PLATFORM SERVICES AGREEMENT

This Platform Services Agreement (“Agreement” or “Terms”) is a legally binding agreement between you (the “User,” “you,” or “your”) and Argoid Analytics, Inc. (“Argoid,” “Argoid,” “we,” “us,” “our”). You acknowledge and agree that your use of the Argoid platform (the “Platform”) and Argoid’s Solutions (as defined below) will be governed by this Agreement, our Privacy Policy, and any related terms. The Argoid and the User may be individually referred to as a “Party” and collectively as the “Parties” in this Agreement.

PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING OUR SERVICES, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU CAN FORM A BINDING CONTRACT; AND (C) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A ARGOID OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “USER” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR PLATFORM OR SOLUTIONS.

If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at support@argoid.com.
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1. INTRODUCTION TO ARGOID AND OUR PLATFORM

Argoid's Platform provides product recommendations and product search which improves engagement, conversions and customer lifetime value  (“Solutions”).  Argoid’s Solutions and Platform are only available for use outside the European Union. Our Solutions and Platform are not available for use by residents of, visitors to, or employees who reside in the European Union (collectively a “European”). If Users are a European, they should not download, register, and/or use our Solutions, or Platform.  If you do not agree to this Agreement, you shall not, and shall have no right to, use any of the Solutions or Services of Argoid.

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2. DEFINITIONS

A capitalized term not otherwise defined in this Agreement shall have the following meaning: 

• “Access Credentials” means any username, password, license or security key, phone number, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Platform and Solutions. 
• “Authorized Users” means all users, including but not limited to User’s employees, contractors, agents, who are authorized by User to access the Solutions, Services and the Platform pursuant to this Agreement. 
• “Confidential Information” means and includes all  privileged,  non-public information including (i) any information relating to either of the Parties or their affiliates which is disclosed under or in relation to this Agreement (in any medium or format, whether disclosed before or after the date of this Agreement and which is marked or described as confidential or is obviously of confidential nature); and (ii) any information, memoranda, notes, analysis or copies derived from the information set out above including information related to Solutions and Services. 
• “Derived Data” means information, data and other content that is derived by or through the Platform from Processing User Data and is sufficiently different from such User Data that such User Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content. 
• “Documentation” means any documentation provided by Argoid for use with the Platform under this Agreement.
• “Effective Date” means the date that User accepts this Agreement.
• “Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (b) prevent User or any Authorized Users from accessing or using the Services or Platform  as intended by this Agreement. 
• “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any source code, software, patent, copyright, trademark, trade secret, database protection, know-how, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 
• “Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
• “Marks” means a Party’s corporate or trade name, trademark(s), logo(s), domain names or other identification of such Party.
• “Permitted Use” means any use of the Solutions, Services or the Platform by the User or an Authorized User for the benefit of the User and/or its Authorized Users solely for their internal business operations. 
• “Process” means to take any action or perform any operation or set of operations, which is performed on personal data, User Data, content, or other information, whether or not by automated means, such as  including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. "Processing" and "Processed" have correlative meanings.  
• “Services” refer to the specific support services provided on Solutions that is hosted/ made available by the Argoid to User at the location mutually agreed by Parties in writing by way of an SLA.
• “Solutions” means the services, including access to the Platform and the services related thereto, any maintenance, training, configuration, data extraction, data feed, support, hosting, professional, and any other service provided by Argoid to User under this Agreement. 
• “User Data” means data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from User or an Authorized User by or through the Platform. For the avoidance of doubt, User Data includes the and information reflecting the access or use of the Platform by or on behalf of User or any Authorized User and personal information about User’s employees and contractors including business title, place of business, business email, etc. Further, any data of User’s customers provided to Argoid or collected by Argoid shall be in an aggregated and anonymized form.

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3. ACCESS TO SOLUTIONS.

• License Grant by Argoid. Grant of a license by Argoid to User is conditioned on User’s payment of the Fees (as defined below) and User’s and its Authorized Users’ compliance with the terms of this Agreement, Argoid hereby grants to User, and User hereby accepts, a limited, non-exclusive, non-transferrable, non-sublicensable, non-assignable right to access the Platform and Solutions in accordance with the terms of this Agreement. The right to access the Platform and the Solutions, granted hereunder, will apply in the Territory to the User and its Authorized User. 

• Licence Grant by User:

1. Subject to the terms of this Agreement, the User hereby grants Argoid a limited, worldwide, non-transferable, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the User Data solely for betterment of the Solution. 
2. Argoid may aggregate the User Data and on an anonymous basis wherein the data shall not contain any personally identifiable data (“Derived Data”). Argoid may use such information for feedback, testimonials, quality control, benchmarking, and any other lawful purposes. It is hereby clarified that the Derived Data, including any analysis or reports based on such Derived Data shall vest with the Argoid. 
3. User shall grant the Argoid a royalty-free, non-exclusive, non-transferable, limited license during the term of this Agreement to use User’s Marks in any of Argoid’s User lists, marketing and promotional materials, website of the Argoid and testimonials, solely for the purpose of identifying User as a client of Argoid.

• Platform and Solutions. 

1. Argoid will perform the Services and provide the Solutions in accordance with the terms and conditions set forth in this Agreement. 
2. Unless expressly stated in this Agreement, User acknowledges that this Agreement is a license and services agreement and the Argoid will not be delivering physical copies of the any software or other deliverables to User.

• Service Levels.  If Argoid agrees to provide the User with support services, Argoid will use commercially reasonable efforts to make the Argoid Platform and Solutions available to User twenty-four (24) hours a day, seven days a week in accordance with this Agreement during the Term, unless terminate earlier. User acknowledges and agrees that such availability is subject to planned maintenance downtime, and any unavailability caused by urgent maintenance or circumstances is beyond Argoid’s control. Argoid agrees to provide the level of support contracted by User in accordance with Argoid’s then-current published support guidelines available at https://www.argoid.ai/sla. Argoid may install from time to time bug fixes, patches, modifications and other maintenance releases to the Argoid Platform and Solutions as made commercially available to its Users.    

• Ownership. Except as otherwise expressly provided in this Agreement:

1. Argoid has and will retain sole control over the operation, provision, maintenance and management of the (a) Platform; and (b) the Solutions. Argoid will determine in good faith the selection, deployment, modification, support, maintenance, repair upgrades, updates, corrections, repairs, and replacement of the Platform and Solutions; 
2. Argoid shall retain all right, title and interest in and to the Solution, Services and any changes, corrections, bug fixes, enhancements, customizations, enhancement, derivations, updates and other modifications thereto, and all Intellectual Property Rights therein.
3. User has and will retain sole control over all User Data, User’s Marks and all User owned Intellectual Property Rights, except as set forth herein, and the operation, maintenance and management of, and all access to and use of, its systems, and sole responsibility for all access to and use of the Platform and Solutions by any Authorized Users by or through such systems or any other means controlled by User or any Authorized User; and
4. Argoid will have the right to review and monitor the use of the Platform and Solutions by User and its Authorized Users to ensure compliance with the terms of the Documentation, and this Agreement.

• Changes. Argoid reserves the right, in its sole discretion, to make any changes to the Platform and Solutions that it deems necessary or useful or requested by the User  to: (a) maintain or enhance the quality or delivery of Argoid’s services to its customers, the competitive strength of or market for Argoid’s services, or the cost efficiency or performance of the Platform; or (b) to comply with applicable law, provided Argoid will notify User in advance of making any changes to remove any material features or making any changes to any feature that is used by the User or any of its Authorized Users.

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4. REGISTRATION

• Eligibility. To be eligible to use our Solutions and Platform, Users must meet the following criteria and represent and warrant that they: (a) are not currently restricted from accessing our Platform, (b) are not our competitor, or are not using our Solutions or Platform for reasons that are in competition with us; (c) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which they are a party; (d) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (e) agree to provide at their cost all equipment, browser software, and internet access necessary to receive our Solutions and Services, and use our Platform.
• Setting up an Account. A User may only use our Platform and Solutions by registering on our Platform (“Registration”) by setting up an account on our Platform (“Account”). For setting up an Account, Users will be required to (a) enter their name, phone number, and email address, and (b) set up their Access Credentials including a username and password (“Password”) (collectively, the “Account Information”).
• Security of Accounts. User is solely responsible for (i) maintaining the confidentiality of its Access credentials, passwords and keys associated with its Argoid accounts, (ii) properly configuring and using the Argoid Platform Solutions, and Services in accordance with this Agreement, (iii) all activities that occur with respect to User’s accounts regardless of whether the activities are undertaken by it, its employees, its consultants or its agents, and (iv) backing up and protecting the User Data. User is solely responsible for preventing unauthorized access to or use of the Argoid Platform, Solutions, and Services, and notifying Argoid promptly of any unauthorized access or use. User agrees to reasonably cooperate with any of Argoid’s investigations into suspected or actual security issues and/or breaches of this Agreement.
• User Liability. User is liable for the failure of it or any of its Authorized Users for any violation of the provisions in this Section 4, including any person who obtains any Access Credentials of an Authorized User. User agrees to defend, indemnify, and hold Argoid and its Affiliates and their employees, directors, officers, contractors and agents from any and all Losses resulting from or in connection with a violation of this Agreement by it, its Authorized Users or any persons who gets access to the Access Credentials of its Authorized Users.

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5. RESTRICTIONS AND REQUIREMENTS.

• Responsibilities of Argoid.

1. Argoid will host, own the installation environment and maintain the Solutions operated and maintained by Argoid on the servers either procured by the Argoid or by User (as the case may be). In each case, the Argoid will have the complete control over the hosting environment.  
2. Argoid shall at all times extend support in a commercially reasonable manner.  The User will be entitled to receive standard updates / upgrades or newer versions of the Solution on mutually agreed terms. 

• Responsibilities of User.

1. User will cooperate with the Argoid at all times and provide all necessary inputs to the Argoid in carrying out Services and making available the Solutions.
2. User will be responsible for obtaining and maintaining at the User’s expense all the necessary computer hardware, software, modems, connections to the Internet and other items required for accessing the Services and Solutions.
3. User acknowledges that the Argoid’s ability to deliver the Services and Solutions in the manner provided in this Agreement may depend upon the accuracy and timeliness of Argoid provided information and assistance. 
4. User shall comply with all applicable local, state, national and laws in connection with its use of the Services and Solutions, including those laws related to data privacy, international communications, and the transmission of technical or personal data.   
5. The User shall notify the Argoid immediately of any unauthorized use of any or suspected breach of security of the Services and Solutions (in any manner) and work with the Argoid to stop any further unauthorized use of the Services and Solutions and minimize loss.
6. User shall cause all its end users and beneficiaries of the Services and Solutions to comply with the terms of the Agreement.

• Restrictions. User’s access to and use of the Platform or any Solutions is subject to the restrictions in this Section 5 (c). User agrees to be bound by and liable for the actions of its Authorized Users and will not permit any Authorized User to access or use the Platform or the Solutions, except as expressly permitted by this Agreement. The license granted to the User under this Agreement is personal and the User shall not, and shall not permit anyone to:

1. copy or republish the Services and/or Solutions in whole or part; 
2. except to Authorized Users, make the Services and/or Solutions available to any third party including its affiliates, subsidiaries and group companies (if relevant);
3. modify or create derivative works based upon the Solution and Services;
4. remove, modify or obscure any copyright, Marks or other proprietary notices contained in the Services and Solutions; 
5. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Solutions and Services;
6. access the Services and Solutions in order to build a similar product or competitive product or solution or any other purpose that is to the Argoid’s detriment or commercial disadvantage;
7. upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights;
8. bypass or breach any security device or protection used by the Platform or Solutions or access or use the Platform or Solutions other than by an Authorized User through the use of his or her own then valid Access Credentials;
9. take any action generally held to be impermissible by our third-party payment processor as indicated in their guidelines, instructions, policies are applicable;
10. input, upload, transmit or otherwise provide to or through the Platform or Solutions, any information or materials that User knows to be unlawful or injurious, or contain, transmit or activate any Harmful Code;
11. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Platform, Solutions, or Argoid's provision of services to any third party;
12. remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Solutions, including any copy thereof, provided that Argoid will not include its name or trademark or any proprietary rights notices in any feature that is User Client facing without User’s prior written consent;
13. access or use the Platform or Solutions in any manner or for any purpose that violates any applicable law;
14. access or use the Platform to communicate any message or material that is harassing, libelous, threatening, obscene or would violate the copyright or other intellectual property right or privacy right of any person or is otherwise unlawful or that would give rise to civil liability or that constitutes or encourages conduct that could constitute a criminal offense under any applicable law or regulation; 
15. otherwise access or use the Platform or Solutions beyond the scope of the authorization set forth in this Agreement or in any manner or for any purpose that is unlawful under applicable law. 
16. imply or state, directly or indirectly, that Users are affiliated with or endorsed by Argoid unless Users have entered into a written agreement with us;
17. use manual or automated software, devices, scripts robots, other means or processes to “scrape”, “crawl” or “spider” any web pages contained on our Platform; or
18. engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of Platform.

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6. PAYMENT OF FEES AND TAXES.

• Fees. There is a monthly subscription fee (“Subscription Fee”) for accessing and using Argoid Solutions, as provided at https://apps.shopify.com/argoid (“Subscription Plan(s)”). However, you can access, and use our Solutions at no cost for a limited period of time as detailed in https://apps.shopify.com/argoid (“Free Trial”). Upon the expiry of the Free Trial, the User will be either (i) automatically be charged the Subscription Fee in accordance with the chosen Subscription Plan in accordance with this Section 6(a), or (ii) receive a payment link from Argoid through which the Subscription Fee must be paid within three (3) days of receiving the link to continue using Argoid’s Solutions. As per the Subscription Plan chosen, Users will, in addition to the Subscription Fee, pay, if applicable, all customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes based on Argoid’s net income (“Taxes”). Based on the Subscription Plan selected by Users, the Subscription Fee and Taxes (together “Fees”) will be automatically deducted from the credit/debit card associated with the User’s account on a monthly basis. In the event automatic payment is rejected or is not processed to the satisfaction of Argoid, Users will receive a payment link from Argoid through which the Fee must be paid within three (3) days of receiving the link to continue using Argoid’s Solutions. All amounts payable to Argoid under this Agreement will be paid by User in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason or deduction or withholding of tax, other than as may be required by applicable law. 
• Non-Payment of Fees: If the timely payment of Fees, in accordance with Section 6 (a) is not made, The User will be notified of such non-payment within fifteen (15) days from when such Fees were due. Till the Fees are paid in full, the User’s access to our Platform and Solutions will be suspended. Argoid may also additionally pursue any other rights or remedies it may have against such Users.
• Amendment. Argoid reserves the right to amend the Fees upon thirty (30) days prior notice to User. In the event that we modify the Fees in the future, we will communicate such modification to Users via email or through User’s Account.

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7. TERM AND TERMINATION.

• Term. The initial term of this Agreement, will last for a period of one (1) month, beginning on the day the Account is successfully created and the Fees are paid, (“Initial Term”) and will automatically renew and extend each month based on User’s usage of Argoid’s Solutions and payment of Fees (each a “Renewal Term” and together with Initial Term, “Term”) unless the User cancels its Subscription Plan prior to such renewal.
• Termination by Argoid: Argoid reserves the right to terminate this Agreement and suspend a User’s Account for no reason or any reason, including, but not limited to, if Argoid reasonably believe: (a) Users have violated this Agreement (including non-payment of Fees), or Privacy Policy, (b) Users create risk or possible legal exposure for Argoid; or (c) the provision of our Solutions to Users is no longer commercially viable. In all such cases, this Agreement shall terminate, including, without limitation, User’s license to use our Services, Solutions and Platform. 
• Termination by Users: Users may cancel their Subscription Plan at any time by (i) selecting the option to cancel Subscription Plan on Users’ Account page, (ii) writing an email to support@argoid.com, or (iii) uninstalling the Argoid’s Solutions and Platform from your mobile app store.  Any payments processed after an effective termination by User will be promptly refunded by us. 
• Effect of Termination. Upon expiration or termination of this Agreement, (i) the licenses granted by Argoid to User pursuant to this Agreement will cease immediately, (ii) User will immediately cease all use of the Platform, Documentation, Solutions Services, and (iii) will promptly return, or at other Party’s request, destroy (and provide confirmation of such destruction), all Confidential Information of other Party (including without limitation the User Data). All other rights and obligations of the Parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination. All clauses which naturally survive the termination of the Agreement shall continue to apply. Further, upon termination the User will be responsible for removing the banners or ribbons from the site. Argoid will hold the right to make an exception on case to case basis.

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8. CONFIDENTIALITY

• Obligation of Non-Disclosure. Each Party at the receiving end of Confidential Information (each a “Receiving Party”) agrees that it (i) shall use and reproduce the Confidential Information of the other Party making disclosure of Confidential Information (the “Disclosing Party”) only for purposes of exercising its rights and performing its obligations under this Agreement and only to the extent necessary for such purposes, (ii) shall restrict disclosure of such Confidential Information to the Receiving Party’s employees, consultants, or advisors (“Representatives”) who have a bona fide need to know for such purposes provided that such Representatives are bound by confidentiality obligations, and (iii) shall not disclose such Confidential Information to any third party without the prior written approval of the Disclosing Party.  Notwithstanding the foregoing, it shall not be a breach of this Agreement for the Receiving Party to disclose Confidential Information if compelled to do so under law, in a judicial or other governmental investigation or proceeding, provided that, to the extent permitted by law, the Receiving Party has given the Disclosing Party prior notice and reasonable assistance to permit the Disclosing Party a reasonable opportunity to object to and/or limit the judicial or governmental requirement to disclosure.  
• Remedies. The Receiving Party agrees that a breach of this Section 8 may result in immediate and irreparable harm to the Disclosing Party that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the Disclosing Party will be entitled to seek equitable relief.

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9. WARRANTY.

Argoid warrants to User that during the Term, the Solutions will be substantially in accordance with the agreed specifications. The foregoing warranty shall not apply to performance issues due to reasons including and without limitation (i) caused by factors outside of Argoid’s reasonable control; (ii) that result from any improper actions or inactions of User or any third parties; or (iii) that result from User’s data structure, operating environment or equipment (iv) due to access and alteration of the Solutions by the User or its agents without the supervision of the Argoid; (v) due to access and alteration of the Solutions by the User or its agents without the authorization from the Argoid (vi) usage of Solutions contrary to the terms of this Agreement by the User in any manner whatsoever. Except for the express, limited warranty provided in Section 9, Argoid makes no warranties, express, implied, statutory, or otherwise, with respect to the Solution, Services or any other accompanying material provided hereunder.

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10. DISCLAIMERS

• Users’ access to and use of Argoid’s Platform and Solutions or any content are at their own risk. Users understand and agree that Argoid’s Platform and Solutions are provided to Users on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, ARGOID DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. 
• Argoid makes no warranty or representation and disclaims all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of Argoid’s Platform and Solutions or any content; (ii) any harm to User’s computer system, loss of data, or other harm that results from their access to or use of Argoid’s Platform and Solutions; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by Argoid’s Platform and Solutions; and (iv) whether Argoid’s Platform and Solutions will meet User’s requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through Argoid’s Platform and Solutions, will create any warranty or representation not expressly made herein.
• Argoid and its authorised representatives shall not be liable for any loss or damage or other consequences arising from any suspension, breakdown, withdrawal, interruption, technical flaw, the presence of virus or other malicious, destructive or corrupting code, programs on the Platform or otherwise and any consequent delay or failure in completion of any payment or other instructions as a consequence thereof arising from the use or inability to use the Platform.
• The Platform shall also have links to third-party websites, products and/ or services. Access or usage of such third-party links will be governed by the respective third-party terms and conditions at all times.

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11. LIMITATION OF LIABILITY.

EXCEPT FOR BREACH OF CONFIDENTIALITY AND USER'S MISAPPROPRIATION OF ARGOID'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, BUSINESS, GOODWILL, REVENUE, USE OR OTHER ECONOMIC ADVANTAGE OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE ARGOID FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED FEE PAID BY USER TO ARGOID FOR THE SOLUTIONS UNDER THIS AGREEMENT IN THE PRECEDING THREE (3) MONTHS.

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12. INDEMNIFICATION.

Users agree to indemnify, defend, and hold Argoid and Argoid’s officers, employees, managers, directors, customers, and agents (“Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Argoid and Argoid’s Indemnitees arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of Users, Authorized Users, User’s employees, agents, or contractors; (iii) incorrect information provided by Users or Authorized Users in their Account or elsewhere; (iv) allegation that User Data or any other materials, information documents, Data, software, content, or technology provided by or on behalf of User or any Authorized User infringe a third party’s Intellectual Property Right,or (v) a failure by Users or Authorized Users’ employees, agents, contractors or invitees to comply with applicable laws and regulations.

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13. PRIVACY POLICY.

Our Privacy Policy describes how Argoid will handle the personal and financial information Users provide to us when they register to use the Platform. Users understand that through their use of the Platform, they consent to the collection and use of this information, including the transfer of this information to other countries for storage, processing and use by Argoid and our affiliates

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14. ANTI-BRIBERY AND EXPORT COMPLIANCE.

Users agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer Argoid’s Platform or Solutions in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes. Without limiting the foregoing, Users will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) Argoid’s Platform or Solutions to any destination, person, entity or end-use prohibited or restricted under the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.

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15. COPYRIGHT INFRINGEMENT/DMCA NOTICE

If Users believe that any content on our Platform violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent. 

• Your physical or electronic signature;
• Identification of the copyrighted work(s) that you claim to have been infringed;
• Identification of the material on our Platform that you claim is infringing and that you request us to remove;
• Sufficient information to permit us to locate such material;
• Your address, telephone number, and email address;
• A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Argoid’s Copyright Agent to receive DMCA Takedown Notices is Srikanth GN, dmca@argoid.com, at Argoid Analytics, Inc, Attn: DMCA Notice, 355, Bryant Street San Francisco, CA 94107. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Argoid in connection with the written notification and allegation of copyright infringement.

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16. MISCELLANEOUS

• Assignment. Neither Party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, the Argoid may assign this Agreement to its affiliates, subsidiaries, or group companies. 
• Entire Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same Agreement. This Agreement, any annexures, and subsequent amendments thereto constitute the entire agreement between the Parties and supersede all previous agreements, oral or written, with respect to the subject matter of this Agreement.  This Agreement may not be amended without the prior written consent of both Parties.
• Force Majeure. Except for payment obligations, if either Party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the Party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, epidemics, lockdown, riots or civil disobedience, wars, strikes or labor disputes (other than those limited to the affected Party) (each, a “Force Majeure Event”), such Party’s performance shall be excused and the time for performance shall be extended accordingly provided that the Party immediately takes all reasonably necessary steps to resume full performance.
• Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of Delaware, United States. This Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any dispute regarding this Agreement will, upon written demand of a party, be resolved exclusively by final and binding arbitration. Arbitration will be conducted in (Santa Clara County, California, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties hereby waive their respective rights to trial by jury in any action or proceeding regarding this Agreement. If any action is pursued to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs.
• Relationship. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party.
• Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy.  
• Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Except as explicitly stated otherwise, any notices to Argoid shall be given by certified mail, postage prepaid and return receipt requested to Argoid Analytics, Inc.,  at 355, Bryant Street San Francisco, CA 94107. Any notices to you shall be provided to you through our Platform or given to you via the email address or physical address you provide to Argoid during Registration.
• Modifications. Argoid reserves the right, at its sole discretion, to change or modify this Agreement at any time. In the event, Argoid modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, or by posting a modified version of this page within a reasonable time period. Your continued use of our Solutions and Services shall constitute your consent to such changes.
• Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions of the Agreement will remain in full force and effect. 
• Non-Exclusive.  The Parties agree that this Agreement is non-exclusive and in no way limits or restricts Argoid’s ability to provide the Platform and Solutions to other customers.  

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Argoid Analytics Inc. 355, Bryant Street , San Francisco, CA 94107