resume performance.
    7. Independent Contractors. The parties are independent contractors and not partners, agents, or joint venturers, and neither party may bind the other. 
    8. Notices. All notices required or permitted under this agreement must be delivered in writing to the applicable email address on the Order Form, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Order Form by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
    9. Entire Agreement. These Terms, together with any Order Forms, constitute the entire agreement between the parties with respect to the subject matters hereof and supersedes all prior and contemporaneous agreements. In the event of a conflict between these Terms and any Order Form, the terms of the Order Form will govern solely to the extent of the conflict and solely with respect to such Order Form.
    10. fees set forth on the Order Form for the period of time set forth on the initial Order Form (the “Pilot Period”).
    11. Conversion into Commercial License.  When the Pilot Period concludes, unless the Customer elects to opt out of the commercial subscription, the evaluation license will automatically be converted into a commercial license as set forth in Section 3.1 (License Grant). Customer may elect to opt out of the commercial subscription and terminate the Agreement by providing written notice to Drafter prior to the expiration of the Pilot Period. All fees are payable by Customer to Drafter within thirty (30) days after receipt of an invoice from Drafter. 
    12. Termination of Evaluation License. The license in Section 4.2, all of Customer’s rights to use the Pilot Services, and this Agreement will terminate immediately in the event that Customer provides written notice to Drafter of Customer’s intention not to purchase the commercial subscription. Upon termination of the Pilot Services, Customer shall promptly cease use of the Pilot Services.

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