DecisionLayer Terms of Service

1. ARBITRATION; CLASS ACTION WAIVER; JURY WAIVER; CHOICE OF LAW AND FORUM.

2. Eligibility.

The Services are not intended for use by individuals under the age of eighteen. If you are under the age of eighteen, you may not use the Services. The Services are only for use by individuals residing in the United States. If you are using the Services on behalf of a company, organization, or other legal entity (including any corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, association, or other form of entity or organization), you hereby represent and warrant you have full authority and ability to bind that entity and to use the Services on behalf of such entity.

3. Your Account.

To use the Services you may need to create an account. You are responsible for providing true, accurate and complete information in connection with the creation and registration of any account. You are solely responsible for maintaining the security and confidentiality of the password or other access credentials associated with your account.

4. Billing.

Certain Services may have associated fees or costs. You will pay all fees or costs at the relevant time of transaction. All sales are final and no refunds will be made for any reason. All billing and payment card information is handled by a third-party provider, Stripe.com. DecisionLayer makes no representation or warranty of any kind arising from or related to Stripe.com's services. For information about how Stripe.com may handle your personal information, please visit https://stripe.com/privacy.

5. Dispute Rules.

The Services include DecisionLayer Arbitration and the Simulator. DecisionLayer Arbitration is governed by the DecisionLayer rules (the "Rules"), which are provided to each litigant at the outset of an arbitration proceeding and are available at https://decisionlayer.ai/rules. Arbitral decisions rendered through DecisionLayer Arbitration may be made by an artificial intelligence or large language model (an "AI"), a human being designated by DecisionLayer (an "Arbitrator"), or a combination of both, as specified in the Rules, subject to the parties instructions and the language of any applicable arbitration clause. As further set forth in the Rules, you will only provide truthful and accurate information, documentation and evidence to DecisionLayer in connection with DecisionLayer Arbitration. You are responsible for paying all fees as set forth in any Rules or as otherwise presented to you by the DecisionLayer system during an arbitration proceeding.

AS FURTHER SET FORTH IN THE RULES, IF YOU LOSE AN ARBITRATION PROCEEDING CONDUCTED THROUGH DECISIONLAYER ARBITRATION, YOU MAY BE RESPONSIBLE FOR COMPENSATING THE WINNING PARTY FOR ITS COSTS, FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED IN CONNECTION WITH THE ARBITRATION. AS FURTHER SET FORTH IN THE RULES, DECISIONLAYER MAY DECLINE TO HEAR ANY PARTICULAR DISPUTE, AND MAY SUSPEND OR CANCEL ANY DISPUTE WITHOUT ANY LIABILITY TO YOU OF ANY KIND, WHATSOEVER, INCLUDING ANY OBLIGATION OF REFUND.

6. Conduct.

You will not use the Services for any purpose that is prohibited by this Agreement. You are responsible and liable for all activity conducted under your account, whether or not you have authorized such activity. You will abide by the conditions of the Acceptable Use Policy (the "AUP"), available at https://decisionlayer.ai/AUP.

7. Third Party Sites.

For your convenience and enjoyment, the Sites may provide links to websites (and other digital resources) that are not operated by DecisionLayer (each a "Third Party Site" and collectively, "Third Party Sites"). Third Party Sites are not under our control, and you acknowledge and agree that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites. Some links to Third Party Sites may be present on the Sites in connection with paid promotions. Notwithstanding any such paid promotion, and except as otherwise expressly stated by DecisionLayer, DecisionLayer does not endorse, approve of or sponsor any Third Party Site or any information, products, or services contained in any Third Party Site, nor is DecisionLayer liable for any claims or any damage that might result from your use of, or reliance on, such information, products, or services thereon.

YOU ACKNOWLEDGE AND AGREE THAT DECISIONLAYER IS NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY SITES. FOLLOWING ANY LINKS TO ANY THIRD PARTY SITES IS DONE AT YOUR SOLE RISK.

8. Consent to Communications.

By providing us your contact information, including your email address and phone number, you expressly consent to receive marketing and promotional communications from DecisionLayer. These communications may include newsletters, special offers, promotions, and updates about our products and services, and may be sent via email or SMS/text messages. You have the right to opt-out of receiving these communications, at any time by clicking the "unsubscribe" link in our emails, emailing us at marketingoptout@decisionlayer.ai, or replying "STOP" to any SMS/text message. Please note that standard messaging and data rates may apply. Even if you opt-out of marketing communications, we may still send you transactional or administrative messages related to your use of our services. If you need to update your contact information, please contact us at privacy@decisionlayer.ai.

9. DMCA.

The Digital Millennium Copyright Act (the "DMCA") permits anyone who believes in good faith that material available via the Sites or Services infringes their copyright (a "Claimant") to send to our agent for notice of claims of copyright infringement ("Agent") a written notice requesting that we remove or block access to the infringing material ("Notice"). The Notice must include the following information:

• (i) A physical or electronic signature of a person authorized to act on behalf of the Claimant.
• (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
• (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
• (iv) The Claimant's address, telephone number, and, if available, an electronic mail address.
• (v) A statement that the Claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that Claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The DMCA permits anyone who believes in good faith that a Notice of copyright infringement has been wrongly made against them to send our Agent a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see www.loc.gov/copyright). Notices and counter-notices should be sent to our Agent at: dmca@decisionlayer.ai
Responses to Notices will be made in accordance with the requirements of the DMCA and within DecisionLayer's sole discretion.

10. Updates.

You acknowledge that DecisionLayer may, at any time and without obligation, develop and release software updates, upgrades, patches, or other modifications to the Sites and Services, including to improve functionality, security, or performance or to address legal, regulatory, or policy requirements. Such updates may modify or delete certain features or functionality, and you agree that DecisionLayer has no obligation to provide any particular features or functionality, continue support, or maintain backward compatibility.

11. Security.

The security of your personal information is important. DecisionLayer provides reasonable administrative, technical, and physical security controls to protect your personal information. However, no security controls are 100% effective. DecisionLayer cannot ensure or warrant the security of your personal information. Any transmission of personal information is at your own risk. DecisionLayer is not responsible for circumvention of any privacy settings or security measures for any of the DecisionLayer Sites or Services.

12. Intellectual Property and User Materials.

(a) DecisionLayer Materials.

DecisionLayer and its licensors own the trademarks, service marks, trade dress and other brand indicia ("Trademarks") displayed on the Sites and Services. You acknowledge that all content, data, information, text, graphics, images, audio, video, software, code, compilations, and other materials of any kind appearing on or transmitted through the Sites and Services (collectively, "Content") are the property of DecisionLayer or its licensors, are protected by intellectual-property and other laws, and may not be used, copied, reproduced, modified, adapted, published, translated, transmitted, distributed, performed, displayed, sold, licensed, or otherwise exploited for any purpose without our prior, express, written consent. Subject to your strict and continued compliance with this Agreement, including payment of all applicable fees, DecisionLayer grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Sites and Services solely for your own lawful purposes. All rights not expressly granted are reserved. Unauthorized use of Trademarks displayed on the Sites is strictly prohibited.

(b) Input and Output.

You may provide input to the Services ("Input") and receive output from the Services ("Output"). Input, Output, and any documents uploaded into the Services are collectively referred to as your "User Materials." As between the parties, you own your User Materials and retain all right, title and interest (including any and all intellectual property rights) therein.

(c) Similar Outputs.

You may provide Input that is similar or identical to a third party's Input or may receive Output that is similar or identical to Output provided to other third-party users. Input provided by other third-party users and Output provided to other third-party users are not your User Materials.

(d) License in User Materials.

You grant to DecisionLayer, its affiliates and applicable Subcontractors a non-exclusive, worldwide, royalty-free right to process your User Materials in connection with providing the Services to you. Additionally, subject to all applicable provisions of this Agreement, including those pertaining to Confidentiality, you grant to DecisionLayer and its affiliates non-exclusive, worldwide, royalty-free, perpetual, irrevocable right to: (i) analyze, process and utilize your User Materials to prevent or address service or technical problems with the Services; (ii) collect and use Usage Data as set forth in Section 12(e) below; (iii) perform analytics on your User Materials, as set forth in Section 12(f) below; and (iv) perform any other activity as may be required by applicable law.

(e) Usage Data.

DecisionLayer may collect and use data regarding your use of the Services, including technical, diagnostic, and usage information ("Usage Data"), to develop, improve, support, and operate the Services. DecisionLayer's collection and use of Usage Data is subject to the confidentiality obligations set forth in Section 16 (Confidentiality). DecisionLayer may not share Usage Data that includes your Confidential Information with a third party (for example, auditors) except (i) in accordance with Section 16 (Confidentiality) of this Agreement, or (ii) to the extent the Usage Data is De-identified Data.

(f) De-identified Analytics and Product Improvement.

DecisionLayer may analyze data and other information relating to the performance and use of the Services, including Confidential Information, for purposes of (i) improving and enhancing its products and services (including the Services, as well as any new or future products or services), and (ii) publishing and disclosing such information in the form of anonymized, aggregated reports, benchmarks, or statistics; provided that with (x) respect to Confidential Information submitted in connection with any DecisionLayer Arbitration, DecisionLayer may only perform such analytics after the applicable arbitration proceeding has concluded and all applicable appeal windows have expired, and (y) any publicly disclosed information shall be De-identified Data. "De-identified Data" means information that has been processed such that it does not identify, and without the expenditure of undue effort it cannot be used to identify: (A) you or any specific individual; (B) your specific dispute; or (C) any Disclosing Party or Receiving Party.

(g) Feedback.

By providing DecisionLayer any suggestions, ideas, or other information pertaining to DecisionLayer's products and services (including the Services), whether directly or indirectly, through any means or medium (any of the foregoing as "Feedback"), you grant DecisionLayer a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right to utilize, exploit, use, reproduce, modify, adapt, and integrate your Feedback into DecisionLayer's products and services, including without limitation DecisionLayer Arbitration and the Simulator, as well as products and services yet to be offered, and for all other permitted or legal purposes, without compensation or acknowledgment.

13. Disclaimers.

Your use of, and reliance on, the Sites and Services is at your own risk. THE SERVICES, SITES AND THE MATERIAL PROVIDED THEREON AND THERETHROUGH ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. DECISIONLAYER EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY MADE HEREIN. Some jurisdictions may not allow the exclusion of implied warranties, so this statement may not apply to you.

14. AI Disclosures.

The Services utilize artificial intelligence, machine learning, and large language models to provide certain features, including DecisionLayer Arbitration and the Simulator. You acknowledge and agree that:

• (a) AI-generated outputs, including arbitral decisions, analyses, simulations, and predictions, may contain errors, inaccuracies, or omissions. DecisionLayer does not guarantee the accuracy, completeness, or reliability of any AI-generated output.
• (b) AI models and algorithms used in the Services may be updated, modified, or replaced at any time, which may affect the nature or quality of outputs.
• (c) You are solely responsible for reviewing, verifying, and determining the appropriateness of any AI-generated output for your intended use.

15. No Legal Advice.

DECISIONLAYER IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. NOTHING IN THE SITES OR SERVICES, INCLUDING ANY AI-GENERATED OUTPUT, ARBITRAL DECISION, ANALYSIS, SIMULATION, PREDICTION, OR OTHER CONTENT PROVIDED THROUGH DECISIONLAYER ARBITRATION, THE SIMULATOR, OR ANY OTHER FEATURE OF THE SITES OR SERVICES, CONSTITUTES LEGAL ADVICE OR CREATES AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND DECISIONLAYER. DECISIONLAYER DOES NOT AND WILL NOT GIVE LEGAL ADVICE UNDER ANY CIRCUMSTANCES. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY LICENSED TO PRACTICE IN YOUR JURISDICTION IF YOU REQUIRE LEGAL ADVICE OR HAVE QUESTIONS REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS, OR ANY LEGAL MATTER, INCLUDING ANY DECISIONLAYER ARBITRATION OR THE USE OF OR OUTPUT FROM THE SIMULATOR. YOU ARE SOLELY RESPONSIBLE FOR THE CONSEQUENCES OF ACTING OR REFRAINING FROM ACTING BASED ON ANY INFORMATION OR OUTPUT PROVIDED BY THE SERVICES.

16. Confidentiality and Entitlement to Privacy.

(a) Definition of Confidential Information.

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement or the Services, whether disclosed orally, in writing, electronically, or by any other means, including any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. INFORMATION PERTAINING TO YOUR PARTICIPATION IN ANY DECISIONLAYER ARBITRATION PROCESS AND USE OF THE SIMULATOR SHALL BE DEEMED CONFIDENTIAL INFORMATION. YOU ARE ENTITLED TO RELY ON THE PRIVACY OF THE DECISIONLAYER ARBITRATION PROCESS AND ARE ENTITLED TO USE THE SIMULATOR UNDER A PRESUMPTION THAT SUCH USE WILL BE CONFIDENTIAL. DECISIONLAYER WILL MAKE GOOD FAITH EFFORTS TO PRESERVE THE CONFIDENTIALITY OF THE DECISIONLAYER ARBITRATION PROCESS AND YOUR USE OF THE SIMULATOR. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, DECISIONLAYER SHALL HAVE NO OBLIGATION OF CONFIDENTIALITY OVER YOUR USE OF THE SIMULATOR OR USER MATERIALS TO THE EXTENT YOU AFFIRMATIVELY SHARE SIMULATOR OUTPUT (INCLUDING THROUGH THE NATIVE FUNCTIONALITY OF THE SERVICES) WITH ANY THIRD PARTY AND DECISIONLAYER SHALL NOT HAVE ANY LIABILITY TO YOU IN CONNECTION WITH YOUR DISCLOSURE OF ANY OF YOUR CONFIDENTIAL INFORMATION TO ANY THIRD PARTY, WHICH IS YOUR SOLE AND EXCLUSIVE RESPONSIBILITY, AND MAY RESULT IN THE COMPROMISE OR WAIVER OF ANY LEGAL PRIVILEGE ATTACHED TO THE SUBJECT MATTER THEREOF.

(b) Duty of Care.

Each Receiving Party shall protect the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care.

(c) Compulsory Disclosure.

Neither party will divulge any Confidential Information of the other party except (i) through compulsory legal process; (ii) in connection with defending its own rights under this Agreement or applicable law; or (iii) except as otherwise expressly set forth herein. If a party receives a subpoena, court order, or other compulsory legal process that may require disclosure of the other party's Confidential Information, the Receiving Party will make good faith efforts to preserve any applicable attorney-client privilege and will, to the extent legally permitted, provide prompt written notice to the Disclosing Party of such compulsory legal process to enable the Disclosing Party to seek a protective order or other appropriate remedy. Upon the Disclosing Party's reasonable request and at the Disclosing Party's expense, the Receiving Party will provide reasonable assistance in the Disclosing Party's efforts to obtain a protective order or other confidential treatment of its Confidential Information.

(d) Use of Confidential Information.

Each Receiving Party will: (i) hold the Disclosing Party's Confidential Information in strict confidence; (ii) not disclose such Confidential Information to any third party except as expressly permitted herein; and (iii) use such Confidential Information only for the purposes contemplated by this Agreement. All Confidential Information access shall be limited to parties who have a reasonable need to know such information in connection with the purposes contemplated by this Agreement and who are bound by confidentiality obligations that are materially similar to those set forth herein.

(e) Sharing with DecisionLayer's Subcontractors.

DecisionLayer will only share Confidential Information with Subcontractors to the extent that such Subcontractors are bound by confidentiality obligations materially similar to those set forth herein, including that your Confidential Information may not be used for any purposes except as contemplated by this Agreement.

(f) Exceptions.

Notwithstanding any provision of this Agreement to the contrary, Confidential Information does not include: (A) information that is or becomes publicly available through no fault or wrongful act of the Receiving Party; (B) information that is rightfully in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party; (C) information that is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; (D) information that is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (E) any information submitted to DecisionLayer outside of DecisionLayer Arbitration or the Simulator; or (F) any suggestions, ideas, feedback, or other information pertaining to the function, features, or improvement of the Services (including DecisionLayer Arbitration or the Simulator) including potential new or additional services or products, regardless of whether submitted in connection with the Services, which shall be treated as Feedback under Section 12.

(g) No Training.

As part of DecisionLayer's confidentiality commitment set forth in Section 16 (Confidentiality), DecisionLayer will not train any AI models using your User Materials or Confidential Information. Subcontractors will not train any AI models using your User Materials or Confidential Information.

(h) Privacy Policy.

Your use of the Services will be subject to DecisionLayer's privacy policy, available at https://decisionlayer.ai/privacy (the "Privacy Policy"), to the extent not in conflict with these Terms. In the event of any conflict between this Agreement and the Privacy Policy, the provisions of this Agreement shall control.

(i) Return and Destruction.

Upon the Disclosing Party's written request, the Receiving Party shall, at Disclosing Party's election, return or destroy all Confidential Information in its possession or control, and shall certify in writing to such return or destruction upon Disclosing Party's request. Notwithstanding the foregoing, DecisionLayer may retain Confidential Information: (i) to the extent such information is incidentally retained in automated backup systems, provided that such backups are subject to the confidentiality obligations set forth herein and are not accessed except as necessary for system recovery purposes; and (ii) in archival copies maintained exclusively for purposes of (A) confirming compliance with the terms of this Agreement, (B) protecting the legal rights of DecisionLayer and participants in DecisionLayer Arbitration proceedings, and (C) complying with applicable legal, regulatory, or professional retention requirements. Any Confidential Information retained pursuant to this subsection shall remain subject to the confidentiality obligations of this Agreement for so long as it is retained.

(j) Change of Control.

In connection with any merger, acquisition, reorganization, sale of all or substantially all of DecisionLayer's assets, or other change of control transaction involving DecisionLayer, DecisionLayer may transfer or assign your Confidential Information to the successor entity or acquirer, provided that such successor or acquirer agrees to be bound by confidentiality obligations materially similar to those set forth in this Section 16. YOU ACKNOWLEDGE THAT DECISIONLAYER HAS NO OBLIGATION OF PROVIDING YOU, OR ANY THIRD PARTY, NOTICE OF ANY PENDING OR ACTUAL CHANGE OF CONTROL TRANSACTION.

17. Limitation of Liability.

DECISIONLAYER SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES RESULTING FROM LOSS OR INTERRUPTION OF BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING THE SERVICES OR THE SITES, HOWEVER CAUSED, EVEN IF DECISIONLAYER HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. DECISIONLAYER'S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR ANY OTHER MATERIALS PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO DECISIONLAYER IN CONNECTION WITH THE SPECIFIC DECISIONLAYER ARBITRATION PROCEEDING OR SPECIFIC SIMULATOR USE GIVING RISE TO SUCH LIABILITY.

18. Indemnification.

You will indemnify, defend, and hold harmless DecisionLayer, its affiliates, and their respective owners, officers, directors, employees, agents, representatives, licensors, and suppliers from and against any and all claims, demands, actions, suits, investigations, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of, reliance upon, or inability to access or use, the Sites or Services; (b) your violation of any provision of this Agreement, the AUP, any agreement or other obligation to which you are bound, or of any applicable law, rule, order, or regulation; (c) your violation of any rights of any third party; (d) any User Materials or other content or information submitted, posted, stored, or otherwise transmitted by you through the Sites or Services; (e) any claims relating to or arising from the compromise or waiver of privilege resulting from or related to your sharing of User Materials or your Confidential Information; (f) any false, misleading, or inaccurate information, documentation, or evidence submitted by you in connection with any DecisionLayer Arbitration proceeding; or (g) any disputes, claims, or proceedings between you and any other party to a DecisionLayer Arbitration proceeding, including any claims by such other party against DecisionLayer arising from or related to any applicable arbitration or other dispute resolution process (including mediation, settlement negotiation or otherwise). DecisionLayer reserves the right to assume exclusive control over the defense and settlement of any matter subject to indemnification by you, and you will fully cooperate with DecisionLayer in asserting any available defenses.

19. Suspension; Termination.

DecisionLayer reserves the sole and exclusive right, at any time and without prior notice or liability, to refuse service, suspend or terminate your account, block or disable access, or otherwise limit your use of the Sites or Services for any reason or no reason.

20. Changes to these Terms.

DecisionLayer may revise or modify this Agreement from time to time by providing at least thirty (30) days' prior notice to you of any pending change (where such notice will include links to the updated version of this Agreement) and posting an updated version of this Agreement to the Sites. Any revised Agreement will be effective upon the expiration of the applicable notice period, and your continued access or use of the Sites or Services after the effective date of any such revision constitutes your acceptance of the revised Agreement. If you do not agree to any revised Agreement, you must discontinue your use of the Sites and Services before the effective date of the revised Agreement; provided, however, that you may continue to use the Sites and Services without being bound by a revised provision if you have validly exercised an opt-out right expressly provided by this Agreement with respect to such provision (for example, an opt-out of the arbitration provision pursuant to Section 1). The provisions of this Agreement pertaining to Arbitration (Section 1), Intellectual Property and User Materials (Section 12), Limitation of Liability (Section 17), Indemnification (Section 18), and Confidentiality (Section 16) (collectively, the "Durable Covenants") shall not be modified or amended without prior written notice to you as set forth herein, and no such modification or amendment to the Durable Covenants shall have retroactive effect in any circumstance.

21. Notices.

DecisionLayer may provide you with notices, including those regarding changes to this Agreement, by email to the email address associated with your account or through any other contact information you provide to DecisionLayer. Notices regarding changes to this Agreement shall be deemed given on the date the email is sent; all other notices shall be deemed given twenty-four (24) hours after the email is sent. DecisionLayer's records of transmission to the contact information you have provided to DecisionLayer shall be considered conclusive with regard to determining if you have been provided notice of changes to this Agreement as set forth in Section 20. You are responsible for ensuring that your contact information on file with DecisionLayer is current and accurate.

22. Assignment.

Neither party may assign this Agreement without the advance written consent of the other party, except that DecisionLayer may (i) assign this Agreement in its entirety in connection with a reorganization or to a successor entity or (ii) assign this Agreement in connection with a consolidation, merger or sale of all or substantially all of DecisionLayer's equity or assets.

23. Subcontracting.

Subject to all applicable provisions hereof, DecisionLayer may utilize third-party providers in connection with the performance of its obligations under this Agreement as it deems appropriate (each a "Subcontractor").

24. Force Majeure.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond the reasonable control of such party, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures or delays of transportation, communications, or power supply. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to mitigate its effects and resume performance.

25. Miscellaneous.

The obligations of the parties shall be binding on and inure to the benefit of their respective heirs, successors, and assigns. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. No waiver hereunder shall be binding unless executed in writing by a duly authorized representative of the party to be bound thereby. Except as otherwise expressly set forth herein, all remedies, rights, undertakings, obligations and agreements contained in this Agreement will be cumulative and none of them, nor the exercise or failure to exercise any of them, will be in limitation of any other remedy, right, undertaking, obligation, or agreement of either party. This Agreement shall not be construed as creating a joint venture or other business relationship. This Agreement is for the sole benefit of the parties hereto and there are no third-party beneficiaries hereto. The captions and section headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. The construction of this Agreement shall not take into consideration the party who drafted or whose representative drafted any portion of this Agreement, and no canon of construction shall be applied that resolves ambiguities against the drafter of a document. Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense. References to Sections and Appendices are to Sections and Appendices of this Agreement unless otherwise specified. Whenever the words "include", "includes" or "including" are used, they are deemed to be followed by the words "without limitation." The words "herein," "hereof" and other words of similar import refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause, or other subdivision. The word "or" is not exclusive. The symbol "$", and all references to cash amounts, refer to United States dollars. This Agreement (including documents incorporated herein by reference) constitutes the entire agreement of the parties hereto and supersedes any prior written or oral agreements with respect to the subject matter hereof. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. To the greatest extent possible, any invalid provision shall be automatically deemed modified to the least extent necessary to render it a valid provision which most closely approximates the intent and effect of the invalid provision and, together with all other provisions of this Agreement, shall continue in full force and effect. Any provision of this Agreement that by its nature or express terms is intended to survive, or that does or is intended to operate subsequent to, the termination or expiration of this Agreement shall so survive, including without limitation: Section 1 (Arbitration), Section 7 (Third Party Sites), Section 10 (Updates), Section 11 (Security), Section 12 (Intellectual Property and User Materials), Section 13 (Disclaimers), Section 14 (AI Disclosures), Section 15 (No Legal Advice), Section 16 (Confidentiality), Section 17 (Limitation of Liability), Section 18 (Indemnification), Section 20 (Changes to these Terms), Section 21 (Notices), Section 22 (Assignment), Section 23 (Subcontracting), Section 24 (Force Majeure), and this Section 25 (Miscellaneous).