Preamble

These General Terms of Service ("ToS") govern the access to, and use of the software-as-a-service platform and related services provided by Conduct AI under a commercial agreement between the parties (the "Agreement"). If not otherwise stated in the applicable Agreement, Conduct AI shall refer to Conduct AI Limited, a company incorporated under the laws of England and Wales, with its registered office at 7–9 Rathbone Street, London W1T 1LY, United Kingdom (Company Number: 15396489) ("Conduct AI").

1. Definitions

In these ToS, the following capitalized terms shall have the meanings set out below:

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting shares or the power to direct the management and policies of such entity.

1.2 "Authorized Users" means employees, agents, and independent contractors of Customer who are authorized by Customer to access and use the Services for Customer's internal business purposes and for whose actions Customer is liable.

1.3 "Background IP" means all pre-existing and independently developed intellectual property of either party, including but not limited to algorithms, AI models (including weights, checkpoints, and fine-tuning parameters), orchestration models, software, source code, data structures, designs, documentation, inventions and know-how.

1.4 "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Conduct AI's Confidential Information specifically includes the Platform, its AI agents (including their weights, algorithms, and logic), the Documentation, and all Background IP.

1.5 "Customer" means the customer identified on the Order Form who is party to this Agreement with Conduct AI (each a "Party" and collectively the "Parties").

1.6 "Customer Data" means any data, content, code (including SAP custom code), files, or information submitted, uploaded, connected, or transmitted by Customer or Authorised Users to the Services for processing.

1.7 "Documentation" means the official user guides, technical specifications, and service descriptions provided by Conduct AI (available online or within the Service), as updated from time to time.

1.8 "Fees" means the subscription fees and other charges specified in the applicable Order Form.

1.9 "Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade secrets, database rights, rights in software, know-how, algorithms, AI models (including weights, checkpoints, and fine-tuning parameters), orchestration models, data structures, and any other form of intellectual property rights recognized in any jurisdiction, whether registered or unregistered.

1.10 "Order Form" means the ordering document (online or offline) specifying the Services to be provided, the Fees, the Subscription Term, the applicable governing law and jurisdiction, and any additional terms, entered into between Customer and Conduct AI.

1.11 "Output" means the reports, analyses, code documentation, and other content generated by the Services specifically for Customer based on the Customer Data.

1.12 "Platform" means the Conduct AI software-as-a-service platform, including its AI-based agents, analysis tools, and any related support services, made available by Conduct AI to Customer via the internet.

1.13 "Services" means the Platform, the AI agents, the Documentation, and any related professional, support or enablement services made available by Conduct AI to Customer under this Agreement.

1.14 "Third-Party Software" means any software, platform, or service not provided by Conduct AI that Customer uses in conjunction with, or that the Services connect to or interact with, including but not limited to SAP, Salesforce, Jira, ServiceNow, Palantir and any other enterprise software systems.

1.15 "Usage Data" means aggregated, anonymized, or de-identified technical data, metadata, and usage statistics derived from Customer's use of the Services (e.g., query logs, latency metrics, feature usage patterns), which does not reveal the identity of Customer or any Authorized User and does not contain Customer's Confidential Information or Personal Data.

2. Subject of the Agreement & Provision of Services

2.1 Provision of Services. Subject to the terms and conditions of this Agreement and payment of the applicable Fees, Conduct AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Services during the Subscription Term solely for its internal business purposes. The Services are offered as a Software-as-a-Service (SaaS) solution; Customer has no right to receive a copy of the underlying software code or to run the software on its own servers (on-premise), unless expressly agreed otherwise in writing.

2.2 Service availability. Conduct AI shall use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which Conduct AI shall give advance electronic notice); and (b) any unavailability caused by circumstances beyond Conduct AI's reasonable control, including, for example, an act of God, act of government, flood, fire, civil unrest, act of terror, strike or other labour problem, internet service provider failure or delay, or denial of service attack.

2.3 Updates and improvements. Conduct AI continuously develops its platform ("Continuous Deployment"). Conduct AI reserves the right to update, upgrade, or modify the Services at any time to improve functionality, security, or performance, provided that such modifications do not materially degrade the overall functionality of the Services subscribed to by Customer. For the avoidance of doubt, updates to the versions of commercially available AI models already integrated into the Platform (e.g., new releases of OpenAI GPT, Anthropic Claude, or similar models) do not require Customer approval. Customer approval shall be required prior to the integration of AI models from an entirely new provider not previously used in the provision of the Services.

2.4 Artificial intelligence. Customer acknowledges that the Services utilise probabilistic artificial intelligence and machine learning technologies. Due to the nature of these technologies, Output generated by the Services: (a) may not be error-free or fully accurate ("Hallucinations"); (b) constitutes a recommendation or suggestion only; and (c) requires human review and verification before being acted upon ("Human-in-the-Loop"). The Services are designed to assist Customer's professionals, not to replace professional judgement or decision-making. Customer remains solely responsible for any decisions made or actions taken based on the Output. Conduct AI's use of third-party AI model providers in delivering the Services is governed by the Conduct AI Artificial Intelligence Annex ("AI Annex"). The AI Annex available at https://conduct-ai.notion.site/ai-annex shall be annexed to or incorporated by reference into the Agreement.

3. Customer Obligations

3.1 Access and security. Customer is responsible for all activities conducted under its Authorised Users' logins. Customer shall (a) ensure that Authorised Users keep their access credentials confidential; (b) promptly notify Conduct AI of any unauthorised access or security breach; and (c) use industry-standard security measures (e.g., multi-factor authentication) to protect its accounts.

3.2 Acceptable use policy. Customer shall not, and shall not permit any third party to: (a) copy, modify, disassemble, decompile, or reverse engineer the Services, the AI agents, or the underlying source code (except to the extent such restriction is prohibited by mandatory applicable law); (b) use the Services to build a competitive product or service, or to benchmark the Services against a competing product; (c) use the Output or the Services to train, fine-tune, or generate training data for any third-party artificial intelligence models; (d) transmit any viruses, malware, or harmful code; or (e) use the Services for any illegal purpose or in violation of third-party rights.

3.3 Anti-enhancement. Customer shall not use any Confidential Information, knowledge of Conduct AI's technology, product architecture, algorithms, AI models, or platform design obtained through this Agreement or the use of the Services to create, enhance, develop, or market any product or service that competes with or replicates the functionality of Conduct AI's products or services. This restriction shall survive termination of this Agreement for a period of two (2) years.

3.4 Compliance and export control. Customer represents that it is not named on any government denied-party list. Customer shall not permit Users to access or use the Services in a US-embargoed country or in violation of any applicable export law or regulation, including the export control laws and sanctions regulations of the European Union (EU), the United Kingdom, and Switzerland (SECO).

3.5 Data backup. Conduct AI performs regular system backups for the continuity of the Services. However, Customer acknowledges that the Services are not an archiving solution. Customer is solely responsible for maintaining appropriate backups of its Customer Data and Output on its own systems. Conduct AI shall not be liable for any loss of data that could have been avoided by Customer maintaining such backups.

3.6 Third-Party Software licensing. Customer is solely responsible for maintaining all required licences, subscriptions, and authorisations for any Third-Party Software that Customer uses in conjunction with the Services. This includes, without limitation, any SAP Named User Licences, indirect/digital access licences, Salesforce API access rights, Jira licences, or any other third-party licences that may be required as a result of Customer's use of the Services. Conduct AI shall have no liability for any additional licence fees, penalties, or costs imposed by third-party software providers in connection with Customer's use of the Services. Customer shall indemnify and hold harmless Conduct AI against any claims, costs, or liabilities arising from Customer's failure to maintain adequate Third-Party Software licences.

4. Intellectual Property Rights

4.1 Conduct AI ownership (Platform IP). As between the parties, Conduct AI retains all right, title, and interest, including all Intellectual Property Rights, in and to the Platform, the Services, the AI agents (including their weights, algorithms, and logic), the Documentation, and any modifications, improvements, or derivative works thereof ("Conduct AI IP"), regardless of whether such modifications or improvements were inspired by or arose in connection with work performed under this Agreement. No ownership rights in Conduct AI IP are transferred to Customer under this Agreement.

4.2 Assignment of derivative works. In the event that Customer creates, develops, or commissions any product, software, or service that constitutes a derivative work of, or is substantially based on, Conduct AI IP or Background IP, in contravention of this Agreement, Customer hereby agrees to assign and does assign to Conduct AI all right, title, and interest in such work.

4.3 Customer ownership (Customer Data). As between the parties, Customer retains all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data.

4.4 License to process. Customer grants Conduct AI and its Affiliates a worldwide, limited, non-exclusive, royalty-free licence to access, host, copy, transmit, and process Customer Data solely: (a) to provide, maintain, and secure the Services for Customer; (b) to prevent or address service or technical problems; and (c) as compelled by law.

4.5 Ownership of Output. Subject to Customer's payment of all Fees and compliance with this Agreement, Customer owns all right, title, and interest in and to the specific Output generated by the Services for Customer. For the avoidance of doubt, Conduct AI retains ownership of any underlying templates, generic frameworks, or pre-existing Conduct AI IP embedded in the Output.

4.6 Residual knowledge and AI Improvement. Conduct AI shall have the right to collect, analyse, and use Usage Data for its internal business purposes, including to: (a) improve the Services; and (b) develop new features. Provided, however, that Conduct AI shall never use Customer Data (including Customer's specific SAP custom code or business logic) for such purposes. The Platform is a commercial off-the-shelf product. Continuous improvements benefit all customers and enhance the security and reliability of the Platform as a whole.

4.7 Background IP. Each party retains all right, title, and interest in and to its Background IP. Nothing in this Agreement shall grant the other party any rights, licences, or implied rights to such Background IP, except as expressly set forth herein.

4.8 Feedback. Customer grants Conduct AI a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into its Services any suggestions, enhancement requests, or other feedback provided by Customer or Authorised Users.

4.9 Open source software. Conduct AI warrants that the Platform does not incorporate any open source software under copyleft licences that would require Customer to disclose, distribute, or license its own proprietary code, including its SAP custom code, as a condition of using the Services.

5. Fees, Payment & Taxes

5.1 Fees and structure. Customer shall pay the fees specified in the applicable Order Form ("Fees"). The Order Form serves as the definitive source for the specific fee types, amounts, and billing cycles. Fees may include but are not limited to: (a) "Recurring Fees", i.e. fixed fees for platform access, licences, or specific add-on modules, typically invoiced annually in advance; (b) "Consumption Fees", i.e. variable fees based on actual usage (e.g., AI token consumption, compute hours, storage, or other metered metrics), typically invoiced quarterly in arrears; (c) "Service Fees", i.e. fees for professional services, as detailed in the Order Form; and (d) "One-Time Fees", i.e. non-recurring charges for setup, implementation, or workshops.

5.2 Payment terms. Unless otherwise specified in the Order Form, all invoices are due and payable within ten (10) business days from the invoice date. All invoices shall be paid within ten (10) business days. Customer acknowledges that the Fees cover the availability of the Services for the entire Subscription Term and are non-cancellable. Consequently, any decision by Customer to migrate to a third-party provider prior to the end of the Term does not release Customer from the obligation to pay the full Fees for the remainder of the Term, which the Parties agree constitute the agreed price for the service availability and not an early termination penalty.

5.3 Taxes. All Fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, levies, or duties. In cross-border transactions, this may lead to the applicability of a reverse charge mechanism (or equivalent local laws). Customer is responsible for accounting for such VAT.

6. Confidentiality

6.1 Obligations. The Receiving Party shall: (a) use Confidential Information solely for the purpose of performing this Agreement; (b) restrict disclosure of Confidential Information to those of its Affiliates, employees, and contractors who need to know such information and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation; (c) is received from a third party without breach of any obligation; or (d) was independently developed by the Receiving Party without use of the Confidential Information.

6.3 Compelled disclosure. The Receiving Party may disclose Confidential Information if required by applicable law or court order, provided that the Receiving Party gives the Disclosing Party prior notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order.

6.4 Duration. The obligations under this Section 6 shall survive the termination or expiration of this Agreement for a period of five (5) years. However, any Confidential Information constituting a trade secret (within the meaning of, e.g., the German GeschGehG, the UK Trade Secrets (Enforcement, etc.) Regulations 2018, or equivalent applicable laws) shall remain protected for as long as it qualifies as a trade secret under applicable law.

7. Data Protection & Security

7.1 Roles of the Parties. The Parties acknowledge that in relation to the processing of Personal Data contained in Customer Data, Customer acts as the Controller and Conduct AI acts as the Processor (as defined under applicable law, e.g. EU GDPR, UK GDPR).

7.2 Data processing agreement. To the extent that Conduct AI processes personal data on behalf of Customer in a manner that requires a data processing agreement under applicable data protection law (e.g., Article 28 EU GDPR, UK GDPR), the Parties shall negotiate and execute an appropriate Data Processing Agreement ("DPA") prior to the commencement of such processing. The DPA, available at https://conduct-ai.notion.site/dpa shall be annexed to or incorporated by reference into the applicable Order Form.

7.3 Security measures. Conduct AI shall maintain appropriate technical and organisational measures designed to protect the security, confidentiality, and integrity of Customer Data.

8. Warranty & Disclaimers

8.1 Limited warranty. Conduct AI warrants that, during the Subscription Term, the Services will perform materially in accordance with the applicable Documentation.

8.2 Remedy. If the Services fail to conform to this warranty, Customer's exclusive remedy and Conduct AI's sole obligation shall be for Conduct AI to make commercially reasonable efforts to correct the non-conformity. If Conduct AI cannot correct the breach within a reasonable time, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid Fees for the remainder of the term.

8.3 General Disclaimer ("As Is"). Except as expressly provided in Section 8.1, the Services are provided "as is" and "as available". Conduct AI disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

8.4 AI Specific Disclaimer. Conduct AI does not warrant that the Services will be uninterrupted or error-free, nor that the AI-generated Output will be fully accurate, unbiased, or suitable for Customer's specific use case. Customer accepts the probabilistic nature of the AI agents. The Output is provided on an "as-is" basis. Conduct AI does not warrant the absolute accuracy of AI-generated documentation in complex SAP environments.

9. Limitation of Liability

9.1 Unlimited liability. Conduct AI is liable without limitation for damages caused by intent, gross negligence, injury to life, body or health, under the Product Liability Act, or any other mandatory statutory liability.

9.2 Cardinal duties. In cases of slight negligence, Conduct AI is liable only for the breach of essential contractual obligations (e.g. called "Kardinalspflichten"). In such cases, liability is limited to the foreseeable, contract-typical damage.

9.3 Exclusion. To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, or consequential damages, including loss of profits, loss of data, or business interruption.

9.4 Cap. Conduct AI's total aggregated liability is capped at the Fees paid by Customer in the preceding twelve (12) months immediately preceding the event giving rise to the claim.

9.5 Third-Party Software. Conduct AI shall have no liability whatsoever for any costs, fees, penalties, or damages arising from or related to Customer's Third-Party Software licensing arrangements, including but not limited to indirect or digital access licence fees imposed by SAP SE or any other third-party software provider.

10. Term and Termination

10.1 Term. The initial term of this Agreement is specified in the Order Form.

10.2 Termination for cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) commits a material breach and fails to cure such breach within thirty (30) days of notice; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency.

10.3 Effect of termination. Upon termination, Customer's right to use the Services ceases immediately. Conduct AI shall delete Customer Data within ninety (90) days, unless a longer retention is required by law. Conduct AI shall refund prepaid fees on a pro-rata basis if termination is due to Conduct AI's breach.

10.4 Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 3.3 (Anti-Enhancement), 4 (Intellectual Property Rights), 5 (Fees, to the extent amounts remain outstanding), 6 (Confidentiality), 9 (Limitation of Liability), and this Section 10.4.

11. Final Provisions

11.1 Marketing reference. The existence of the partnership may be disclosed by either party. This includes in particular using the partner's logo on a website. Details of the partnership and agreement may not be disclosed without prior consultation between the parties. Campaigns such as press releases will be agreed upon between the parties. Customer may revoke the logo usage right at any time for future use by sending an email to admin@conduct.ai.

11.2 Written Form. Amendments to this Agreement must be in writing (including electronic signature tools like DocuSign).

11.3 Severability. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force. The Parties shall instead work towards agreement of a replacement provision that most closely reflects the effects of the invalid provision in a legally permissible manner.

11.4 Entire Agreement. This Agreement, together with the Order Form and any documents incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, proposals, and agreements, whether oral or written.

11.5 Third-party integrations. Conduct AI may provide optional integrations with independent third-party services (e.g., via APIs). These integrations are governed by the respective third-party's terms. Conduct AI is not liable for issues arising from such optional services, including but not limited to data breaches, interruptions of the Service, or misuse of Customer Data by these third-party providers or services. Conduct AI engages subprocessors to provide part of the Service, in particular hosting, storage, and operational support. Conduct AI is liable for the actions of these subprocessors in accordance with the liability provisions outlined in Section 9.

11.6 Governing law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws specified in the Order Form, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts specified in the Order Form. In the absence of a specification in the Order Form, the laws of Germany shall apply and the courts of Munich shall have exclusive jurisdiction.

12. Local Law Variances

12.1 USA. If Customer is domiciled in the United States of America, the following provisions shall apply in addition to or in modification of these ToS. In the event of a conflict between this Section 12 and any other provision of these ToS, this Section 12 shall prevail.

12.2 Warranty disclaimer. THE SERVICES, THE PLATFORM, THE OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONDUCT AI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

12.3 AI-specific disclaimer. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT AI-GENERATED OUTPUT IS PROBABILISTIC IN NATURE AND MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES ("HALLUCINATIONS"). CONDUCT AI DOES NOT REPRESENT OR WARRANT THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR ANY RELIANCE ON, OR USE OF, THE OUTPUT, INCLUDING WITHOUT LIMITATION ANY DECISIONS MADE OR ACTIONS TAKEN BASED THEREON.

12.4 Limitation of liability.

12.4.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONDUCT AI OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUBCONTRACTORS (COLLECTIVELY, THE "CONDUCT AI PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE CONDUCT AI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.4.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE CONDUCT AI PARTIES FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO CONDUCT AI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

12.4.3 THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THIS AGREEMENT.

12.5 Statute of limitations. Any claim or cause of action arising out of or relating to this Agreement must be brought within one (1) year after the cause of action accrues; otherwise, such claim or cause of action is permanently barred. This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

12.6 Dispute resolution and arbitration.

12.6.1 Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or invalidity thereof, shall be finally resolved by binding arbitration administered under the Rules of the London Court of International Arbitration (LCIA). The seat of arbitration shall be London, England. The language of the arbitration shall be English. The tribunal shall consist of one (1) arbitrator appointed in accordance with the LCIA Rules.

12.6.2 The arbitrator shall have no authority to award punitive, exemplary, or treble damages, or any damages excluded by, or in excess of any limitations set forth in, this Agreement. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

12.6.3 CUSTOMER AND CONDUCT AI EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST CONDUCT AI.

12.6.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its Intellectual Property Rights or Confidential Information.

12.7 Export controls and US Gov users. Customer represents and warrants that it is not named on any U.S. government denied-party list, including the Specially Designated Nationals and Blocked Persons List (SDN List), the Entity List, the Denied Persons List, or the Unverified List. Customer shall not export, re-export, or transfer the Services or any Output in violation of any applicable U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). The Services and Documentation are "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. §12.212. If the Services are being acquired by or on behalf of the U.S. Government, the Government's rights are limited to those specifically granted in this Agreement, consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202.

12.8 Governing law. For Customers domiciled in the USA, this Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.