Terms of use

THESE STANDARD TERMS AND CONDITIONS (THESE “STANDARD TERMS”) ARE BETWEEN YMTM INC., A DELAWARE CORPORATION D/B/A STRUCTIFY (“STRUCTIFY”) AND THE ENTITY IDENTIFIED AS “CUSTOMER” IN THE ORDER FORM, CHECKOUT PAGE, OR ORDER CONFIRMATION EMAIL REFERENCING THESE STANDARD TERMS (THE “ORDER”). THESE STANDARD TERMS, THE ORDER, AND ANY OTHER TERMS INCORPORATED BY REFERENCE INTO THESE STANDARD TERMS OR THE ORDER (COLLECTIVELY, THE “AGREEMENT”) APPLY TO THE PROVISION OF ACCESS TO AND USE OF THE STRUCTIFY TECHNOLOGY (AS DEFINED BELOW) AND RELATED SERVICES. STRUCTIFY AND CUSTOMER ARE EACH A “PARTY” AND, COLLECTIVELY, THE “PARTIES.” CAPITALIZED TERMS USED BUT NOT DEFINED IN THESE STANDARD TERMS WILL HAVE THE MEANINGS SET FORTH IN THE ORDER. ACCEPTANCE OF THESE STANDARD TERMS IS A CONDITION TO ACCESSING AND USING THE STRUCTIFY TECHNOLOGY.

1. Overview. Subject to the terms and conditions of this Agreement, Structify will make available to Customer Structify’s software-as-a-service platform available at https://www.structify.ai/ (the “Structify Platform”), that provides the features and modules of the Structify Platform identified in the applicable Order (collectively, the “Services”).
2. Services. 
   
   1. Ordering Process; Agreement. Subscriptions to Services are purchased as stated in the Order in the manner established for each of the Services. Each Order will include the specific Services ordered by Customer, including, as applicable, the Services to which Customer is subscribing, number of queries, limitations around the structure or scope of data to be returned in response to queries, and the time period for which such Order applies.
   2. Access Grant. During the Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Services only for Customer’s internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in the Order.
   3. Users. “User” means an employee or contractor of Customer that Customer allows to use the applicable Structify Technology on Customer’s behalf, using the mechanisms designated by Structify (“Log-in Credentials”). Customer will not make available the Structify Technology to any person or entity other than Users. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Structify’s breach of this Agreement). Customer will promptly notify Structify if it becomes aware of any compromise of any Log-in Credentials. Structify may collect, access, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) Log-in Credentials in connection with Structify’s provision of the Services or for Structify’s internal business purposes. 
   4. Documentation. During the Term, subject to Customer’s compliance with the terms of this Agreement, Structify hereby grants to Customer a limited, non-exclusive, non-transferable (except as set forth in Section 18.1), and non-sublicensable right and license to internally use the then-current version of Structify’s usage guidelines and standard technical documentation for the Services that Structify makes generally available to its customers (“Documentation”), solely in connection with Customer’s exercise of the rights granted in Sections 2.2.
   5. Restrictions. Customer will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Services, Documentation, or related processes, configurations, or technology provided by or on behalf of Structify (collectively, “Structify Technology”) to a third party (other than Users); (b) use the Structify Technology to develop a similar or competing product or service; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Structify Technology, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Structify); (d) modify or create derivative works of the Structify Technology or copy any element of the Structify Technology; (e) remove or obscure any proprietary notices in the Structify Technology; (f) publish benchmarks or performance information about the Structify Technology; (g) interfere with the operation of the Structify Technology, circumvent any access restrictions, or conduct any security or vulnerability test of the Structify Technology; (h) transmit any viruses or other harmful materials to the Structify Technology; (i) take any action that risks harm to others or to the security, availability, or integrity of the Structify Technology; or (j) access or use the Structify Technology in a manner that violates any applicable relevant local, state, federal or international laws, regulations and conventions, including those related to data privacy or data transfer, international communications, or export of data (“Law”). Additionally, Customer must not use the Structify Technology with any: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented from time to time) (“HIPAA”); (iii) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (iv) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers, or other government ID numbers; or (vi) any data similar to the above protected Laws (collectively, the data described in the foregoing (i)–(vi), “Prohibited Data”) or for activities where use or failure of the Structify Technology could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control (“High Risk Activities”). Customer acknowledges that the Structify Technology is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Structify is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Structify has no liability with respect to Prohibited Data or use of the Structify Technology for High Risk Activities.
3. Support. During the Term, Structify will use commercially reasonable efforts to provide the applicable Structify Technology in a manner that minimizes errors and interruptions in accessing the Structify Technology. During the Term, Structify will provide technical support to Users for issues and questions arising from the operation of the Structify Technology in accordance with Structify’s then-current support policy (“Support”). 
4. Data. 
   
   1. Use of Customer Data. Customer hereby grants Structify a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers), non-transferable (except as set forth in Section 18.1) right to Process, use, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from, and Process any materials that Customer (including its Users) inputs or makes available to Structify, including through the Services (e.g., queries and prompts) or that is imported from a Third-Party Platform (“Customer Data”) solely as necessary: (a) to perform its obligations set forth in this Agreement; (b) to derive or generate Telemetry; or (c) to comply with applicable Laws. “Telemetry” means information generated from use of the Service, such as technical logs, data, metrics, and learnings related to Customer’s and Users’ use of the Services, which information does not identify Users, Customer, or any natural human persons as the source thereof. Structify may use and exploit Telemetry without restriction.
   2. Output. Structify (including its service providers) collects and receives certain data when responding to queries or other prompts made by Customer (including its Users) through the Services. This data generation and collection process may be conducted, in whole or in part, through the use of technologies that use or rely upon artificial intelligence, machine learning techniques, and other similar technology and features. In response to Customer’s (including its Users’) queries and prompts made through the Services, Structify may make available to Customer certain of these data, as well as reports, information, content, and other materials (collectively, “Output”). Output will be provided in a form and format (e.g., CSV file) reasonably determined by Structify, in accordance with any parameters set forth in the applicable Order, and such delivery will occur through means reasonably determined by Structify or as otherwise set forth on the Order. Customer acknowledges and agrees that Output is comprised of proprietary and third-party data, information, and content. Customer may use the Output made available to Customer solely for its internal business purposes, in accordance with the terms and conditions of this Agreement and applicable Laws. 
5. Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable Laws when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Structify to Process Customer Data and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data. Customer will give Structify timely access to the personnel, technology, materials, and other resources in the possession or control of Customer (“Customer Materials”) reasonably required to perform implementation, design, configuration, or other professional services contemplated by an Order (“Technical Services”), and if Customer fails to do so, Structify’s obligation to provide Technical Services will be excused until access is provided.
6. Suspension of Service. Structify may immediately suspend Customer’s access to any or all of the Structify Technology if: (a) Customer breaches Section 2.5 (Restrictions) or Section 5 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to Laws or new Laws require that Structify suspend the Structify Technology or otherwise may impose additional liability on the part of Structify; or (d) Customer’s actions risk harm to any of Structify’s other customers or the security, availability, or integrity of any of the Structify Technology. Where practicable, Structify will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Structify will restore Customer’s access to the applicable Structify Technology.
7. Third-Party Platforms. The Services may support integration with third-party platforms, add-ons, services, or products not provided by Structify (“Third-Party Platforms”). Use of any Third-Party Platforms integrated with or made available through the Services is subject to Customer’s agreement with the relevant provider and not this Agreement. Structify does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Structify Technology or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Structify Technology, Customer authorizes Structify to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.
8. Fees and Taxes.
   
   1. Fees. Customer will pay the fees for the Structify Technology set forth in each Order (“Fees”). All Fees will be paid in U.S. dollars unless otherwise provided in the Order. Fees are invoiced as described on the schedule in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Fees for Renewal Terms are at Structify’s then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All Fees are non-refundable except as may be set out in Section 9.2 (Warranty Remedy) and Section 13.4 (Mitigation). 
   2. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Structify’s income tax (“Taxes”). Fees are exclusive of all Taxes.
9. Warranties and Disclaimers.
   
   1. Limited Warranty. Structify warrants to Customer that the Services will perform materially as described in its Documentation and Structify will not materially decrease the overall functionality of the Services (“Limited Warranty”) during the Term (“Warranty Period”). 
   2. Warranty Remedy. If Structify breaches the Limited Warranty during the Warranty Period and Customer makes a reasonably detailed warranty claim in the manner required by Structify within 30 days of discovering a breach of the Limited Warranty, then Structify will use reasonable efforts to correct the non-conformity. If Structify cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the Agreement as it relates to the non-conforming Service. Structify will then refund to Customer any pre-paid, unused fees for the terminated portion of the Term. This Section sets forth Customer’s exclusive remedy and Structify’s entire liability for breach of the Limited Warranty. The Limited Warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Structify Technology other than according to the Documentation; or (d) Trials and Betas (as described in Section 16) or other free or evaluation use of the Structify Technology.
   3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 (LIMITED WARRANTY), THE STRUCTIFY TECHNOLOGY, SUPPORT, TECHNICAL SERVICES, OUTPUT, AND ALL OTHER STRUCTIFY SERVICES ARE PROVIDED “AS IS”. STRUCTIFY, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. STRUCTIFY DOES NOT WARRANT THAT CUSTOMER’S USE OF THE STRUCTIFY TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, THAT STRUCTIFY WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. STRUCTIFY IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE STRUCTIFY’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Without limiting the foregoing, Customer acknowledges and agrees that: (a) the Services and Output are not professional advice; (b) the Services may produce inaccurate or erroneous Output; (c) Customer is responsible for independently evaluating the Output and any other information Customer receives from the Services; and (d) due to the nature of the Services and artificial intelligence technologies generally, Output may not be unique and other users of the Services may receive output from the Services that is similar or identical to the Output (and, notwithstanding anything to the contrary, such similar or identical output will not be understood to be Output hereunder).
10. Term and Termination.
    
    1. Term. Unless earlier terminated in accordance with the terms of this Agreement, the “Initial Term” of this Agreement will be as set forth on the Order. Thereafter, unless this Agreement terminates earlier in accordance with the terms of this Agreement, this Agreement will automatically renew for additional successive “Renewal Terms” having the length set forth on the Order (the Initial Term and any Renewal Terms, collectively, the “Term”), unless either party gives the other party notice of non-renewal at least 30 days before the end of the Initial Term or applicable Renewal Term. If no Renewal Term is specified in the Order, then the Term of this Agreement will end at the conclusion of the Initial Term. Structify may, from time to time, amend these Standard Terms, and will post such amended Standard Terms on Structify’s website at https://www.structify.ai/terms, noting the date of the last such amendment. Upon the commencement of any Renewal Term, this Agreement will renew on the then-current version of these Standard Terms.
    2. Termination. Either party may terminate this Agreement (including the Order) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
    3. Effect of Termination. Upon expiration or termination of this Agreement, Customer’s rights to access, and Structify’s obligations to provide, the Structify Technology and Support will cease. Following the date of expiration or earlier termination of this Agreement, Structify will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and other Confidential Information (as defined in Section 14) may be retained in Recipient’s (as defined in Section 14) standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.
    4. Survival. These Sections survive expiration or termination of this Agreement: 2.5 (Restrictions), 4 (Data), 5 (Customer Obligations), 8 (Fees and Taxes), 9.3 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Ownership), 12 (Limitations of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), and 18 (General Terms). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
11. Ownership; Feedback. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in the Customer Data. Except for the rights and licenses granted in this Agreement, Structify and its licensors retain all intellectual property rights in and to the Structify Technology. To the extent Customer provides Structify with feedback (including suggestions and comments for enhancements or functionality) regarding the Structify Technology, Output (including underlying datasets), or Structify’s products, services, or other technology (“Feedback”), Structify has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use or incorporate Feedback into any of its products, services, technology, or other materials.
12. Limitations of Liability.
    
    1. Consequential Damages Waiver. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW) NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE. 
    2. Liability Cap. EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSOR’S) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO STRUCTIFY PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.
    3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.5 (Restrictions) or 5 (Customer Obligations); (b) either party’s breach of Section 14 (Confidentiality) (but excluding claims relating to Customer Data); or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 13 (Indemnification). 
    4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
13. Indemnification.
    
    1. Indemnification by Structify. Structify will defend Customer from and against any third-party claim to the extent alleging that the Structify Technology, when used by Customer in accordance with this Agreement, infringes or misappropriates a third-party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by Structify resulting from the claim.
    2. Indemnification by Customer. Customer will defend Structify from and against any third-party claim to the extent resulting from Customer Data, Customer Materials, or Customer’s breach or alleged breach of Section 5 (Customer Obligations), or Customer’s use of Output and will indemnify and hold harmless Structify against any damages and costs awarded against Structify (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.
    3. Procedures. The indemnifying party’s obligations in this Section 13 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Structify Technology, when Structify is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
    4. Mitigation. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Structify determines necessary to avoid material liability, Structify may at its option: (a) procure rights for Customer’s continued use of the applicable Structify Technology; (b) replace or modify the allegedly infringing portion of the applicable Structify Technology to avoid infringement or misappropriation without reducing such Structify Technology’s overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused fees for the terminated portion of the Term. 
    5. Exceptions. Structify’s obligations in this Section 13 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Structify Technology or use of Structify Technology in combination with items not provided by Structify (including Third-Party Platforms); (b) to unauthorized use of the Structify Technology; (c) if Customer settles or makes any admissions about a claim without Structify’s prior consent; or (d) to Trials and Betas or other free or evaluation use. 
    6. Exclusive Remedy. THIS SECTION 13 SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND STRUCTIFY’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
14. Confidentiality. 
    
    1. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Structify’s Confidential Information includes the terms and conditions of this Agreement, Output, and the Structify Technology (including any technical or performance information about the Structify Technology). Customer’s Confidential Information includes Customer Data.
    2. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Structify is the Recipient, Structify may retain the Customer’s Confidential Information to the extent required to continue to provide the Structify Technology as contemplated by this Agreement. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Structify, the subcontractors referenced in Section 18.8), provided it remains responsible for their compliance with this Section 14 and they are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 14.
    3. Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party or its representatives; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information. 
    4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 14, without necessity of posting a bond or proving actual damages.
15. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
16. Trials and Betas. If Customer receives access to Structify Technology or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Structify (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Structify may never release, and their features and performance information are Structify’s Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, STRUCTIFY PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US$50.
17. Publicity. Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by Laws. However, Structify may include Customer and its trademarks in Structify’s customer lists and promotional materials but will cease further use at Customer’s written request. 
18. General Terms.
    
    1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
    2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New York, New York and both parties submit to the personal jurisdiction of those courts.
    3. Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to the addresses on the Order and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); or (c) one day after dispatch if by a commercial overnight delivery service. Notices may not be sent via email unless otherwise expressly permitted elsewhere in this Agreement. Either party may update its address with notice to the other party pursuant to this Section. Structify may also send operational notices to Customer by email or through the Service. 
    4. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
    5. Amendments. Any amendments, modifications, or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Structify. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Structify; any of these Customer documents are for administrative purposes only and have no legal effect.
    6. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of this Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.
    7. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.
    8. Subcontractors. Structify may use subcontractors and permit them to exercise Structify’s rights, but Structify remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
    9. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.
    10. Export. Customer will comply with all relevant U.S. and foreign export and import Laws in using any Structify Technology. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Structify Technology in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
    11. Open Source. The Services may incorporate third-party open source software (“OSS”), including as listed in the Documentation or otherwise disclosed by Structify in writing. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.
    12. Government End-Users. Elements of the Structify Technology may include commercial computer software. If the user or licensee of the Structify Technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Structify Technology or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Structify Technology was developed fully at private expense. All other use is prohibited.

Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of any Order and these Standard Terms the terms of the Order will control to the extent of the conflict.