THE SERVICE IS PROVIDED AS IS. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR-FREE AND THE USE MAY BE INTERRUPTED, AND NOMIC IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICE ISSUES.

a. Fees and Payment.

Customer must pay all fees as specified on the order, but if not specified, then within 30 days of receipt of an invoice, plus applicable taxes.

a. Definition of Confidential Information.

Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Nomic's Confidential Information includes the Service and pricing information. Customer's Confidential Information includes the Customer Data.

b. Protection of Confidential Information.

Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its employees and contractors who need that access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this agreement.

c. Exclusions.

Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.

a. Reservation of Rights.

Nomic and its licensors are the sole owners of the Service, including all associated intellectual property rights, and they remain only with Nomic. Nomic reserves all rights that are not expressly granted in this agreement.

b. Restrictions.

Customer may not: (i) reverse engineer the Service except as allowed by applicable law despite this limitation; or (ii) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.

c. Aggregated and Deidentified Information.

Nomic may compile aggregated and deidentified information related to the Service, provided that such information does not identify Customer Data or Customer and there is no means to re-identify Customer Data or Customer. Nomic retains all intellectual property rights in such information.

a. Term.

This agreement continues until the order expires or is terminated under the terms of this agreement.

b. Mutual Termination for Material Breach.

If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 15-day notice/cure period, if the breach has not been cured.

c. Effect of Termination.

Upon termination or expiration of an order, all Customer Data will be deleted, unless Customer purchases a subscription for a fee prior to the expiration or termination of the order.

a. Exclusion of Indirect Damages.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR EITHER PARTY'S INDEMNITY OBLIGATIONS OR MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING LOST PROFITS OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.

b. Total Limit on Liability.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR EITHER PARTY'S INDEMNITY OBLIGATIONS OR MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE GREATER OF THE AMOUNT PAID OR OWED BY CUSTOMER WITHIN THE 3-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY, EXCEPT THAT THIS LIMITATION DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS FOR THE SERVICE.

Nomic will defend or settle any third-party claim against Customer to the extent that such claim alleges that Nomic technology used to provide the Service infringes a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies Nomic of the claim in writing, cooperates with Nomic in the defense, and allows Nomic to solely control the defense or settlement of the claim.

Costs.

Nomic will indemnify and hold harmless Customer from any infringement claim defense costs it incurs in defending Customer under this indemnity, Nomic-negotiated settlement amounts agreed to by Nomic, and court-awarded damages.

Process.

If such a claim appears likely, then Nomic may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Nomic determines that none of these are reasonably available, then Nomic may terminate the Service and refund any prepaid and unused fees.

Exclusions.

Nomic has no obligation for any claim arising from: Nomic's compliance with Customer's specifications; a combination of the Service with other technology where the infringement would not occur but for the combination; Customer Data; or technology not provided by Nomic.

THIS SECTION CONTAINS CUSTOMER'S EXCLUSIVE REMEDIES AND NOMIC'S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

This agreement is governed by the laws of the State of Delaware (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts in the state of Delaware, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply.

a. Entire Agreement and Changes.

This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. No modification or waiver of any term of this agreement is effective unless both parties sign it.

b. No Assignment.

Neither party may assign or transfer this agreement to a third party.

c. Export Compliance.

The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.

d. Independent Contractors.

The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party.

e. Enforceability and Force Majeure.

If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control and whether foreseeable or not, including but not limited to natural weather events and disasters, labor disruptions, disruptions in the supply of utilities, and public Internet failures.

f. Money Damages Insufficient.

Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.

g. Order of Precedence.

If there is an inconsistency between this agreement and an order, the order prevails. Nomic rejects additional or conflicting terms of a Customer's form-purchasing document.

h. Survival of Terms.

All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights, and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable.

i. Feedback.

If Customer provides feedback or suggestions about the Service, then Nomic (and those it allows to use its technology) may use such information without obligation to Customer.