This Saifr Software License Agreement (“SSWA”) is a contract between Fidelity Labs LLC (“Saifr”) and you, or your employer or any other person or entity (if you are entering into this SSWA on such person or entity’s behalf) (the “Client” or “you”), governing your acquisition of a license to Saifr Software and related Services from Saifr. By clicking “I accept,” or by otherwise accessing or using the Saifr Software or distributing any portion or element of Saifr Materials, you agree to be bound by this SSWA. Saifr and Client are each referred to as a “Party” and collectively as “Parties” in this SSWA. Saifr Software and related Services are described below and in applicable Schedules.

1. Complete Agreement. This SSWA, including applicable Schedules, are the complete agreement regarding each transaction under this SSWA (collectively, the “Agreement”) under which Client may order a license to Saifr Software and acquire related Services.

• Schedules specify the charges and transaction details and include ordering documents (such as a purchase order), invoices, and service descriptions. There may be more than one Schedule applicable to a transaction.
• Any terms in a Schedule that conflict with this SSWA prevail over the terms of this SSWA but apply only to the specific Saifr Software or Services or transaction to which the Schedule applies.
• Additional or different terms in any purchase order or other communication from Client do not apply.

2. Saifr Software. “Saifr Software” is licensed to you for use through the Model Catalog experience made available and hosted by Microsoft Corporation (“Microsoft”) through its Azure AI Studio and Azure Machine Learning service (and future versions thereof) (the “Azure AI Model Catalog”). If separately authorized, Saifr Software may be deployed and run in your Microsoft Azure environment (the “Client Azure Environment”) through Microsoft applications that interact with Saifr Software. The licensed model for each Saifr Software will be specified in a Schedule along with any applicable additional terms or usage restrictions. Saifr Software includes the original and all whole or partial copies (whether provided by Saifr or Microsoft, or made by or on behalf of Client) and may consist of (i) pretrained models, software and algorithms, including machine-learning model code, trained model weights, inference-enabling code, training-enabling code, fine-tuning enabling code, instructions, data, and other elements of the foregoing (ii) components, files, and modules, (iii) audio-visual content (such as images, text, recordings, and pictures), and (iv) other works of authorship and licensed materials and documentation provided with or through Saifr Software. Unless otherwise stated in a Schedule, Saifr Software also includes any program and model updates, fixes, workarounds, or other support modules provided by Saifr.
3. Saifr Services. Each “Saifr Service” is described in a Schedule and may include limited technical support for particular Saifr Software. “Saifr Materials” means the specifications, manuals, materials, and other similar works of authorship (or any portion thereof) that are provided with Saifr Software and some Saifr Services. Saifr Materials include reports, training materials, audio or video files, programs, or other similar works.
4. Order Acceptance. Client accepts applicable Schedules by signing them, submitting an order that refers to them, or as otherwise specified in them. Client’s acceptance is consent for Saifr to enable the Saifr Software and Services for deployment and use in the Client Azure Environment (or Third-Party Platform). Saifr accepts Client’s order by confirming the order in accordance with applicable Schedules or enabling access to the Saifr Software or Services.
5. What Saifr Provides. Saifr provides the Saifr Software for deployment and use through the Azure AI Model Catalog. Saifr is also responsible for responding to support inquiries relating to the functionality and/or outputs of the Saifr Software and may provide generally available documentation (such as user guides) to support Client’s use of Saifr Software or Services.
6. What Client and Third Parties Provide.

• (a) Client Hardware, Software, and Systems. Client must provide all hardware, software, systems (such as the Client Azure Environment and/or Azure AI Model Catalog computing and processing services), any Client resources, and telecommunications networks and services that Client uses to access, use, or facilitate the use of any Saifr Software or Services (“Client-Specific Resources”). Client (and not Saifr) is solely responsible for obtaining appropriate intellectual property rights and licenses to use such Client-Specific Resources, ensuring they meet Client’s data security, retention, and backup requirements, and ensuring they operate properly and enable Client to receive and use the Saifr Software and related Services, in each case including hardware, software, and systems that the Saifr Software or Services are intended to operate with. Saifr is not responsible for Client-Specific Resources.
• (b) Third Party Platforms. Saifr Software and Services are made available to you through third parties’ (“Third-Party Hosts”) distribution and hosting platforms such as those provided by Microsoft through its Azure AI Model Catalog (“Third Party Platforms”). Saifr has no responsibility for Third Party Platforms or actions of the Third-Party Host, and makes no warranties, representations or commitments regarding the performance, operation, security, integrity, or any other aspect of Third-Party Platforms, including the processing or storage of any data contained therein. Your written agreements with the Third-Party Hosts govern your use of Third-Party Platforms and the Third-Party Host’s responsibilities to you, if any. The Third-Party Host is responsible for responding to support inquiries relating to the Third-Party Platforms. Third Party Hosts operate independently, and no agency, partnership, joint venture, or other legal relationship exists between the Third-Party Hosts and Saifr that would permit the Third-Party Hosts to undertake obligations on behalf of Saifr. As such, the Third-Party Hosts are not authorized to bind, nor make any warranties, representations, or commitments on behalf of, Saifr, or that relate to the Saifr Software and Services in any manner.

7. Right to Use and Client Responsibilities.

• (a) Right to Use. Subject to the remainder of the Agreement, including Client’s payment obligations under the Agreement, Saifr grants Client, the limited, revocable, non-exclusive, and non-transferable right to access, download, install, and use the applicable Saifr Software, related Services, and any Saifr Materials, for Client’s internal business purposes during the term, only for the use cases specified in an applicable Schedule. Such license includes the right to provide access to the Saifr Software and Services to Client’s authorized employees, representatives, and agents (collectively, “Authorized Users”). Client shall ensure that all Authorized Users comply with the terms of the Agreement. Saifr Software and Services may be accessed only by Authorized Users who, if applicable, have been issued valid user credentials by the Client. Additional terms (for example, as required by licenses to imbedded programs) may be provided in notices or files that are a part of particular Saifr Software or Services, and those terms also apply.
• (b) Client Responsibilities Regarding Use. Client’s Authorized Users may access and use Saifr Software and Services only to the extent of authorizations Client acquires. Client alone is responsible for (i) ensuring that its Authorized Users possess the knowledge, skill, experience, certifications, and other qualifications to perform on behalf of Client their roles relating to the Saifr Software and Services, and (ii) the use of Saifr Software and Services by anyone using Client’s or its Authorized User’s access credentials.

8. Prohibited Uses. Client must not use Saifr Software or Services: (A) other than as permitted by section 7 above, (B) with personal health data, credit card data, personal financial data, other personal information that may subject Saifr or its Affiliates to data privacy or data protection obligations and laws, for example, the Health Insurance Portability and Accountability Act, the Gramm-Leach-Bliley Act, and the Payment Card Industry Data Security Standards, in each case, except as specifically provided in an applicable Schedule or (C) for purposes or with Content (defined in section 11 (Content) below) that are, in either case, unlawful, harmful, obscene, offensive, or fraudulent. Examples of prohibited activities include advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, or violating third-party rights. Additionally, Client must not do any of the following: (i) decompile, decode, disassemble, or otherwise reverse engineer any portion of any Saifr Software or Service; (ii) combine a Saifr Software or Service or the results or output from Saifr Software or Services with Client’s contributions, materials, or other intellectual property, to create a solution that Client markets to customers or otherwise uses to compete with any Saifr Software or Services; (iv) sublicense, sell, rent, lease, provide service bureau or timeshare services, transfer, assign, transmit, distribute, retransmit, publish, or otherwise commercially exploit the Saifr Software or Services, any component thereof, or any licenses granted under this Agreement; (v) copy, replicate, modify, enhance, co-brand, create derivative works of, combine with other programs, or otherwise change the Saifr Software or Services; (vi) provide access to the Saifr Software or Services by framing the Saifr Software or Services in a domain not supported by Saifr; (vii) screen scrape, screen surf, or employ any other data scraping method; (viii) develop or have developed any product or service (including any datafile or database) using or based on any component of the Saifr Software or Services (including code, screen layout, content, or methodologies) or any data contained therein; (ix) knowingly interfere with or disrupt delivery or performance of the Saifr Software or Service; (x) scan, test, or probe the Saifr Software or Services; or (xi) exceed authorized usage limits. A violation of this Prohibited Uses section is a material breach.
9. Confidentiality

• (a) Client and Saifr (each as a “Discloser”) may each provide to the other (as a “Recipient”) certain confidential and proprietary technical and business information that the Discloser desires to be treated as confidential (“Confidential Information”). Confidential Information includes any information the Discloser identifies as confidential at the time of disclosure or that the Recipient knows or should reasonably know is confidential, in each case whether disclosed orally, in writing, or in any other manner. Additionally, Saifr’s Confidential Information includes, but is not limited to, each of the following that Saifr may provide access to relating to Saifr, its Affiliates, or Saifr Software or Services: source code and executable or machine code, user documents and technical materials, product lists, pricing information, model information and architecture, marketing materials, presentations, product demonstrations and the Agreement. As used in the Agreement, “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a Party (Saifr’s Affiliates expressly include, but are not limited to, FMR LLC and its subsidiaries).
• (b) The Recipient shall maintain the confidentiality of the Discloser’s Confidential Information using at least the degree of care it uses to maintain the confidentiality of its own confidential information of a similar nature. The Recipient may use and disclose relevant aspects of the Discloser’s Confidential Information to Recipient’s Affiliates and permissible assigns and its and its Affiliates’ employees, subcontractors, advisors, and agents, in each case (i) only to the extent reasonably necessary to perform its obligations, maintain or improve Saifr Software and Services, or enforce its rights under the Agreement and (ii) provided the Recipient (A) has enforceable agreements with such Affiliates, permissible assigns, employees, subcontractors, advisors, and agents requiring them to maintain the confidentiality of such information and (B) is responsible if they fail to do so. Except as otherwise permitted under the Agreement, the Recipient shall not use or disclose the Discloser’s Confidential Information to any third party.
• (c ) Information is not Confidential Information of the Discloser if it: (i) is or becomes publicly available other than through wrongful acts or omissions of the Recipient; (ii) is already known by the Recipient at the time of disclosure; (iii) is disclosed in good faith to the Recipient on a non-confidential basis by a third party having a lawful right to do so; or (iv) is independently developed by the Recipient or its Affiliates without reference to or use of the Discloser’s Confidential Information.
• (d) If the Recipient is required to disclose any portion of the Discloser’s Confidential Information pursuant to a subpoena, summons, order, or other judicial, regulatory, or governmental process, the Recipient shall use commercially reasonable efforts to promptly notify the Discloser so the Discloser may take such action as it considers appropriate, and shall thereafter disclose only the minimum portion of the Discloser’s Confidential Information that is required to be disclosed in order to comply with the request, whether or not a protective order or other order has been obtained.

10. Ownership

• (a) Saifr’s Ownership. As between Saifr and Client, title to, and ownership of, the Saifr Software and Services, and any Saifr Materials (excluding any Client Content therein), in each case including all patents, copyrights, and other intellectual property rights applicable thereto, and any derivative works, translations, customized versions, or other versions thereof, shall at all times remain solely and exclusively with Saifr and its Affiliates and licensors. In all cases, as described in section 11 (Content) below, Client or its licensors retain ownership of its Content, and Saifr will not use Content except as permitted under this Agreement.
• (b) AI Generated Materials. “AI Generated Materials” means creative works such as text, graphics, pictures, images, video, audio, and recordings, of any kind generated or derived by or from machine-learning or other artificial intelligence tools (“AI Tools”), used by Saifr as part of Saifr Software. Where copyright ownership by AI Tools is not permitted under applicable laws, either Party may use AI Generated Materials at its own risk and discretion, provided that in doing so it does not use or disclose the other Party’s Confidential Information in violation of this Agreement.
• (c ) Publicity. Advertising, press releases, public announcements, and public disclosures by either Party relating to the Agreement that include the other Party’s or its Affiliate’s name or language from which such name may be inferred, and all other use of the other Party’s or its Affiliate’s trade name, trademark, service mark, design, or logo will be coordinated with and subject to approval by both Parties prior to release or use, provided either Party may make disclosures as required under or permitted by applicable laws, subject to the Confidentiality section above.

11. Content

• (a) Content Client Provides. “Content” consists of all documents, videos, materials, data, software, and information that Client or its Authorized Users provide, authorize access to, or input to Saifr Software or Services. Client, or its licensors, retain ownership of Content. Client grants to Saifr, its Affiliates, and subcontractors of either, the rights and permissions to use, provide, transfer, and otherwise process Content as described in the Agreement. In any case, use of such Content with the Saifr Software and Services or inclusion of any excerpts from Content in any Saifr Materials will not affect Client’s ownership or license rights in Content. Content processed by Saifr is considered Client Confidential Information.
• (b) Use of Content. Saifr does not store or retain Content. Client agrees that Saifr, its Affiliates, and subcontractors of either, may (i) access and use the Content to provide and manage the Saifr Software and related Services, manage Saifr’s relationship with Client, in Saifr Materials provided to Client, and as otherwise authorized under the Agreement or required by applicable law or legal process, and (ii) use the results and output from Client’s use of the Saifr Software and Services (including from the review of Content in the Saifr Software and Services) and any Client feedback, to modify and improve the Saifr Software and Services (including the AI Tools that are part of such Software and Services), provided that in doing so the identity of Client and the source of such results, output, and feedback are not disclosed or identifiable.
• (c ) Client Responsibilities. Client is responsible for providing any required notices and obtaining all necessary rights and consents to permit use and processing of Content, including any individuals’ personal information or other regulated data, in connection with the Saifr Software and Services and as otherwise authorized by Client under the Agreement. If requested by Saifr, Client will provide copies or other appropriate evidence of such notices and consents. Client remains solely responsible for determining (i) its business and data security, retention, and backup requirements and the requirements of laws, in each case applicable to the Content and Client’s use of the Saifr Software and Services, and (ii) that Client’s use of the Saifr Software and Services meet those requirements. Saifr Software and Services may assist Client in performing some of Clients’ legal or business obligations (for example, regarding Content review and revision), but Client remains responsible for ensuring that Client complies with those obligations, including with respect to tasks that Client uses Saifr Software and Services to assist with.
• (d) Disabling Code. Neither Party will knowingly insert or allow to be inserted into the Saifr Software or Services, or systems used to provide the Saifr Software or Services, any code or other device that is designed to disable, damage, erase, delay or otherwise shut down all or any portion of the Saifr Software or Services or the hardware, software, systems or data used in providing the Saifr Software or Services or that permits any person to circumvent the normal security of the Software or Services or any system containing the code. Both Parties will use commercially reasonable safeguards to ensure information and Content transferred to the other Party is free of malware, viruses, and unauthorized or harmful code.

12. Changes to the Agreement and to Saifr Software and Services. Changes to the Agreement must be in writing accepted by both Parties. Saifr may change a particular Saifr Software or Services at any time and will notify Client of material changes in advance of such changes. Client accepts changes by placing new orders, continuing use after the change effective date, or allowing transactions to renew after receipt of the change notice.  
13. Warranties & Disclaimers.

• (a) Mutual Warranties. Each Party confirms that (i) it has been duly incorporated or organized and is validly existing as a legal entity under the laws of its state of incorporation or organization, (ii) it has full power and authority to execute and deliver the Agreement and to perform its obligations hereunder, (iii) this Agreement constitutes legal, valid, binding and enforceable obligations of such Party, and (iv) there are no material consents, approvals, authorizations, orders or notifications of, or declarations or filings with, any governmental, judicial or self-regulatory authority or organization, or consents, approvals, authorizations or notifications of any third party, or any other proceedings that are required in connection with the valid execution, delivery and performance of the Agreement or the related agreements by such Party, except as have been obtained or made prior to the date hereof or as are contemplated by the Agreement.
• (b) Saifr Warranties. Saifr warrants that it provides Saifr Software and Services using commercially reasonable care and skill in accordance with standard industry practices and as described in applicable Schedules.
• (c ) Disclaimers. Without negating the warranties provided by Saifr immediately above, Saifr does not warrant (i) uninterrupted or error-free availability or operation of the Saifr Software or Services or that it will correct all defects in the Saifr Software or Services or (ii) that Saifr Software or Services will satisfy any of Client’s obligations under laws or industry rules applicable to Client’s business or Content. Saifr’s warranties will not apply if there has been misuse, modification, damage not caused by Saifr, or failure to comply with written instructions provided by Saifr. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, SAIFR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR COMPATIBILITY, AND ANY WARRANTIES ARISING OUT OF CUSTOM, DEALING, TRADE, OR USAGE. SAIFR DOES NOT REPRESENT OR WARRANT THAT THE SAIFR SOFTWARE OR THIRD-PARTY PLATFORM WILL FUNCTION FOR THEIR INTENDED PURPOSES, MEET YOUR NEEDS, OR ELIMINATE, PREVENT, OR MITIGATE REGULATORY NONCOMPLIANCE FROM OCCURRING OR CAUSING HARM OR DAMAGE. The disclaimers in the Agreement also apply to Saifr’s Affiliates and Saifr’s and its Affiliates’ personnel, licensors, subcontractors, and distributors.
• (d) Performance Benchmarks. Performance benchmarks published or provided to you are for informational purposes only. Benchmark results may not reflect performance of the Saifr Software in your system or environment and are not intended to serve as a guarantee of similar results. Actual performance of the Saifr Software may vary due to a variety of factors and variables outside of Saifr’s control. You are responsible for assessing the suitability of the Saifr Software for your needs and Saifr makes no representations or warranties, express or implied, regarding the accuracy, reliability, or completeness of results or output from the Saifr Software or Services or the benchmark information.

14. Charges, Taxes, and Payment

• (a) Charges. Charges are specified in a Schedule. Client will pay Saifr charges via Automated Clearing House (“ACH”) or by such other method as agreed by the Parties. Saifr invoices are due when received and payable within 30 days of the invoice date or as otherwise set forth in the applicable Schedule. Unless otherwise specified in a Schedule, Saifr will invoice recurring charges at the beginning of the term stated in the applicable Schedule and any one-time charges upon acceptance of an order. Saifr does not give credits or refunds for any prepaid or other charges already due or paid, except as provided in the Agreement. Unless otherwise specified in a Schedule, Saifr may change pricing at any time.
• (b) Taxes. Unless Saifr is required to do so by law, Client is responsible for paying and remitting all taxes, duties, and similar levies (plus interest and penalties) arising from, assessed, claimed, or imposed on the Agreement or transactions under it. Such amounts are not included in the charges. Taxes and other levies that Saifr is required to collect will be in addition to the charges and will be identified in an invoice.

15. Limits of Liability.

• (a) Liability for Damages. Saifr’s entire potential liability for all claims in the aggregate related to the Agreement will not exceed the amount of any actual direct damages incurred by Client, up to the amounts paid for the Saifr Software or Service that is the subject of the claim during the 12 months preceding the first claim to arise, regardless of the basis of the claim. Saifr will not be liable for special, incidental, exemplary, indirect, or economic consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings, even if Saifr is aware of the possibility of any of the foregoing damages. These limitations and disclaimers apply collectively to Saifr, its Affiliates and its and its Affiliates’ personnel, licensors, and subcontractors.
• (b) What Damages are Not Limited. The above cap on the amount of damages does not apply to (1) third-party payments referred to in Section 16 (Saifr’s Responsibility for Infringement Claims) below or (2) damages caused by gross negligence or willful misconduct and other damages that cannot be disclaimed or limited under applicable laws.
• (c ) No Liability for Content or Client Responsibilities. Client acknowledges that Saifr Software and Services are not intended to replace Client’s legal, compliance, business, or other functions, including reviewers of Content, or to satisfy any of Client’s legal or regulatory obligations, including those regarding filing Content with regulators or storage or retention of Content. Client remains solely responsible for complying with applicable laws and industry rules, including determining that (1) Content and Client’s use of the Saifr Software complies with such laws, and (2) Content is appropriate for Client’s intended use. Client is solely responsible for ensuring that Content is timely filed with appropriate regulators (if required) and stored in compliance with applicable laws and industry rules. None of Saifr, its Affiliates nor its or its Affiliates’ personnel, licensors, or subcontractors are responsible or liable for any damages of any kind arising out of: (i) the Content, (ii) inaccuracies in, or Client’s use of, or reliance on, Saifr Materials, or other results or output from the Saifr Software or Services, (iii) Client’s failure to comply with requirements of applicable laws and industry rules, or (iv) loss of or failure to retain or backup Content or Client data. These disclaimers apply whether or not any Saifr Software or Services identified all or any part of Content for additional review or identified any possible Content revisions for Client’s consideration.

16. Saifr’s Responsibility for Infringement Claims.

• (a) Saifr’s Indemnification Obligations. If a third party asserts a claim against Client that a Saifr Software or Service infringes that party’s U.S. patent, copyright, or trademark, Saifr will defend Client against that claim and pay amounts finally awarded by a court against Client or included in a settlement approved by Saifr, in resolution of such claim.
• (b) Notice and Cooperation. To obtain Saifr’s defense against and payment of infringement claims, Client must promptly: (1) notify Saifr in writing of the claim; (2) supply information reasonably requested by Saifr; and (3) allow Saifr to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.
• (c ) Claims Not Covered. Saifr has no responsibility for any claim based on: (i) Client’s or a Third-Party Host’s modification of a Saifr Software or Service; (ii) any Client, Third-Party Host, or other third-party materials, technology, products or services or their combination or use with a Saifr Software or Service; (iii) Content or Saifr’s compliance with designs, or specifications provided by Client; (iv) Client’s use of Generated Materials; (v) Client’s violations of the Agreement, any law, or third-party rights or licenses; or (vi) Third-Party Platforms, including the Client Azure Environment where Saifr Software is installed or running, or other systems not controlled by Saifr, (v) Client’s failure to comply with open source or other license terms applicable to Saifr Software, (vi) Client’s use of a non-current version of Saifr Software after Saifr has made a more current version available; or (vii) Client’s or its Affiliates’ gross negligence or willful misconduct.
• (d) Claims Remediation. For any Saifr Software or Services that become the subject of a claim of infringement covered by Saifr’s indemnification obligations, Saifr, will, at its option: (i) modify or replace the affected portion of the Saifr Software or Service to make it non-infringing; (ii) obtain the right for Client to continue using the infringing portion of the Saifr Software or Service; or (iii) terminate Client’s use of such Saifr Software or Service and refund any amounts Client prepaid for Saifr Software or Service that remain unused for periods following such termination.
• (e) Sole Remedy. Saifr’s responsibilities under this Section 16 (Saifr’s Responsibility for Infringement Claims) are the entire obligation of Saifr, its Affiliates and its and its Affiliates’ personnel, licensors, and subcontractors regarding any claim of intellectual property infringement relating to the Agreement or any Saifr Software or Service.

17. Client Indemnity Obligations.

• (a) Covered Claims. If a third party asserts a claim against Saifr or any of its Affiliates arising out of (i) Client’s Content or the use of Content by Client or anyone authorized by Client, including use by Saifr or its Affiliates in performing Saifr’s obligations under the Agreement; (ii) Client-Specific Resources; (iii) Client’s breach of the Agreement; or (iv) the unauthorized access or use of Saifr Software or Services by Client, or anyone authorized by Client or using Client’s access credentials, then Client will defend Saifr or its Affiliates against that claim and pay amounts finally awarded by a court against Saifr or its Affiliates or included in a settlement approved by Client. Client’s indemnity obligations under this paragraph will not apply to the extent that the applicable claim results from Saifr’s or its Affiliates’ gross negligence or willful misconduct.
• (b) Notice and Cooperation. For any claim for which it seeks indemnification, Saifr will promptly: (i) notify Client in writing of the claim; (ii) supply information reasonably requested by Client relating to the claim; and (iii) allow Client to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts. Saifr shall have the right to participate in the defense of any such claim with its own counsel and shall be responsible for all fees and costs associated with the same. Client may not settle any action without Saifr’s consent if it imposes any liability or obligation on Saifr or its Affiliates.

18. Term and Termination

• (a) Term of a Saifr Software License or Saifr Service. The term of a particular transaction under the Agreement begins on the effective date stated in a Schedule. The Schedule will specify whether the Saifr Software license or the Saifr Service renews automatically, proceeds without expiring, or terminates at the end of a defined term.
• (b) Suspension of a Saifr Software License or a Saifr Service. To address security concerns, Saifr may temporarily modify or discontinue Saifr Software or Services. Additionally, Saifr may suspend or limit, to the extent it reasonably deems necessary, Client’s use of a Saifr Software or Service if Saifr reasonably determines there is or has been a: (i) material breach of Client’s obligations under the Agreement; (ii) security breach; or (iii) violation of law. Saifr will promptly notify Client of a suspension. If the cause of a suspension can reasonably be remedied, Saifr will inform Client of actions Client must take to reinstate the Saifr Software license or the Saifr Services. If Client fails to take such actions within a reasonable time, Saifr may terminate the license to the Saifr Software or the Saifr Services without liability.
• (c ) Termination of a Particular Transaction. Client may terminate a particular ongoing transaction under the Agreement on 30 days’ notice: (i) if a change to applicable laws or the applicable Saifr Software or Services causes Client to be noncompliant with applicable laws; or (ii) if Saifr notifies Client of a change to the Saifr Software or Services that has a material adverse effect on the Saifr Software or Services, provided that in either case Saifr may defer the termination for up to 90 days to work with Client to minimize such effect. In the event of any such termination, Saifr shall refund a prorated portion of any prepaid amounts for the applicable Saifr Software or Service for the period after the date of termination. Client may also terminate a particular transaction for Saifr’s material breach after giving Saifr written notice and reasonable time to comply. If the license to Saifr Software or the Saifr Services are terminated for any other reason, Client will pay to Saifr, on the date of termination, the total amounts due per the Agreement. Upon termination for any reason (including but not limited to expiration or nonrenewal of an Order, for cause or convenience, or for any other reason), Client’s license to the Saifr Software also automatically terminates, and Client agrees to immediately delete or return (in Saifr’s discretion) the Saifr Software, along with any whole or partial copies. Saifr may assist Client in transitioning Content to an alternative technology for an additional charge and under separately agreed terms.
• (d) Termination of this SSWA. Either Party may terminate this SSWA: (i) without cause on at least 120 days’ notice to the other; or (ii) for cause if the other is in material breach of the Agreement, provided the one who is not complying is given written notice and reasonable time to comply. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to successors and assignees. Termination of this SSWA does not immediately terminate ongoing transactions under applicable Schedules, and provisions of this SSWA relating to such transactions, as well as Client’s payment obligations regarding such transactions, remain in effect until fulfilled or otherwise terminated in accordance with their terms. Failure to pay is a material breach.
• (e) Termination Due to Insolvency. Either Party may terminate the Agreement if the other: (i) becomes or is declared insolvent; (ii) is the subject of any liquidation or insolvency proceedings or the appointment of a receiver or similar officer for such Party; (iii) makes an assignment for the benefit of all or substantially all of its creditors; (iv) enters into an agreement for the composition, extension, or readjustment of all or substantially all of its debts or obligations; or (v) files a voluntary bankruptcy petition or has an involuntary bankruptcy petition filed against it that is not dismissed within 60 days of its filing.

19. Governing Law

• (a) Choice of Law. The validity, interpretation, and performance of the Agreement will be governed and construed under the laws of Massachusetts (without regard to its conflicts-of-laws or choice-of-law provisions) to the extent such laws are not preempted by federal law. The parties agree that the Agreement (i) does not involve the sale of goods and is not subject to Article 2 of the Uniform Commercial Code or the United Nations Convention on Contracts for the International Sale of Goods and (ii) is not subject to the Uniform Computer Information Transactions Act.
• (b) Compliance with Laws. In connection with this Agreement, each Party is responsible for complying with laws and regulations applicable to its business and Content, including but not limited to, import, export, economic sanction, and anti-corruption laws and regulations, including defense trade control regime of any jurisdiction, including the International Traffic in Arms Regulations and those of the United States that prohibit or restrict the export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses, or end users. Neither Party will pay, offer, or accept any illegal or improper bribe, payment, or thing of value in connection with this Agreement.
• (c ) Severability. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect, and the Parties intend that such provision be deemed modified to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is legal and enforceable and that achieves the same objective.

20. General

• (a) Saifr’s Role. Saifr is an independent contractor, not Client’s agent, joint venturer, partner, or fiduciary. Neither Saifr nor any of its Affiliates perform any of Client’s regulatory obligations or assume any responsibility for Client’s business or operations. Saifr and its Affiliates are acting as information technology licensors and providers only. Saifr and its Affiliates are free to provide similar software and services to others and to use its general knowledge, skills, experience, and any ideas, concepts, know-how and techniques that are gained or improved in providing the Saifr Software and Services.
• (b) Personnel. Saifr is only responsible for determining the assignment of its and its Affiliates’ personnel, and their respective subcontractors, and for their direction, control, and compensation.
• (c ) Account Information. Saifr, its Affiliates, and subcontractors of either may use business contact information (such as names and email addresses) and certain account usage information (such as audit logs and other digital information gathered using tracking technologies, such as cookies and web beacons during use of the Saifr Software and Services) to communicate and manage business dealings with the Client, provide information to Third-Party Hosts with respect to Client’s access and use of Saifr Software, and to enable, provide, manage, support, administer, and improve Saifr Software and Services. This information is not Content. The Saifr Privacy Policy at https://www.saifr.ai/privacy/ provides additional details with respect to Saifr’s collection, use, and handling of these types of information. Client authorizes the use of business contact and account usage information as described in this section.
• (d) Assignment. Neither Party may assign the Agreement, in whole or in part, without the prior written consent of the other, except that Saifr may assign rights to receive payments and may assign the Agreement to an Affiliate of Saifr or in conjunction with the sale or divestiture of the portion of Saifr’s business that includes the Saifr Software or Services. Saifr may share the Agreement and related documents in conjunction with any permitted assignment. All provisions in the Agreement shall extend to, and be binding upon, the Parties and their respective successors and permitted assigns.
• (e) Affiliates. The Agreement applies to Saifr and Client and their respective Affiliates that provide or access Saifr Software or Services under a Schedule subject to this SSWA. The Parties shall coordinate the activities of their own Affiliates, employees, and agents under the Agreement.  
• (f) Notices and Administration. All notices under the Agreement must be sent in writing to the address specified by a Party in the Schedule. The Parties consent to the use of electronic means (including email and facsimile transmissions) for communications and notices as signed writings. Any reproduction of the Agreement made by reliable means is considered an original. The Agreement supersedes any course of dealing, discussions, agreements, or representations between the Parties with respect to the matters described herein. Where approval, acceptance, consent, access, cooperation, or similar action by either Party is required, such action will not be unreasonably delayed or withheld.
• (g) Claims. No right or cause of action for any third party is created by the Agreement or any transaction under it, and no party (including Third-Party Hosts) will be deemed a third-party beneficiary under the Agreement. Neither Party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose. Each Party will allow the other reasonable opportunity to comply before it claims the other has not met its obligations and will mitigate damages that would otherwise be recoverable from the other Party by taking appropriate, reasonable actions. The Parties waive all rights to trial by jury on any claim, cause of action, suit, or proceeding directly or indirectly related to this Agreement and agree that the venue for all judicial proceedings arising out of the Agreement shall be federal or state courts in Massachusetts.
• (h) Force Majeure. Neither Party is responsible for failure to fulfill its non-payment obligations to the extent that (i) performance would be prohibited by, or violate, any applicable law or order of any court or governmental authority or (ii) any delay or failure in performing its obligations results from a force majeure event, including acts of God, acts of civil or military authority, war, terrorism, quarantines, epidemics, natural disasters or catastrophes, strikes or other work stoppages, interruption of utilities or other necessary services or supplies, cyberattacks, or any other cause beyond the reasonable control of the affected Party. The affected Party will promptly notify the other describing in reasonable detail the circumstances and its obligations that are affected and use reasonable efforts to continue or recommence performance as soon as reasonably practicable.
• (i) Global Resources. The Agreement is entered in, and Saifr’s obligations and Client’s rights apply only in, the U.S. But Saifr may use Affiliates, personnel, resources, and subcontractors in locations worldwide to support the delivery of Saifr Software and Services. In any case, Saifr remains responsible for the obligations under the Agreement and will have appropriate agreements in place with subcontractors to enable Saifr to meet its obligations that may be performed by such subcontractor.
• (j) Waiver. A Party’s failure to enforce any provision of the Agreement shall not be construed as a waiver of future violations thereof and shall not prevent that Party thereafter from enforcing every provision of the Agreement. Except as otherwise provided, the rights granted to the Parties herein are cumulative, and the waiver by a Party of any single remedy shall not constitute a waiver of such Party’s right to assert all other legal remedies available under the circumstances.