NeuraSearch Embed Service Agreement

Updated January 2026

This Standard Contract ("Agreement") is between you ("you" or "Customer") and NeuraLex Inc. ("Publisher" or "NeuraLex") and governs your use of Offerings (defined below) purchased through Microsoft Marketplace ("Marketplace").

This Agreement is the parties' entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement. Capitalized terms have the meanings given under "Definitions."

Microsoft has created this template Standard Contract to facilitate a transaction between Publisher and Customer. Both parties acknowledge that Microsoft is not a party to this Agreement, nor in anyway responsible for the parties' actions or obligations under this Agreement. Microsoft's relationship with Customer and Publisher is solely governed by Microsoft's respective agreements with those parties; Microsoft otherwise disclaims all liability resulting from this Agreement (including any Orders).

1. LICENSE TO OFFERINGS

1.1 License grant.

Offerings are licensed and not sold. Upon acceptance of an Order, and subject to Customer's compliance with this Agreement, Publisher grants Customer a nonexclusive and limited license to use the ordered Offerings. These licenses are solely for Customer's own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.

Offerings may contain or be provided with components that are subject to open-source software licenses. Any use of those components may be subject to additional terms and conditions and Customer agrees that any applicable licenses governing the use of the components will be incorporated by reference in this Agreement.

1.2 Duration of licenses.

Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. Licenses granted for metered Offerings billed periodically based on usage continue as long as Customer continues to pay for its usage of the Offerings. All other licenses become perpetual upon payment in full.

1.3 End Users.

Customer will control access to and use of the Offerings by End Users and is responsible for any use of the Offerings that does not comply with this Agreement.

1.4 Affiliates.

Customer may order Offerings for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Publisher. Customer will remain responsible for all obligations under this Agreement and for its Affiliates' compliance with this Agreement and any applicable Order(s).

1.5 Reservation of Rights.

Publisher reserves all rights not expressly granted in this Agreement. Offerings are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use Offerings on a device do not give Customer any right to implement Publisher's patents or other intellectual property in the device itself or in any other software or devices.

1.6 Restrictions.

Except as expressly permitted in this Agreement, Documentation or an Order, Customer must not (and is not licensed to):

  1. copy, modify, reverse engineer, decompile, or disassemble any Offering, or attempt to do so;

  2. install or use any third-party software or technology in any way that would subject Publisher's intellectual property or technology to any other license terms;

  3. work around any technical limitations in an Offering or restrictions in Documentation;

  4. separate and run parts of an Offering on more than one device;

  5. upgrade or downgrade parts of an Offering at different times;

  6. use an Offering for any unlawful purpose;

  7. transfer parts of an Offering separately; or

  8. distribute, sublicense, rent, lease, or lend any Offerings, in whole or in part, or use them to offer hosting services to a third party.

1.7 License transfers.

Customer may only transfer fully-paid, perpetual licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Offering and render any copies unusable. Customer must notify Publisher of a License transfer and provide the transferee a copy of this Agreement and any other documents necessary to show the scope, purpose, and limitations of the licenses transferred. Attempted license transfers that do not comply with this section are void.

1.8 Feedback.

Any Feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider's owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient's products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential. The provider retains all other rights in any Feedback and limits the rights granted under this section to licenses under its owned or controlled non-patent intellectual property rights in the Feedback (which do not extend to any technologies that may be necessary to make or use any product or service that incorporates, but are not expressly part of, the Feedback, such as enabling technologies).

2. NATURE OF THE OFFERING; CUSTOMER INFRASTRUCTURE

2.1 Customer-Deployed Infrastructure.

Customer acknowledges and agrees that the Offering consists of proprietary compute services, virtual machine images, and/or software that are deployed to and operate within Customer's own cloud infrastructure ("Customer Infrastructure"). Publisher provides the Offering as a software product; Publisher does not host, operate, or maintain Customer Infrastructure.

2.2 Customer Responsibility for Infrastructure Security.

Customer is solely responsible for:

  1. the security, configuration, and maintenance of Customer Infrastructure, including but not limited to network security, access controls, firewalls, encryption, and monitoring;

  2. all data stored, processed, or transmitted through Customer Infrastructure, including any Customer Data;

  3. ensuring that Customer Infrastructure meets the technical requirements specified in the Documentation;

  4. implementing appropriate backup, disaster recovery, and business continuity measures;

  5. compliance with all applicable laws, regulations, and industry standards regarding data protection and security within Customer Infrastructure; and

  6. any unauthorized access to, or breach of, Customer Infrastructure or Customer Data, except where such access or breach is directly caused by a defect in the Offering software itself.

2.3 No Publisher Access to Customer Data.

Publisher does not have access to, and does not process, store, or control, any Customer Data. Customer Data resides entirely within Customer Infrastructure. Any processing of Customer Data occurs solely within Customer's environment under Customer's control.

2.4 Support Access.

If Customer grants Publisher temporary access to Customer Infrastructure for support purposes, such access shall be limited in scope and duration as agreed by the parties. Customer remains responsible for supervising and logging any such access.

2.5 Ontology Data.

The Offering generates and maintains computational data structures known as "Ontology Data," which consist of lexeme-to-hypervector mappings and related vocabulary indices derived from Customer Data processed by the Offering.

Customer acknowledges and agrees that:

  1. Ownership. Ontology Data is owned by Customer. Publisher claims no ownership interest in Ontology Data generated within Customer Infrastructure.

  2. Nature of Ontology Data. Ontology Data is a derived computational artifact and does not constitute a copy, backup, or reconstruction of the original Customer Data. Ontology Data cannot be reverse-engineered to recover the original documents, text, or content from which it was derived.

  3. Storage Location. Ontology Data is stored entirely within Customer Infrastructure. Publisher does not have access to, receive, or store any Ontology Data.

  4. Portability. The Offering provides functionality for Customer to export Ontology Data in an encrypted format and to import previously exported Ontology Data. Customer is solely responsible for:

      1. the secure storage of exported Ontology Data files;
      1. managing any custom encryption keys if Customer chooses to override the default encryption key;
      1. any decisions to transfer Ontology Data between instances or environments; and
      1. maintaining compatibility between Ontology Data exports and the Offering version in use.

  5. Encryption. Exported Ontology Data is encrypted using Fernet symmetric encryption. By default, the Offering uses a Publisher-provided encryption key embedded in the software. Customer may optionally configure a custom encryption key by setting the appropriate environment variable in Customer Infrastructure. If Customer uses a custom encryption key:

      1. Customer is solely responsible for the secure storage and management of that key;
      1. Publisher does not have access to Customer's custom encryption key and cannot decrypt Ontology Data encrypted with a custom key;
      1. loss of a custom encryption key will render exported Ontology Data permanently inaccessible; and
      1. Publisher has no obligation to recover Ontology Data encrypted with a lost custom key.

  6. No Recovery Obligation. Publisher has no obligation to recover, reconstruct, or restore Ontology Data that is lost, corrupted, or rendered inaccessible due to Customer's actions, infrastructure failures, or loss of encryption keys.

  7. Backup Responsibility. Customer is solely responsible for implementing appropriate backup procedures for Ontology Data. The Ontology Data export functionality is provided as a convenience and does not constitute a backup service.

3. PRIVACY

3.1 EU Standard Contractual Clauses.

To the extent applicable to any Personal Data that Customer chooses to share with Publisher (such as account registration information), the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland.

3.2 Personal Data.

Customer consents to the processing of account-related Personal Data by Publisher and its Affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Customer acknowledges that any Personal Data processed through the Offering within Customer Infrastructure is processed solely by Customer, and Customer is the sole data controller for such data.

3.3 Customer as Data Controller.

For any Customer Data or Personal Data processed through the Offering within Customer Infrastructure, Customer is the sole data controller and assumes full responsibility for compliance with all applicable Data Protection Laws. Publisher has no access to and assumes no responsibility for such data.

3.4 Security of Customer Infrastructure.

Customer will implement appropriate security measures for Customer Infrastructure as required by applicable Data Protection Laws and in accordance with good industry practice relating to data security.

3.5 Support Data.

Publisher may collect and use Support Data internally to provide technical support for the Offering. Publisher will not use Support Data for any other purpose unless otherwise agreed in writing by the parties.

4. CONFIDENTIALITY

4.1 Non-Disclosure Agreement.

The parties will treat all confidential information exchanged between the parties under this Agreement in accordance with the separate nondisclosure agreement ("NDA") executed by the parties. If no separate NDA is in effect, the following provisions apply to the parties' exchange of confidential information.

4.2 Confidential Information.

"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including, but not limited to, the terms of this Agreement, and Customer's account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party's business, products, or services.

4.3 Protection of Confidential Information.

Each party will take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

4.4 Disclosure required by law.

A party may disclose the other's Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

4.5 Duration of Confidentiality obligation.

These obligations apply for a period of five years after a party receives the Confidential Information.

5. SERVICE LEVEL AGREEMENTS (SLA)

Publisher may offer further availability and support obligations for an Offering. Such service level agreement ("SLA") will be made available by the Publisher at the applicable URL for such SLA or as otherwise communicated to Customer. Any SLA applies solely to the Offering software itself and not to Customer Infrastructure performance or availability.

6. VERIFYING COMPLIANCE

6.1 Audit Rights.

Customer must keep records relating to Offerings it and its Affiliates use or distribution. At Publisher's expense, Publisher may verify Customer's and its Affiliates' compliance with this Agreement by directing an independent auditor (under nondisclosure obligations) to conduct an audit or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Publisher or the auditor reasonably requests related to the verification and access to systems running the Offerings. If verification or self-audit reveals any unlicensed use, Customer must order sufficient licenses to cover the period of its unlicensed use. The audits may be conducted more frequently, if required by the party's auditors and/or regulators, of books and records related to this Agreement. The expenses for all such audit will be borne by the party conducting the audit. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.

7. REPRESENTATION AND WARRANTIES

7.1 Publisher Warranties.

Publisher continuously represents and warrants that:

  1. it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement;

  2. its performance will not violate any agreement or obligation between it and any third party;

  3. the Offering will substantially conform to the Documentation;

  4. the Offering will not:

      1. to the best of Publisher's knowledge, infringe or violate any third party patent, copyright, trademark, trade secret, or other proprietary right; or
      1. contain viruses or other malicious code that will degrade or infect any products, services, software, or Customer's network or systems at the time of delivery; and

  5. while performing under this Agreement, Publisher will comply with law, including applicable Anti-Corruption Laws, and will provide training to its employees regarding Anti-Corruption Laws.

7.2 Customer Warranties.

Customer represents and warrants that:

  1. it has full rights and authority to enter into this Agreement;

  2. it will operate Customer Infrastructure in compliance with all applicable laws, including Data Protection Laws;

  3. it will implement and maintain appropriate security measures for Customer Infrastructure; and

  4. it will not use the Offering for any unlawful purpose.

7.3 Disclaimer.

Except as expressly stated in this Agreement, the Offering is provided "as is." To the maximum extent permitted by law, Publisher disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance.

PUBLISHER MAKES NO WARRANTY REGARDING THE SECURITY, PERFORMANCE, OR AVAILABILITY OF CUSTOMER INFRASTRUCTURE. CUSTOMER ASSUMES ALL RISK RELATED TO THE OPERATION AND SECURITY OF CUSTOMER INFRASTRUCTURE AND ANY DATA STORED THEREIN.

8. DEFENSE OF THIRD-PARTY CLAIMS

8.1 By Customer.

Customer will defend Publisher and its Affiliates from and against any and all third party claims, actions, suits, proceedings arising from or related to: (i) Customer's or any authorized user's violation of this Agreement or user terms; (ii) Customer's operation of Customer Infrastructure; (iii) any Customer Data; or (iv) any breach of Customer Infrastructure security (collectively, "Claims Against Publisher"), and will indemnify Publisher and its Affiliates for all reasonable attorney's fees incurred and damages and other costs finally awarded against Publisher or its Affiliates in connection with or as a result of, and for amounts paid by Publisher or its Affiliates under a settlement Customer approves of in connection with a Claim Against Publisher. Publisher must provide Customer with prompt written notice of any Claims Against Publishers and allow Customer the right to assume the exclusive defense and control of the claim and cooperate with any reasonable requests assisting Customer's defense and settlement of such matter.

8.2 By Publisher.

Publisher will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Offering as permitted under the Contract infringes or misappropriates a third party's intellectual property rights (a "Claim Against Customer"), and will indemnify Customer for all reasonable attorney's fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Publisher approves of in connection with a Claim Against Customer; provided, however, that the Publisher has no liability if a Claim Against Customer arises from: (1) Customer Data or non-Publisher products, including third-party software; (2) any modification, combination or development of the Offering that is not performed or authorized in writing by Publisher; (3) Customer's operation of Customer Infrastructure; or (4) use of any application programming interface (API) in a manner not authorized by Publisher. Customer must provide Publisher with prompt written notice of any Claim Against Customer and allow Publisher the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting Publisher's defense and settlement of such matter. This section states Publisher's sole liability with respect to, and Customer's exclusive remedy against Publisher for, any Claim Against Customer.

8.3 Settlement Conditions.

Notwithstanding anything contained in the above subsections, (1) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (2) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if: (A) the third party asserting the claim is a government agency; (B) the settlement arguably involves the making of admissions by the indemnified parties; (C) the settlement does not include a full release of liability for the indemnified parties; or (D) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

9. LIMITATION OF LIABILITY

FOR EACH OFFERING, EACH PARTY'S MAXIMUM, AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES FINALLY AWARDED, SUBJECT TO THE FOLLOWING:

9.1 Subscriptions and Metered Offerings.

For Offerings ordered on a subscription or metered basis, Publisher's maximum liability to Customer for any and all claims arising under or related to this Agreement shall not exceed the total amount actually paid by Customer to Publisher for the Offering during the twelve (12) months immediately preceding the incident giving rise to the claim, or the total amount paid during Customer's actual usage period if less than twelve (12) months.

For clarity:

  • If Customer has used the Offering for 3 months prior to an incident and paid $300 during that period, Publisher's maximum liability is $300.
  • If Customer has used the Offering for 24 months prior to an incident and paid $2,400 during that period ($100/month), Publisher's maximum liability is $1,200 (the fees paid during the last 12 months only).
  • There is no minimum liability floor. Liability is strictly limited to actual fees paid, capped at 12 months.

9.2 Free Offerings and Distributable Code.

For Offerings provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to Publisher, Publisher's liability is limited to direct damages finally awarded up to US$5,000.

9.3 No Liability for Customer Infrastructure.

PUBLISHER SHALL HAVE NO LIABILITY WHATSOEVER FOR:

  1. any loss, damage, or unauthorized access to Customer Data;

  2. any security breach, data breach, or cyberattack affecting Customer Infrastructure;

  3. any failure, downtime, or performance issues of Customer Infrastructure;

  4. any failure by Customer to properly configure, secure, or maintain Customer Infrastructure;

  5. any third-party claims arising from Customer's operation of Customer Infrastructure or processing of Customer Data; or

  6. any indirect, incidental, special, punitive, or consequential damages arising from Customer's use of the Offering within Customer Infrastructure.

9.4 No Indirect Damages.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.

9.5 Exceptions.

No limitation or exclusions will apply to liability arising out of either party's: (1) confidentiality obligations under Section 4; (2) defense obligations under Section 8; (3) violation of the other party's intellectual property rights; or (4) gross negligence, willful misconduct, or fraud.

9.6 Essential Basis of the Bargain.

THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PUBLISHER AND CUSTOMER. PUBLISHER WOULD NOT PROVIDE THE OFFERING WITHOUT THESE LIMITATIONS.

10. PRICING AND PAYMENT

Microsoft will invoice and charge Customer under the terms of the Microsoft Commercial Marketplace Terms of Use and applicable Order.

11. TERM AND TERMINATION

11.1 Term.

This Agreement is effective until terminated by a party, as described below. The term for each Order will be set forth therein.

11.2 Termination without cause.

Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order without cause on 60 days' notice. Termination without cause will not affect Customer's perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement. Publisher will not provide refunds or credits for any partial subscription period(s) if the Agreement or an Order is terminated without cause.

11.3 Termination for cause.

Without limiting other remedies it may have, either party may terminate this Agreement or any Order immediately on notice if (i) the other party materially breaches the Agreement or an Order, and fails to cure the breach within 30 days after receipt of notice of the breach; or (ii) the other party becomes Insolvent. Upon such termination, the following will apply:

  1. All licenses granted under this Agreement will terminate immediately except for fully-paid, perpetual licenses.

  2. All amounts due under any unpaid invoices will become due and payable immediately. For metered Offerings billed periodically based on usage, Customer must immediately pay for unpaid usage as of the termination date.

  3. If Publisher is in breach, Customer will receive a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.

11.4 Suspension.

Publisher may suspend use of the Offering without terminating this Agreement during any period of material breach. Publisher will give Customer reasonable notice before suspending the Offering. Suspension will only be to the extent reasonably necessary.

11.5 Survival.

The terms of this Agreement, including the applicable Order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any Order, will survive termination or expiration, including all indemnity obligations and procedures.

12. MISCELLANEOUS

12.1 Entire Agreement.

This Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply:

  1. Order;
  2. this Agreement;
  3. Service Level Agreement (SLA); and
  4. Documentation.

12.2 Independent contractors.

The parties are independent contractors. Customer and Publisher each may develop products independently without using the other's Confidential Information.

12.3 Agreement not exclusive.

Customer is free to enter into agreements to license, use, and promote the services of others.

12.4 Amendments.

Unless otherwise agreed in a writing signed by both parties, Publisher will not change the terms of this Agreement during the term of this Agreement.

12.5 Assignment.

Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without prior notice, of any rights Publisher may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent. Furthermore, either party may assign this Agreement without the consent of the other party in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void.

12.6 Severability.

If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.

12.7 Waiver.

Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

12.8 No third-party beneficiaries.

This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

12.9 Notices.

Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Publisher must be sent to the address stated in the Order. Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. Publisher may send notices and other information to Customer by email or other electronic form.

12.10 Applicable law.

  1. United States and Canada. If you acquired the Offering in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place of business is located) govern the interpretation of these terms, claims for breach of them, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles.

  2. Outside the United States and Canada. If you acquired the Offering in any other country, the laws of that country apply.

12.11 Order of precedence.

The body of this Agreement will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.

12.12 Government procurement rules.

By accepting this Agreement, Customer represents and warrants that: (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.

12.13 Compliance with laws.

Publisher will comply with all laws and regulations applicable to its provision of the Offerings. Publisher will obtain and maintain any approvals, licenses, filings, or registrations necessary to its performance. Customer must comply with laws applicable to their use of the Offerings and operation of Customer Infrastructure.

12.14 Construction.

Neither party has entered this Agreement in reliance on anything not contained or incorporated in it. This Agreement is in English only. Any translation of this Agreement into another language is for reference only and without legal effect. If a court of competent jurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to affect the parties' intent. Lists of examples following "including", "e.g.", "for example", or the like are interpreted to include "without limitation," unless qualified by words such as "only" or "solely." This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. Unless stated or context requires otherwise:

  1. all internal references are to this Agreement and its parties;
  2. all monetary amounts are expressed and, if applicable, payable, in U.S. dollars;
  3. URLs are understood to also refer to successors, localizations, and information or resources linked from within websites at those URLs;
  4. a party's choices under this Agreement are in its sole discretion, subject to any implied duty of good faith;
  5. "written" or "in writing" means a paper document only, except where email is expressly authorized;
  6. "days" means calendar days;
  7. "may" means that the applicable party has a right, but not a concomitant duty;
  8. "partner," if used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership;
  9. "current" or "currently" means "as of the Effective Date" but "then-current" means the present time when the applicable right is exercised or performance rendered or measured;
  10. "notify" means to give notice under subsection (12.9) above; and
  11. a writing is "signed" when it has been hand-signed (i.e., with a pen) or signed via an electronic signature service by a duly authorized representative of the signing party.

13. DEFINITIONS

"Affiliate" means any legal entity that controls, is controlled by, or is under common control with a party.

"Anti-Corruption Laws" means all laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act.

"Control" means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

"Confidential Information" is defined in the "Confidentiality" section.

"Customer Data" means all data, including all text, sound, software, image or video files that Customer stores, processes, or transmits through Customer Infrastructure using the Offering. Customer Data is owned and controlled solely by Customer.

"Customer Infrastructure" means Customer's cloud computing environment, including virtual machines, networks, storage, and related services, whether hosted on Microsoft Azure, other cloud providers, or on-premises, where the Offering is deployed and operated.

"Data Protection Law" means any law applicable to Customer relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data ("GDPR"), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

"Documentation" means all user manuals, handbooks, training material, requirements, and other written or electronic materials Publisher makes available for, or that result from use of, the Offering.

"End User" means any person Customer permits to use an Offering or access Customer Data.

"Feedback" means ideas, suggestions, comments, input, or know-how, in any form, that one party provides to the other in relation to recipient's Confidential Information, products, or services. Feedback does not include sales forecasts, future release schedules, marketing plans, financial results, and high-level plans (e.g., feature lists) for future products.

"Insolvent" means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its (i.e., the non-terminating party's) assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.

"Offering" means the proprietary compute services, virtual machine images, software, and related products identified in an Order that Publisher makes available under or in relation to this Agreement. The Offering is designed to be deployed to and operated within Customer Infrastructure.

"Ontology Data" means the computational data structures generated by the Offering, consisting of lexeme-to-hypervector mappings, vocabulary indices, and related derived artifacts created through processing of Customer Data. Ontology Data is a mathematical representation that cannot be reverse-engineered to reconstruct the original Customer Data.

"Order" means an ordering document used to transact the Offering via the Marketplace.

"Personal Data" means any information relating to an identified or identifiable natural person.

"Representatives" means a party's employees, Affiliates, contractors, advisors and consultants.

"Subcontractor" means any third party to whom Publisher delegates its obligations under this Agreement, including a Publisher Affiliate not contracting directly with Customer through an Order.

"Support Data" means all data, including all text, sound, video, image files, or software, that are provided to Publisher by or on behalf of Customer (or that Customer authorizes Publisher to obtain from an Offering) through an engagement with Publisher to obtain technical support for the Offering covered under this Agreement.

"Use" means to copy, download, install, run, access, display, use or otherwise interact with.

End of Agreement