This END USER AGREEMENT (the “Agreement”) is between Spot AI, Inc., a Delaware corporation headquartered in California (“Spot AI”) and you as a customer and user (“Customer”).
This Agreement is effective on the earlier of a date on an executed Order Form, or the date Customer uses the Products (“Effective Date”).
By executing an Order Form, clicking a box referencing this Agreement, or accessing or using the Product, Customer signifies that Customer has read, understood, and agrees to the terms of this Agreement. This Agreement applies to Customer and all users who access the Spot AI Products under Customer’s account.
DEFINITIONS, As used herein:
- “Agreement” means this Agreement or an Evaluation Agreement as defined in Schedule 2, together with any Order Form or Schedules referenced, collectively referred to as the “Agreement”.
- "Confidential Information" means, (a) with respect to Customer, Customer Data, (b) with respect to Spot AI, Spot AI Products, including without limitation all information relating to the Spot AI Products (including all Customer feedback) and trade secrets and (c) with respect to both parties, any and all non-public technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, techniques, or ideas disclosed to the other party. For convenience, a disclosing party may, but is not required to, mark written Confidential Information with the legend "Confidential" or an equivalent designation.
- "Documentation" means Spot AI's then-current technical and/or functional documentation provided to Customer.
- “Hardware” means the hardware system into which the Software is installed.
- “Intellectual Property Rights” means all Spot AI patents, design rights, copyrights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights.
- “Products” means any Hardware, Software, Documentation, programs, tools, systems, data, or other materials provided to Customer.
- “Support” means Spot AI’s then-current support offering specified in the attached Schedule 1, which Spot AI may update from time to time at its sole discretion.
- "Software" means any and all software Products licensed to Customer under this Agreement, including any updates or new releases.
- “Order Form(s)” means any order form for the Products and related Support ordered by Customer, including by extension, increases in the quantity of connected cameras or other devices which may be agreed to between the parties.
- Subscription License. Subject to Customer’s compliance with this Agreement and during the Subscription Term, Spot AI grants to Customer a non-exclusive, non-transferable, limited, subscription based, right and license to use the Products at specified site(s) in the United States solely for internal business use and testing purposes.
- Customer agrees Products shall be located at Customer’s facilities or Customer-managed facilities and be maintained in Customer’s direct possession. Customer will impose the restrictions contained in this Agreement on any employee, Affiliate, contractor, or other party who may use the Products on its behalf, and a breach of the Agreement terms by an any such party shall be considered a breach by Customer. Customer shall not lease, loan, resell, sublicense or otherwise distribute the Spot AI Products to third parties.
PRICE, PAYMENT, AND DELIVERY
- Fees. Customer agrees to pay to Spot AI the fees for Products as specified in the Order Forms (“Fees”). Shipments are FOB Origin. If Customer payment is more than twenty (20) days overdue, Spot AI reserves the right to disable Customer's use of the Products, provided it has given at least 10 days' notice of such intent.
- Verification. Spot AI shall be permitted to remotely verify Customer’s usage of the Products as it deems reasonably necessary, including but not limited to verifying the number of connected cameras or other devices. If Spot AI discovers under-reported or underpaid fees related to usage or connected devices, Spot AI shall invoice and Customer shall pay such underpaid fees based on the Customer’s Order Form pricing or Spot AI’s then-current price list and terms and conditions in effect at the time.
- Taxes. Fees do not include sales, VAT, withholding, use, property, or similar taxes. Customer is responsible for payment of such taxes, however designated or incurred, and Customer will reimburse Spot AI for any taxes paid or payable on behalf of Customer. Customer agrees and understands that the calculation of taxes may be affected by the delivery method and delivery location of the Software and Hardware.
TERM and TERMINATION
- Term. This Agreement becomes effective on the Effective Date and shall continue until the license end date of the last active Order Form, unless terminated earlier as provided hereunder (“Subscription Term”). Order Forms will renew automatically for additional successive one (1) year terms, unless (i) signed Order Form specifies different renewal terms, (ii) Agreement is terminated earlier in accordance with Section 4.2, or (iii) notice of non-renewal is given by one party to the other party at least thirty (30) days prior to the expiration of the then-current Subscription Term.
- Termination. Each party will have the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof. Customer's breach of its obligations under Sections 6 or 10 or if Customer files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, shall result in an immediate termination.
- Effects of Termination. Upon any termination hereunder, Customer shall immediately cease use of, and shall irretrievably destroy or return (at Spot AI’s request), all copies of the Spot AI Products and Confidential Information in every form. Spot AI will give Customer seven (7) days to download or otherwise save Customer Data, after which Customer will have no access to the Spot AI dashboard or interface, and Spot AI will have no access to Customer Data.
- Survival. Sections 3, 4.2, 5, 7, 8, 9, 10, 11.3, 11.4, 11.5, and 11.7 shall survive such termination. In the event of any termination hereunder, Customer shall not be entitled to any refund of any payments made by Customer, except to the extent the cause of termination has been finally determined to result from a breach of Section 7.1 (Performance Warranty), in which case, Customer is entitled to a pro-rata refund of any prepaid, unused Fees. Termination for any other reason shall not relieve Customer from its obligation to pay Fees that remain unpaid.
INTELLECTUAL PROPERTY RIGHTS
- Reservation of Rights. The Spot AI Products, and all Intellectual Property Rights embodied therein, shall be the sole and exclusive property of Spot AI or its or their licensors, subject to any limited license rights expressly granted to Customer in Section 2 above. Customer shall not copy, translate, disassemble, decompile, nor reverse engineer the Software or other Spot AI Products, nor create or attempt to create the source code from the object code of the Software or other Spot AI Products. Customer is permitted to back up Customer Data in accordance with good information technology practice.
- Feedback. You hereby grant to Spot AI a royalty-free, worldwide, assignable, sublicensable, irrevocable, perpetual license to use, modify and incorporate into the Spot AI Products any suggestions, enhancement requests, recommendations or other feedback about the Spot AI Products provided by you hereunder.
- Customer Data. Customer understands and agrees that by using the Spot AI Products, Customer may be capturing and collecting video recordings and images and related information (collectively, "Customer Data"). In connection with Customer’s use of the Products, Customer may also be permitting Spot AI to access that Customer Data, including Customer Data that may contain personally identifiable information of third parties, including employees, business partners or other individuals. Customer is responsible for securing and protecting Customer Data collected by Customer while using Spot AI Products.
- Ownership; Use by Spot AI. As between Customer and Spot AI, Customer owns the Customer Data. Spot AI does not claim any ownership rights in or to the Customer Data. However, in order for the Products to operate and for Spot AI to provide Support, Spot AI may need the right to access the Customer Data. Customer hereby grants to Spot AI a worldwide, non-exclusive, non-transferable (except to an Affiliate), royalty-free license, to use, view, copy, process, store, transmit, and otherwise access Customer Data only for the purposes of (i) providing the Products and Support to Customer, (ii) improving and developing the Products and Support, and (iii) as directed by Customer. Spot AI also reserves the right to use Customer Data to the extent necessary to protect Spot AI’s rights in any dispute with Customer or as may be required by law.
- Rights of Third Parties. It is Customer’s sole responsibility to provide notice to, and obtain any necessary consents from, users, employees or other persons regarding collection, processing, and storage of Customer Data (including video recordings). Customer represents and warrants that neither Customer’s collection, use and/or transmission of the Customer Data, including video recordings and images, if applicable, nor Customer's use of Customer Data as described herein will infringe, misappropriate or violate a third party's intellectual property rights or rights of publicity or privacy or result in the violation of applicable law. Customer agrees to use, deploy and implement all reasonable administrative, operational and physical security systems and practices to protect and safeguard its own and third-party data (including Customer Data), computing systems, networks, physical locations and facilities and all Confidential Information.
- Warranty. Spot AI warrants that the Software will substantially conform to its Documentation during the Subscription Term, unless the Software is not used in accordance with the Documentation or is modified by Customer or a third party. Spot AI does not warrant that the Software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that it meets all of Customer's business requirements. If Customer reports and Spot AI validates the existence of a Software nonconformance, Spot AI will repair or replace the nonconforming Software. This is Customer’s sole and exclusive remedy under this warranty. If Hardware is confirmed to be defective, Spot AI will promptly replace the Hardware with a functioning equivalent system within a commercially reasonable time and will assist Customer with its installation.
- Express Disclaimer. SPOT AI AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.
THIRD PARTY CLAIMS
- Infringement and Defense of Customer. Spot AI shall defend Customer against claims brought against Customer by any third party alleging that Customer's Use of the Software, in accordance with the terms and conditions of this Agreement, constitutes a direct infringement or misappropriation of such third party’s patent claim(s), copyright or trade secret rights, and Spot AI will pay damages finally awarded against Customer (or the amount of any settlement Spot AI enters into) with respect to such claims. This obligation of Spot AI shall not apply if the alleged infringement or misappropriation results from (i) Use of the Software in conjunction with any other software; (ii) Use of the Software with an apparatus, system or device other than the Hardware; (iii) failure to promptly use an update provided by Spot AI if such infringement or misappropriation could have been avoided by use of the update; or (iv) any use not permitted by this Agreement. This obligation of Spot AI also shall not apply if Customer fails to timely notify Spot AI in writing of any such claim; however Customer’s failure to provide or delay in providing such notice shall not relieve Spot AI of its obligations under this Section except to the extent Spot AI is prejudiced by Customer’s failure to provide or delay in providing such notice. Spot AI is permitted to control fully the defense and any settlement of any such claim as long as such settlement shall not include a financial obligation on or admission of liability by Customer. In the event Customer declines Spot AI’s proffered defense, or otherwise fails to give full control of the defense to Spot AI’s designated counsel, then Customer waives Spot AI’s obligations under this Section 8.1. Customer shall reasonably cooperate in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to Spot AI. Spot AI expressly reserves the right to cease such defense of any claim(s) in the event the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party’s rights. Spot AI may settle or mitigate damages from any claim or potential claim by substituting alternative substantially equivalent non-infringing programs and supporting documentation for the Software. Customer shall not undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation of the Software that is prejudicial to Spot AI’s rights.
- THE PROVISIONS OF THIS SECTION 8.1 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF SPOT AI AND ITS LICENSORS TO CUSTOMER, AND IS CUSTOMER'S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
- Infringement and Defense of Spot AI. Subject to the remainder of this Section, Customer shall defend any action brought against Spot AI by a third party to the extent that it is based upon a claim related to: (i) Customer’s collection of Customer Data and/or distribution thereof to Spot AI for Use in connection with the Software, the Designated System and Spot AI Products, or (ii) any violation of any third party right or applicable laws in connection with a) any Customer Use of the Software, Hardware or Spot AI Products or b) any activity associated with Customer’s obligations under this Agreement; and indemnify Spot AI from any resulting settlement amounts, and for any resulting costs and damages finally awarded by a court of competent jurisdiction in connection with such claim(s), provided that Spot AI promptly provides Customer with notice of such claim; allows Customer sole control over the defense thereof and related settlement negotiations; and reasonably cooperates in response to Customer’s requests for assistance. Customer may not settle or compromise such a claim without Spot AI’s prior written consent.
LIMITATIONS OF LIABILITY
- Not Responsible. Spot AI and its licensors will not be responsible under this Agreement (i) if the Software is not used in accordance with the Documentation; or (ii) if the defect or liability is caused by Customer, a modification (other than a modification made by Spot AI which is provided through Spot AI Support or under warranty), or third-party software; or (iii) if the Software is used in conjunction with any third party software for which the Customer lacks sufficient rights from the third party vendor for such use; or (iv) for any Customer activities not permitted under this Agreement. SPOT AI AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE SOFTWARE AND/OR THIRD-PARTY SOFTWARE LICENSED OR HARWARD PROVIDED HEREUNDER.
- Exclusion of Damages; LIMITATION OF LIABILITY. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EXCEPT FOR (I) DAMAGES RESULTING FROM (A) UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION; OR (B) DEATH OR PERSONAL INJURY ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (II) EITHER PARTY’S OBLIGATIONS UNDER SECTION 8; OR (III) SPOT AI’S RIGHT TO COLLECT UNPAID FEES, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL SPOT AI, ITS LICENSORS OR CUSTOMER BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT IN EXCESS OF THE PAID FEES FOR THE SOFTWARE AND HARDWARE DIRECTLY CAUSING THE DAMAGES OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ATTORNEYS’ FEES, COURT COSTS, INTEREST OR EXEMPLARY OR PUNITIVE DAMAGES.
- The provisions of this Agreement allocate the risks between Spot AI and Customer. The Fees reflect this allocation of risk and the limitations of liability herein.
- Use of Confidential Information. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party : (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder, and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
- Exceptions. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.
- Confidential Terms and Conditions; Publicity. Customer shall not disclose the terms and conditions of this Agreement or the pricing contained herein to any third party. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that Customer agrees that Spot AI may use Customer's name in customer listings or, at times mutually agreeable to the parties, as part of Spot AI's marketing efforts (including reference calls and stories, press testimonials, site visits, and case studies).
- Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets.
- Waiver. The waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other provision or any subsequent breach.
- Severability. If any provision of this Agreement is found to be unenforceable, the provision will be enforced to the maximum extent permissible to fulfill the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
- Regulatory Matters. Each party will comply with all federal, state, and local laws and regulations applicable to it with respect to the Products, including all export control regulations and restrictions of the United States or any other country. Customer will ensure that none of the Products are directly or indirectly exported, re-exported, or used to provide services in violation of such export laws and regulations.
- Governing Law; Limitations Period. This Agreement will be deemed to have been made in, and will be construed pursuant to the laws of, the State of California and the United States without regard to the conflict of law provisions thereof. The United Nation’s Convention on Contracts for the International Sale of Goods is expressly excluded from application to this Agreement. The sole venue for all disputes relating to this Agreement will be in Santa Clara County, California.
- Notices. A notice or other communication under this agreement will be effective when received by the party to which it is addressed. Notices sent by overnight courier or certified mail should be sent to the executive office of Spot AI as found on its website at the time of notice, or to Customer’s address as found in Spot AI’s records, and are considered delivered at the time noted by the carrier. Notices sent by email should be sent in the case of Spot AI to email@example.com, or to Customer’s email address as found in Spot AI’s records, and will be considered given only upon acknowledgement (other than automatic “read receipt" or similar), but may not be used for notice of a material breach, which shall occur by exchange of letter(s).
- Force Majeure. Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
- Entire Agreement. This Agreement constitutes the entire agreement between Spot AI and Customer and supersedes all previous representations and discussions. This Agreement may be modified only by a writing signed by both parties.
SCHEDULE 1: SUPPORT SERVICES
Spot AI will provide technical Support to Customer, subject to Customer’s payment of all applicable fees and compliance with the Agreement. Spot AI may access the Hardware for maintenance purposes and to implement bug fixes, planned upgrades, and feature changes.
Spot AI will provide Support for errors, bugs, or other reported issues, except that Spot AI will not be responsible for addressing or resolving problems that are caused by Customer. Spot AI may access the Hardware to diagnose reported problems. Customer will be obligated to provide Spot AI with sufficient access, information, and data to enable Spot AI to reproduce a reported issue.
Support will be provided through email and telephone communication during Spot AI Support’s normal business hours, i.e., from 9:00 a.m. to 6:00 p.m. Pacific time on regular U.S business days.
Spot AI will respond to support requests within two (2) business days; resolution times will vary depending on the type and severity of the issue.
Services that are outside the scope of Spot AI’s support obligations include support for Software which has been subject to unauthorized modification by Customer or for which all required maintenance releases have not been implemented by Customer; Support requested due to a cause beyond Spot AI’s the reasonable control (e.g., floods, fires, loss of electricity or other utilities); and negligence, operator error, or improper use of hardware or software by Customer or any third party.
SCHEDULE 2: EVALUATION AGREEMENT
If you are evaluating a Spot AI product the following terms apply to your use of the Products:
- Loan of Evaluation Systems. Spot AI offers certain hardware and software products as “Evaluation Systems” (including all provided documentation, each an “Evaluation System”).
- Evaluation. You will conduct an evaluation of the Evaluation System (the “Evaluation”) beginning the date the Evaluation System is delivered (the “Start Date”) and ending four weeks later, unless extended by mutual agreement (the “Evaluation Period”). During the Evaluation Period you will provide feedback to us on the performance of the Evaluation System (the “Feedback”). We may use Feedback and performance data collected by an Evaluation System without restriction for any reasonable purpose.
- License Grant. Spot AI hereby grants you a non-sublicensable, non-exclusive, non-transferable, limited license to use (i) the hardware and any embedded firmware, and (ii) any software provided in connection with such Evaluation System, in each case, solely for the purpose of the Evaluation during the Evaluation Period (the “Evaluation License”).
- Pricing and Payment. Evaluation System and License is provided at no cost.
- Location and Access. Evaluation Systems will only be located at Evaluation Sites where installed, and you will not move any Evaluation System without our prior written approval. We will have remote access to all Evaluation Systems for troubleshooting, support, and maintenance.
- Customer Data.
- Types of Data. By using the Evaluation System you may be collecting video recordings and images captured by an Evaluation System (collectively, “Customer Data”) and making that Customer Data available to us by means of our remote access described above, including Customer Data that may contain personally identifiable information of your users, employees or other individuals.
- Ownership; Use by Company. As between you and us, you own the Customer Data. However, for the Evaluation Systems to work, we need to access Customer Data. You hereby grant us a worldwide, non-exclusive, non-transferable, royalty-free license, to use, view, copy, process, store, transmit, and otherwise access your Customer Data only for the purposes of (i) providing the Evaluation Systems to you, (ii) improving the Evaluation Systems, and (iii) as directed by you. We may also use Customer Data to the extent necessary to protect our rights in any dispute with you or as required by law.
- Rights of Third Parties. It is your responsibility to provide notice to, and obtain necessary consents from, your users, employees or others regarding collection, processing, and storage of Customer Data (including video recordings) by both you and us.
- Proprietary Rights. All intellectual property rights to any Evaluation System will at all times be vested in us. You agree not to (i) alter or reverse engineer any Evaluation System, create derivative works based upon any Evaluation System, or use such Evaluation System to develop any products, (ii) remove any intellectual property or proprietary notice on any Evaluation System, (iii) cause any lien to be placed against any Evaluation System, or (iv) sell, license, rent, provide access to or otherwise make available any Evaluation System to any third party, other than to your employees or contractors whose use of such Evaluation System solely for the purpose of the Evaluation and consistent with this Agreement. All Feedback is and will remain the property of Spot AI. You hereby assign to us all rights, title, and interest in the Feedback. Upon request by Spot AI, you will execute any document, registration or filing required to give effect to the foregoing assignment.
- Confidential Information. “Confidential Information” means all nonpublic information disclosed (whether orally or in writing) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including (i) any information about the Evaluation System or any Evaluation, (ii) all copies, extracts, or compilations of such information, and (iii) all Feedback. Confidential Information does not include information that (a) was previously known by the Receiving Party, (b) is or becomes publicly known through no fault of the Receiving Party, (c) was disclosed to the Receiving Party by a third party without any restrictions on its use or disclosure, provided the third party is not itself in breach of any obligations of confidence with respect to such information, or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information. Confidential Information will be held in confidence by the Receiving Party and will be used solely for the purpose of, and in accordance with, this Agreement, for a period of three years from the date of disclosure. The Receiving Party will disclose Confidential Information only to those employees or contractors of the Receiving Party with a need to know such Confidential Information and solely for the purpose of the Evaluation. The Receiving Party will protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of like character, but in no case less than a reasonable degree of care. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party prompt written notice, if legally permissible, and will use its best efforts to assist the Disclosing Party in seeking a protective order or another appropriate remedy.
- Disclaimer. All material provided by us in connection with the Evaluation is provided “as-is.” You acknowledge that the Evaluation Systems are prototypes that are not commercially available, have not been fully tested, and may contain defects. To the fullest extent permitted by applicable law, Spot AI disclaims all warranties, representations, and conditions relating to the Evaluation Systems, whether express, implied, or arising by custom or trade usage, including, but not limited to, any representation, warranty, or condition of title, merchantability, fitness for a particular purpose, or non-infringement.
- Limitation of Liability. Neither Party will be liable to the other Party for any indirect, consequential, special, or incidental damages related to your use of the Evaluation Systems. Each Party’s total cumulative liability to the other Party and anyone who uses the Evaluation Systems through your account will not exceed $1,000. Customer understands that these limitations are a fundamental part of this Agreement.
- Termination. Either Party may terminate this Agreement upon written notice to the other Party. Upon expiration or termination of this Agreement, unless the Parties otherwise agree in writing, all rights granted by Spot AI to Customer will terminate, and Customer will return all Evaluation Systems within ten (10) business days of the date of expiration or termination. Sections 6-12 will survive the termination of this Agreement.
Miscellaneous. Spot AI and Customer are considered independent contractors. Breach of the use restrictions and Confidential Information provisions of this Agreement may result in immediate and irreparable harm to Spot AI, for which there will be no adequate remedy at law, and Spot AI will be entitled to obtain equitable relief against such breach in addition to any other remedy which it may have. This Agreement will be governed by the laws of the state of California, without reference to conflict of laws principles. The sole venue for all disputes relating to this Agreement will be in Santa Clara County, California. This Agreement may not be amended except by a writing signed by both parties. This Agreement may be executed in two or more counterparts, including electronic signatures, each of which is deemed to be an original, but all of which constitute the same agreement.