General Terms of Use for Path Integral Technology Inc.

1. Terms of Use

1.1. Acceptance of Terms of Use

These terms of use (“Terms of Use” or “Agreement”) are entered into by you (“you,” “your,” or “user”) and Path Integral Technology Inc. (“txyz.ai,”, “TXYZ”, “we,” “our,” or “us”). By using our Products and Services (as defined below) or by clicking accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, please do not access or use our Products and Services. For the purposes of these Terms of Use, “Products and Services” means the products and/or services specified in the order form or services agreement provided to you (“Order Confirmation”), including, without limitations, any software products, websites (including txyz.ai website), applications, and other incidental services associated therewith. If you are using and accessing the TXYZ API as part of our Products and Services, you also accept and agreed to be bound by the specific terms of use (https://platform.txyz.ai/terms) with respect to the TXYZ API. Such terms of use with respect to the TXYZ API are also considered part of the Terms of Use and shall control where it conflicts with the Terms of Use unless otherwise expressly provided. 

1.2. Access and Registration

To access and use our Products and Services, you may be required to register for an account. By registering an account, you agree to provide accurate, current, and complete information about yourself as prompted by the registration process, and to maintain and promptly update your information to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your account login credentials and for all risks associated with all use of our Products and Services through your account and all activities that occur under your account, in each case, whether or not such action was taken by your Authorized User, and whether or not such action was authorized by you.

1.3. Acceptable Use

You agree to use our Products and Services in accordance with this Terms of Use and in a manner that is lawful, non-infringing, and does not violate the rights of others or interfere with the use and enjoyment of our Products and Services by other users. You, and your authorized users (including your affiliates, and the respective employees, contractors, and advisors of you and your affiliates (as the case may be), collectively, “Authorized Users”), shall:

(a) comply with all applicable laws in using our Products and Services, including, without limitations, not upload, share, or distribute any content or material that is illegal, defamatory, obscene, harassing, or otherwise objectionable, or otherwise using our Products and Services to engage in or promote any illegal activities.

(b) not upload, share, or distribute copyrighted or proprietary material without the express written consent of the copyright owner.

(c) not use our Products and Services for any purpose other than for your own internal business purposes, or in any manner that could damage, disable, overburden, or impair our Products and Services (including txyz.ai website, its servers, or its networks) or any other authorized users’ use of our Products and Services.

(d) not license, sublicense, sell, assign, resell, lease, transfer, distribute or otherwise commercially exploit or make our Products and Services available to any third party (other than your Authorized Users), including, without limitations, any of your affiliated entities, thirty party vendors, wholesale partners, business consultants, or any person not under the sole employment with you, unless otherwise agreed by us in writing.

(e) use commercially reasonable efforts to prevent unauthorized access to, or use of, our Products and Services, and notify us as soon as you become aware of any such unauthorized access or use.

(f) not copy, modify, disassemble, decompile, reverse engineer, or attempt to view or discover the source code, underlying ideas, algorithms, structure or organizational form of our Products and Services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by the Order Confirmation, or these Terms of Use, or by law notwithstanding this prohibition.

(g) not use our Products and Services to develop or offer any product or service made available to any third party that could reasonably be seen to serve as a substitute for such third party’s possible purchase of any of our product or service, or to create or train any products, services, algorithms, automated recognition, machine learning, statistical models, or inference models (collectively, “Models”) that are competitive with, replicate or offer similar functionality to (x) any products or services provided by us, or (y) any Models that are used in connection with the operation of, or offered as part of, the products and services provided by us.

(h) not remove obscure any copyright, trademark, patent, or other proprietary notices, legends or symbols from Services.

(i) not interfere with, modify or disable any features, functionality or security controls of our Products and Services, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for our Products and Services.

1.4. User Responsibilities

You are responsible for (i) any content or materials you upload, share, or otherwise provided to us when using our Products and Services, and for any questions or interactions that you have with the artificial intelligence features available via our Products and Services (“AI”), (ii) obtaining, deploying and maintaining all computer hardware, software, modems, routers and other equipment necessary for you to access and use our Products and Services, (iii) ensuring the accuracy, completeness and integrity of the information that you provided to us for your access and use of our Products and Services, and (iv) using commercially reasonable efforts to ensure that your Authorized Users be in compliance with these Terms of Use and shall be responsible for any breach of these Terms of Use by your Authorized Users. You represent and warrant that you have all necessary rights and permissions to upload, share, or submit such content and materials to us when using our Products and Services, and that your use of our Products and Services does not violate any applicable laws or regulations. If you encounter any content or materials provided via our Products and Services that you believe violate these guidelines or any applicable laws or regulations, please notify us using the contact information provided in the "Contact Us" section, and we will promptly investigate and take appropriate action.

1.5. Subscriptions, Upgrades, and Downgrades

You may use your subscribed Products and Services (including, without limitation, any tiered package as selected by you) as set forth in your Order Confirmation (such Products and Services subscribed by you, the “Subscription Plan”). During the Service Term, you may at any time upgrade or downgrade your Subscription Plan through a new Order Confirmation, or otherwise terminate your current Order Confirmation at any time at your sole discretion upon notice to us. You hereby acknowledge and agree that, (i) once upgraded, your new Subscription Plan will take effect immediately and apply to the remainder of your current Service Term, provided that any Service Fees that you paid for upgrading your current Subscription Plan will be prorated from the date of the new Order Confirmation for the remainder of your current Service Term; (ii) once downgraded, both your new Subscription Plan and the new rate for downgrading your current Subscription Plan will take effect at the end of your current Service Term; and (iii) once terminated and subject to Section 11 of this Agreement, your access to your current Subscription Plan will be revoked at the end of your current Service Term, in which you terminate your current Subscription Plan by notice to us. In addition, you acknowledge and agree that in the event of downgrading your Subscription Plan, we are not liable, and you hereby release us from all claims in relation to, any loss of content, features, or capacity, including any Usage Data related thereto. Without limiting the generality of the foregoing, if you are using and accessing the TXYZ API, you will also be bound by the specific terms set forth in (https://platform.txyz.ai/terms) with respect to the TXYZ API.

2. Intellectual Property Rights

2.1. Ownership of Intellectual Property

We, and our licensors, own all worldwide right, title and interest in and to the underlying APIs (as defined below), data, and other technologies utilized in our Products and Services, including all related intellectual property rights (including all patent, copyright, trademark, and trade secret rights and other intellectual property and proprietary rights, whether registered or unregistered, collectively, “Intellectual Property Rights”) and any modifications, alterations, translations or derivative works related thereto, including but not limited to (i) any APIs and any code written by us in connection with our Products and Services, and (ii) any copyrights, trademarks, and patents, in the content on our Products and Services, including text, graphics, logos, and software, are owned by TXYZ or its licensors, unless otherwise indicated. Except for the licenses expressly granted to you in this Section 2, you (including your Authorized Users) will not acquire or claim any right, title or interest in or to our Products and Services or any related Intellectual Property Rights, whether by implication, operation of law or otherwise. Without limiting the generality of the foregoing, the AI-generated summary feature of our Products and Services and any other content produced by the AI on our Products and Services are owned by TXYZ or its licensors.

2.2. User-Generated Content and Third-Party Content

By uploading, sharing, or submitting content or materials to our Products and Services, or otherwise providing any information to us during your access and use of our Products and Services, you represent and warrant that you have all necessary rights and permissions to do so, and that you are not infringing upon any third-party’s Intellectual Property Rights. As between you and us, you retain ownership of the intellectual property rights in the content or materials you upload, share, or submit, or otherwise provided to us during your access and use of our Products and Services, subject to the license granted to TXYZ below. Without limiting the generality of the foregoing, the list of papers and recommendations provided on our Products and Services are based on third-party content, and TXYZ does not hold the copyright of these papers. Any copyright or intellectual property related to these papers belongs to their respective owners.

2.3. Usage Data

Notwithstanding anything to the contrary set forth herein, we may collect and use your usage data and telemetry collected by us relating to your use of our Products and Services (“Usage Data”) to develop, improve, operate, and support our products and services (the “Purpose”).  As between you and us, we retain all ownership or license rights in the Usage Data.  To the extent that you retain any of the rights, title and interest in and to any Usage Data that cannot be assigned by you to us, you hereby grant to us an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest solely for the Purpose.  We agree not to share any Usage Data that includes your Confidential Information (as defined below) either (i) to the extent that such Usage Data is anonymized and aggregated such that it does not identify you or your Confidential Information; or (ii) in accordance with Section 9 of this Agreement.  Such Usage Data will be subject to our Privacy Policy available at https://www.txyz.ai/privacy, which policy is hereby incorporated by reference and made a part of this Agreement.

2.4 Feedback.

To the extent that you provide us with any feedback, including any and all suggestions for improvement or enhancement, recommendations, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic or written form) to us in connection with our Products and Services (collectively, “Feedback”), you hereby grant to us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable, royalty-free, fully paid-up right and license to use and commercially exploit the Feedback in any manner we deem fit.

2.5. License to TXYZ

By accessing and using our Products and Services, including, without limitations, by uploading, sharing, or otherwise submitting content or materials to our Products and Services, you grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, and sublicensable license to use, process, analyze, and otherwise exploit such content or materials, in whole or in part, and in any format or medium, for the purpose of providing, maintaining, or improving our Products and Services, including the use of chat history for the development and training of AI models. This license does not grant us the right to share your chat history or user-uploaded PDF files with third parties, except when necessary to provide our Products and Services (such as using third-party service providers for data storage or processing) or in compliance with applicable laws and regulations.

2.6. Third-Party Content

To the extent applicable, TXYZ may provide access to, or recommend, third-party content, including papers, on our Products and Services. Such content is provided for informational purposes only and is subject to the copyright and intellectual property rights of the respective third-party owners. TXYZ does not claim any ownership or control over the content of these papers and is not responsible for their accuracy, availability, or legality. Your use of, or reliance on, any third-party content is at your own risk.

2.7. Respect for Intellectual Property Rights

To the extent applicable, you agree not to use our Products and Services to infringe upon any intellectual property rights, including copyrights, trademarks, and patents. To the extent applicable, if you believe that your intellectual property rights have been violated by content or materials on our Products and Services, please notify us using the contact information provided in the "Contact Us" section, and we will promptly investigate and take appropriate action.

2.8. AI-Generated Summaries and Content

To the extent applicable, AI-generated summaries and content provided by our Products and Services for your personal use only and may not be redistributed, sold, or used for commercial purposes without the prior written consent of TXYZ. You acknowledge and agree that the AI-generated summaries and content may contain inaccuracies, errors, or omissions, and TXYZ disclaims any liability for any reliance on such summaries or content.

2.9. Changes to the Intellectual Property Rights Section

We reserve the right to update, modify, or replace this Intellectual Property Rights section at any time. We will notify you of any significant changes by posting a notice on our Products and Services or by sending an email to the address associated with your account. Your continued use of our Products and Services after the effective date of any changes to the Intellectual Property Rights section constitutes your acceptance of the updated Intellectual Property Rights section.

2.10 API Access and License to You

We may offer access to certain features and functionalities of our Products and Services via an application programming interface (API). Use of the API is subject to these Terms of Use and any additional terms, policies, or documentation provided in connection with the API (collectively “API Terms”). By using the API, you agree to the API Terms. Subject to these Terms of Use, the API Terms and Order Confirmation, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Service Term to use and make calls to the APIs to develop, implement and distribute applications solely as permitted by the API Terms. We reserve the right to monitor, control, and limit your access to the API, including but not limited to imposing limits on your usage, suspending or terminating your access, or blocking IP addresses at any time if you breach any of these Terms of Use, the API Terms and/or the Order Confirmation. We may update, modify, enhance, suspend, discontinue or otherwise make changes to the API Terms and/or the API at any time without notice. Your continued use of the API constitutes acceptance of any changes or updates to the API Terms.

3.  Digital Millennium Copyright Act (DMCA) Copyright Notice and Takedown Policy

3.1. Reporting Copyright Infringement

If you are a copyright owner and you believe that your copyrighted work has been copied, reproduced, displayed, or distributed on our Products and Services in a way that constitutes copyright infringement, please contact our designated agent using the following information:

Path Integral Technology, Inc.

Name: Copyright Manager

Address: 10430 Stern Ave., Cupertino, CA 95014

Phone: (650) 206-2056

Email: support@txyz.ai

Pursuant to 17 U.S.C. § 512(c), to be effective, the written notification must contain the following information:

(a) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at our Products and Services are covered by a single notification, a representative list of such works at our Products and Services.

(b) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

(c) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address.

(d) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(e) A statement, made under penalty of perjury, that the information in the notice is accurate and that the complaining party is authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed.

(f) An electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that under Section 512(f) of the Digital Millennium Copyright Act, any person who knowingly materially misrepresents that material is infringing may be subject to liability. If you are unsure whether material on our Products and Services is infringing, we suggest that you contact an attorney prior to sending notice.

3.2. Counter-Notification

If you believe that your content was removed or disabled as a result of a mistake or misidentification, you may submit a counter-notification by providing a written communication containing the following information:

(a) Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access was disabled.

(b) Your name, address, telephone number, and email address.

(c) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification.

(d) A statement that you consent to the jurisdiction of the federal court in the State of California, and that you will accept service of process from the person who provided the original copyright infringement notice or an agent of such person.

(e) Your electronic or physical signature.

3.3. DMCA Compliance

We will respond promptly to any claims of copyright infringement in accordance with the DMCA and other applicable laws. We reserve the right to remove or disable access to any content or materials alleged to be infringing upon copyright without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we may also terminate your account if we determine that you are a repeat infringer.

3.4. Changes to the Copyright Infringement and DMCA Policy

We reserve the right to update, modify, or replace this Copyright Infringement and DMCA Policy at any time. We will notify you of any significant changes by posting a notice on our Products and Services or by sending an email to the address associated with your account. Your continued use of our Products and Services after the effective date of any changes to the Copyright Infringement and DMCA Policy constitutes your acceptance of the updated Copyright Infringement and DMCA Policy.

4. Limitation of Liability and Disclaimer of Warranties

4.1. Limitation of Liability

Regardless of whether such liability arises from contract, indemnification, warranty, tort (including negligence), strict liability or otherwise, and regardless of whether TXYZ has been advised of the possibility of such loss or damage, to the maximum extent permitted by applicable law and notwithstanding any failure of essential purpose of any limited remedy or limitation of liability, TXYZ, its affiliates, officers, directors, employees, agents, partners, and licensors shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, revenue, use, data, business interruption, or other intangible losses, resulting from (a) the use or inability to use our Products and Services; (b) the cost of procurement of substitute goods or services resulting from any goods, data, information, or services obtained or messages received or transactions entered into through or from the access or use of our Products and Services; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on our Products and Services; (e) your access or use of our Products and Services; or (f) any other matter relating to our Products and Services, provided that, in no event shall the total cumulative liability arising out of or relating to these Terms of Use or Order Confirmation or the subject matter hereof and thereof exceed the amounts paid by you to us for our Products and Services in the six (6) months prior to the event giving rise to such liability.

4.2. Disclaimer of Warranties

Your access and use of our Products and Services is at your sole risk. Our Products and Services are provided on an "as is" and "as available" basis, with no warranties whatsoever, express or implied. To the full extent permitted by law, TXYZ and its licensors expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, quiet enjoyment and non-infringement. TXYZ makes no warranty that (a) our Products and Services will meet your requirements; (b) our Products and Services will be uninterrupted, timely, secure, or error-free; (c) the results obtained from the use of our Products and Services will be accurate, reliable, or complete; (d) the quality of any products, services, information, or other material obtained by you through your access or use of our Products and Services will meet your expectations; or (e) any errors in our Products and Services will be corrected.

5. Indemnification

You agree to indemnify, defend, and hold harmless TXYZ, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your (or your Authorized Users’) access to or use of our Products and Services, your (or your Authorized Users’) violation of applicable laws or breach of these Terms of Use, the API terms, the Order Confirmation, or your (or your Authorized Users’) infringement or misappropriation of any intellectual property or any violation of other rights of any person or entity, or your (or your Authorized Users’) any willful misconduct, negligence, bad faith, and fraud.

6. Governing Law and Jurisdiction

6.1. Governing Law

These Terms of Use and any other legal documents or agreements pertaining to our Products and Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Your use of our Products and Services may also be subject to other local, state, national, or international laws.

6.2. Jurisdiction and Dispute Resolution

You agree to submit to the exclusive jurisdiction of the courts located within the State of California for the resolution of any disputes arising from or related to the use of our Products and Services or the interpretation of these legal documents. In the event of a dispute, you and TXYZ shall first attempt to resolve the matter amicably through negotiation or, if necessary, through mediation, before resorting to litigation.

7. Changes to the Legal Documents

7.1. Changes to the Legal Documents

TXYZ reserves the right to update, modify, or replace any of the legal documents, including these Terms of Use, at any time, at its sole discretion. We will notify you of any significant changes by posting a notice on our Products and Services or by sending an email to the address associated with your account. It is your responsibility to review the legal documents periodically to stay informed about any changes.

7.2. Acceptance of Changes

Your continued use of our Products and Services following the posting of changes to the legal documents or receiving a notice of changes will constitute your acceptance of such changes. If you do not agree to the changes, you must immediately cease using our Products and Services and notify TXYZ of your decision to terminate your account. Any changes to the legal documents will not apply retroactively and will become effective from the date they are posted, unless specified otherwise.

8. Payments, Fees, and Free Trial

8.1. Services Fees

Use of our Products and Services, including but not limited to our Products and Services, API, and other related services, may require payment of applicable fees as set forth in the respective Order Confirmation. You may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to us that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with us or the applicable Payment Processors of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay us the amount that is specified in the payment plan in accordance with the terms of such plan as set forth in your Order Confirmation and this Agreement. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize us (through the Payment Processors) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your Subscription Plan, and you further agree to pay any charges so incurred. TXYZ reserves the right to modify fees for any paid products or services at any time. Your continued use of a paid product or service after a fee change constitutes acceptance of the modified fee. If you dispute any charges, you must notify us within thirty (30) days after the date we charge you, or within such longer period of time as may be required under applicable law.

8.2. Payment Terms

Without limiting the generality of the foregoing, other than for a Free Trial, you shall pay the applicable service fees (the “Service Fees”) as set forth in the Order Confirmation, which shall be paid in US Dollars or Chinese Yuan, as selected by you, in each case in immediately available funds. The fees are exclusive of all applicable sales, use, or value-added taxes with respect to your use of our Products and Services (except for taxes imposed on our net income), which shall be borne and paid by you. All Service Fees are upfront and non-refundable once paid. We reserve the right to modify the Service Fees in our sole discretion from time to time upon at least thirty (30) days’ prior written notice of such fee adjustment (the “Fee Adjustment”). You may terminate this Agreement if you do not agree with the Fee Adjustment. Any Fee Adjustment will be effective immediately for all prices decreases or price changes made for legal reasons. All other Fee Adjustments will be effective thirty (30) days after they are posted. We reserve the right to correct any pricing errors or mistakes even after receiving your payment.

8.3. Payment ProcessingWe do not process payment for your use of any Products and Services. To facilitate payment for your use of the Products and Services via credit card, bank account, or debit card, we utilize third-party payment processors (each, a “Payment Processor”), including, without limitation, Stripe, Inc. and its affiliates (collectively, “Stripe”), to provide us with payment processing services, which are subject to each such third-party payment processors’ terms of use, privacy policy, and other applicable agreements and policies (collectively, the “Payment Processors Terms”). Without limiting the generality of the foregoing, the payment processing services we received from Stripe are subject to Stripe’s the terms of use (https://stripe.com/legal/ssa) and privacy policy (https://stripe.com/privacy) (collectively, the "Stripe Terms"). You hereby authorize Stripe and other applicable Payment Processors to charge the payment method provided on your account on an agreed-upon periodic basis, and agree to be bound by the Stripe Terms or other applicable Payment Processors Terms for the payment function that you are using, as the same may be modified by Stripe or the other applicable Payment Processors from time to time. In addition, you hereby authorize Stripe and the other applicable Payment Processors to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of our Products and Services. Please contact Stripe (https://stripe.com/contact) or the other applicable Payment Processors for more information. [We assume no liability or responsibility for any payments you make for your use of our Products and Services, including any loss caused by any unauthorized use of credit cards or other methods of payment by a third party in connection with your use of our Products and Services, except as a result of our gross negligence.]

8.4. Free Trial

Notwithstanding anything to the contrary set forth in Section 8.1, we may offer you free trials, at our sole discretion, for selected features of our Products and Services and for a limited time trial period as set forth in the respective Order Confirmation (the “Free Trial Period”, and such free trial services that we may offer from time to time, the “Free Trial”). Upon the expiration of your Free Trial Period, your ability to access those selected features of our Products and Services through your Free Trial will terminate immediately. You may re-access the same features of our Products and Services by subscribing and paying for such products and services in accordance with Section 8.1 after your Free Trial Period expires. We reserve the right to determine whether you are eligible for a Free Trial and the length of your Free Trial Period, and to discontinue any Free Trial upon the expiration of your Free Trial Period or anytime at our sole discretion, in each case without notice or any other actions taken by us. 

9. Confidential Information

9.1. Confidential Information

For the purpose of these Terms of Use, “Confidential Information” means any technical or business information, ideas, materials, know-how or other subject matter that is disclosed by one party to the other party that: (a) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (b) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure; or (c) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.  Confidential Information of TXYZ shall include the non-public elements of our Products and Services.

9.2. Use and Disclosure Restrictions

The party receiving Confidential Information (“Recipient”) agrees: (a) to maintain the Confidential Information of the party disclosing such information (the “Discloser”) in strict confidence; (b) not to disclose such Confidential Information to any third parties; and (c) not to use any such Confidential Information for any purpose other than solely to exercise its rights or perform its obligations hereunder.  Recipient will treat Confidential Information of the Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care.  Recipient may disclose the Confidential Information of Discloser to its affiliates, and the directors, officers, employees, subcontractors, representatives and agents of the Recipient or its affiliates (collectively, “Representatives”), who have a bona fide need to know such Confidential Information, provided that each such Representative is bound by a legal obligation as protective of the other party’s Confidential Information as those set forth herein.

9.3. Exclusions

The obligations of Recipient under Section 9.2 will not apply to any Confidential Information that: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of Recipient (or any of its Representatives) or any third party subject to any use or disclosure restrictions with respect to such Confidential Information; (ii) was known by or rightfully in the possession of Recipient, prior to receiving such information from Discloser, without restriction as to use or disclosure; (iii) is rightfully acquired by Recipient from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by Recipient without access, use or reference to any Confidential Information of Discloser.

9.4. Required Disclosures

The provisions of Section 9.2 will not restrict Recipient from disclosing Discloser’s Confidential Information to the extent required by any law or regulation or compelled by a court or administrative agency of competent jurisdiction, provided that, to the extent permissible under law, Recipient uses reasonable efforts to give Discloser advance notice of such required disclosure in order to enable Discloser to prevent or limit disclosure.

9.5. Return or Destruction of Confidential Information

Upon the expiration or termination of our Products and Services agreement entered by and between you and us in connection with our Products and Services, Recipient will promptly return to Discloser or, at Discloser’s option, destroy all tangible items and embodiments containing or consisting of Discloser’s Confidential Information and all copies thereof and provide written certification of such destruction or return by an authorized person.

9.6. Injunctive Relief

Recipient agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information will cause irreparable harm and significant injury to Discloser, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law.  Accordingly, Recipient agrees that Discloser, in addition to any other available remedies, will have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Section 9, without the necessity of posting any bond or other security.  Recipient will notify Discloser in writing immediately upon Recipient’s becoming aware of any such breach or threatened breach.

10. Compliance with Laws

You represent and covenant to us that your access and use of our Products and Services will comply with all applicable laws and government regulations, including without limitation those related to data protection and data privacy.

In addition, you acknowledge and understand that our Products and Services may be subject to export controls and trade sanctions laws of the United States and other jurisdictions.  You further acknowledge and agree that you shall comply fully with all relevant export laws and regulations of the United States and any other country (“Export Laws”) where you use our Products and Services. You hereby certify that you are not on any of the relevant U.S. government lists of prohibited persons, including, without limitations, the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List.  You further certify that you will not export, re-export, ship, transfer or otherwise use our Products and Services in any country subject to an embargo or other sanction by the United States, and that you will not use our Products and Services for any purpose prohibited by the Export Laws.

11. Terms and Termination; Suspension

11.1. Term

Unless otherwise terminated in accordance with this Section 11, this Agreement shall remain in effect until the expiration or termination of all service term(s) as provided in the Order Confirmation (the “Service Term”).

11.2. Suspension

We may temporarily suspend any or all of our Products and Services at any time (i) immediately without notice if we reasonably suspect that you or any of your Authorized Users has breached your obligations under this Agreement in a manner that may cause harm or risk of harm to us or to any other party, (ii) or if you fails to pay the applicable Service Fees when due.

11.3. Termination

We may terminate this Agreement if you breach this Agreement and fail to cure such breach (if curable) within ten (10) days of receiving written notice thereof.

11.4. Effect of Expiration or Termination

Unless otherwise agreed by the parties, upon the expiration or termination of this Agreement, all licenses granted herein or therein will automatically terminate and you (including your Authorized Users) shall discontinue all use of our Products and Services and return to us any materials provided by us to you in connection with our Products and Services.  Upon termination of this Agreement, we will have no obligation to refund any Service Fees or other amounts received from you during the Service Term.  Further, we have no obligation to maintain your records or account information and may thereafter delete any such records and information in our system following the expiration or termination of this Agreement; provided, however, that Sections 1.3, 2, 3, 4, 5, 6, 8, 9, 10, 11.4, and 12 shall survive any expiration or termination of this Agreement.

12. Miscellaneous

12.1. Assignment

You may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise without our prior written consent.  We may assign this Agreement in whole or in part to an affiliate or in connection with an internal reorganization or a merger, acquisition, or sale of all or substantially all of our assets to which this Agreement relates.  We may also assign its rights to receive payment due as a result of performance of this Agreement to a bank, trust company, or other financing institution.  Any attempt to assign this Agreement other than as permitted herein will be null and void.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.

12.2. Rights and Remedies

Except as otherwise expressly set forth in this Agreement, the rights and remedies of either party as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies now or hereafter provided by law or at equity.

12.3. Waiver and Severability.

The waiver by either party of a breach of or a default under this Agreement will not be effective unless in writing.  The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions.  If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

12.4. Interpretation

For purposes of interpreting this Agreement, (i) unless the context otherwise requires, the singular includes the plural, and the plural includes the singular; (ii) unless otherwise specifically stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (iii) the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation”; (iv) unless otherwise specifically stated, the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (v) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement; and (vi) the references herein to the parties will refer to their permitted successors and assigns.

12.5. Integration; Entire Agreement

This Agreement along with any additional terms incorporated herein by reference constitute the complete and exclusive understanding and agreement between the parties and supersedes any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to their subject matter.  Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.  Any terms and conditions contained or referenced by either party in a quote, purchase order, acceptance, invoice or any similar document purporting to modify the terms and conditions contained in this Agreement will be disregarded and have no effect unless otherwise expressly agreed to by the parties in accordance with the preceding sentence.

13. Contact Information

If you have any questions, concerns, or requests related to these Terms of Use or any other legal documents or agreements pertaining to our Products and Services, changes to the legal documents, or any other aspect of our Products and Services, please contact us using the following information:

Path Integral Technology Inc.
Attn: Legal Department
Email: support@txyz.ai

We will make every effort to respond promptly and address your concerns.