End User License Agreement (EULA)

MOBILE APPLICATION ACCESS AND END USER LICENSE AGREEMENT

This Mobile Application Access and End User License Agreement (this “Agreement”) is a binding agreement between you (“End User,” “you” or “your”) and [NOVUS ENTITY] (“Company”). This Agreement governs your use of the COWS application (including all related documentation, the “Application”). The Application is licensed, not sold, to you.

THIS AGREEMENT TAKES EFFECT UPON YOUR ACCEPTANCE OF THIS AGREEMENT OR YOUR FIRST ACCESS TO OR USE OF THE APPLICATION, WHICHEVER OCCURS FIRST (the “Effective Date”). BY ACCESSING OR USING THE APPLICATION YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (II) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (III) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE AND ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE APPLICATION AND SHOULD REFRAIN FROM THE SAME.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES

1. Age Restriction. You must be at least eighteen (18) years of age to access the Application.

2. License Grant. Subject to your compliance with this Agreement and any applicable registration, invitation, access, or payment requirements, Company grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to:

a. download, install, access, and use the Application on one or more devices owned or controlled by you solely for your authorized internal business purposes; and

b. access and use the content, materials, features, functionality, and services made available through the Application, in each case solely in accordance with this Agreement, the Application’s documentation, and the access rights assigned to your account.

3. Your license is limited to the persons, entities, accounts, locations, records, and other information that you are authorized to access or use. You may not permit any other person to access or use the Application through your account.

4. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Company, you shall not:

a. copy the Application, except for copies automatically created as part of the authorized download, installation, backup, or operation of the Application;

b. extract, scrape, replicate, redistribute, reproduce, or otherwise use any proprietary methodology, criteria, reference material, benchmarking data, recommendation framework, database structure, or other proprietary data made available through the Application, except as expressly permitted under this Agreement;

c. use any data, output, content, reference material, or other information obtained through the Application to develop, train, test, validate, or improve any competing product, service, model, system, or dataset;

d. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

e. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

f. remove, delete, alter, or obscure any copyright, trademark, patent, confidentiality, attribution, or other intellectual property or proprietary-rights notice appearing in or on the Application or any copy thereof;

g. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any feature or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;

h. use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;

i. use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this Agreement, without Company’s prior written consent;

j. frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application, website, or service;

k. access, collect, submit, alter, disclose, or otherwise process information concerning any person, entity, location, property, or animal without all necessary authorization;

l. submit any data, content, photograph, image, observation, measurement, or other material that is false, misleading, manipulated, unlawful, infringing, or knowingly inaccurate;

m. use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party’s use of the Application; or

n. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

5. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

6. Access and Fees.

a. Access to Application. Access to the Application may be provided directly by Company or through a participating farm, feed mill, milk procurement company, channel partner, consultant, customer, distributor, or other sponsoring organization. Your access may depend on your role, organizational affiliation, invitation status, geographic location, or association with a particular farm or company.

b. Fees. The Application may be provided without charge, purchased directly from Company, or made available through a sponsoring organization. Any applicable fees, subscription period, renewal terms, taxes, payment requirements, and cancellation rights will be disclosed before purchase or set forth in a separate written agreement. If no fees are disclosed or separately agreed, no fee is due from you for access to the Application.

c. Commercial Agreements. A sponsoring organization’s purchase of or payment for access to the Application may be governed by a separate agreement between Company and that sponsoring organization. You are not entitled to enforce that separate agreement unless it expressly identifies you as a beneficiary.

d. Changes to Access. Company may modify the features, usage limits, access levels, or services made available to particular account types. If you have purchased a paid subscription directly from Company, any material change to the applicable fees or renewal terms will take effect only after notice required by applicable law.

7. Account Registration and Security

a. Account Information. You shall provide complete, current, and accurate account, contact, professional, organizational, farm, and affiliation information and promptly update that information if it changes.

b. Account Credentials. You are responsible for safeguarding your password, one-time password, authentication credentials, and account. You shall not share your credentials or allow another person to use your account. You shall promptly notify Company if you know or reasonably suspect that your account or credentials have been compromised.

c. Organizational Affiliation. Company may verify your identity, role, email address, organizational affiliation, association with a farm or company, and authority to access or submit information. Company may reject a registration or suspend, limit, reassign, or terminate access if it cannot verify that information or reasonably believes that your account is inaccurate, unauthorized, or improperly associated with an organization.

d. Organizational Administration. If your account is associated with a farm, feed mill, milk procurement company, channel partner, consultant, or other organization, authorized administrators or representatives of that organization may be able to invite or remove users, manage permissions, and access information associated with that organization, subject to the Application’s access controls and applicable agreements.

e. Responsibility for Account Activity. You are responsible for activity conducted through your account to the extent resulting from your acts, omissions, or failure to protect your credentials.

8. End User Data and Submitted Content

a. End User Data.

i. “End User Data” means information, photographs, images, observations, measurements, notes, comments, evaluation responses, farm information, animal information, production information, and other materials submitted to or collected through the Application by or on behalf of an End User. As between you and Company, you retain any ownership rights you may have in End User Data, subject to the license granted under this Agreement and any ownership, control, or other rights held by the applicable customer, sponsoring organization, or other third party.

ii. Organizational Data. End User Data submitted in connection with an organization, customer, sponsor, or other third-party account may be owned or controlled by that organization or third party rather than by the individual End User who submitted it. Nothing in this Agreement grants you ownership of, or a continuing right to access, End User Data owned or controlled by another person or entity.

iii. License to Company. You grant Company and its affiliates, service providers, contractors, and authorized reviewers a perpetual, irrevocable, worldwide, non-exclusive, sublicensable, transferable, royalty-free license to host, store, reproduce, display, transmit, format, adapt, modify, create derivative works from, combine, analyze, review, validate, and otherwise use and process End User Data to:

A. provide, maintain, secure, support, modify, and improve the Application;

B. provide the features, functionality, services, analyses, reports, recommendations, and other outputs made available through the Application;

C. review, verify, approve, reject, return, exclude, or request correction or resubmission of End User Data;

D. make End User Data and Application outputs available to authorized users, customers, sponsors, and other authorized recipients;

E. develop, test, validate, maintain, and improve methodologies, analytics, algorithms, automated tools, artificial-intelligence and machine-learning systems, and existing or future products and services;

F. identify, develop, recommend, market, and support products, services, programs, and commercial opportunities;

G. investigate errors, security incidents, misuse, unauthorized activity, or alleged violations of this Agreement;

H. satisfy Company’s contractual obligations to its customers, sponsors, and other authorized organizations; and

I. comply with applicable law and exercise or enforce Company’s legal rights.

The foregoing license includes the right to disclose End User Data to Company’s affiliates, service providers, contractors, customers, sponsors, authorized reviewers, and other recipients as reasonably necessary for the foregoing purposes, subject to applicable law and Company’s contractual obligations.

b. End User Representations. You represent and warrant that:

i. you have all rights, consents, permissions, and authority necessary to submit the End User Data and grant the rights provided in this Agreement;

ii. your collection and submission of End User Data complies with applicable law and any duties or restrictions applicable to you;

iii. the End User Data does not infringe, misappropriate, or otherwise violate any third-party right; and

iv. you will not knowingly submit materially false, misleading, manipulated, or inaccurate information or photographs.

c. Aggregated and De-Identified Information. Without limiting the foregoing license, Company may create, retain, use, disclose, license, and commercialize information derived from End User Data that has been aggregated or de-identified so that it does not reasonably identify an End User, identifiable individual, specific customer, or other identifiable source and otherwise satisfies applicable legal requirements for aggregated or de-identified information. Company may use such information for any lawful business purpose, including analytics, benchmarking, research, product development, Application improvement, development and training of automated or artificial-intelligence systems, operational planning, marketing, and commercial analysis. Company owns all right, title, and interest in and to such aggregated or de-identified information and any analyses, datasets, models, methodologies, or other materials created from it.

d. Privacy. Company will collect, use, disclose, retain, and otherwise process personal information submitted to or collected through the Application as described in Company’s Privacy Policy, available at [PRIVACY POLICY LINK] as may be amended from time to time. The Privacy Policy describes Company’s privacy practices but does not limit any rights or obligations regarding non-personal End User Data established under this Agreement or an applicable commercial agreement.

9. Data Access and Sharing

a. Role-Based Access. Access to End User Data and Application outputs may vary based on account type, role, organizational affiliation, geographic responsibility, assigned permissions, and applicable commercial agreements.

b. Authorized Recipients. End User Data and Application outputs may be made available to Company personnel, affiliates, service providers, contractors, authorized reviewers, the organization or customer associated with the applicable account, and other persons or entities authorized by Company or the applicable customer, sponsor, or account administrator. Such access is subject to the Application’s access controls and applicable commercial agreements.

c. Responsibility for Sharing. Before submitting information, you are responsible for understanding which persons and entities are authorized to access information associated with your account. You shall not submit information through an organizational account unless you are authorized to make that information available to the organization and its authorized representatives..

d. Access Following a Change in Affiliation. If your relationship with a customer, sponsoring organization, or other entity ends or changes, Company or an authorized account administrator may suspend or remove your access to information associated with that entity. Removal of your access does not require Company or the applicable entity to delete historical, organizational, or other data that it is otherwise entitled or required to retain.

10. Content and Services. The Application may provide access to scoring criteria, reference images, informational materials, explainer content, dashboards, benchmarks, suggested interventions, product information, links, websites, and other features or services (collectively, “Content and Services”). Certain Content and Services may be subject to additional terms presented through the Application or an associated website. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such terms and/or to register with the website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such terms will also be deemed a violation of this Agreement.

11. Geographic Availability. The Application is made available only in the countries and territories authorized by Company. Features, content, products, benchmarks, language support, and services may vary by location. You may not access or use the Application where such access or use is prohibited by applicable law, and you are responsible for compliance with laws applicable to your use of the Application.

12. Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Without limiting the foregoing, Company may impose limits on, modify, suspend, or discontinue any feature, functionality, usage allowance, output, or portion of the Content and Services at any time. Based on your device settings, when your device is connected to the internet either:

a. the Application will automatically download and install all available Updates; or

b. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

13. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

14. Term; Suspension and Termination.

a. Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.

b. Suspension or Termination by Company. Company may, without limiting any other right or remedy, suspend, limit, deactivate, or terminate your account or access to all or any portion of the Application immediately and without prior notice if:

i. you breach this Agreement or any additional terms applicable to the Content and Services;

ii. you engage in fraud, misuse, unauthorized access, unlawful conduct, or conduct that may expose Company or another person or entity to liability;

iii. information associated with your account is materially inaccurate, incomplete, outdated, or cannot reasonably be verified;

iv. you no longer have an authorized relationship or affiliation necessary for your access;

v. an authorized customer, sponsor, or account administrator requests the suspension or removal of your access;

vi. Company reasonably determines that suspension or termination is necessary to protect the Application, Company, its affiliates, another user, a customer, or a third party;

vii. Company is required or requested to do so by law, legal process, or a governmental authority;

viii. any applicable fee remains unpaid; or

ix. Company suspends or discontinues the Application or the applicable Content and Services.

c. Termination by End User. You may terminate this Agreement by discontinuing use of the Application, deleting the Application from all devices under your control, and requesting closure of your individual account through the procedures provided in the Application or by contacting Company at [SUPPORT EMAIL]. Termination of your individual account does not require Company or any authorized customer, sponsoring organization, or other entity to delete End User Data or other information that Company or such entity is entitled or required to retain.

d. Effect of Termination. Upon termination of this Agreement:

i. all rights granted to you under this Agreement shall also terminate;

ii. you shall immediately discontinue use of the Application and delete all copies of the Application from your devices;

iii. you may lose access to End User Data, reports, analyses, account history, and other information associated with your account;

iv. Company may retain and continue to use, disclose, and otherwise process End User Data and other information as permitted by this Agreement, Company’s Privacy Policy, applicable law, and any applicable agreement with a customer, sponsoring organization, or other authorized entity;

v. termination will not relieve you of any payment or other obligation accruing before the effective date of termination or entitle you to any refund; and

vi. Company may exercise any right or remedy available under this Agreement, at law, or in equity.

e. Survival. Any provision that by its nature is intended to survive termination of this Agreement will survive, including provisions concerning License Restrictions, Reservation of Rights, End User Data, Aggregated and De-Identified Information, Company’s intellectual-property and ownership rights, disclaimers, limitations of liability, indemnification, governing law, dispute resolution, and general terms.

15. Disclaimer of Warranties. THE APPLICATION, CONTENT AND SERVICES, REFERENCE MATERIALS, METHODOLOGIES, CALCULATIONS, ANALYSES, REVIEWS, REPORTS, RECOMMENDATIONS, ESTIMATES, AND OTHER OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, AND RESULTS, AND WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT:

a. THE APPLICATION OR ANY CONTENT, ANALYSIS, REVIEW, RECOMMENDATION, ESTIMATE, REPORT, OR OTHER OUTPUT WILL BE COMPLETE, ACCURATE, RELIABLE, APPROPRIATE, OR SUITABLE FOR ANY PARTICULAR PERSON, ENTITY, LOCATION, CONDITION, USE, OR PURPOSE;

b. END USER DATA OR OTHER SUBMISSIONS WILL BE COMPLETE, ACCURATE, CURRENT, PROPERLY CAPTURED, OR SUITABLE FOR REVIEW OR PROCESSING;

c. COMPANY’S REVIEW, APPROVAL, OR ACCEPTANCE OF ANY SUBMISSION WILL IDENTIFY EVERY ERROR, CONDITION, OR RELEVANT FACTOR;

d. ANY REVIEW, APPROVAL, REPORT, OR OTHER OUTPUT WILL BE COMPLETED OR MADE AVAILABLE WITHIN ANY PARTICULAR PERIOD;

e. THE APPLICATION WILL ACHIEVE ANY PARTICULAR OPERATIONAL, COMMERCIAL, FINANCIAL, OR OTHER OUTCOME; OR

f. THE APPLICATION WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, REMAIN COMPATIBLE WITH ANY DEVICE, SOFTWARE, SYSTEM, OR SERVICE, OR THAT ALL DEFECTS WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR STATUTORY RIGHTS, SO SOME OR ALL OF THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.

16. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY ANIMAL INJURY, ILLNESS, DEATH, OR REDUCED WELFARE; LOSS OF MILK, FEED, LIVESTOCK, REVENUE, PROFITS, SALES, BUSINESS OPPORTUNITY, GOODWILL, USE, OR DATA; COST OF SUBSTITUTE GOODS OR SERVICES; BUSINESS INTERRUPTION; PROPERTY DAMAGE; OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO: (a) your use of or inability to use the Application or Content and Services; (b) any decision, action, or omission based on the Application or any content, analysis, review, recommendation, estimate, report, or other output; (c) inaccurate, incomplete, outdated, manipulated, or improperly captured or submitted End User Data; (d) the approval, rejection, return, exclusion, correction, resubmission, or delayed review of any End User Data; (e) the acts or omissions of an End User, reviewer, customer, sponsor, or other third party; or (f) unauthorized access to, or the loss, alteration, corruption, disclosure, or unavailability of, data or other information.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE APPLICATION, CONTENT AND SERVICES, OR THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU DIRECTLY TO COMPANY FOR ACCESS TO THE APPLICATION DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING EXCLUSIONS AND LIMITATIONS APPLY WHETHER THE CLAIM ARISES IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THEIR POSSIBILITY, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY TO THE EXTENT THAT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE FOREGOING MAY NOT APPLY TO YOU.

17. Application Use.

a. You are responsible for providing complete and accurate registration, farm, animal, environmental, production, and evaluation information and for ensuring that photographs, observations, and measurements are captured and submitted in accordance with the Application’s instructions. You shall use the Application only for farms, animals, and organizations for which you are authorized to collect, submit, access, and share information.

b. You acknowledge that scoring requires user judgment, including comparison of submitted photographs and observations against reference materials. Provisional or user-selected scores and submitted evaluations may be reviewed by Company personnel or trained reviewers and may be approved, rejected, returned for correction, or excluded from reporting. You remain responsible for independently evaluating farm and animal conditions and for all decisions and actions taken based on the Application.

c. You shall exercise appropriate care when capturing photographs, counting respirations, observing animals, or otherwise using the Application in or around farms, livestock, vehicles, and equipment. You shall not use the Application when doing so would distract you from safely handling or approaching an animal, operating a vehicle or machinery, or performing any activity requiring your full attention, and you shall comply with applicable workplace, farm, animal-handling, and safety requirements.

d. Company or its authorized reviewers may review submitted End User Data and may approve, reject, return, exclude, or request correction or resubmission of such End User Data. Company’s review or approval indicates only that the applicable submission satisfied the review criteria applied by Company. Review or approval does not constitute an independent veterinary examination or investigation, verification of all submitted information, or representation or warranty that any End User Data or resulting output is complete, accurate, or suitable for any particular purpose. Company may exclude any End User Data from an analysis, report, recommendation, or other output if Company determines that such End User Data is incomplete, inaccurate, unsuitable, or has not satisfied the applicable review criteria.

18. Disclaimers. The following limitations apply to all scores, evaluations, recommendations, and other information provided through the Application.

a. Not a Veterinary or Animal-Health Provider. Company is not a veterinary practice or provider of veterinary medical services. The Application does not diagnose, prevent, monitor, treat, or cure any disease, injury, or other condition affecting an animal. Scores, reference materials, recommendations, product information, and other information provided through the Application are intended to support cow-comfort evaluations and farm-management discussions and should not be relied upon as veterinary advice, diagnosis, or treatment.

b. End User Participation is at End User’s Election and Risk. Your use of the Application, including your participation in any cow-comfort evaluation, is at your own risk. You are responsible for safely observing and approaching animals, capturing photographs, counting respirations, and entering complete and accurate evaluation data. You should consult a qualified veterinarian, animal nutritionist, farm manager, or other appropriate animal-care professional before making material changes to an animal’s treatment, feeding, housing, handling, or management practices based on information provided through the Application.

c. Informational Purposes Only. Any scores, benchmarks, recommendations, reference materials, or other information provided through the Application are intended solely to support general cow-comfort evaluation, farm management, and improvement planning. They are not intended to be relied upon as veterinary advice or as a substitute for an on-site evaluation or the professional judgment of a qualified veterinarian, animal nutritionist, or other animal-care professional. The information provided through the Application should not be used as the sole basis for diagnosing or treating an animal or making decisions concerning animal health, feeding, housing, handling, or welfare. You remain solely responsible for your decisions and actions.

d. Automated and AI-Generated Outputs. The Application may use calculations, algorithms, automated processes, artificial intelligence, or machine learning to analyze End User Data and generate classifications, estimates, analyses, reports, recommendations, or other outputs. Such outputs are generated from available data and applicable methodologies and are provided solely for informational, commercial, and decision-support purposes. Outputs are not independently verified measurements, professional advice, or guarantees of any condition, result, or outcome. Outputs may be inaccurate or incomplete because of data quality, user error, environmental conditions, methodological or technological limitations, or other factors. You are solely responsible for independently reviewing all outputs and determining whether and how to use them.

19. Indemnification. To the fullest extent permitted by applicable law, you shall indemnify, defend, and hold harmless Company, its affiliates, licensors, service providers, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, actions, proceedings, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:

a. your access to, use of, or misuse of the Application or Content and Services;

b. End User Data submitted by or through your account;

c. your lack of authority to access, collect, use, submit, disclose, or otherwise process any End User Data;

d. your violation of applicable law or any third-party right;

e. your breach of this Agreement; or

f. your negligence, willful misconduct, or fraudulent conduct.

Company will provide reasonable notice of any claim for which it seeks indemnification, provided that a delay in notice will not relieve you of your obligations except to the extent you are materially prejudiced by the delay. Company may, at your expense, assume exclusive control of the defense and settlement of any indemnified matter. You shall provide all cooperation reasonably requested by Company and may not settle any indemnified matter without Company’s prior written consent.

20. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

21. US Government Rights. The Application is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

22. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

23. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule. All controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association, except as otherwise provided in this Agreement. The place and seat of the arbitration shall be in St. Louis County, Missouri. The arbitration shall be conducted by one neutral arbitrator, regardless of the dollar amount at issue, appointed in accordance with the then current Arbitration Rules of the American Arbitration Association. An arbitrator’s judgment may be entered and enforced in any court of competent jurisdiction. No party may appeal an arbitrator’s judgment to any court. The substantially prevailing Party in any such controversy or dispute will be entitled to receive its reasonable costs and fees, including reasonable attorneys’ fees. THE PARTIES HERETO KNOWINGLY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH CONTROVERSY OR DISPUTE.

Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction in the courts of the State of Missouri, in each case located in St. Louis County, to prevent or remedy actual or threatened irreparable harm arising from a breach of this Agreement, including breaches relating to confidentiality, intellectual property, or ownership rights, without waiving the requirement to arbitrate the underlying dispute.

24. Entire Agreement; Separate Commercial Agreements. This Agreement and any additional terms expressly incorporated into this Agreement constitute the entire agreement between you and Company concerning your access to and use of the Application and supersede all prior or contemporaneous understandings between you and Company concerning that subject matter. Personal information will be processed as described in Company’s Privacy Policy. If access to the Application is provided under a separate written agreement between Company and a customer, sponsoring organization, or other entity, that separate agreement will govern the commercial relationship between Company and that entity in the event of a conflict. You are not entitled to enforce or receive any right or benefit under that separate agreement unless it expressly provides otherwise. As between you and Company, this Agreement governs your individual access to and use of the Application.

25. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.