Terms & Conditions

These General Terms and Conditions (“Terms”) serve as an integral part of the order form (“Order Form”) executed between Anchor AI Ltd., (“Anchor AI”) and the customer indicated in the Order Form (the “Customer”) in connection with the access and use of Anchor AI proprietary Platform (as defined below) made available by Anchor AI to the Customer on a software-as-a-service basis.
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1. ACCEPTANCE OF TERMS

       1.1. The terms of the Order Form and these Terms shall collectively constitute the agreement between Anchor AI and the Customer (“Agreement”), effective as of the date indicated in the Order Form (“Effective Date”).
       1.2. Please read these Terms carefully before signing the Order Form or accessing or using the Platform (as defined below). The execution of the Order Form and the access or use of the Platform by the Customer constitutes the acceptance by Customer of the Agreement, including, without limitation, Anchor AI Privacy Policy (https://www.getanchor.ai/privacy), as may be amended from time to time. In the event of a conflict between the provisions of the Order Form and these Terms, the provisions of the Terms shall prevail. Customer represents and warrants that its representatives executing the Order Form have the authority to bind that organization or entity to the Agreement.
       1.3. Any terms or conditions included in any other documents, orders, specifications, requirements or communications issued or generated by Customer that are inconsistent with or in addition to this Agreement will be deemed stricken and are hereby rejected. This Agreement constitutes the entire agreement between Anchor AI and Customer with regard to the purchase of a subscription to Use the Platform, and expressly supersedes and replaces any prior or contemporaneous understandings, agreements and representations, oral or written.
       1.4. Anchor AI reserves the right, in its sole discretion, to modify or replace any of these Terms at any time and for any reason by posting the modified Terms on the Anchor AI website (https://www.getanchor.ai/). The Customer shall ensure to check the applicable Terms every time it uses the Platform so that it understands which Terms apply. Continued use of the Platform after such modifications or changes will be deemed as Customer’s awareness and acceptance to the amended terms. If a change to these Terms constitutes a material adverse effect on the ability of the Customer to Use the Platform, as previously used, or if such change is not acceptable to Customer, Customer sole remedy is to cease accessing or otherwise using the Platform.
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2. DEFINITIONS

       2.1. “Authorized User” means an employee or contractor of Customer, or an individual to whom Customer has otherwise granted permission to, manage, Use the Platform on Customer’s behalf, in according to the Agreement.
       2.2. “Customer Materials” means all information, data, that is provided by or on behalf of Customer, including through data integration, or manually added to the Platform.
       2.3. “Documentation” means the Anchor AI’s standard end-user documentation for the Platform, as generally made available to its customers, which may be updated from time to time upon notice to Customer.

       2.4. “Intellectual Property Rights” means intangible legal rights, including without limitation, patent rights (including, without limitation, patent applications and disclosures), inventions (whether patentable or not), copyrights, trademarks and trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
       2.5. “Order Form” means a mutually executed order form substantially in the form attached as Exhibit A to these Terms which references these Terms and sets forth the applicable for the purchase of subscription to Use the Platform and any additional services, including without limitation, Professional Services and Support Services to be provided by Anchor AI to the Customer. These Terms shall only apply to the Order Form which refer thereto.
       2.6. “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
       2.7. “Professional Services” means any consulting, implementation, training, integration or other professional services regarding the Platform, as may be offered by Anchor AI from time to time, that are provided to Customer pursuant to an Order Form.

       2.8. “Platform” means Anchor AI’s proprietary platform for the generation of proposals for RFx, grants and security and compliance questionnaires, designed to streamline project coordination and assist Customer in evaluating business opportunities and prepare the applicable proposals for bids or grants or adhere to security and compliance questionnaires as more particularly described in the applicable Order Form. Platform shall also include upgrades, customizations or additional features subscribed for the Customer separately.

       2.9. “Services” means, collectively, the Platform, the services provided to Customer with respect to the Platform, and the Professional Services, and the Support Services to the extant applicable, all as set out in the Order Form.  
       2.10. “Subscription Start Date” means has the meaning set forth in Section ‎11.1.
       2.11. “Subscription Period” means has the meaning set forth in Section ‎11.1.
       2.12. “Support Services” means the technical support services offered by Anchor AI, as set forth in Anchor AI’s SLA.
       2.13. “Use” means to use and access the Platform in accordance with the Agreement and the Documentation.

3. PLATFORM; ACCESS AND USE

       3.1. Grant of Rights. Subject to Customer’s compliance with these Terms, including, without limitation, the timely payment of all Fees set forth in the applicable Order Form, Anchor AI hereby grants Customer, during the applicable Subscription Period, a limited, non-exclusive, non-transferable (except as permitted hereunder), non-sublicensable right to Use the Platform during the Term, solely for Customer’s internal business purposes.

       3.2. Account Set Up. Promptly following execution of the Order Form, Anchor AI and Customer will work together to set up Customer in Anchor AI’s system, including but not limited to system access and training, workflow mapping and data feed integration. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, internet connection, modems, hardware, servers, software, operating systems, networking, web servers and the like. In addition, to Use the Platform, Customer shall be required to register for an account by creating a username and a password and use all reasonable means to secure any applicable usernames and passwords, hardware and software used to access the Platform in accordance with customary security protocols. Customer shall notify Anchor AI immediately upon becoming aware of any breach of security or unauthorized use of Customer’s account.

       3.3. Customer Materials. Customer will be solely responsible for ensuring that the Customer’s Use of the Platform, including, without limitation, the provision of Customer Materials to Anchor AI or through the Platform complies with all applicable laws (including, all privacy law), rules, and regulations. Customer acknowledges that the Use of the Platform and the Services are contingent upon the provision of true and accurate Customer Materials and warrants that all Customer Materials will be error free.  

       3.4. Use Restrictions. Customer will not, and will not permit any Person (including, without limitation, Authorized Users), at any time, to directly or indirectly: (i) Use the Platform in any manner beyond the scope of rights expressly granted herein; (ii) copy, adapt, tamper with, modify or create derivative works of the Platform or Documentation; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component, (source code), object code or underlying structure, algorithms or technology of the Platform, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease Use of the Platform to any other Person, or otherwise allow any Person to Use the Platform for any purpose other than for the benefit of Customer as permitted herein; (v) Use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Platform, or any data or content contained therein or transmitted thereby; or (vii) access or search the Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform features provided by Anchor AI for use expressly for such purposes; or (viii) Use the Platform, Documentation or any other Anchor AI Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or Services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform; or (ix) except with Anchor AI’s prior written permission, publish any performance or benchmark tests or analysis relating to the Platform.

       3.5. Authorized Users. Customer will not allow any Person other than Authorized Users to Use the Platform. Customer may permit Authorized Users to Use the Platform, provided that (i) the Use, including the number of Authorized Users, does not exceed the number of users as stated in the Order Form; and (ii) Customer shall be responsible for the acts or omissions of its Authorized Users, including without limitation, in connection with compliance with and breach of these Terms and Customer’s obligations and the use restrictions set forth in Section 3.3. All Authorized Users will be required to confirm and accept the Terms for attendees as part of their access process to the subscription process (which may be updated from time to time). For the avoidance of doubt, it is hereby clarified that Customer is responsible for all activities or actions that occur under its account, including activities of all users who Use the Platform through its account. Anchor AI may suspend or terminate any Authorized User’s access to the Platform upon notice to Customer in the event that Anchor AI reasonably determines that such Authorized User has violated these Terms.

       3.6. Third Party Open Source Components. The Platform may contain certain open source software components. Customer acknowledges that these open source components are provided pursuant to various open source licenses (as may be identified to Customer by Anchor AI from time to time or in the Documentation or the applicable proprietary notices). Copyrights to the open source software are held by the copyright holders indicated in the Documentation or the applicable notices. Any fees charged by Anchor AI in connection with the Platform do not apply to any open source components for which fees may not be charged under their applicable open source licenses. With respect to each Open Source Component, (i) to the extent there are any conflicts between any terms of this Agreement and any terms of the respective open source license, which the open source license does not permit, such conflicting terms of this Agreement will not apply; and (ii) to the extent the terms of the respective open source license entitle the Customer to receive a copy of the source code of such open source components, that source code may be available from Anchor AI upon Customer’s request.
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4. SERVICES

       4.1. Support Services. Subject to the terms of this Agreement, during the applicable Subscription Period, Anchor AI will provide Customer Support Services. Upon Customer’s request, Anchor AI may provide Professional Services, in accordance with the pricing and terms as set forth in the applicable Order Form. Customer acknowledges that the successful and timely provision of the Support Services and any other Professional Services requires the Customer’s compliance and adherence to the requirements included in this Agreement and the Documentation, as well as its good faith cooperation, including by making available such personnel and information as may be reasonably requested by Anchor AI. Anchor AI will not be liable for any failure to provide the Support Services or any Professional Services that arises from Customer’s failure to cooperate with Anchor AI as set forth above. Customer acknowledges and agrees that the service levels included in the SLA are performance targets only and any failure of Anchor AI to meet any service level will not result in any breach of the Agreement or any payment or liability of Anchor AI to Customer.

       4.2. Updates. Customer acknowledges that Anchor AI continuously provides bug fixes, error corrections, patches and other improvements to the Platform (“Updates”). Updates to the Platform, if any, may be provided by Anchor AI on an OTA (over-the-air) basis. Once made available to Customer, Updates will be deemed part of the Platform under this Agreement. Anchor AI will give Customer reasonable prior notice of any material updates or changes to the Platform. If an Update or a change removes or materially impacts key features of the Platform, Customer may, within 30 days of receiving notice, notify Anchor AI of its intent to terminate its subscription according to the termination terms outlined herein.

       4.3. Third Party Features. Customer acknowledges and agrees that the Platform operates on or with other services operated or provided by third parties (“Third Party Services”). Customer acknowledges that Anchor AI is not responsible for such Third Party Services, including without limitation their availability or operation. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Anchor AI does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
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5. FEES AND PAYMENT

       5.1. Fees. In consideration for the right to Use the Platform and the Services, the Customer will pay Anchor AI the fees set forth in the Order Form in accordance with the terms therein (“Fees”) without offset or deduction. Anchor AI reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Subscription Term or then-current Renewal Term, upon thirty (30) days’ prior notice to Customer (which may be sent by email).

       5.2. Billing. Billing for the subscription fees will be on an annual, quarterly, or monthly recurring basis in advance, during the Subscription Period, as further detailed in the Order Form. Customer shall be entitled to subscribe for additional features of the Platform as may be offered from time to time by Anchor AI and increase the scope of the license, all as shall be documented in the agreed Order Form and subject to payment of the applicable Fees. Additionally, if Customer’s Use of the Platform exceeds the license scope set forth in the applicable Order Form or otherwise requires the payment of additional fees, Customer will be billed for such excess usage and will pay the additional fees in accordance with the price and the payments terms set forth in the Order Form. Fees for Professional Services will be invoiced monthly, or as otherwise set forth in an Order Form.
 
       5.3. Payments. All payments will be due and payable to Anchor AI within thirty (30) days of the applicable invoice date or billed through Anchor AI’s secure online payment system, all as further detailed in the applicable Order Form Payments due to Anchor AI must be made in the currency set forth in the Order Form. Customer will pay via wire transfer or other payment methods mutually agreed by the parties in the Order Form. All payments are non-refundable. All unpaid invoices shall bear interest at an amount equal to 1.5% (compounded monthly) of the outstanding balance per month commencing upon the date payment is due, subject to seven (7) days prior notice. Additionally, It is agreed upon the parties that if Anchor AI has not received any payment as set forth above in full within 30 business days from the applicable due date, then Anchor AI, in addition to any other rights it may have, shall be entitled suspend the subscription and Services it provides to the Customer, and Customer shall have no claims towards Anchor AI in connection therewith. Customer will reimburse Anchor AI for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.

       5.4. Taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Anchor AI hereunder, other than any taxes imposed on Anchor AI’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Anchor AI hereunder, then (i) the parties will cooperate in obtaining exemptions from withholding tax, and (ii) if the withholding tax cannot be exempted, Customer will pay such taxes to the applicable tax authorities and will increase the payments made to Anchor AI to make up for the withheld or deducted amounts such that the payments made to Anchor AI will be as if Customer was not required to make any such withholding or deduction.

       5.5. Payment Disputes. If Customer believes that Anchor AI has billed Customer incorrectly, Customer must contact Anchor AI no later than thirty (30) days after receipt of the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit (should Anchor AI determine that Customer was in fact billed incorrectly).

       5.6. Audit. At reasonable times and upon reasonable prior notice, Anchor AI may audit the relevant books and records of Customer to ensure compliance with the terms of the Agreement. Anchor AI will bear all the costs of audits unless an audit shows material non-compliance by Customer, in which case Customer will bear all reasonable expenses incurred by Anchor AI to perform the audit. Customer will immediately rectify non-compliance discovered in the audit to the full satisfaction of the Anchor AI.
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6.  CONFIDENTIALITY

       6.1. Confidential Information. Each party (“Recipient”) acknowledge that the other party (“Discloser”) has disclosed or may disclose business, technical, financial or other confidential or proprietary information relating to its technology or business (“Confidential Information”). Without limitation, Confidential Information of Anchor AI, includes non-public information regarding features, functionality and performance of the Platform, and Confidential Information of Customer, includes, Customer Materials.

       6.2. Confidentiality Obligations. Recipient will: (i) hold in strict confidence all Confidential Information of Discloser, and to use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like importance (and in no event with less than reasonable care); (ii) not use Confidential Information of Discloser except as necessary to perform or use the Services or as otherwise permitted in this Agreement; and (iii) not disclose any Confidential Information to any third-party without the prior written consent of Discloser, other than to those employees or service providers of Recipient who have a need-to-know such information for purposes of this Agreement. Recipient’s obligations hereunder with respect to each item of Confidential Information will expire 5 years from the date of receipt by Recipient or such longer period if trade secret protection applies (for so long as the Confidential Information constitutes a trade secret).

       6.3. Exceptions. The confidentiality obligations hereunder shall not apply to any information that Recipient can document (i) is already or becomes in the public domain through no fault of Recipient or a breach of this Agreement; (ii) was lawfully in Recipient's possession prior to receipt from Discloser, as evidenced by the Receiving Party’s contemporaneous written records; (iii) is received by Recipient independently from a third party free to lawfully disclose such information to Recipient, as evidenced by the Receiving Party’s contemporaneous written records; or (iv) is independently developed by Recipient without use of or reference to Confidential Information; (v) is required to be disclosed by law or by the order of a court or by an administrative body, provided however that to the extent legally permissible, the Recipient notifies the Discloser of such required disclosure promptly and in writing and cooperates with the Discloser, at the Discloser’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

       6.4. Return of Confidential Information. Recipient further agrees to return to Discloser or destroy, at Disclosers choice, all Confidential Information (and any tangible materials incorporating Confidential Information) upon the termination of the Agreement or at any time upon Discloser’s written request. However, Recipient may retain one copy of the Confidential Information in order to comply with mandatorily applicable law and to observe its obligations under this Agreement. Additionally, the Recipient's backups of computer records maintained as part of the Recipient’s reasonable IT policy shall not be required to be deleted provided that in all cases involving such retention or non-destruction of Confidential Information, such records or copies shall be subject to the confidentiality obligations herein for as long as they are retained.

       6.5. Equitable Relief. Recipient acknowledges and recognizes that Discloser would suffer irreparable harm if Recipient violates its confidentiality obligations under this Agreement and that damages may not be a suitable remedy for such a violation. Accordingly, in addition to all other remedies to which Discloser may be entitled, it may also seek injunctive relief and any other form of equitable relief in any applicable jurisdiction.

       6.6. Publicity. Anchor AI may use Customer’s name and logo in its customer lists which may be posted on Anchor AI’s website or other marketing materials, provided that such postings will at all times comply with any trademark usage guidelines provided by Customer to Anchor AI and will promptly be removed following Customer’s reasonable request to do so. Further, with the prior written approval of Customer (which Customer will consider in good faith), Anchor AI may issue a press release or other public announcement describing its relationship with Customer, including descriptions of Customer’s use of the Platform or the impact it has had on Customer. Except as set forth above, neither party may use the name or logo of the other party in any media release, public announcement or similar disclosure unless such use was approved in writing (including via e-mail) by the other party prior thereto.
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7. PROPRIETARY RIGHTS

       7.1. Anchor AI Ownership. Anchor AI owns and will retain all rights, title and interest, including all intellectual property rights in and to: the Platform, the underlying software provided in conjunction with the Platform, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide the Services, Documentation and Aggregate Data, all improvements, upgrades, updates, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship and even such were made pursuant to the request or the advice of the Customer or any Authorized User) (“Anchor AI IP”).

       7.2. Customer Ownership. Customer owns and will retain all right, title and interest in and to the Customer Materials. Customer hereby grants Anchor AI, and its affiliates, a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials solely for the purpose of improving the punctuality of the Platform and Anchor AI’s other related products, Services and technologies during the Term and to comply with applicable law. The Platform is not intended to be used as storage, backup or archiving services. It is the Customer’s responsibility to back up the Customer Materials and the Customer is responsible for any lost or unrecoverable Customer Materials.  

       7.3. Aggregate Data. Notwithstanding anything to the contrary in this Agreement and subject to applicable law, Customer agrees that Anchor AI will have the right to collect and analyze data and other information relating to the provision, Use and performance of various aspects of the Platform (including, without limitation, information concerning Customer Material and data derived therefrom) (“Aggregated Data”). Anchor AI will be free (during and after the Term hereof) to (i) use the Aggregated Data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other Anchor AI offerings, and (ii) disclose such Aggregated Data in a de-identified form in connection with its business.

       7.4. No Implied Rights. No rights or licenses are granted by Anchor AI to Customer under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement.

       7.5. Feedback. From time-to-time Customer or its employees, contractors, representatives or Authorized Users may provide Anchor AI with suggestions, comments, feedback or the like with regard to the Platform (collectively, “Feedback”). The Customer shall have no obligation to provide any Feedback. The Feedback shall be owned upon creation by Anchor AI and shall be considered Anchor AI Confidential Information.
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8. WARRANTIES AND DISCLAIMER

       8.1. General. Each party represents and warrants that (i) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms of this Agreement, and (ii) its execution and delivery of this Agreement and its performance hereunder will not violate any applicable law, rule or regulation. Customer further represents and warrants that the Person entering into this Agreement on behalf of Customer has the legal authority to bind Customer.

       8.2. Services. Anchor AI warrants that during the applicable Subscription Period, the Anchor Platform will conform in all material respects to the Documentation. Anchor AI’s sole liability and Customer’s exclusive remedy for any breach of this warranty shall be to use reasonable commercial efforts to remedy any such non-conformance in accordance with the service levels set forth in the SLA. The foregoing warranty will not apply if the non-conformance was caused by (i) Use of the Platform not in accordance with this Agreement, (ii) modifications to the Platform by Customer or any third-party, (iii) third-party hardware, software, or services used in connection with the Platform; (iv) provision of inaccurate Customer Materials. Anchor AI further warrants that it will perform the Services in a professional and workmanlike manner. As part of the Services, Anchor AI may offer Customer possible connections with third parties for the submission of the applicable grant or RFx. It is hereby clarified that Anchor AI shall not be responsible or liable for the outcome of such connections or for the acts or omissions of any third parties, and all liabilities in connections therewith are hereby disclaimed.

       8.3. Disclaimer. ANCHOR AI DOES NOT MAKE ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL ERRORS WILL BE CORRECTED OR THAT IT SHALL MEET THE CUSTOMER’S REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION ‎8, THE SERVICES ARE PROVIDED “AS IS” AND ANCHOR AI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
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9. INDEMNIFICATION

       9.1. Indemnification by Anchor AI. Anchor AI will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) alleging that Customer’s Use of the Platform infringes or misappropriates such third party’s Intellectual Property Rights and will indemnify and hold harmless Customer against any damages and costs finally awarded against Customer by a competent jurisdiction or agreed in settlement by Anchor AI (including reasonable attorneys’ fees) resulting from such Claims.

       9.2. Indemnification by Customer. Customer will defend Anchor AI, its officers, directors and employees, from any third party claims based upon or resulting from: (i) the submission, processing, display and/or use of any Customer Material; (ii) the fraudulent, illegal, or otherwise prohibited Use of the Platform by Customer or Authorized Users; (iii) Customer’s breach of applicable laws or regulations and violation of third party rights; and (iv) pay all damages, expenses and costs (including, reasonable attorneys’ fees) awarded against Anchor AI by a court of competent jurisdiction or agreed to in a written settlement agreement entered into by Customer.

       9.3. Process. Each party’s obligation to indemnify the other party is conditioned on the party seeking indemnification: (i) promptly notifying the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, (ii) allowing the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying party shall not settle any claim that requires the indemnified party to admit fault without the indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed), and (iii) giving the indemnifying party reasonable assistance in the defense and settlement of any claim, suit or proceeding for which indemnity is claimed. The indemnified party may, at its own cost and expense, participate, through its attorneys or otherwise, in the defense of the claim and any appeal arising therefrom.

       9.4. Exclusions. Anchor AI’s indemnification obligations will not apply if the underlying third-party Claim arises from or as a result of: (i) any products, services, technology, materials or data not created, provided or made available by Anchor AI (including, without limitation, any Customer Materials); (ii) modifications to the Platform made by any person or entity except Anchor AI or anyone on its behalf, if the claim would not have arisen but for such modification; (iii) the Use of the Platform not in compliance with the Documentation or this Agreement or in a manner for which it was not intended, if the claim would not have arisen but for such Use; and/or (iv) combination, utilization or integration of the Platform with Customer’s or with third parties’ equipment, network, platform, products and/or applications, where the Platform, standing alone, would not have infringed third party’s rights.

       9.5. Mitigation. If Customer’s Use of the Platform (or any part thereof) is, or in Anchor AI’s opinion is likely to be, enjoined as a result of infringement or misappropriation of any third party intellectual property right, Anchor AI will, at its option and expense, and at no cost or expense to Customer, either: (a) procure for Customer the right to continue to Use the Platform under the terms of this Agreement; or (b) replace or modify the Platform so that it becomes non-infringing and substantially equivalent in function, or (c) if neither of the foregoing is commercially practicable in Anchor AI’s judgment, terminate this Agreement and provide Customer a refund of any fees prepaid to Anchor AI  and not used for the remainder of the applicable Subscription Period. This Section 9 states Anchor AI’s sole liability, and Customer’s exclusive remedy, with respect to any claim of intellectual property infringement.
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10. LIMITATIONS OF LIABILITY.
     IN NO EVENT WILL ANCHOR AI, OR ITS OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INJURIES (INCLUDING DEATH) AND/OR DAMAGES FOR LOSS OF PROFITS, REVENUES, LOSS OF DATA OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT OR OTHERWISE OR FOR ANY MATTER BEYOND ANCHOR AI’S REASONABLE CONTROL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANCHOR AI’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT, INCLUDING, FOR AVOIDANCE OF DOUBT, AS RELATED TO THE SERVICES WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, AND WHETHER TO CUSTOMER OR OTHERWISE (INCLUDING, WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, TO THE CUSTOMER’S OFFICERS, EMPLOYEES AND SHAREHOLDERS) WILL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID TO ANCHOR AI BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
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11. TERM AND TERMINATION

       11.1. Subscription Period. The Agreement will become effective upon the execution of the Order Form and will continue in effect until expiration or termination of the respective Subscription Period. The initial subscription term under the Order Form will commence upon the ‘Subscription Start Date’ set forth in the Order Form (the “Subscription Start Date”) and continue for the ‘Initial Subscription Term’ set forth in the Order Form (“Initial Subscription Term”). Thereafter, unless otherwise set forth in the Order Form, the Agreement and the Initial Subscription Term will automatically renew for subsequent periods of the same duration as the Initial Subscription Term (each, a “Renewal Subscription Term,” and collectively with the Initial Subscription Term, the “Subscription Period”), unless either party provides the other party with written notice of its intent not to renew such Order Form at least sixty (60) days prior to the end of the Initial Subscription Term or the then-current Renewal Subscription Term.

       11.2. Termination. Either party may terminate the Agreement, effective on written notice to the other party, if: (i) the other party materially breaches the Agreement (including, without limitation, non-payment of any fees due under this Agreement), and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; or (ii) the other party is adjudicated bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party, or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

       11.3. Effect of Termination. Upon expiration or termination of the Subscription Period: (i) the right to use the Platform will terminate and; (ii) Anchor AI shall return all Customer Materials in its possession or under its control, or maintain it as required by applicable law. No expiration or termination will affect the Customer’s obligation to pay all fees that have become due or accrued through the effective date of expiration or termination, nor entitle Customer to any refund.

       11.4. Survival. All sections of this Agreement which by their nature should survive termination will survive termination or expiration of this Agreement for any reason whatsoever, including, without limitation, Sections 3, 5, 6, 7, 8, 10, 11 and 12.
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12. GENERAL

       12.1. Export Controls and Regulations. Customer agrees to comply fully with all relevant export laws and regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority (“Export Laws”) to ensure that neither the Platform, nor any direct product thereof are: (i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws. The Platform, software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth herein.

       12.2. Non Solicitation. During the Subscription Period, and for a period of two (2) years from the date of completion of Services hereunder, Customer will not entice or solicit to employ, or employ, directly or indirectly, any individual employed or engaged by the Anchor AI or any of its Affiliates who has been directly or indirectly involved in the performance of this Agreement, unless such employee has ceased to be employed or engaged by Anchor AI for at least one (1) year. This clause does not prohibit Customer from interviewing or offering employment to any employee or individual contractor of Anchor AI who independently initiates employment discussions with Customer.

       12.3. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to the principles of conflicts of law. The parties irrevocably submit to the exclusive jurisdiction of the courts of New York, USA with respect to any dispute or matter arising out of, or connected with, this Agreement.

       12.4. Relationship of the Parties. The parties hereto are and intend to remain independent contractors. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between Customer and Anchor AI or authorizes Customer to act on behalf of Anchor AI.

       12.5. Assignment. Neither party may otherwise assign this Agreement, in whole or in part, without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. Notwithstanding the foregoing, Anchor AI may assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets or business to which this Agreement relates.

       12.6. Force Majeure. Anchor AI will not be liable to Customer due to any delay or failure in provision of Services or any other non-performance under this Agreement caused by circumstances beyond the reasonable control of Anchor AI, including, without limitation, fire, floods, earthquakes and other acts of nature, acts of civil or military authority, epidemics and pandemics, lockdowns, quarantine restrictions or other government-ordered restraints, regulation or required approvals of government bodies, strikes, riots, sabotage, or denial of service attack (“Force Majeure”). In the event Anchor AI’s performance is affect by a Force Majeure event, Anchor AI will, as soon as practically possible, give written notice to Customer specifying the Force Majeure event and use commercially reasonable efforts to resume performance of its obligations.

       12.7. Entire Agreement. This Agreement contains and sets forth the entire agreement and understanding between the parties with respect to the subject matter contained herein, and such supersedes all prior discussions, agreements, representations and understandings in this regard.

       12.8. Amendments and Waivers. This Agreement may be changed, amended or otherwise modified only by means or a written instrument, executed by both parties. The terms of this Agreement may be waived only by a written document executed by the party entitled to the benefits of such terms. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of the party.

       12.9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision will be excluded from this Agreement and the remainder of this Agreement will be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement will be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

       12.10. Notices. All notices given pursuant to this Agreement must be in writing and will be deemed to have been duly given when: hand delivered, sent by email (with written confirmation of receipt), or when received by the addressee (with written confirmation of receipt) in each case to the appropriate address in the applicable Order Form (or to such other address or e-mail address as a party may designate by notice from time to time).

       12.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile shall be effective to the same.