Customer Terms of Service

Last Updated: August 5, 2025

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY FLUIDITYIQ, LLC (“FLUIDITYIQ”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH FLUIDITYIQ WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY

THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS.

BY ACCESSING OR OTHERWISE USING THE SERVICES, YOU AGREE (1) TO BE BOUND BY THIS AGREEMENT, (2)

YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, (3) YOU ARE AT LEAST 18 YEARS OF AGE (or the legal age of majority where you reside if that jurisdiction has an older age of majority), AND (4) YOU ACCEPT THIS AGREEMENT. IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE SERVICES.

1. Definitions

“Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by FluidityIQ in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by Customer or an Authorized User to the Services.
“Customer Infrastructure” means any information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services, from which the Services accessed and used by Customer.
“Documentation” means FluidityIQ’s user manuals, handbooks, and guides relating to the Services provided by FluidityIQ to Customer either electronically or in hard copy form/end user documentation relating to the Services available at fluidityIQ.com (and its subpages, as applicable).
“Fluidity IQ Platform” means Provider’s proprietary innovation platform as further described in the Order Form.
“FluidityIQ Data” means all data, information and content made available by or through the Services and Documentation, including Aggregated Statistics, and all other content provided via the Services, but excludes Customer Data.
“FluidityIQ IP” means the Services, Documentation, FluidityIQ Data, and any and all intellectual property provided to Customer or any Authorized User in connection with any of the foregoing. For the avoidance of doubt, FluidityIQ IP includes Aggregated Statistics and any information, data, or other content derived from FluidityIQ’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
“Third-Party Products” means any third-party products described in the Order Form provided with or incorporated into the Services.

2. Access and Use

Order Forms; License Grant.
Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Company grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Company product(s) and/or service(s) and FluidityIQ Platform specified in such Order Form (collectively, the “Services”) during the applicable Order Form Term (as defined below) solely for use by Authorized Users for the internal business purposes of Customer, only as provided herein and only in accordance with Company’s applicable Documentation. References to the “Services” shall also include the Documentation. The total number of Authorized Users will not exceed the number set forth in the Order Form, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
Documentation License.
Subject to the terms and conditions contained in this Agreement, FluidityIQ hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable(except in compliance with Section 14(7) license to use the Documentation during the Term solely form Customer’s internal business purposes in connection with its use of the Services.
General Use Restrictions.
Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users or any other person or entity to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, decompile, disassemble, decompile, decode, adapt, or otherwise or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of or associated with the Services, any software associated with or operating the Services; (iv) remove any proprietary notices from the Services; (v) use the Services 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) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (vii) access or attempt to access any other FluidityIQ subscriber accounts, files or restricted information. Without limiting the foregoing, Customer is specifically forbidden from downloading any FluidityIQ Data from the Services without the express consent of FluidityIQ other than as described in the Order Form.
AI Use Restrictions.
Customer may not use AI Tools or AI Output: (i) to develop foundation models or other large-scale models that compete with the Services or FluidityIQ; (ii) to mislead any person that AI Output from the Services was solely human-generated; (iii) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; or (iv) in a manner that infringes, violates, or misappropriates any of FluidityIQ’s rights or the rights of any third party.
Reservation of Rights.
FluidityIQ reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the FluidityIQ IP.
Suspension.
Notwithstanding anything to the contrary in this Agreement, FluidityIQ may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) FluidityIQ reasonably determines that (A) there is a threat or attack on any of the FluidityIQ IP; (B) Customer’s or any Authorized Use’s use of the FluidityIQ IP disrupts or poses a security risk to the FluidityIQ IP or to any other customer or vendor of FluidityIQ; (C) Customer, or any Authorized User, is using the FluidityIQ IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) FluidityIQ’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of FluidityIQ has suspended or terminated FluidityIQ’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(1)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). FluidityIQ shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. FluidityIQ shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. FluidityIQ will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
Aggregated Statistics.
Notwithstanding anything to the contrary in this Agreement, FluidityIQ may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between FluidityIQ and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by FluidityIQ. Customer acknowledges that FluidityIQ may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that FluidityIQ may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

3. Customer Responsibilities

General.
Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
Use and Reliance on the Services is at Customer’s Risk.
FluidityIQ makes no representation or warranty as to the completeness or reliability of any results generated by the Services. Customer expressly acknowledges and agrees that its use and access to the Services and any reliance on any results generated by the Services is strictly and entirely at Customer’s own sole risk. Customer understands that the Services may have errors, be incomplete, and may produce unexpected results. Customer agrees to backup data and take other appropriate measures to protect Customer Infrastructure and Customer Data.
Customer Data, Security and Customer Infrastructure. While using the Services under this Agreement Customer may enter Customer Data into the Services and the Services may collect Customer Data. Customer acknowledges and agrees that Customer is solely for: (a) all Customer Data, including its content and use on the Services; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the use of the Services, (c) Customer Infrastructure; (d) the security and use of Customer’s and its Authorized Users’ access credentials; and (e) all access to and use of the Services, including the security and use by Authorized Users and all results obtained from use of the Services and all conclusions, decisions, and actions based on such results and use of the Services.
Customer and Authorized Users Must Agree to Terms of Use. Access and use of the Services requires all Authorized Users to agree to the terms of this Agreement. Customer agrees, on behalf of its Authorized Users to the Agreement.

4. Service Levels and Support

Service Levels.
Subject to the terms and conditions of this Agreement, FluidityIQ shall use commercially reasonable efforts to make the Services available to Customer during normal U.S. business hours.
Support.
This Agreement does not entitle Customer to any support for the Services except as may be specified in the Order Form, if applicable.

5. Fees and Payment

Fees.
Customer shall pay FluidityIQ the fees set forth in the Order Form ("Fees") without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Order Form. If Customer fails to make any payment when due, without limiting FluidityIQ's other rights and remedies: (i) FluidityIQ may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse FluidityIQ for all reasonable costs incurred by FluidityIQ in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 60 days or more, FluidityIQ may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
Taxes
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. 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, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on FluidityIQ's income.
Auditing Rights and Required Records.
Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. FluidityIQ may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid FluidityIQ with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(1). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.

7. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information[, whether orally or in written, electronic, or other form or media/in written or electronic form or media], [that is/and whether or not marked, designated, or otherwise identified as "confidential" (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Intellectual Property Ownership; Feedback

FluidityIQ IP.
Customer acknowledges that, as between Customer and FluidityIQ, FluidityIQ owns all right, title, and interest, including all intellectual property rights, in and to the FluidityIQ IP and, with respect to Third-Party Products, (if any) the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
Customer Data.
FluidityIQ acknowledges that, as between FluidityIQ and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to FluidityIQ (A) a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for (i) FluidityIQ to provide maintain, operate, improve, and update the Services; (ii) to prevent or address service, security, support, or technical issues; and (iii) as required by law, and (B) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
Feedback.
If Customer or any of its employees or contractors sends or transmits any communications or materials to FluidityIQ by mail, email, telephone, or otherwise, suggesting or recommending changes to the FluidityIQ IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), FluidityIQ is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to FluidityIQ on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and FluidityIQ is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, including improvement and development of the Services and other products and services, although FluidityIQ is not required to use any Feedback.

8. Limited Warranty and Warranty Disclaimer

THE SERVICES, INCLUDING BUT LIMITED TO THE FLUIDITY IP ARE PROVIDED "AS IS" AND FLUIDITYIQ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FLUIDITYIQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FLUIDITYIQ MAKES NO WARRANTY OF ANY KIND THAT THE FLUIDITYIQ IP, THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9. Indemnification

FluidityIQ Indemnification.
(i) FluidityIQ shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's published US patents, copyrights, or trade secrets, provided that Customer promptly notifies FluidityIQ in writing of such Third-Party Claim, cooperates with FluidityIQ, and allows FluidityIQ sole authority to control the defense and settlement of such Third-Party Claim. For the avoidance of doubt, nothing in this Section 9 (1)(i) shall obligate FluidityIQ to indemnify Customer for claims arising out of relating in any way to Customer’s or any third-party’s reliance on the Services or any results thereof contrary to the express terms of this Agreement.

(ii) If a Third Party-Claim is made or appears possible, Customer agrees to permit FluidityIQ, at FluidityIQ's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If FluidityIQ determines that neither alternative is reasonably available, FluidityIQ may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by FluidityIQ or authorized by FluidityIQ in writing; (B) modifications to the Services not made by FluidityIQ; (C) Customer Data ; (D) Third-Party Products; or (E) use of the Services in violation or outside of the scope of this Agreement.
Customer Indemnification.
Customer shall indemnify, hold harmless, and, at FluidityIQ's option, defend FluidityIQ from and against any Losses arising from or resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) willful misconduct or negligence, including but not limited to any reliance on the Services or the results derived therefrom; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by FluidityIQ or authorized by FluidityIQ in writing; or (iv) modifications to the Services not made by FluidityIQ, provided that Customer may not settle any Third-Party Claim against FluidityIQ unless FluidityIQ consents to such settlement, and further provided that FluidityIQ will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Sole Remedy.
THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND FLUIDITYIQ’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR FLUIDITYIQ IPINFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL FLUIDITYIQ’S LIABILITY UNDER THIS SECTION 9 EXCEED THE FEES PAID BY CUSTOMER DURING THE CALENDAR YEAR IMMEDIATELY PRECEDING THE EVENT

10. Limitations of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FLUIDITYIQ BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FLUIDITYIQ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL FLUIDITYIQ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO FLUIDITYIQ UNDER THIS AGREEMENT IN THE CALENDAR YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The Parties agree that the waivers and limitations specified in this Section 10 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

11. Term and Termination

Term.
The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until twelve (12) months from such date (the "[Initial] Term"). This Agreement will automatically renew for additional successive twelve (12) month term[s] unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").
Termination.
In addition to any other express termination right set forth in this Agreement:

(i)FluidityIQ may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 30 days after FluidityIQ's delivery of written notice thereof; or (B)] breaches any of its obligations under Section 2(3) or Section 6;

(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Effect of Expiration or Termination.
Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and FluidityIQ IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the FluidityIQ IP and certify in writing to the FluidityIQ that the FluidityIQ IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
Survival.
This Section 11(4) and Sections 1, 5, 6, 7, 8, 9, 10, 12, 13, and 14 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12. AI Tools

Customer acknowledges and agrees that the Services utilize and include artificial intelligence or machine learning technologies, features, and functions (“AI Tools”). Customer acknowledges that outputs and results generated through use of AI Tools (“AI Outputs”) may contain errors and misstatements and may be incomplete or inaccurate. Before leveraging any AI Outputs, Customer is responsible for making its own determination that the AI Outputs are suitable, and Customer is solely responsible for any reliance on the accuracy, completeness, or usefulness of any AI Outputs.

Without limitation of the above, Customer agrees to (i) implement appropriate human oversight and safeguards to mitigate potential risks associated with your use of AI Tools and AI Outputs; (ii) remain responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of AI Tools and AI Outputs; and (iii) evaluate AI Outputs for accuracy and appropriateness in light of the probabilistic nature of artificial intelligence and machine learning technologies, and potential for producing inaccurate content.

CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT ANY INFORMATION OBTAINED THROUGH USING AI TOOLS AND THE AI OUTPUT IS AT CUSTOMER’S SOLE RISK. CUSTOMER SHALL NOT RELY ON FACTUAL ASSERTIONS IN AI OUTPUT WITHOUT INDEPENDENT FACT-CHECKING. CUSTOMER SHALL NOT RELY ON AI OUTPUT WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR CUSTOMER’S NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR AI OUTPUT OBTAINED BY CUSTOMER FROM FLUIDITYIQ OR THROUGH THE SERVICES’ AI TOOLS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

13. Modification to Terms

FluidityIQ may revise these Terms from time to time by posting a modified version of the Terms including their effective date. If FluidityIQ makes material changes to the Terms, FluidityIQ will provide reasonable notice prior to the new Terms taking effect. By continuing to access or use the Services after the posting of any modified Terms, Customer agrees to be bound by such modified Terms.

14. Miscellaneous

Entire Agreement.
This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of the Terms, the Order Form, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Order Form; (ii) second, the Terms; and (iii) third, any other documents incorporated herein by reference.
Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email to the primary contact of the other Party (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
Force Majeure.
In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, except for any obligations to make payments, if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Amendment and Modification; Waiver.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability.
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Governing Law; Submission to Jurisdiction.
This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder will be instituted exclusively in the federal court located in the city of Boston, County of Suffolk, Massachusetts, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Assignment.
Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of FluidityIQ, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
Export Regulation.
Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
US Government Rights.
Each of the Documentation and the software components that constitute the Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
Equitable Relief.
Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(3), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Counterparts.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

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