Chicory AI Customer Agreement

Terms and Conditions

This Chicory AI Customer Agreement (this “Agreement”) is entered into by and between Karbonara, Inc., a Delaware corporation (“Karbonara” and “Chicory"), and Customer (as defined below), and shall apply to Customer’s use of Chicory’s AI solution for customers to automate data workflows (the “Chicory Product”) ordered by Customer pursuant to one or more ordering documents entered into between Customer and Chicory or online orders made by Customer that set forth the specific Chicory Product and applicable pricing and subscription term thereof ("Order Form"). This Agreement and such Order Forms, which are hereby incorporated into, supplement and form a part of this Agreement, represent the parties’ entire understanding regarding the Chicory Product and shall control over any different or additional terms of any purchase order or other non-Chicory ordering document, and no terms included in any such purchase order or other non-Chicory ordering document shall apply to the Chicory Product. In the event of a conflict between this Agreement and an Order Form, the terms of the Order Form shall control. “Customer” means the company or other legal entity that entered into an Order Form. You represent that you have the authority to bind Customer to the terms of this Agreement. If you do not agree to the terms of this Agreement, or if you are not authorized to accept this Agreement on behalf of your organization or entity, do not access or use the Chicory Product.

1. Definitions

1.1. The following terms, when used in this Agreement will have the following meanings:

“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Chicory for the Chicory Product.

"Chicory Code” means any software plugins, applications or other code provided by Chicory to Customer or installed by Chicory on Customer’s development environment to enable use of the Chicory Product.

“Non-Chicory Product” means a third party or Customer web-based, mobile, offline or other software application that integrates with the Chicory Product (other than third party hosting services used by Chicory). For clarity, the Chicory Product excludes Non-Chicory Products.

2. Chicory Product

2.1. Provision of Chicory Product. Subject to the terms and conditions of this Agreement, Chicory will make the Chicory Product available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Chicory Product for its internal business purposes. The Chicory Product may require installation of certain Chicory Code within Customer’s development environment. In such cases, subject to the same conditions above, the rights granted in this Section further include the right to install and use the relevant Chicory Code solely to enable Customer’s use of the Chicory Product and the term “Chicory Product” shall be deemed to include all such Chicory Code. Other than the Chicory Code, the Chicory Product is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of any software behind the Chicory Product.

2.2. Trials and Evaluations. If an applicable Order Form allows Customer to trial or evaluate the Chicory Product, or any portion thereof, whether free of charge or for a reduced fee, or Customer is otherwise provided access to the Chicory Product free of charge (each, a “Trial”), then Customer may exercise the rights granted in this Section solely during the trial period indicated in the Order Form or during the period indicated by Chicory. Chicory reserves the right to suspend or terminate any Trial at any time. Notwithstanding anything contained herein, for any Trial, the Chicory Product is provided “as is” without any representations, warranties or indemnities.

2.3. Data Security. Chicory will implement appropriate technical and organizational security measures designed to protect Customer data uploaded by or on behalf of Customer to the Chicory Product or otherwise collected from or by the Chicory Product on behalf of Customer (“Customer Data”) against unauthorized or unlawful processing, accidental or unlawful destruction, accidental loss or alteration, and unauthorized disclosure or access.

2.4. Generated Content. Customer may provide Customer Data to the Chicory Product to receive content generated by the Chicory Product based on the Customer Data (“Generated Content”). Customer will retain ownership of all Generated Content, subject to applicable law. Company assigns to Customer all of its right, title, and interest in and to Generated Content, as long as Customer complies with the terms of this Agreement. The Company may use the Generated Content to provide and maintain the Chicory Product, as well as to comply with applicable law and enforce Company policies. However, Customer is solely responsible for the Generated Content, including ensuring that it does not violate any applicable laws or the terms of this Agreement. Customer acknowledges that the Generated Content may not be error-free, may not work as expected, and may generate incorrect information. The Customer is responsible for reviewing and assessing the accuracy and appropriateness for the use of any Generated Content within a Customer’s workflow.

2.5. Customer Responsibilities.

a. Customer acknowledges that Chicory’s provision of the Chicory Product and any Chicory Code is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer’s systems, personnel, cooperation and materials as reasonably required and any other access as may be specified in the applicable Order Form), and Customer will provide all such cooperation in a diligent and timely manner.

b. Customer will (i) be responsible for all use of the Chicory Product under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Chicory Product and notify Chicory promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Chicory Product and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Chicory Product, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Chicory will have no liability for such failure.

c. Customer will not use the Chicory Product to transmit or provide to Chicory any financial or medical information of any nature, or any sensitive personal data (e.g., social security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers and credit card numbers).

d. Customer shall be solely responsible for determining that the data and Insights generated by its use of the Chicory Product meets Customer’s reporting, legal, and regulatory compliance needs.

e. Customer shall be responsible for the content of all communications sent by its users via the Chicory Product. Customer agrees that it will not use the Chicory Product to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) constitutes or encourages conduct that could constitute a criminal offense.

2.6. Affiliates. Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Chicory and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

3. Fees

3.1. Fees. Customer will pay Chicory the fees set forth in the applicable Order Form. Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice, unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. If Customer’s payment plan includes an ongoing subscription that is automatically renewed periodically, Customer hereby authorizes Chicory to bill Customer’s payment instrument in advance on such periodic basis in accordance with the terms of the applicable Order Form until the expiration or termination of the applicable Order Form, and Customer further agrees to pay any and all charges so incurred.

3.2. Late Payment. Chicory may suspend access to the Chicory Product immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date.

3.3. Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Chicory. Customer will not withhold any Taxes from any amounts due to Chicory.

4. Proprietary Rights

4.1. Proprietary Rights. As between the parties, Chicory exclusively owns all right, title and interest in and to the Chicory Product, including any insights produced specifically for Customer via the use of the Chicory Product by Customer (“Insights”), the Chicory Code, System Data and Chicory’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Data, Generated Content and Customer’s Confidential Information. Chicory hereby grants Customer a non-exclusive, non-sublicensable, non-assignable (except as set forth in Section 10.2), license during and after the Term to use the Insights solely for its internal business purposes. “System Data” means data collected by Chicory regarding the Chicory Product that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Chicory Product.

4.2. Feedback. Customer may from time to time provide Chicory suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Chicory Product. Chicory will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Chicory will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.3. Customer Data. Customer hereby grants Chicory a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense) to access, use, reproduce and create derivative works of Customer Data to provide the Chicory Product (including to make Customer Data publicly available via the Chicory Product dashboard) and to fulfill Chicory’s obligations under this Agreement. Customer further agrees that Chicory has the right to aggregate, collect and analyze Customer Data and other information relating to the performance of the Chicory Product and shall be free (during and after the term hereof) to (i) use such data and other information to improve Chicory’s products and services, including to train its algorithms through artificial intelligence training and machine learning techniques and (ii) except as set forth in this Agreement, disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

5. Confidentiality; Restrictions

5.1. Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

5.2. Technology Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Chicory Product (including any Chicory Code); (b) attempt to probe, scan or test the vulnerability of the Chicory Product, breach the security or authentication measures of the Chicory Product without proper authorization or wilfully render any part of the Chicory Product unusable; (c) use or access the Chicory Product to develop a product or service that is competitive with Chicory’s products or the Chicory Product or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Chicory Product or otherwise offer the Chicory Product on a standalone basis; (e) otherwise use the Chicory Product in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form; or (f) upload any personal data or personally identifiable information to the Chicory Product. Customer will not disclose, distribute, transmit, or make available any Generated Content obtained through the Chicory Product to any third party, except as required by law or with Company’s prior written consent.

6. Warranties and Disclaimers

6.1. Chicory. Chicory warrants that the Chicory Product will conform in all material respects with the Documentation. For material breach of the foregoing express warranty, Customer’s exclusive remedy shall be the re-performance of the deficient Chicory Product or, if Chicory cannot re-perform such deficient Chicory Product as warranted within thirty (30) days after receipt of written notice of the warranty breach, Customer shall be entitled to terminate the applicable Order Form and recover a pro-rata portion of the prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.

6.2. Customer. Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Chicory to use the same as contemplated hereunder.

6.3. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CHICORY PRODUCT, THE CHICORY CODE, AND ALL DATA, INSIGHTS, SERVICES AND MATERIALS PROVIDED BY CHICORY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CHICORY DOES NOT WARRANT THAT THE CHICORY PRODUCT WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CHICORY PRODUCT OR THAT THE QUALITY OF ANY DATA, SERVICES, OR MATERIALS OBTAINED THROUGH THE CHICORY PRODUCT, WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS. CHICORY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES OR INACCURACIES OF ANY DATA, SERVICES AND MATERIALS MADE AVAILABLE THROUGH THE CHICORY PRODUCT OR FOR CUSTOMER’S USAGE OF ANY SUCH DATA, SERVICES AND MATERIALS. CHICORY IS NOT RESPONSIBLE OR LIABLE FOR ANY NON-CHICORY PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION. WITHOUT LIMITING ANY OF THE DISCLAIMERS HEREIN, WHILE THE CHICORY PRODUCT PROVIDES TOOLS DESIGNED TO MEASURE THE CARBON FOOTPRINT OF TECHNOLOGY INFRASTRUCTURE, CUSTOMER IS SOLELY RESPONSIBLE FOR THE DECISIONS AND CHOICES IT MAKES WHILE USING THE CHICORY PRODUCT, INCLUDING COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS AND/OR USE WITH RESPECT TO ANY MANDATORY OR VOLUNTARY REPORTING FRAMEWORK; THE CHICORY PRODUCT, INCLUDING ANY RECOMMENDATIONS MADE THEREIN, SHOULD NOT BE CONSTRUED AS (AND ARE NOT A SUBSTITUTE FOR) LEGAL, REGULATORY OR ACCOUNTING ADVICE, AND CUSTOMER SHOULD CONSULT WITH ITS OWN LEGAL, REGULATORY AND/OR FINANCIAL ADVISORS REGARDING ALL SUCH MATTERS. THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6.4. BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH CHICORY WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY CHICORY. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. CHICORY DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR CHICORY MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

7. Indemnification

7.1. Indemnity by Chicory. Chicory will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Chicory Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Chicory) in connection with any such Claim; provided that (a) Customer will promptly notify Chicory of such Claim, (b) Chicory will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Chicory may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Chicory in connection therewith. If the use of the Chicory Product by Customer has become, or in Chicory’s opinion is likely to become, the subject of any claim of infringement, Chicory may at its option and expense (i) procure for Customer the right to continue using and receiving the Chicory Product as set forth hereunder; (ii) replace or modify the Chicory Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. Chicory will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Chicory Product by Customer not in accordance with this Agreement; (C) modification of the Chicory Product by or on behalf of Customer; (D) Customer Confidential Information or (E) the combination, operation or use of the Chicory Product with other products or services where the Chicory Product would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section 7.1 states Chicory’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

7.2. Indemnification by Customer. Customer will defend Chicory against any Claim made or brought against Chicory by a third party arising out of (i) the Excluded Claims, or (ii) Chicory’s use of Customer Data in accordance with the terms of this Agreement. Customer will indemnify Chicory for any damages finally awarded against Chicory (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Chicory will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Chicory’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Chicory of all liability) and (c) Chicory reasonably cooperates with Customer in connection therewith.

8. Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.

9. Termination

9.1. Term. The term of this Agreement will commence on the date of the initial Order Form and continue until terminated as set forth below. The term of each Order Form will begin on the start date indicated in such Order Form and will continue for the subscription term set forth therein (including any renewals).

9.2. Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

9.3. Survival. Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below. Upon expiration or termination of this Agreement, each party will return or destroy, at the other party’s option, any Confidential Information of such party (which in the case of Chicory, includes any and all copies of the Chicory Code and Documentation) in the other party’s possession or control.

10. General

10.1. Publicity. Customer agrees that Chicory may refer to Customer’s name and trademarks in Chicory’s marketing materials and website; however, Chicory will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

10.2. Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Upon any permitted assignment of this Agreement by Customer or other corporate transaction involving Customer that would materially increase its Chicory Product usage, if an Order Form contains a subscription for an unlimited amount of usage for any component of the Chicory Product, such subscription will, with respect to Customer or the successor entity, as applicable, be limited to the monthly average usage by Customer with respect to such component under such Order Form prior to such assignment or other transaction, except as otherwise agreed upon in writing by the parties. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

10.3. Amendment; Waiver. Chicory reserves the right in its sole discretion and at any time and for any reason to modify these Terms and Conditions. With respect to each Order Form, any modifications to these Terms and Conditions shall become effective upon the date of Customer’s next renewal of such Order Form. It is Customer’s responsibility to review these Terms and Conditions from time to time for any changes or modifications. If Customer does not agree to the modified Terms and Conditions, Customer may provide notice of Customer’s non-renewal at any point prior to the Customer’s next renewal. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The section headings used herein are for convenience only and shall not be given any legal import.

10.4. Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.5. Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

10.6. Governing Law. This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

10.7. Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer may be sent to the address listed on the Customer’s applicable Order Form or email address provided by Customer when Customer creates its Chicory Product account. Notices to Chicory must be sent to the following:

Chicory, Inc.

400 6th LN NE Issaquah, WA 98029

10.8. Entire Agreement. This Agreement comprises the entire agreement between Customer and Chicory with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Chicory, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

10.9. Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.10. Government Terms. Chicory provides the Chicory Product, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Chicory Product, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Chicory Product was developed fully at private expense.

10.11. Interpretation. For purposes hereof, “including” means “including without limitation”.