EUNO TERMS OF SERVICE

These Euno Terms of Service (the “Agreement”) apply to, and govern, access to and use of the Services (defined below).

CUSTOMER IS AGREEING TO THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” (OR SIMILAR) BUTTON, BY CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THIS AGREEMENT, OR OTHERWISE BY REGISTERING FOR OR ACCESSING THE SERVICE, WHICHEVER IS EARLIER.

This Agreement also applies to, and governs the ordering document that references or incorporates this Agreement and identifies the specific Services purchased (each, an “Order Form”). The Order Form may take the form of: (a) a written document (such as an Order Form, Sales Order, Proposal, or Quote) that is mutually signed by the Parties; and/or (b) an online or electronic order submitted by Customer via the Company’s website (or other online functionality operated or authorized by Company) and accepted by Company.

The Agreement constitutes a binding agreement between Euno, Inc. (or, if applicable, the other Euno entity specified in the Order Form) (“Company”) and the customer specified in the Order Form or the Services registration page, as the case may be (“Customer”). If an individual is submitting an Order Form, or otherwise subscribing to the Services, using an organization’s email address, such organization shall be deemed the Customer.

Company and Customer may be collectively referred to herein as the “Parties”, and each individually as a “Party”. An individual entering into this Agreement on behalf of the Customer, represents that he/she has the right, authority and capacity to act on behalf of the Customer and to bind the Customer to this Agreement.

1. The Services

1.1 Subject to the Customer’s compliance with its obligations under this Agreement and the applicable Order Form, Company grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license, solely during the Service Term specified in the applicable Order Form, to access and use: (i) Company’s proprietary modern data modeling and transformation management software solution (the “Solution”); and (ii) any related services and Add-Ons (as defined in Section 6.2) made available or provided by Company pursuant to an Order Form during the Service Term (collectively with the Solution, the “Services”). Customer’s use of the Services is permitted solely for its internal business purposes, strictly in accordance with the documentation provided by Company, and strictly within the scope, capacity, duration, and any other limitations or restrictions set forth in the applicable Order Form. Except for the limited rights expressly granted to Customer in this Section, Company reserves all rights, title, and interest in and to the Services, and no rights are granted to Customer by implication, estoppel, or otherwise.

1.2 Company may suspend, limit, or revoke Customer’s access to the Services immediately upon Customer’s breach of this Agreement or an Order Form, or if Company reasonably believes such action is necessary to prevent harm, unauthorized access, or material risk to the Services, Company’s systems, or Company’s business.

1.3 To the extent the Parties desire to change, modify, or add additional services not otherwise described in the applicable Order Form (“Additional Services”), the Parties will execute an additional Order Form describing such Additional Services, including, without limitation, the period, scope, capacity, and any additional applicable terms and fees. Each Order Form shall be consecutively numbered to facilitate identification, and when executed, unless expressly stated otherwise, shall incorporate all the terms and conditions of this Agreement. In the event of any conflict between this Agreement and any Order Form, the terms and conditions of the Order Form shall prevail.

1.4 Customer acknowledges and agrees that Company may utilize third-party software components in the Services, including, without limitation, components licensed under free or open-source licenses, and that such third-party components are used with Customer’s consent and may be subject to separate terms, licenses, and notices, as applicable. Except as expressly provided in Company’s limited warranty in Section 13 below, such third-party components are provided on an “AS IS” basis, without any warranty of any kind.

1.5 Company may, at its discretion, update the Services with new capabilities or offerings, or replace and/or discontinue certain capabilities. Customer acknowledges and agrees that some features and capabilities may be experimental and/or available only in limited versions or locations. Company may, at any time and in its sole discretion, add or remove supported features and/or capabilities from the Solution. The Customer’s sole remedy in the event of such changes shall be, where such changes reflect a material decrease in the functionality of the Solution, to terminate the affected subscription to the Solution by providing Company with written notice of such termination within fourteen (14) days of being notified of the adverse change, in which case Company shall provide Customer with a refund, on a pro-rata basis, of any pre-paid, unused subscription fees corresponding to the terminated portion of the subscription.

1.6 The Company may, through its own systems, monitor and collect data and information (including, but not limited to, log files and other analytics data) relating to the Customer’s use of the Service. The Company shall have the right, without restriction or obligation, to use such data and information for purposes of quality control, enforcement of this Agreement, analytics, statistical analysis, and for the further development and improvement of the Company’s products and services.

2. Professional Services

2.1 “Professional Services” means Service-related installation, implementation, deployment, configuration, training, customization, integration, or other professional services.

2.2 Company is not obligated to provide any Professional Services. Any Professional Services mutually agreed to between the Parties shall be set out in sequential Professional Services Statements of Work signed by the Parties and referencing this Agreement (each, a “Professional Services SOW”). Professional Services shall be charged in accordance with such Professional Services SOW. Each Professional Services SOW shall be deemed incorporated into this Agreement by reference.

2.3 Notwithstanding anything to the contrary herein, to the extent any implementation services or other Professional Services are provided by Company free of charge, such services shall be provided without any representation or warranty of any kind, and Company shall have no responsibility or liability whatsoever for such services.

2.4 Professional Services are provided for the benefit of Customer only. Customer shall fully cooperate with Company, and shall make available to Company all relevant systems, assets, and resources, in connection with the provision of Professional Services. With Customer’s prior written approval (not to be unreasonably withheld, conditioned, or delayed) Company may subcontract Professional Services (in whole or in part) to a third party contractor, and without derogating from Company’s liabilities towards the Customer under this Agreement. Unless expressly agreed otherwise in writing, Professional Services shall be carried out remotely, and any physical attendance at Customer’s offices or other locations requested by Customer, if agreed to by Company (for example, in a Professional Services SOW), shall be charged at Company’s then-current rates, and Company shall also be entitled to reimbursement for travel and lodging costs and expenses incurred.

3. Pilots and Evaluation Products

3.1 If specified in the Order Form, Customer may be entitled to conduct an evaluation, proof-of-concept, trial, or pilot of the Services (a “Pilot”). A Pilot is limited to the duration, features, and functionalities determined by Company in its sole discretion (or as otherwise specified in the Order Form). Unless otherwise agreed in the Order Form, Company reserves the right to add or remove any features or functionalities, as well as to terminate a Pilot at any time, with or without notice.

3.2 From time to time, Company may permit Customer to try certain features or functionalities of the Services (whether new or existing) at no charge for a free trial or evaluation period (each, an “Evaluation Product”). Evaluation Products may be designated or identified as beta, pilot, evaluation, trial, or similar terms. Unless configured otherwise by Company or agreed otherwise (for example, in the Order Form). Company reserves the right to terminate an Evaluation Period at any time, with or without notice.

3.3 In the event that the applicable Order Form specifies (i) a Pilot or Evaluation Product period, and (ii) pricing or other commercial terms for a subsequent paid subscription to the Services, then, unless Customer provides Company with written notice of termination prior to the expiration of the Pilot or Evaluation Product period (or such other notice period as may be set forth in the Order Form), the Pilot or Evaluation Product shall automatically convert into a paid subscription for the Services as described in the Order Form, without any further action required by either party. Upon such conversion, Customer shall be obligated to pay all fees and charges associated with the subscription term as specified in the Order Form. The initial service term and applicable fees shall be as set forth in the Order Form; provided, however, that if no initial term is specified, the initial service term shall be deemed to be twelve (12) months. Customer expressly acknowledges and agrees that any continued access to or use of the Services following the expiration of the Pilot or Evaluation Product period shall constitute acceptance of the paid subscription and the obligation to pay the applicable fees. Customer further acknowledges and agrees that it is solely responsible for monitoring the expiration of the Pilot or Evaluation Product period and for providing timely written notice of termination if Customer does not wish to proceed with a paid subscription.

3.4 For the avoidance of doubt, the restrictions set forth in Section 13 (Restrictions) shall also apply to Evaluation Products and Pilots. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EVALUATION PRODUCTS AND PILOTS ARE PROVIDED FOR CUSTOMER’S INTERNAL EVALUATION ONLY (AND NOT FOR PRODUCTION USE), AND COMPANY SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER FOR EVALUATION PRODUCTS OR PILOTS. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF COMPANY’S LIABILITY FOR AN EVALUATION PRODUCT OR PILOT, COMPANY’S AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF AN EVALUATION PRODUCT AND/OR PILOT SHALL NOT EXCEED TEN US DOLLARS (USD $10).

4. Registration And User Account

4.1 In order to use the Solution, the Customer must register and open an account (the “Customer Account”) as made available and directed by Company.

4.2 The Solution shall be used solely by employees and contractors of Customers (“End Users”). Customer shall cause all End Users to comply with Customer’s obligations under this Agreement. Customer may allow such number of End Users as designated in the Order Form to use or access the Solution under the Customer Account. Each End User will first be required to register to the Solution and open an End User account (“End User Account”). The term “Account” will refer to the Customer Account and/or the End User Account, as the case may be.

The Customer is responsible for maintaining the confidentiality of the login credentials (including e-mail, password, or any other access method implemented by the Company) of its and its End Users Accounts and for all activities that occur under such Accounts. The Company reserves the right to temporarily suspend any Account if it determines that Customer, any End User, or anyone acting on their behalf, is not complying with the terms herein.

5. Term

5.1 This Agreement shall commence on the date the Order Form is executed by both Parties (the “Effective Date”), unless the Order Form expressly designates a different commencement or effective date. Notwithstanding the foregoing, if, in connection with such Order Form, the Customer first accessed or utilized the Services, or established an Account, prior to the execution of the Order Form, then the Effective Date shall be deemed to be the date of such initial access, use, or Account setup. This Agreement shall remain in full force and effect for the period specified in the Order Form (the “Initial Service Term”), unless earlier terminated in accordance with the provisions of this Agreement. Unless expressly stated otherwise in the Order Form, upon expiration of the Initial Service Term, this Agreement shall automatically renew for successive renewal periods, each equal in duration to the Initial Service Term (each, a “Renewal Term”), unless either Party provides written notice of its intent not to renew at least fourteen (14) calendar days prior to the expiration of the Initial Service Term or any Renewal Term. The Initial Service Term and any Renewal Terms are collectively referred to as the “Service Term”).

6. Fees

6.1 In consideration for the Services provided hereunder, Customer shall pay to Company the Fees set forth in the applicable Order Form (“Fees”). Unless otherwise expressly agreed in writing by the Parties: (a) Company shall have the right to invoice Customer for the Fees in advance at the commencement of each billing cycle (except for Fees attributable to overages, which shall be invoiced in arrears), and all payments shall be made within thirty (30) days from the date of Company’s invoice; (b) all Fees shall be non-refundable and shall not be subject to any right of set-off, deduction, or cancellation by Customer; (c) all payments shall be made in US Dollars by wire transfer, in accordance with the payment instructions provided by Company; (d) the billing cycle for the Services shall be annual; (e) any amounts not paid when due shall accrue interest on a daily basis at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, until paid in full; and (f) Company may issue invoices (and any associated reporting) and billing notices via email to the Customer contact email address specified in the Order Form and/or through a functionality of the Service. All Fees are exclusive of any applicable taxes, including, without limitation Value Added Tax (VAT). For any Renewal Term, the Company reserves the right, at its sole discretion, to increase the Service Fees an amount not to exceed ten (10%) of the Fees charged during the immediately preceding term.

6.2 Customer may purchase additional resources, capacity, or features (“Add-Ons”) during the Service Term by executing an amendment to the Order Form or by submitting another written request that is duly approved by Company, at the pricing specified in the applicable Order Form. Add-Ons constitute part of the Services and are subject to all terms and conditions of this Agreement. Each such purchase shall be governed by and deemed to incorporate this Agreement and, unless otherwise expressly agreed in writing, shall be coterminous with the then-current Service Term. Fees for Add-Ons shall be invoiced on a pro-rata basis for the remainder of the then-current Service Term, unless otherwise provided in the applicable Order Form. All Add-On fees shall be payable upon receipt of invoice and, unless otherwise agreed in writing, shall be billed on a prorated basis for the remainder of the then-current Service Term. Company reserves the right to adjust pricing for any Renewal Term in accordance with the provisions of the applicable Order Form.

7. Termination and Effect of Termination

7.1 Either Party may terminate this Agreement if the other Party materially breaches this Agreement, upon provision of written notice to the breaching Party, provided that the breaching Party fails to cure such breach within thirty (30) days following receipt of such notice. Notwithstanding the foregoing, the Company may terminate this Agreement immediately upon Customer’s breach of Sections 4, 9, 11 or 14 of this Agreement.

7.2 Either Party may terminate this Agreement in its entirety if the other Party: (a) becomes insolvent or is unable to meet its debts as they mature; (b) files a voluntary petition in bankruptcy or seeks reorganization or to effect a plan or other arrangement with creditors; (c) applies for, consents to, or acquiesces in the appointment of any receiver or trustee for all or a substantial part of its property, or if any such receiver or trustee is appointed and not discharged within sixty (60) days after the date of such appointment.

7.3 Upon expiration or termination of this Agreement: (i) all rights and licenses granted hereunder shall cease and expire; (ii) each Party shall purge all Confidential Information of the other Party from its systems and confirm in writing to the other Party that it has done so; and (iii) in the event that Customer terminates this Agreement pursuant to Section 7.1, Company will refund to Customer the pro-rated portion of any pre-paid, unused Fees. Sections 6, 9, 10, 12, 13, 14, 15, and 17 of this Agreement will survive any expiration or termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive or that ought by its nature to survive.

8. Representations and Warranties

8.1 Each Party represents and warrants that: (i) in performing its obligations and exercising its rights under this Agreement, it will comply (and shall require all its personnel to comply) with all applicable Laws; (ii) it is duly organized, validly existing, and in good standing under the Laws of the state of its domicile; (iii) it has the power and authority to enter into and to perform its obligations under this Agreement; and (iv) the performance of its obligations hereunder does not violate or constitute a breach of any agreement to which it is a party or by which it is otherwise bound.

8.2 Customer acknowledges and agrees that: (i) Company does not monitor communications or data transmitted through the Services and that Company shall not be responsible for the content of any such communications or transmissions, including, without limitation, the Customer’s Data; and (ii) any information and data provided hereunder is not warranted to be accurate or error-free and is provided on an “AS IS” basis, with all faults.

9. Confidentiality

Either party (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”) certain information regarding its technology, operations, and business (“Confidential Information”). The Receiving Party agrees to use no less than reasonable measures to protect the confidentiality of the Confidential Information, not to disclose such Confidential Information to any third party, and not to use any Confidential Information except as required to provide or use the Services in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is or becomes publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar legal requirement for disclosure, provided that, unless prohibited by applicable law, Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such disclosure. The Receiving Party shall restrict disclosure of Confidential Information to those of its employees and service providers with a need to know such information and who are bound by written confidentiality obligations no less restrictive than those set forth herein. The Receiving Party shall remain liable for any acts or omissions of its employees and service providers as if performed by Receiving Party. As between the Parties, the Disclosing Party shall remain the sole and exclusive owner of its Confidential Information. Upon termination or expiration of this Agreement for any reason, the Receiving Party shall purge all Confidential Information of the Disclosing Party in its possession.

10. Customer Data

10.1 In connection with the provision of the Services, certain data pertaining to the Customer (“Customer Data”) may be collected, processed, and analyzed by Company and/or its service providers. Except as expressly provided herein, Customer retains all rights, title, and interest to the Customer Data.

10.2 Customer hereby grants Company a non-exclusive, non-assignable, non-transferable license, during the Service Term, to use Customer Data and any other data and information made available through the Services solely for the purpose of providing the Services to Customer as contemplated herein. Customer represents and warrants that it has, and will maintain throughout the Service Term, all necessary permissions and consents required to provide Customer Data to Company for Company’s use in accordance with this Agreement. For the avoidance of doubt, Customer acknowledges and agrees that no Personal Data is intended to be shared between the Parties in connection with the performance of the Services hereunder. Without limiting the foregoing, the Parties shall comply with all applicable data protection laws.

10.3 Notwithstanding anything to the contrary herein: (i) Customer hereby grants the Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Customer Data that has been anonymized, de-identified, and aggregated such that it cannot reasonably be used to identify Customer, for the purpose of internal research, product development, or otherwise improving or enhancing the Services (or any part thereof); and (ii) Company shall be the sole and exclusive owner of any metadata, usage data, and technical data collected by Company during and as part of the provision of the Services to Customer.

11. License

11.1 Subject to this Agreement and Customer’s ongoing compliance herewith, Company hereby grants to Customer a limited, worldwide, non-exclusive, revocable, non-transferable, and non-sublicensable license, during the Service Term, to access and use, and to permit its authorized personnel to access and use, the Solution and the information and data provided hereunder, as enabled by Company, solely for Customer’s internal business purposes and in accordance with any documentation provided by Company. Company reserves the right to suspend or revoke this license at any time if Customer violates this Agreement.

12. Intellectual Property

12.1 Company owns and shall retain all rights, including, without limitation, all intellectual property rights, title, and interest in and to the Solution, the Services, and any part thereof, including, without limitation, all know-how, technology, designs, code, look-and-feel, software, processes, algorithms, data models, and methodologies related thereto, and any developments, Feedback (as defined below), derivatives, enhancements, emulations, improvements, modifications, updates, and upgrades thereof. Nothing in this Agreement shall be construed as transferring any ownership rights to Customer, and any rights not expressly granted to Customer herein are hereby reserved by Company and its licensors.

12.2 Nothing herein is intended to confer upon either Party any rights other than those expressly set forth in this Agreement. No joint development work nor joint intellectual property is contemplated to be generated by the Parties hereunder.

13. Feedback

Customer may provide the Company with suggestions, comments, specifications, requirements, bug reports, usability feedback, compliments, complaints, and/or any other feedback relating to the Solution and/or the Services (“Feedback”). All Feedback shall be deemed, at its inception, the sole and exclusive property of Company, and, to the extent necessary or advisable, Customer hereby irrevocably assigns to Company all of its rights, title, and interest in and to such Feedback, and waives any rights, including moral rights, that it (or anyone on its behalf) may have in such Feedback.

14. Restrictions

14.1 Customer shall not, and shall not permit any third party to: (i) allow any unauthorized person or entity to use the Solution and/or the Services; (ii) rent, sell, lease, license, provide as a service, transfer, grant access to, or otherwise use the Solution, any information or data provided thereunder, or any part thereof, in violation of this Agreement, in any unlawful manner or for any unlawful purpose, or for the benefit of any third party; (iii) modify, copy, create derivative works of, reverse assemble, decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code or interface protocols of the Solution and/or the Services, or any part thereof; (iv) use the Solution and/or the Services, or any information provided under this Agreement, for benchmarking, testing, or developing any competing products or services; (v) transmit or otherwise make available in connection with the use of the Solution and/or the Services any malware or other computer code, file, or program intended to damage or hijack the operation of the Services and/or Company; (vi) interfere with or disrupt the operation of the Solution and/or the Services, or the servers or networks that host or make the Solution and/or the Services available; or (vii) bypass any measures used to prevent, control, or restrict access to the Solution and/or the Services or certain functionalities therein.

14.2 If Company has reasonable grounds to believe that Customer, or any third party acting on its behalf, is using the Solution and/or the Services in violation of this Agreement, Company may suspend or terminate access to the Solution and/or provision of the Services immediately upon notice to Customer, in addition to any other rights and remedies available to Company at law or in equity in connection with such misuse. For the avoidance of doubt, any act or omission by Customer’s contractor, agent, representative, or service provider that would constitute a breach of any term or condition of this Agreement if performed by Customer shall be deemed a breach of this Agreement by Customer.

14.3 Certain features and functionalities of the Services may be accompanied by separate or additional terms and conditions (“Feature Specific Terms”). In addition, any third-party content, software, or services made available through the Services (“Third Party Content”) may be accompanied by separate or additional terms and conditions (“Third Party Content Terms,” and together with Feature Specific Terms, “Supplemental Terms”). Supplemental Terms may be set forth in the applicable Order Form and/or may require Customer’s acceptance (including via the Service) prior to Customer’s access to or use of the applicable feature, functionality, or Third Party Content. Except to the extent expressly stated otherwise in the Supplemental Terms, all Supplemental Terms shall apply in addition to (and not in lieu of) the terms and conditions of this Agreement.

15. No Warranty; Limited Liability

15.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOLUTION, SERVICES, PROFESSIONAL SERVICES, AND ANY INFORMATION OR DATA PROVIDED THEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND ERRORS, AND WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SOLUTION, SERVICES, PROFESSIONAL SERVICES, AND/OR ANY INFORMATION OR DATA PROVIDED THEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL LIABILITY IN CONNECTION WITH ANY INFORMATION OR DATA PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SOLUTION, SERVICES, PROFESSIONAL SERVICES, OR FAILURE TO PROVIDE SUCH, AND ANY LOSS, DAMAGE OR HARM CAUSED IN CONNECTION WITH OR RESULTING FROM CUSTOMER’S USE OR EVALUATION OF THE SOLUTION, SERVICES, PROFESSIONAL SERVICES, OR SUCH INFORMATION OR DATA.

15.2 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, USE RESTRICTIONS, OR PAYMENT OBLIGATIONS, IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR LIABILITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOLUTION, THE SERVICES, PROFESSIONAL SERVICES, OR ANY INFORMATION OR DATA PROVIDED OR MADE AVAILABLE IN CONNECTION THEREWITH (WHETHER BASED IN CONTRACT, EQUITY, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE), NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

16. Publicity

Except if otherwise agreed between the Parties in writing, Customer hereby agrees that Company may publicly refer to Customer and identify Customer as Company’s business partner, in sales presentations, marketing materials and press releases, and on Company’s website.

17. Miscellaneous

Company may amend this Agreement from time to time, at its sole discretion and without prior notice. Company will notify Customer of material changes to this Agreement by posting notice on the website homepage or within the Services, or by sending notice to the email address provided by Customer. Material changes will take effect seven (7) days after such notice is provided. All other changes to this Agreement are effective as of the stated “Last Revised” date, and Customer’s continued use of the Services after such date constitutes acceptance of, and agreement to be bound by, the amended Terms. This Agreement and any related Order Form shall be governed by and construed in accordance with: (i) if the contracting entity (as stated in the Order Form) is Euno, Inc., the laws of the State of California, without regard to conflict of law provisions, and the courts located in San Jose, Santa Clara County, California, shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement or any applicable Order Form; or (ii) if the contracting entity (as stated in the Order Form) is Euno Data and Analytics Ltd., the laws of Israel, without regard to conflict of law provisions, and the courts located in Tel Aviv-Jaffa, Israel, shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement or any applicable Order Form. Customer may not assign its rights or obligations hereunder to any third party without the prior written consent of Company. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Nothing in this Agreement shall be construed as creating an agency, employment, partnership, joint venture, or other joint relationship. The Customer acknowledges and agrees that any breach of this Agreement would cause Company irreparable harm for which monetary damages would be inadequate; accordingly, Company, in addition to any other remedies available at law, shall be entitled to specific performance, injunctive relief, or any other remedies available at law or in equity. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed delivered upon transmission by email, delivery by hand, or five (5) days after mailing by registered mail to the respective addresses set forth at the head of this Agreement. In the event of any inconsistency or conflict between this Agreement and an Order Form, the terms of the Order Form shall prevail.