Terms of Service

These Terms of Use (the “Terms”) govern access to and use of the Dioptra, Inc. (“Dioptra,” “we,” or “us”) website, applications, application add-ins or plug-ins (including the Microsoft Word add-in), and other services provided by us (collectively, the “Services”). These Terms are a contract between Dioptra and you or the entity or organization that you represent.

If you are an individual using the Services for your own purposes: (1) all references to “Customer” or “you” are to you, and (2) you represent that you are at least 18 years of age and are legally permitted and competent to agree to these Terms.

If you are using the Services on behalf of an entity or organization: (1) all references to “Customer” or “you” are to that entity or organization, and (2) you represent that you have the right, power and authority to agree to these Terms on behalf of Customer.

The Terms take effect when you first use the Services (the “Effective Date”). By accessing or using any Service made available by Dioptra, you acknowledge that you have read and agree to be bound by these Terms. Dioptra may modify these Terms from time to time, in its sole discretion. The most current version of the Terms will be posted on the website and it is your responsibility to check the website periodically for changes. Your continued use of the Services following the effective date of any changes to these Terms constitutes acceptance of those changes.

1. 1. Services and Data

   1. 1.1.     Customer Access and Use. Dioptra grants Customer a limited, non-exclusive, non-transferable license to access and use the Services during the term of the Order in accordance with the scope of the Order. Customer may enable users from its company, including employees, contractors, agents, service providers of Customer and its affiliates, to use the Services on its behalf. Customer is responsible for provisioning and managing its user accounts, for its users’ actions through the Services and for their compliance with these Terms. Customer will ensure that users keep their login credentials confidential and will promptly notify Dioptra upon learning of any compromise of user accounts or credentials. Dioptra owns all rights, title and interest, including all intellectual property rights, to the Services and all modifications, changes, and derivatives thereof in the future. No license is granted to Customer for the Services except as provided herein.
   2. 1.2.     Customer Materials.  Customer may provide Dioptra with contracts for processing and materials that inform Dioptra of Customer’s contractual negotiation positions including standard contract forms, precedent contracts, playbooks, guidelines, or other submitted data and from those materials Dioptra will generate outputs such as playbooks, rules, and redlined contracts (collectively, “Customer Materials”). Customer is solely responsible for all use of the outputs and evaluating the output for accuracy and appropriateness for your use case, including by utilizing human review as appropriate. As between Customer and Dioptra, Customer owns all rights, title and interest, including all intellectual property rights, to Customer Materials, including any modifications, changes, and derivatives thereof in the future.  The parties acknowledge that some rules or other elements generated by Dioptra may reflect common legal principles, industry practices, or standardized clauses that are not unique to Customer (“Generic Legal Concepts”). Customer’s ownership rights shall not be considered exclusive with respect to any individual Generic Legal Concept.
   3. 1.3.     Protection of Customer Materials. Dioptra may not (a) share Customer Materials with third parties, except with Dioptra’s suppliers and contractors as needed to provide the Services or (b) train its AI models using Customer Materials, allow Customer Materials to be used to train large language model provider models, or otherwise incorporate Customer Materials into AI models or systems in a way that could result in third-party access to Customer Materials or derivatives. Subject to the above, Customer authorizes Dioptra to transmit Customer Materials to third party large language models to generate output. Dioptra will be responsible for any breach of these Terms by its suppliers and contractors to the same extent it is responsible for its own breaches.
   4. 1.4.     Customer Systems. As between Dioptra and you, you control the systems, platforms, services, software, devices, sites and/or networks that you may use in connection with your use of the Services (collectively, but excluding the Services, the “Customer Systems”). You are solely responsible for selecting, implementing, activating, deactivating, and configuring the connections between the Customer Systems and the Services and configuring the Services, including with respect to how they interoperate with the Customer Systems. By connecting any Customer System with the Services, you hereby grant to Dioptra the right, and are expressly instructing Dioptra, to access and interoperate with that Customer System solely to provide and support the Services. You are responsible for ensuring that the access, use, and interoperation of Customer Systems with the Services complies with all terms, policies and licenses applicable to the Customer Systems and associated data.
   5. 1.5.     Feedback and Usage Data. Customer grants Dioptra a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use Customer-provided feedback or suggestions about the Services (excluding Customer Confidential Information, “Feedback”) to improve the Services. Feedback is provided “as-is”. Dioptra agrees not to use Feedback in a way that identifies Customer or Customer Confidential Information, without the prior written consent of Customer. Dioptra may collect usage data, including data related to interactions with AI features, and use it to operate, improve and support the Services and for other lawful business purposes, including benchmarking and reports. However, Dioptra will not disclose usage data externally unless it is (a) de-identified so that it does not identify Customer, its users or any other person and (b) aggregated with data across other customers.
   6. 1.6.     Free Trial and Beta Services Terms. The following applies to any use of (i) Services that Dioptra makes available to Customer without charging a fee (“Free Trial”) and (ii) services or functionality that Dioptra makes available to Customer and that is not generally made available to Dioptra customers and/or is designated as beta, pilot, preview, or similar designation (“Beta Services”). Free Trials are subject to the following terms: (i) unless otherwise agreed in an Order or other communication, Free Trials will automatically convert to paid subscriptions at the end of the trial period specified when you register unless you notify us that you do not wish to continue using the Services, at which point your account will be deactivated; (ii) Dioptra may terminate or modify Free Trials or Beta Services at any time without notice; (iii) Free Trial users may have restricted access to certain features; (iv) all Customer Materials submitted during Free Trials or Beta Services remain subject to the data protection and confidentiality provisions of these Terms; (v) Dioptra’s rights under Section 10.1 with respect to your name and logo will not apply during the Free Trial period; (vi) Section 6.2(a) (Dioptra Warranties) does not apply to Free Trial and Beta Services; and (vii) Dioptra’s indemnity for Losses under Section 8.1 is subject to a cumulative and aggregate cap of $1,000.

2. 2. Payment

   1. 2.1.     Fees.  Customer agrees to pay all fees charged by Dioptra for Customer’s use of Services in accordance with these Terms and the applicable Order(s). “Order” means the purchase of a subscription to the Services: (a) completed by Customer online or (b) executed by Dioptra and Customer stating the fees and any additional terms. Unless otherwise stated in the Order, subscription fees are a one-time annual upfront payment. Any other fees will be per the terms of an Order or as mutually agreed between the parties. Except in the event of a good faith dispute in accordance with Section 2.2, payment is due within 30 days of the invoice date (or such other period agreed in the applicable Order) and Dioptra reserves the right to charge interest at a rate of 1.5% per month, or the maximum amount allowed by law, on the outstanding balance for any late payments. In the event of non-payment exceeding 60 days, Dioptra may suspend or terminate access to the Services. Fees are non-refundable except as expressly provided in these Terms or the Order or as required by applicable law.
   2. 2.2.     Disputes. Customer must assert any good faith dispute with regard to fees in writing within 30 days of receipt of the invoice giving rise to the dispute. Customer is not required to pay pending disputed amounts until such dispute is resolved, but will timely pay all undisputed amounts. Dioptra will not exercise its suspension or termination rights or apply interest on late fees if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.
   3. 2.3.     Taxes.  All fees are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”). Dioptra will be responsible for Taxes on Dioptra’s income, revenues, gross receipts, personnel or assets. Customer shall be responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under the Orders and these Terms.

3. 3. Confidentiality.

   Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose non-public information, including but not limited to, business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party) to the Receiving Party. Confidential Information of Dioptra includes non-public information regarding features, functionality and performance of the Services, the terms and scope and the substance of conversations related to the Order. Confidential Information of Customer includes Customer Materials as well as this contract, the terms and scope and the substance of conversations related to the Order, and other information Customer may share during the course of the engagement that Dioptra should reasonably understand to be confidential. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance or receipt of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The parties hereto agree that the foregoing shall not apply with respect to any information the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use or reference to any Confidential Information of the Disclosing Party.  If the Receiving Party or any of its representatives becomes legally compelled to disclose Confidential Information of the Disclosing Party (including under the disclosure rules of a recognized securities exchange or any other governmental or regulatory body), the Receiving Party will (a) to the extent permitted by law, give the Disclosing Party, advance notice prior to disclosure, to the extent possible, and in any case give notice within 5 business days of such disclosure; (b) cooperate with any efforts by the Disclosing Party in seeking a protective order or other appropriate remedy; and (c) disclose only that portion of the Confidential Information, as advised by opinion of counsel, that is legally required to be disclosed.

4. 4. Privacy and Security.

   Each Party has obligations with respect to security and privacy as set forth in these Terms, which they consider appropriate pursuant to the requirements of data protection laws in light of the nature, purpose, and risks of processing personal data in connection with the Services.

   1. 4.1.     Security. Dioptra will use appropriate technical and organizational measures designed to prevent the unauthorized access, use, alteration or disclosure of Customer Materials, including encryption, and, subject to the confidentiality obligations in Section 3, shall provide evidence of such measures to Customer annually upon request.  Provision of a copy of, or extracts from, Dioptra’s SOC 2 Type 2 report will satisfy this obligation. Customer is responsible for securing access passwords, keys, tokens or other credentials used by Customer in connection with the Services (collectively, “Customer Credentials”). Customer agrees to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify Dioptra if Customer believes (a) any Customer Credentials have been lost, stolen or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Services or Customer Materials.
   2. 4.2.     Privacy. Customer agrees that it will only transfer personal data to the Services to the extent necessary for Customer to access and make use of the Services and to the extent permitted by data protection laws. Customer shall not use the Services to process any Prohibited Data (as defined below).  We care about the privacy of our Users. You can view our privacy policy at https://www.dioptra.ai/privacy-policy. You consent to have your personal data collected, used, transferred to and processed in the United States. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You agree that you provide your personal information and other data provided to Dioptra at your own risk. "Prohibited Data" means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in applicable data protection laws; and (e) other similar categories of sensitive information as set forth in applicable data protection laws.

5. 5. Term and Termination

   1. 5.1.     Term. These Terms, including any modifications, are effective from the Effective Date through the cessation of your use of the Services in accordance with any termination hereunder and the satisfaction of all obligations under these Terms.  Each Order shall have the term set forth therein and will renew for successive periods unless (a) the parties agree on a different renewal Order or (b) either party notifies the other of non-renewal at least 30 days prior to the end of the then current Order term. For each renewal term, Dioptra may reasonably increase the subscription fees upon at least 30 days' prior notice to Customer.
   2. 5.2.     Termination. Either party may terminate these Terms and all Orders, effective on written notice to the other party, if the other party materially breaches these Terms or an Order, and such breach remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach. In addition, either party may terminate these Terms and all Orders, effective on written notice to the other party, in the event that the other party (i) becomes insolvent, enters into bankruptcy or any similar financial reorganization or legally binds itself to any such reorganization or (ii) makes any assignment of its rights or assets for the benefit of its creditors.
   3. 5.3.     Effect of Termination. Upon expiration or earlier termination of these Terms, Customer’s right to access the Services shall cease and, subject to Section 2.1 (Fees), Customer will make any payments outstanding under any Orders. Customer may export Customer Materials from the Services in advance of the expiration or termination of these Terms. Dioptra will delete Customer Materials from the Services within a reasonable period of time consistent with Dioptra’s standard data retention and deletion policies. Notwithstanding the foregoing, Dioptra may retain copies of Customer Materials to the extent required by applicable law, regulation, to comply with its legal obligations, or in accordance with its standard backup or record retention policies, provided such materials remain subject to the confidentiality obligations set forth herein.
   4. 5.4.     Survival. Any right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms, including Section 2 (Payment), Section 3 (Confidentiality), Section 5.3 (Effect of Termination), Section 5.4 (Survival), Section 8 (Indemnification), Section 9 (Limitation of Liability), and Section 10 (General Provisions).

6. 6. Warranties

   1. 6.1.     Mutual Warranties. Each party represents and warrants that it (a) has the legal power and authority to enter into these Terms, (b) is duly organized, validly existing, and in good standing under applicable laws, (c) will comply with all applicable laws in performing its obligations or exercising its rights in these Terms; (d) will use industry-standard measures to avoid introducing viruses, malicious code, or similar harmful materials into the Services; and (e) has all rights necessary to meet its obligations under these Terms.
   2. 6.2.     Dioptra Warranties. Dioptra warrants that (a) the Services will generally operate in the manner intended, (b) it will not materially decrease the overall security of the Services during the term, and (c) the use of the Services will not impose any copy-left obligations on Customer.
   3. 6.3.     Disclaimer of Warranties. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL DEFECTS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIOPTRA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DIOPTRA DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; THAT THE OUTPUT IS ACCURATE, RELIABLE OR CORRECT; OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL OR ANY ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DIOPTRA RESERVES THE RIGHT TO UPDATE OR MODIFY THE SERVICES FROM TIME TO TIME, IN ITS SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE TO CUSTOMER. DIOPTRA WILL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY MODIFICATION, VARIATION, INTERRUPTION, SUSPENSION OR DISCONTINUATION OF THE SERVICES.
   4. 6.4.     Not Legal Services. Dioptra is not a law firm and does not provide any legal advice, representation, legal opinions, recommendations, or counseling. The Services are not substitutes for the advice of an attorney and if you need legal advice for your specific matter, you should consult a licensed attorney in your area. The playbook templates and other materials available through the Services, including any descriptions, information and other help resources (collectively, the "Dioptra Materials") are for informational purposes only; they are not legal advice and are not guaranteed to be correct, complete, or up to date. We do not review the Dioptra Materials or any information you input for accuracy or legal sufficiency or apply the law to the facts of your particular situation and the Dioptra Materials are not customized to your particular needs.
   5. 6.5.     Third Party Content. We may provide links or connections to other third-party websites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to the provision of such links or connections or such information or services arising therefrom.

7. 7. Customer Responsibilities

   1. 7.1.     Customer Restrictions. Customer will use the Services in accordance with these Terms and will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the Services (in whole or part), grant non-users access to the Services or use the Services to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to access the source code of the Services, except to the extent these restrictions are prohibited by laws and then only upon advance notice to Dioptra, (c) copy, modify, create derivative works of or remove proprietary notices from the Services, (d) conduct security or vulnerability tests of the Services, interfere with its operation or circumvent its access restrictions, (e) use the Services to develop a product that competes with the Services, or (f) publicly share benchmarks on the Services without Dioptra’s written consent.
   2. 7.2.     Prohibited Activities. In addition to the restrictions above, Customer will not and will not permit anyone else to engage in any activity or transmit any information that: (a) is illegal, or violates any federal, state, or local law or regulation; (b) advocates illegal activity or discusses illegal activities with the intent to commit them; (c) violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights; (d) is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable; (e) interferes with any other party’s use and enjoyment of the Services; (f) attempts to impersonate another person or entity; (g) distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment; (h) interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Services, or the servers or networks connected to the Services, including any prompt injection; (i) "hacks" or accesses without permission our proprietary or confidential records, those of another Customer, or those of anyone else; (j) improperly solicits personal or sensitive information from other Customers including without limitation address, credit card or financial account information, or passwords; (k) uses automated or manual means to violate restrictions or bypass measures employed to prevent or limit access, including "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information; (l) modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Services; or (m) attempts to do any of the foregoing.
   3. 7.3.     Dioptra Remedies. In the event Dioptra reasonably believes a violation of this Section 7 has occurred, Dioptra will have the right to investigate the suspected violation. Dioptra will notify Customer in writing and work with Customer in good faith to resolve the potential violation. If the parties are unable to promptly resolve the issue, in addition to any other remedies available at law or in equity (including termination pursuant to Section 5.2), Dioptra will have the right to suspend any individually identified authorized user(s) who are suspected of the violation from accessing the Services for so long as is reasonably necessary to address the potential violation. Notwithstanding the foregoing, if Dioptra reasonably believes the suspected violation creates an urgent or emergency situation where a failure to take immediate action may put Dioptra, Customer, or other Dioptra customers at risk of imminent harm, Dioptra may immediately suspend the individually authorized user and provide a notice and seek to resolve the issue in good faith during the course of the suspension. Once the issue is resolved to the parties' mutual satisfaction, Dioptra will promptly reinstate access to the Services for the affected user(s). For clarity, Dioptra reserves the right, but does not assume any obligation to Customer (except with respect to the obligation to provide notice), to take any of the actions described in this Section.

8. 8. Indemnification

   1. 8.1.     Dioptra Indemnity. Subject to Section 8.3, Dioptra agrees to defend Customer and its employees, officers and directors (collectively, “Customer Indemnitees”), against any claim, demand, suit, or proceeding (“Action”) made or brought against Customer Indemnitees by a third party alleging that the Services infringe such third party’s intellectual property rights (each, a “Customer Claim”) and Dioptra will indemnify Customer Indemnitees from any damages, costs, and expenses (collectively, “Losses”) finally awarded against Customer Indemnitees as a result of, or for amounts paid by Customer Indemnitees under a settlement approved by Dioptra in writing for, a Customer Claim. Dioptra will have no obligation to defend or indemnify Customer Indemnitees for any Customer Claim to the extent an Action arises from the Customer Materials or Customer’s use of the Services in a manner that breaches the Order or these Terms. If the Services become, or in Dioptra’s opinion are likely to become, the subject of a Customer Claim, Dioptra may in its discretion and at its own expense: (a) obtain for Customer the right to continue using the Services; (b) modify the Services so that they no longer infringe or misappropriate, with no material decrease in functionality; or, if neither (a) or (b) are commercially reasonable, (c) terminate the Order solely with respect to the specific Services affected and issue a pro-rated refund for amounts connected to the affected Services. DIOPTRA’S OBLIGATIONS IN THIS SECTION STATE CUSTOMER’S EXCLUSIVE REMEDIES AND DIOPTRA’S ENTIRE LIABILITY FOR ANY CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION.
   2. 8.2.     Customer Indemnity. Subject to Section 8.3 (Indemnification Procedures), Customer agrees to defend Dioptra and its employees, officers and directors (collectively, “Dioptra Indemnitees”), against any Action made or brought against the Dioptra Indemnitees by a third party arising out of or relating to Customer Materials and Customer will indemnify Dioptra Indemnitees from any Losses finally awarded against Dioptra Indemnitees as a result of, or for amounts paid by Dioptra Indemnitees under a settlement approved by Customer in writing, for any Action against the Dioptra Indemnitees arising out of or relating to Customer Materials.
   3. 8.3.     Indemnification Procedures. A Customer Indemnitee or Dioptra Indemnitee (each, an “Indemnitee”) seeking indemnification shall promptly notify the other party (each, an “Indemnifying Party”), in writing of any Action for which it seeks indemnification pursuant to Section 8.1 or 8.2 (as applicable) and reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party shall promptly take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party’s expense. An Indemnitee may participate in and observe the proceedings on a monitoring, non-controlling basis at its own expense with counsel of its own choice. A party’s failure to perform any obligations under this Section 8.3 will not relieve the Indemnifying Party of its obligations under Section 8.1 or 8.2 (as applicable) except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnifying Party shall not settle an Action without the Indemnitee’s written consent if such settlement shall require action or payment by the Indemnitee.

9. 9. Limitation of Liability

   1. 9.1.     General Cap. Each party’s entire liability arising out of or related to these Terms will not exceed the fees paid under the applicable Order in the 12 months preceding the event giving rise to such liability. This limitation will not apply to liability arising from (i) a party’s gross negligence, willful misconduct, or fraud in relation to these Terms or (ii) Customer’s payment obligations.
   2. 9.2.     Consequential Damages Waiver. Neither party will have any liability arising out of or related to these Terms or an Order for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.
   3. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 9 APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PROVISIONS OF THIS SECTION 9 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR THE SERVICES.

10. 10. General Provisions

    1. 10.1.     Publicity. Neither party shall, except as otherwise required by applicable law, issue or release any announcement, statement, press release or other publicity or marketing materials relating to these Terms or otherwise use the other party’s marks or logos without the prior written consent of the other party. Provided, however, subject to Section 1.6 (Free Trial and Beta Services Terms), Dioptra may include Customer’s name and logo in its lists of customers, its public website, social media, and other promotional material, in each case in accordance with any Customer brand guidelines to the extent available to Dioptra. Customer hereby consents to such use of its name and logo by Dioptra for marketing and promotional activities, unless Customer indicates otherwise.  Dioptra agrees to cease such uses of Customer’s name and logo within 30 days following Customer’s request submitted at help@dioptra.ai.
    2. 10.2.     Assignment. Neither party may assign these Terms without the prior consent of the other party, except that either party may assign these Terms, with notice to the other party, in connection with the assigning party’s merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
    3. 10.3.     Governing Law and Venue. These Terms shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the choice of law rules of that state. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in New York County, New York, USA, and the parties expressly consent to personal jurisdiction and venue in those courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods are specifically excluded from application to these Terms.
    4. 10.4.     Limited arbitration rights. For any claim (excluding claims for injunctive or other equitable relief) under these Terms where the total amount of the awards is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
    5. 10.5.     Notice. Dioptra reserves the right to determine the form and means of providing notifications to our users. Such notifications, whether required by law or for marketing or other business-related purposes, may be delivered to you via email, messaging apps, mail, SMS, or through conspicuous posting of such notice on the Dioptra website or through the Services, as determined by Dioptra in its sole discretion. You consent to receive all such notifications from Dioptra electronically, including those required by law, and agree that such electronic notifications shall have the same effect as if provided in writing. You agree to keep your Account Data, including your contact information and email addresses associated with your account, current at all times, and to notify Dioptra immediately if you are having problems receiving notices. Dioptra is not responsible for any automatic filtering you or your network provider may apply to notifications we send to the address you provide us. We recommend that you add dioptra.ai to your email address book to help ensure you receive email notifications from us. General notices from you to Dioptra should be sent to help @ dioptra.ai, and legal notices should be sent to legal@dioptra.ai.
    6. 10.6.     Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any obligations to make payments for Services received), when and to the extent such failure or delay is caused by events outside of the reasonable control of the affected party, including acts of God; pandemics; flood, fire or explosion; war, invasion, riot or other civil unrest; terrorist or criminal acts; cyberattacks; internet disruptions; embargoes or blockades in effect on or after the date of these Terms; or national or regional emergency (each of the foregoing, a “Force Majeure Event”), provided that, in each case, the affected party will provide prompt notice to the other party, stating the period of time the occurrence is expected to continue, and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
    7. 10.7.     Trade Restrictions. You acknowledge that the Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Dioptra makes available are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories. You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC's List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department's Entity List or Denied Persons List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of your content transmitted through the Services.
    8. 10.8.     U.S. Government Customers. The Services are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services. If you are using Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you must immediately discontinue use of the Services. The terms listed above are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
    9. 10.9.     Independent Parties; No Third-Party Beneficiaries. The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in these Terms shall constitute one party as an employee, agent, joint venture partner or servant of another. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
    10. 10.10.     No Waiver. The failure of a party to exercise or enforce any condition, term or provision of these Terms will not operate as a waiver of such condition, term or provision or any other condition, term or provision.
    11. 10.11.     Severability. If any provision of these Terms is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.
    12. 10.12.     Headings. The headings in these Terms are for reference only and shall not affect the interpretation of these Terms. For purposes of these Terms, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms as a whole.
    13. 10.13.     Entire Agreement. These Terms, together with the Order(s), is the final and complete agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions between the parties with respect to such subject matter. No modification of or amendment to these Terms, or any waiver of any rights under these Terms, will be effective unless in writing and signed by a duly authorized representative of each party, except that Dioptra may amend these Terms of Service from time to time by posting the amended version, which shall become effective 30 days after being posted.  Customer's continued use of the Services following the effective date of any amendment will constitute Customer's acceptance of the amended Terms. Any waiver, modification, or indulgence that Dioptra provides to Customer applies only to the specific instance involved and will not act as a general waiver. Any delay by either party in enforcing its rights under these Terms does not constitute a forfeiture of such rights.