HATZ AI
MSP CUSTOMER AGREEMENT
Last Updated Date: March 5th, 2024
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Hatz AI, Inc. (“Hatz AI”) operates an AI-as-a-service management platform, including all associated features, functionality and tools offered thereon and as updated over time (together, the “Platform”) that enables managed service providers to create and manage AI-powered applications, and provide related managed services, to its customers.This MSP Customer Agreement (“Agreement”) constitutes the sole agreement between Hatz AI and any managed service provider (“MSP”) that accepts this Agreement by clicking on the “I Accept” button, or executing an Order, regarding the MSP’s use and access to the Platform.Definitions. Capitalized terms used in this Agreement have the following meanings or as otherwise defined in this Agreement.“Authorized User” means each of MSP’s employees, agents, and independent contractors who are authorized to access the Platform pursuant to MSP’s rights under this Agreement and any Order, but excluding any End Customers.“Documentation” means text or graphical materials, whether in print or electronic form, that describe the features, functions and use of the Platform which may be provided by Hatz AI to MSP from time to time.“Effective Date” means the date that this Agreement is first accepted by the MSP.“End Customer” means a customer of MSP and to whom MSP grants access to, and provides managed services in connection with, the Platform subject to the End Customer Terms for such third party’s own internal business purposes and not for purposes of any further sublicense or distribution.“End Customer Content” means any and all content submitted by an End Customer in connection with or pursuant to their use of the Platform.“Hatz AI Marks” means the trademarks and trade names of Hatz AI that are made available on the Platform and otherwise provided to MSP by Hatz AI for use in connection with the marketing and distribution of the Platform.“Intellectual Property Rights” means any and all now known or hereafter existing: (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.“MSP Brand” means the trademarks and trade names of MSP that exist as of the Effective Date, and any other trademarks or tradenames of MSP that are used in connection with the marketing and distribution of the MSP Services.“MSP Content” means any and all content submitted by an MSP or its Authorized Users in connection with or pursuant to its use of the Platform, excluding End Customer Content.“MSP Services” means the managed services that MSP provides to End Customers through the Platform.“Order” means any order placed by MSP on the Platform, into which this Agreement is incorporated and sets forth: (a) MSP’s access rights to the Platform, including the features and functionality that may be accessed and configured by MSP for itself and/or End Customers; (b) the Fees payable for such access rights; and (c) any additional terms applicable to MSP’s use of the Platform.“Usage Data” means general performance and usage data generated or collected through or in connection with MSP’s and its End Customers’ use of the Platform (such as technical logs, account and login data, processed volumes).PLATFORM ACCESS TERMS.Platform. During the Term, Hatz AI will host and operate the Platform. MSP acknowledges and agrees that Hatz AI may update the Platform from time to time in its discretion. Promptly following the Effective Date, Hatz AI will specify to MSP the procedures pursuant to which MSP will establish and obtain access to, and use of, the Platform through the Hatz AI’s hosted instance, including, without limitation, provision of any access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures. Hatz AI may also provide MSP with administrative control over each End Customer’s permissions and access to the Platform under MSP’s account through a centralized user management system. Hatz AI may permit any Authorized Users to access and use the features and functions of the Platform as contemplated by this Agreement or an Order provided that MSP shall remain fully responsible for such Authorized Users and their compliance with the terms of this Agreement.Rights to Access. Subject to the terms and conditions of this Agreement, Hatz AI hereby grants to MSP a non-exclusive, non-transferable (except as permitted in Section 7), non-sublicensable right to: (a) access and use the Platform in order to configure the features and functionality specified on an Order for its internal purposes; (b) where the Order specifies the MSP has a right to resell access to the Platform, to market, distribute and sublicense access to the Platform to End Customers that have entered into the End Customer Terms, and provide the MSP Services in connection thereto; and (c) to make copies of the Documentation solely for MSP’s internal use and, where resale is permitted under an Order, for distribution to End Customers in connection with the use of the Platform.Restrictions. MSP will not, and will procure that any Authorized User and an End Customer will not: (a) copy or duplicate the Platform; (b) decompile, disassemble, reverse engineer, or attempt to obtain or perceive the source code from which any component of the software is compiled or interpreted, and MSP acknowledges that nothing in this Agreement will be construed to grant MSP or any End Customer any right to obtain or use any source code; (c) modify the Platform, the Documentation, or the Hatz AI Marks or create any derivative product from any of the foregoing; (d) use, access, assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey the Platform, or pledge as security or otherwise encumber MSP’s rights under the licenses granted herein, except as expressly permitted in this Agreement; or (e) upload MSP Content or End Customer Content that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (B) infringes or misappropriates any third party’s Intellectual Property Rights or other proprietary rights; (C) contains any viruses, worms or other malicious computer programming codes that may damage the Platform; (D) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; (E) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Hatz AI’s prior written consent; or (F) violates any applicable Third-Party Services terms. MSP will ensure that its use of the Platform, the Documentation and the Hatz AI Marks complies with applicable laws, statutes, regulations or rules promulgated by governing authorities having jurisdiction. Hatz AI reserves the right to suspend MSP’s, its Authorized Users’ or any End Customer’s access to the Platform for any failure, or suspected failure, to comply with the foregoing conditions.Branding. The Platform will contain Hatz AI’s branding. At MSP’s option, MSP may brand a subdomain to the Platform that it provides to End Customers using the MSP Brand in connection with its offering of the MSP Services, provided that MSP shall not alter or remove any Hatz AI Marks that are on the Platform, the Documentation or any promotional materials.End Customer Terms. MSP acknowledges that before any End Customer is able to gain access to the Platform, such End Customer must first accept Hatz AI’s standard end customer terms and conditions (the “End Customer Terms”). To the extent the MSP uses and accesses the Platform solely for its own internal purposes and not for the purposes of offering the MSP Services to an End Customer, the End Customer Terms shall apply to such use and access. MSP will immediately notify Hatz AI if MSP becomes aware of any material breach of any End Customer Terms by MSP, an Authorized User or End Customer.Subject to the terms and conditions of this Agreement, Hatz AI will exercise commercially reasonable efforts to (a) provide support for the use of the Platform to MSP, and (b) keep the Platform operational and available to MSP, in each case in accordance with its standard policies and procedures. In no event shall Hatz AI be responsible for providing any support to an End Customer or for any support related to the MSP Services. MSP shall be solely responsible for providing support to End Customers regarding use of the Platform. Notwithstanding the foregoing, Hatz AI shall have the right, in its sole discretion and with no obligation, to establish and maintain contact with any End Customer.MSP Services. MSP acknowledges and agrees that all terms governing the provision of the MSP Services to End Customers is solely between MSP and each End Customer. MSP is solely responsible for the provision and support of the MSP Services, and the commercial and other terms and conditions with respect thereto. MSP is solely responsible for procuring all licenses, consents and permissions from End Customer in accordance with applicable law to process the End Customer Content to provide the MSP Services. MSP is free to set the terms applicable to the MSP Services provided that such terms must not be inconsistent with this Agreement, the End Customer Terms or violate any applicable law.Beta Versions. Hatz AI may from time to time provide features, services or functionality on the Platform as “pre-release” or “beta” (“Beta Versions”). Such Beta Versions are made available at Hatz AI’s discretion and may be discontinued at any time without notice. MSP may use such Beta Versions for the sole purposes of testing and evaluation. All Beta Versions are provided “As Is”. MSP acknowledges that the Beta Versions are experimental, may not have been generally released and may contain defects and deficiencies that Hatz AI may not or will not correct. MSP uses the Beta Versions at its own risk.THIRD-PARTY SERVICESOpen Source Software. Certain items of software may be provided to MSP with the Platform that are subject to “open source” or “free software” licenses (“Open Source Software”). Open Source Software is owned by third parties. To the extent any Open Source Software is provided to MSP, such Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits MSP’s rights under, or grants MSP rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Hatz AI makes such Open Source Software, and Hatz AI’s modifications to that Open Source Software, available by written request.Third-Party Services. The Platform utilizes third party artificial intelligence and deep learning platforms, algorithms, tools and models that are not owned or controlled by Hatz AI, which may include, without limitation, OpenAI, and any other third-party services MSP selects as data sources (“Third-Party Services”). MSP acknowledges and agree that Hatz AI may share MSP Content and End Customer Content with the Third-Party Services for the purposes of providing the features and functionality of the Platform and that, depending on the provider of the applicable Third-Party Service, such Third-Party Service providers may not be required to maintain the confidentiality of any of such content. Additional license requirements may apply to certain Third-Party Services, including that such Third-Party Services may retain certain rights to use or disclose MSP Content or End Customer Content, including to further train their algorithmic models. When MSP accesses or uses Third-Party Services, or data provided thereby, MSP accepts that there are risks in doing so, and that Hatz AI is not responsible for such risks, or the reliability thereof. Hatz AI has no control over, and assumes no responsibility for, the information, accuracy, privacy policies, services, or practices of or opinions expressed in any Third-Party Services. All Third-Party Services are provided “as is” and with “all faults”, and Hatz AI makes no representations or warranties of any kind or nature with respect to any Third-Party Service, or their output, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability.Third-Party Service Accounts. If designated on an Order, MSP may be able to access Third-Party Services under MSP’s account with the provider of such Third-Party Services (each, a “Third-Party Account”). If MSP accesses such Third-Party Services through MSP’s Third-Party Account, MSP: (a) represents that MSP is entitled to grant Hatz AI access to MSP’s Third-Party Account without breach by MSP of any of the terms and conditions that govern MSP’s use of such Third-Party Services; (b) understands that Hatz AI may access, make available and store (if applicable) any data or content accessible through the Platform that is stored or available in connection with the Third-Party Account; (c) acknowledges and agrees that MSP is responsible for all activity under the Third-Party Account and any content derived therefrom; and (d) is responsible for all payment obligations associated with the Third-Party Account and that Hatz AI is not responsible for any liability resulting from MSP’s failure to comply with its obligations under the Third-Party Account.Fees and Payment.Fees and Payment Terms. In consideration of the rights granted and services provided herein, MSP shall pay Hatz AI the fees as set forth in the applicable Order (“Fees”). All amounts are due and payable as set forth in the applicable Order. All payments are in made in the currency specified on MSP’s account. All Fees are non-cancelable, and, unless otherwise set forth herein or on the applicable Order, non-refundable. For clarity, the Fees are payable whether or not MSP receives any payment from the End Customers.Late Payment. Payments made more than thirty (30) days after their due date will begin to incur an interest at a rate equal to one and one half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower. Hatz AI reserves the right (in addition to any other rights or remedies it may have) to suspend access to the Platform if any Fees are more than thirty (30) days overdue until such amounts are paid in full.Payment Provider. Hatz AI uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Payment Provider”). When MSP makes a purchase on the Platform, MSP shall provide MSP’s payment details and any additional information required to complete the Order directly to the Payment Provider. MSP agrees to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consents and authorizes Hatz AI and Stripe to share any information and payment instructions provided with one or more Payment Provider(s) to the minimum extent required to complete the transactions. Online payment transactions may be subject to validation checks by the Payment Provider and MSP’s card issuer, and Hatz AI is not responsible if MSP’s card issuer declines to authorize payment for any reason. The Payment Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and MSP authorizes it to verify and authenticate payment information. Hatz AI shall not be responsible for any online handling fees or processing fees charged by MSP’s card issuer. Payment Provider(s) may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.Automatic Renewal. MSP’s access to the Platform, and the Fees associated therewith, will automatically renew in accordance with the terms set forth in the applicable Order. Hatz AI reserves the right to increase the Fees for any Renewal Term upon written notice to MSP at least forty-five (45) days prior to the commencement of the Renewal Term.Unless otherwise set forth in the Order, the Fees do not include taxes, duties or charges of any kind. If Hatz AI is required to pay or collect any local, value added, goods and services taxes or any other similar taxes or duties arising out of or related to this Agreement (not including taxes based on Hatz AI’s income), then such taxes and/or duties shall be billed to and paid by MSP.Free Trial and Promotional Access. Any free trial or other promotion that provides MSPs with access to the Platform, or certain of its services, features or functionality, must be used within the specified time of the trial. At the end of the trial or promotional period, MSP’s access to the Platform, or the related service, feature, or functionality thereof will expire, and any further use of such service, feature, or functionality thereof will be charged by Hatz AI in accordance with the applicable Order.Term and Termination.The term of this Agreement begins on the Effective Date hereof and will continue in full force and effect as long as any Order remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”). The term of an Order will begin on the effective date of the Order and continue in full force and effect for the duration set forth on such Order, unless earlier terminated in accordance with this Agreement (the “Initial Term”). The Order will automatically renew unless either party provides written notice of non-renewal in accordance with the applicable Order (each, a “Renewal Term”).Termination for Cause. MSP may terminate this Agreement, effective immediately upon written notice to Hatz AI, if Hatz AI breaches any provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from MSP. In the event MSP breaches any provision of this Agreement (including non-payment of any Fees), or if Hatz AI is required to do so by law (e.g., where the provision of the Platform is, or becomes, unlawful), Hatz AI has the right to, immediately and without notice, suspend or terminate any access to the Platform. MSP agrees that all terminations for cause are made in Hatz AI’s sole discretion and that Hatz AI shall not be liable to MSP or any third party for any such termination.Termination for Convenience. Hatz AI reserves the right to terminate this Agreement or MSP’s access to the Platform at any time without cause upon sixty (60) days prior written notice. In the event Hatz AI exercises this termination right, Hatz AI shall provide MSP with a pro-rated refund of any unused Fees for the then-current Term.Effects of Termination. Upon expiration or termination of this Agreement: (a) MSP shall pay Hatz AI for all amounts due and payable hereunder as of the effective date of termination or expiration; and (b) all rights granted to MSP hereunder will immediately cease, and MSP and any of its End Customers will immediately cease all access and use of the Platform. MSP must return to Hatz AI any copies of the Documentation and certify to Hatz AI in a writing signed by an officer of MSP that it has fully complied with this requirement. For fifteen (15) days after the end of the Term, as applicable, Hatz AI will make the MSP Content available on the Platform to MSP on a limited basis solely for purposes of MSP’s retrieval thereof, unless Hatz AI is instructed by MSP to delete such data before that period expires.All provisions of this Agreement which by their nature should survive, will survive termination, including without limitation, Sections 1, 2.3, 2.5, 3, 4, 5.4, 5.5, 6, 7, 8.2, 9, 10, and 11 will survive expiration or termination of this Agreement for any reason.OWNERSHIP; DATA.Ownership. The Platform, the Documentation, Hatz AI Marks, and any improvements and enhancements thereto, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Hatz AI and its suppliers. All rights not expressly granted to MSP in this Agreement are reserved by Hatz AI and its suppliers.MSP Content. In connection with MSP’s use and access of the Platform, and in performing the MSP Services, MSP may provide to Hatz AI the MSP Content. As between the parties, the MSP Content, and all worldwide Intellectual Property Rights therein, are the exclusive property of MSP. All rights in and to the MSP Content not expressly granted to Hatz AI in this Agreement are reserved by MSP. MSP is solely responsible for any and all obligations with respect to the accuracy, quality, and legality of MSP Content. MSP represents and warrants that it has obtained all third party licenses, consents and permissions as required of MSP as well as needed for Hatz AI to use, disclose, copy, store and process the MSP Content to provide the Platform. MSP grants to Hatz AI a non-exclusive, worldwide, royalty-free and fully paid license: (i) during the Term, to process, use and disclose the MSP Content as necessary for purposes of providing and improving the Platform (including any underlying machine learning models and algorithms); and (ii) on a perpetual basis, to aggregate and anonymize MSP Content to: (x) to provide, build, develop and improve the Platform and Hatz AI’s related products and services in accordance with applicable law; (y) provide analytics and benchmarking on Hatz AI’s products and services; and (z) generate and disclose analytics regarding the Platform.End Customer Content. In connection with an End Customer use of the Platform and receipt of the MSP Services, End Customers may provide to Hatz AI the End Customer Content. MSP acknowledges that End Customer Content will be treated by Hatz AI in accordance with the End Customer Terms, and neither Hatz AI nor MSP claims ownership of any such End Customer Content. MSP may enter into separate terms with each End Customer which may provide MSP with additional rights to the End Customer Content, provided that such separate terms shall not be inconsistent with this Agreement or the End Customer Terms.Usage Data. Hatz AI may generate Usage Data to operate, improve, analyze, and support the Platform for benchmarking and reporting and for Hatz AI’s other lawful business purposes. Without limiting the foregoing, Hatz AI may collect, analyze and use the questions and queries submitted by MSP and End Customers to the Platform for the purposes of training and developing its models to improve the Platform.Any feedback provided by MSP, its Authorized Users, or an End Customer, directly or indirectly, to Hatz AI concerning the features, functionality and performance of the Platform such as, without limitation, potential errors and improvements (“Feedback”) may be used by Hatz AI to improve or enhance the Platform or other products and, accordingly, MSP hereby grants to Hatz AI a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback without restriction.Confidentiality.Confidential Information. Each party (the “Disclosing Party”) may from time to time during the Term disclose to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Confidential Information shall include any information that: (a) is in tangible form and is marked as “confidential” or “proprietary” or with a similar legend; (b) is disclosed orally as confidential at the time of disclosure; or (c) the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party. For clarity, End Customer Content shall not be considered the Confidential Information of MSP and shall be treated in accordance with the End Customer Terms. In addition, the parties acknowledge and agree that MSP will notify each End Customer that any information MSP collects from an End Customer will be disclosed to Hatz AI, and that Hatz AI will be free to use such information in accordance with this Agreement and the End Customer Terms, without any duty of accounting to MSP.Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.The Receiving Party’s obligations under this Section will not apply to any portion of the Disclosing Party’s Confidential Information if the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (x) approved in writing by the Disclosing Party, (y) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (z) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.Return of Confidential Information. The Receiving Party will return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section.REPRESENTATIONS AND Warranties; DISCLAIMER.MSP Warranties. MSP represents, warrants, and covenants that: (a) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (b) the acceptance and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of MSP and have been duly authorized by all necessary corporate action on the part of such MSP, and constitute a valid and binding agreement of such MSP; (c) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; (d) it will not engage in any deceptive, misleading, illegal, or unethical practices or make or publish any false or misleading representations, warranties, or guarantees on behalf of Hatz AI or its suppliers or otherwise about the Platform; (e) it will not make any representations or warranties concerning the Platform, except as set forth in printed marketing collateral or Documentation of Hatz AI or otherwise approved in writing by Hatz AI; (f) it will not conduct business in a manner that reflects favorably at all times on the good name, good will, and reputation of Hatz AI; and (g) it will use commercially reasonable efforts to ensure that it does not introduce any software viruses, trojan horses, worms, time bombs, logic bombs, trap doors, cancelbots or any other computer code, files or programs designed to disrupt, interrupt, disable, damage, destroy or limit the functionality of the Platform.Disclaimer of Warranty. THE EXPRESS WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PLATFORM, THE DOCUMENTATION, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. MSP ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT AND THAT NO WARRANTIES ARE MADE BY HATZ AI OR ITS SUPPLIERS. MSP ACKNOWLEDGES AND AGREES THAT HATZ AI IS NOT LIABLE, AND MSP AGREES NOT TO SEEK TO HOLD HATZ AI LIABLE, FOR THE THIRD-PARTY SERVICES, INCLUDING OPERATORS OF THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH MSP. HATZ.AU MAKES NO WARRANTY REGARDING THE QUALITY OF THE THIRD-PARTY SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF SUCH THIRD-PARTY SERVICES.Indemnification. MSP will defend, at its expense, any third party claim asserted against Hatz AI, and will pay any settlement Hatz AI makes or approves, or any damages, penalties, restitution or other relief finally awarded in connection with such claim, insofar as such claim is based on or arises out of or relates to: (a) MSP’s breach of any provision of this Agreement; or (b) a claim against Hatz AI by an End Customer arising out of a breach by MSP of its agreement with End Customer. Hatz AI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by MSP, in which event MSP will fully cooperate with Hatz AI in asserting any available defenses.Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW: (a) In no event will HATZ AI be liable for any consequential, indirect, exemplary, special or incidental damages, including any lost data and lost profits, arising from or relating to THIS AGREEMENT, EVEN IF msp HAS BEEN ADVISED OF SUCH DAMAGES; AND (B) HATZ AI’S total cumulative liability in connection with THIS AGREEMENT and the PLATFORM, whether in contract or tort or otherwise, will not exceed the amount of fees paid to Hatz AI by msp under THIS AGREEMENT in the twelve (12) months prior to the date that any such claim arose. THE PARTIES acknowledge that the fees set forth in THIS AGREEMENT reflectS the allocation of risk set forth in THIS AGREEMENT and that EACH PARTY would not enter into THIS AGREEMENT without these limitations on its liability. The foregoing limitations of liability are independent of any exclusive remedies for breach of warranty set forth in THIS AGREEMENT.General.Hatz AI reserves the right to reference MSP as a user of the Platform on its website and in its customer lists, and to use the MSP Brand in connection therewith.Compliance with Laws. MSP will at all times comply with applicable laws and regulations and refrain from any unethical or any other conduct that tends to damage the reputation of Hatz AI or the Platform.Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard for choice of law provisions thereof. The parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Manhattan, New York for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.MSP acknowledges and agrees that the Platform are subject to the export control laws and regulations of the United States. MSP shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer access to the Platform, either directly or indirectly, to any country in violation of such laws and regulations. In particular, but without limitation, MSP may not export access to the Platform, directly or indirectly: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List.Severability; Waiver. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.The parties’ rights and remedies under this Agreement are cumulative. MSP acknowledges that any actual or threatened breach of Sections 2.3 or Section 5, or any other breach of Hatz AI’s Intellectual Property Rights will constitute immediate, irreparable harm to Hatz AI for which monetary damages would be an inadequate remedy. In such case, Hatz AI is entitled to immediate injunctive relief without the requirement of posting bond. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.The Agreement may not be assigned, subcontracted, delegated or otherwise transferred by MSP without Hatz AI’s prior written consent. Hatz AI may, without MSP’s consent, freely assign, subcontract and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed by MSP to Hatz AI) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.Independent Contractors. MSP’s relationship to Hatz AI is that of an independent contractor, and neither party is an agent or partner of the other. MSP will not have, and will not represent to any third party that it has, any authority to act on behalf of Hatz AI.All notices required under this Agreement (other than routine operational communications) must be in writing and delivered: (a) in person; (b) by nationally recognized overnight delivery service; (c) by certified U.S. mail (requiring signature) to the other party’s corporate headquarters address as set forth in the Order; or (d) by email, in the case of the MSP to the email address set forth on MSP’s account on the Platform, or in the case of Hatz AI, the email address provided the Platform. Notices shall be effective upon: (i) actual delivery to the other party, if delivered in person, or by national overnight courier or email; or (ii) five (5) business days after being mailed via U.S. postal service, postage prepaid.Entire Agreement. This Agreement, together with any Order, is the final, complete and exclusive agreements of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. This Agreement is subject to change by Hatz AI in its sole discretion at any time, provided that any changes to this Agreement will be effective at the end-of MSP’s then-current Term and at the start of any subsequent Renewal Term.