TERMS AND CONDITIONS SERA

These Terms and Conditions (“TCs”) are entered into by and between SERA and Client as further defined below in the Order (SERA and Client each a “Party” and collectively the “Parties”), and shall be effective as of the date the Parties sign the TCs or the Order, Client places an Order accepted by SERA, Client starts using the Product, pays the Fees, or clicks-through for acceptance whichever occurs first (“Effective Date”). The natural person signing or otherwise accepting the TCs, represents and warrants that they have the capacity to represent the entity identified as the Client and fully indemnifies, defends and holds harmless SERA for any liability or damages resulting from any breach of the foregoing reps and warranties. The TCs apply to the Product identified in the relevant Orders or otherwise used by the Client.

1. DEFINITIONS

Terms with capital letters will have the meaning ascribed to them under this clause or under the remainder of this Agreement.

“Acceptable Use Policy” means the acceptable use policy available here https://sera.ag/acceptable-use-policy  (or any successor website);

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party, where Control means the direct or indirect control of greater than 50% of the voting rights or equity interests of a Party or the power to direct or cause the direction of the management and/or business strategy of that Party;

“Agreement” means these TCs, together with any other terms (including Orders) and policies referred to herein;

“Client” means the entity signing or otherwise accepting these TCs and the relevant Order (and which shall be mentioned in the Order and applicable invoice), including by electronically consenting to a version of the TCs such as through click-through, by placing an Order, by paying the Fees, or by otherwise or by accessing the Product;

“Client Content” means the Client Data and Inputs;

“Client Data” means any (a) data, information, and proprietary Client content created prior to or independently from (i) any Client interaction with the Product and imported into the Product or (ii) any Services, and (b) any files, documents, data, information and the like that Client or its Users import into or share or use through the Product, excluding from (a) and (b) any SERA Intellectual Property Rights;

“Documentation” means SERA’s official technical and functional documentation related to the use of the Product as made available by SERA;

“Fee(s)” means the fees payable for the license to use the Product or benefit from the Services, as set forth in the applicable Order for the applicable Software version and/or Services, and any expenses incurred in the performance of Services as agreed to by the Parties.

“Inputs” means any submissions or inputs to the Product by Client or its Users;

“Intellectual Property Right(s)” means patents, right to patent and file for patent, rights to inventions, copyright and related rights, trademarks, registered designs, trade secrets, trade names and domain names, rights in computer software and in databases, content, know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of such rights, as well as the rights to claim priority therefrom, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“License Term” means the duration of the license to use the Software, as provided in an Order;

“Order” means the order form or statement of work placed by the Client directly with SERA (including via through third-party platforms made available by SERA therefor such as Stripe), and excluding any terms and conditions thereof added unilaterally by Client. All Orders are deemed subject to this Agreement, irrespective of whether a reference to this Agreement is made in the Order or not;

“Personal Data” means, as applicable, (i) information related to an identified or identifiable natural person as defined by, Regulation (EU) 2016/679 (GDPR), the California Privacy Rights Act (CPRA), and other applicable privacy laws, (ii) protected health information, as regulated by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and (iii) cardholder data and sensitive authentication data, as defined by Payment Card Industry Data Security Standard.

“Product(s)” means each and together, the (i) Software identified in the applicable Order, (ii) the Documentation, and (iii) any materials, information, programs, software or data developed or provided by SERA, including during performance of the Services, and (iv) SERA Background Intellectual Property Rights;

“Product Outputs” means responses, reports, outputs, suggestions, content, data, information, and the like generated by and/or with the Product;

“SERA” means Sera Intelligence AG with its registered offices at  Johannes-Aeppli-Strasse 1, 8706 Meilen, Switzerland;

“SERA Background Intellectual Property Rights” means any Intellectual Property Rights owned, created, developed, leased and/or licensed by SERA prior to, outside of, or independently from, the Agreement, including without limitation (i) technology, tools, methods, algorithms, application programming interfaces, know-how and data, (ii) techniques and skills that are specific to SERA’s business and generic in nature with respect to any client of SERA, and (iii) common configurations and generic templates that are not specifically related to any Client Content, and all derivative works for items (i) through (iii).

“Services” means any services to be provided by SERA to Client as specified in specific Orders (such as implementation services, expert assistance, concierge reporting, technical or any other assistance, etc.);

“Software” means the following, each as developed by or for SERA, and as delivered by SERA to the Client hereunder: (i) software products licensed to the Client as specified in Orders, including if the case, any apps; (ii) any development kits, protection mechanisms, plugins, connectors, extensions, scripts, application program interfaces or any other software; (iii) all new releases, versions, modifications, updates, patches, improvements, enhancements, or similar derived works thereto;

“Third-Party Services” means any software, services, cloud applications, cloud service endpoints, data services, APIs, marketplaces, data and content of third parties or any hardware, servers, applications, operating systems or other software or computer programs used by the Client in conjunction with Product, Services or Product Outputs, other than the Product;

“User” means any employee, representative, contractor, collaborator or consultant of the Client. 

2. LICENSE AND USE OF THE PRODUCTS

1. License. Subject to the terms and conditions of this Agreement, SERA grants Client, during the License Term, a limited, non-exclusive, non-sublicensable, non-transferable, worldwide right to use the Product specified in the applicable Order and up to limits set forth thereunder, including quantity and user seats, solely for their internal business purposes and in accordance with this Agreement and the associated Documentation. 

   
   

2. Users Access and Use. Client may allow its Users to access and use the Product, Services or Product Outputs solely in accordance with the Agreement. Client shall ensure that its Users comply with the terms of this Agreement and the acts and omissions of its Users shall be deemed as Client’s own acts and omissions for the purpose of this Agreement. Client is responsible for all usage under its account and must notify SERA immediately of any unauthorized activity. Client is responsible for obtaining any necessary User consents and providing all User notices required by applicable law. Client is responsible for ensuring that User placing Orders or amendments thereto or otherwise accessing the Products, billing and contracting workflows has authority to bind Client.

   
   

3. Product Outputs. Subject to the terms and conditions of this Agreement, SERA further grants Client and its Affiliates, during the License Term, the right to generate Product Outputs by using the Product, provided that, to the extent there is any SERA Background Intellectual Property Rights in the Product Outputs, (i) use of the SERA Background Intellectual Property Rights is limited to the License Term, and (ii) Client is not allowed to use the SERA Background Intellectual Property Rights and will not allow its Users or any third party to use the SERA Background Intellectual Property Rights (a) for benchmarking or comparison purposes, or (b) to acquire any technical specifications or gain a competitive technological or business advantage, (c) to analyze the Products and the SERA Background Intellectual Property Rights for the purpose of designing, modifying, creating a derivative work or creating any software program that performs functions similar to the functions performed by the SERA Background Intellectual Property Rights, or (d) in breach of this Agreement and the Acceptable Use Policy.

   
   

4. Personal Data. Client must not use Personal Data with the Products or the Services, unless use of Personal Data is allowed by SERA in the appropriate legal documentation, including, but not limited to, entering into a Data Processing Agreement or Business Associate Agreement, as the case may be. Client shall be deemed a controller and shall be responsible and indemnify SERA for importing any Personal Data in breach of this Agreement.

3. SERVICES

1. Services. Services shall be agreed upon in an Order and may refer, without limitation, to the integration of the Software with the Client Systems and/or Third-Party Services. Services start dates and end dates will be dependent upon the availability of Parties’ qualified resources and personnel and will be negotiated between Client and SERA and are best estimates. Unless otherwise expressly agreed in the Order, the Client shall provide SERA -   with sufficient time before the Services’ start dates as indicated in the Order - with all information, materials, access, files, hardware, licenses or software or the like, (“Dependencies”) etc. used by Client and necessary to perform the Services, including those expressly set forth under an Order. SERA shall not be liable for any delay caused by the Client’s own delay or the Client’s failure to cooperate in the provision of the Services, if any. Client represents that it has the appropriate rights and license to allow SERA to use and/or modify any Dependencies as part of the Services and to use the Client Content and the Third-Party Services with the Products, Services and Product Outputs and warrants that the Client Content and use thereof will not breach any third-party agreements or infringe the rights of any third parties. 

4. INTELLECTUAL PROPERTY RIGHTS

1. Parties’ Intellectual Property Rights. Except as expressly described in the Agreement, the Agreement does not grant either party any rights, authorizations, or the like, by implication, waiver, estoppel or otherwise, to the other Party’s Intellectual Property Rights, title, interest or ownership. SERA retains all title, interest, ownership, and Intellectual Property Rights in the Product, including without limitation any integrations, code, patches, materials, data, know-how, background Product, workflows, or similar assistance otherwise provided to Client including during the provision of the Services. Client retains their rights in and to the Client Content. Client hereby grants SERA and its Affiliates the right to use the Client Content to provide the Products, the Services and the Products Outputs, and to improve, customize or modify the Products, the Services, and the Products Outputs, and to enhance or adjust the relevance, accuracy, and personalization of subsequent Product Outputs for Client.

5. FINANCIAL TERMS 

1. Payment. Unless otherwise agreed in the applicable Order: (i) the Fees for the Software will be invoiced for the entire License Term in advance, (ii) the Fees for Services will be invoiced as a one-time payment for the full amount. Invoices shall be issued as of the date of placing the relevant Order and shall be delivered only electronically. Unless otherwise agreed in the applicable Order, Client shall pay each invoice within fifteen (15) calendar days of the invoice date by bank transfer to the account specified on the invoice, or by such other payment method as SERA makes available (including via Stripe). All Fees are exclusive of any taxes, such as value added tax, sales, use, gross receipts, or other transaction taxes, fees, charges or surcharges. All Orders are non-cancelable and all Fees are non-refundable. Upon termination or expiration of an Order or of this Agreement, any and all Fees due under the respective Order or under this Agreement, (i) that have already been invoiced will immediately become due and payable, and (ii) Fees not already invoiced, will be immediately invoiced by SERA and become due and payable the next calendar day as of invoice date. The Fees are payable, due and non-refundable even if the Client does not use the Products or Services. All payments will be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or because of any taxes, levies imports, duties, charge, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal, or other authority as required by law.

   
   

2. Payment defaults. If Client defaults any payment due under this Agreement, then SERA may charge the Client a penalty on the overdue amount at a rate of the lesser of 0.5% or the maximum rate permitted by applicable law, per each day of delay as of the due date until the actual payment of the overdue amount. Client shall pay the penalty together with the overdue amount. Client may not withhold payment of any amount due to SERA because of any set-off, counterclaim, abatement, or other similar deduction. In the event the Client’s payment default exceeds 10 (ten) calendar days, SERA may, at its sole discretion and without any additional remedy term: (a) suspend SERA’ performance of any obligations under this Agreement until the full payment of the due amounts, in accordance with this Agreement; (b) terminate the Agreement with immediate effect, upon notice to the Client, without any court intervention or other formalities. 

   
   

3. Changes. SERA is free to establish the Fees at its own discretion. SERA will not change the Fees applicable to an Order already accepted by it. SERA will notify Client of any change in Fees, and such change will become effective upon Client placing a new Order or the renewal of any current License Term following such notice. For Subscription changes initiated by Client (such as Upgrades), see Section 10.6.

6. ACCEPTABLE USE

1. Acceptable Use. Client represents that it will use the Product, Services or Product Outputs in accordance with this Agreement, the applicable law and the Documentation and the Acceptable Use Policy which is incorporated herein by reference and expressly accepted by the Client.

7. SERA WARRANTIES

1. Software Warranty. SERA warrants that, during the License Term, the Software will substantially conform to the Documentation, provided that the Software is used in accordance with the terms of this Agreement, the Documentation, and the applicable law. To the extent permitted by law, SERA’s sole liability and Client’s exclusive remedy under this warranty will be, in SERA’s reasonable commercial discretion, a repair or replacement of the relevant Software, or if SERA determines in its sole discretion that the foregoing remedy is not commercially reasonable, SERA may terminate Client’s license to the relevant component of the Software.

   
   

2. No Other Warranty. To the maximum extent allowed by applicable law, neither SERA, nor its licensors or their personnel, make any warranty of any kind (express, implied, statutory or otherwise) and SERA specifically disclaims any other warranties, including merchantability and fitness for a particular purpose or the ability of the Product, Services or Product Outputs to integrate or interoperate with other software or services or perform uninterrupted or error-free. Client is solely responsible for evaluating whether Product Outputs are appropriate for its use case and for ensuring adequate human review before using or sharing any Product Outputs. Client acknowledges, and shall ensure its Users are informed, that Product Outputs may be inaccurate, incomplete, misleading, or outdated and should not be relied upon without independent verification and there must always be a human in the loop ultimately responsible for any decision. Client bears the sole risk for all decisions, actions, and omissions arising from its use of the Products, including any decision to follow or decline to follow any suggestion or recommendation contained in the Product Outputs, and must make its own independent assessment of the relevance, timeliness, adequacy, commercial value, and reliability of the Product Outputs. To the extent any third-party content, materials or information, or any Third-Party Services are referenced in or retrieved by the Product Outputs, the foregoing does not represent their endorsement, and SERA disclaims any and all liability arising from any of the foregoing third-party components, as their accuracy, completeness and the like are outside SERA’s control. 

   
   

3. Exclusions. SERA disclaims and will have no liability for any claim arising from: (i) use of the Product Outputs, Products or the Services in breach of the Agreement, the Documentation, or the applicable law; (ii) modification of the Product Outputs, Products or the Services by anyone other than SERA; (iii) failure by Client to install the latest updated version of the Products, as instructed by SERA, to avoid infringement or breach, or vulnerabilities or malfunctions; (iv) Third-Party Services, third-party products or materials or their combination with the Product Outputs, Products or the Services; (v) the Client Content and their use; or (v) use of the Product Outputs, Products or the Services in a manner that Client knows or reasonably should know violates or infringes the rights of others. 

8. CLIENT LIMITED RESPONSIBILITY 

1. Client Personnel. Client undertakes that it will provide SERA with necessary access to Client premises and systems, personnel, documentation, records, facilities and Field Data, and will appoint and ensure the weekly availability of a contact person having authority to make decisions, in order for SERA to timely perform any Services. SERA’s provision of the Services is contingent upon the warranty provided herein.

   
   

2. Client Responsibility.  Client, at its expense, will defend SERA against any claim, action, or legal proceeding made against SERA by a third-party non-affiliated with SERA (i) alleging that the a, or Client’s use of the Product Outputs, Products, the Services or Third-Party Services violate, or infringe the third-party’s rights, including Intellectual Property Rights, or (ii) arising out of, or in connection with Client Content or Client’s use of the Product Outputs, Products or the Services in violation of the Acceptable Use Policy and will indemnify against any damages finally awarded to SERA by a court of competent jurisdiction (or settlement amounts agreed to in writing by Client) (i) and (ii) being collectively referred to as the “Client Responsibility Claims”).

9. LIABILITY

1. Damages Exclusion. Except for Client’s breach of SERA’ Intellectual Property Rights and the Client Responsibility Claims, neither Party will be liable to the other or for any indirect, special, moral, incidental or consequential damages, loss of profits, loss of revenue, or loss or corruption of data. Under no circumstances may SERA be liable for any claims that may be asserted, granted or imposed against SERA or Client, arising from, or in connection with Third Party Services or Client Content.  

   
   

2. Monetary Cap. Except for acts of fraud or willful misconduct, SERA’s maximum aggregate liability for all damages (individually and together) under or relating to this Agreement will not exceed the Fees paid to SERA under this Agreement for the relevant Software or Services in the 3 (three) months before the initial claim giving rise to such damages. 

   
   

3. Applicability. The foregoing will apply only to the extent permitted under the applicable law, regardless of whether the claim arises from contract or tort and regardless of the theory of liability but will not limit payment obligations under this Agreement, and irrespective of whether the other Party has been advised of the possibility that such damage might incur. The Agreement allocates the risks between SERA and Client, and each Party’s benefits under this Agreement reflect this allocation of risk and limitations of liability herein. All claims against SERA shall expire on the anniversary of 12 (twelve) months from the date Client becomes aware or could reasonably have become aware of the existence of a claim.

10. TERM AND TERMINATION 

1. Term of the Agreement. This Agreement is effective as of the Effective Date and shall remain in full force and effect for as long as there is an effective Order between the Parties (the “Term”), unless otherwise terminated by either Party under this Agreement. In case there is an ongoing Order upon the expiration of the Agreement, the Parties hereby agree that the terms of this Agreement will be automatically extended until the expiration of the Order’s License Term and any renewal term thereof. 

   
   

2. License Term. The License Term shall be provided in the Order and will automatically renew for successive periods equal in length, unless either Party provides written notice of non-renewal to the other Party in accordance with the following:

   • For monthly License Terms, notice of non-renewal may be given at any time and will take effect at the end of the then-current monthly period. Client may give such notice through the cancellation mechanism made available within the Product interface or by email to the designated support address.

   • For annual License Terms, notice of non-renewal must be given at least thirty (30) calendar days before the end of the then-current annual period.

   
   

   A specific Order may set different notice periods, in which case the Order prevails.

   
   

3. Termination. In addition to any other provisions of this Agreement or those of the applicable law, this Agreement and/or any Order may be terminated as follows:

   • Material Breach of the Agreement: by either Party, immediately upon written notice to the other, if the other Party has made a material breach hereunder and, to the extent the breach can be cured, has not been cured within thirty (30) days from the notice date. 

   • Change of control. By SERA, with thirty (30) days written notice, in case Client is acquired by, selling substantially all of its assets to, merging with, or changing its Control in favor of, a direct competitor of SERA, or (ii) changes its main object of activity into a business competing SERA. Client must provide notice of the foregoing no later than 5 calendar days as of occurrence of any of the foregoing. 

   • Additional Termination Events: by either Party, immediately upon written notice to the other Party (i) when, due to the applicable law or on account of a regulator’s or similar body’s decision or ordinance, it becomes unlawful or illegal to continue the performance of this Agreement; or (ii) commences or has been commenced against them bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, is unable to pay its invoices or loans when due, or ceases to operate in the ordinary course of business; (iii) a Party’s breach of Intellectual Property Rights by the Party.

4. Effects of Termination. Unless otherwise agreed by the Parties in writing, termination of an Order will not trigger termination of this Agreement. Upon termination of this Agreement, an Order or expiration of any License Term, the license and rights for the respective Products or Services will terminate. SERA will provide Client with a thirty (30) calendar day period following the effective date of termination during which Client may export Client Data through the Product (the "Export Period"). Following expiry of the Export Period, SERA may delete Client Data from its production systems, subject to any retention required by applicable law. Client must, at its expense, remove and delete any copies of the Products in its possession upon termination. Client understands that some or all the Product components may cease to operate without prior notice upon expiration or termination of the License Term. Upon termination of this Agreement or a particular Order, the License Term shall terminate as well.

   
   

5. Suspension. SERA may suspend the use of and access to the Product or Products Outputs if: (i) necessary to comply with the applicable law and/or any third-party rights deemed by SERA to be reasonably enforceable; (ii) SERA reasonably believes or determines that there is a risk to or attack on any of the Products or Services; (iii) Client exceeds its usage or seats restrictions or breaches the Acceptable Use Policy. If SERA suspends Client’s use or access to the Product or Products Outputs, then as Client’s sole remedy: (a) SERA will provide Client with notice on the cause for suspension without undue delay, to the extent legally permitted, and (b) the suspension will be only to the extent required to resolve the cause for suspension. If the cause for suspension cannot be resolved as indicated hereinunder or if the cause for suspension represents a ground for termination by SERA, then, as Client’s sole remedy, SERA may terminate this Agreement and refund to the Client any unused and pre-paid Fees if the suspension was not caused by the Client.

   
   

6. Subscription Changes by Client. During any License Term, Client may place an Order with SERA (via any designated means by SERA, including, if available via any third-party platform such as Stripe) to upgrade its subscription/license by moving to a higher-tier plan, adding seats, or adding modules ("Upgrades"). Fees shall be prorated for the remainder of the then-current billing period, and the new Fees shall apply from the change date for the remainder of the License Term and any subsequent renewal thereof. An Upgrade shall be deemed an amendment to the existing Order. Downgrades are not permitted during any License Term.

   
   

11. CONFIDENTIALITY

1. Confidential Information. Information shared by the Parties, or their affiliates, under this Agreement will be deemed confidential if disclosed in any form or manner, marked as, or reasonably considered, confidential, and includes, without limitation, the Product, trade secrets, know-how, business operations, plans, strategies, Clients, and pricing (“Confidential Information”). Confidential Information excludes any information that (i) is or becomes public, through no fault of the recipient; (ii) was rightfully acquired by or already known to the recipient without an existing confidentiality obligation; or (iii) is independently developed by the recipient without the use of discloser’s Confidential Information. The receiving Party will treat the Confidential Information with no less than reasonable care and will not use or disclose Confidential Information to anyone, except as set forth under this Agreement or to its Users, employees, representatives, contractors, advisors or consultants, who need to know the Confidential Information for the purposes of this Agreement and are bound by similar confidentiality obligations. The receiving Party may disclose Confidential Information as necessary to comply with applicable law, a valid order of a court of law or governmental body, or with mandatory rules of an equivalent binding authority after using reasonable efforts to provide advance notice of such disclosure to the disclosing Party. The obligations of confidentiality and non-use contained in this Section “Confidentiality” shall remain in full force and effect during the term of this Agreement and for a period of 2 (two) years thereafter. 

12. GOVERNING LAW AND JURISDICTION

1. Governing Law. The construction, validity and performance of this Agreement and any Orders subject to it shall be governed by the laws of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Agreement. 

   
   

2. Jurisdiction. The Parties shall attempt in good faith to resolve promptly and amicably any dispute arising out of or relating to this Agreement. If the dispute has not been resolved by negotiation within forty-five (45) days of the disputing Party’s written notice, any dispute, controversy, or claim arising out of, or in relation to, this Agreement, including regarding the validity, invalidity, breach, or termination thereof, shall be decided by the competent courts in Zurich, Switzerland.

13. MISCELLANEOUS   

1. Third-Party Services. Client may use the Product or Products Outputs in conjunction with Third-Party Services, subject to complying with all terms and conditions enforced by the respective third-party providers thereof, bearing the entire risk of such use. SERA does not control or own any Third-Party Services, and the access to and use of such Third-Party Services its Client’s sole responsibility and shall be carried out as set forth under those Third-Party Services terms and conditions, and SERA will not be liable for use of the Third-Party Services. Product or Products Outputs may contain or may be used with third party components, including open-source software, which are the property of their respective owners. Notwithstanding anything to the contrary herein, use of the open-source software will be subject to the license terms and conditions applicable to such open-source software, to the extent required by the applicable licensor (which terms shall not restrict the license rights granted to Client hereunder).

   
   

2. Analyses Information. SERA may process and use data, technical information, usage, telemetry (“Analyses Information”) from the Product and Product Outputs to perform its obligations under this Agreement, including providing access to, maintaining, and offering support for the Product or Products Outputs, to provide bug fixes, systems diagnostics, error and performance monitoring, to make updates and improvements, to develop new features and offerings, and to identify industry trends and developments. 

   
   

3. Representatives’ Data. During the performance of this Agreement each Party may collect, store and use personal data related to the other Party's representatives or employees, such as their name, telephone, e-mail address, job title. Such data may be collected from the other Party or directly from the representatives or employees and it is necessary to allow the Parties to enter into and perform this Agreement. Each Party shall be responsible to provide to their personnel the required notices as to this data processing. 

   
   

4. Notices. Notices and other communications by one Party to the other Party under this Agreement shall be in writing and shall be addressed by email with a read receipt: (a) to Client, at the email address registered with Client's account or specified in the applicable Order; and (b) to SERA, at legal@sera.ag (or such other address as SERA may designate from time to time). Operational notices, including invoices, renewal reminders, price-change notices, and suspension warnings, may also be delivered by SERA through the Product interface. Notices will be treated as received two calendar days after the email is sent (except for Saturdays, Sundays and public holidays, in which case the notice will be deemed received on the next working day), unless the email server returns a delivery-failure notification.

   
   

5. Subcontractors. SERA may use subcontractors to perform the Services and will be responsible for performance of the Services by such subcontractors as for its own actions under this Agreement. 

   
   

6. Waiver. Failure to exercise, or delay in exercising, any right, power or remedy under this Agreement shall not operate as a waiver, and any single or partial exercise of any right or remedy will not prevent any further or other exercise of any the same or other right or remedy. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach. 

   
   

7. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, transferred, delegated, or otherwise disposed of by either Party without the prior written consent of the other Party, not to be unreasonably withheld or delayed. 

   
   

8. Entire Agreement. This Agreement with all references herein is the entire understanding between SERA and Client with respect to the subject matter of this Agreement and supersedes any prior written or oral agreement between the Parties with respect to such subject matter. Unless otherwise prescribed hereunder, any amendment to this Agreement will be made in writing and will be signed by authorized representatives of the Parties. A conflict between the terms of this Agreement will be settled per the following order of precedence: (i) Order accepted by the Parties, (ii) this Agreement. 

14. OTHER PROVISIONS

1. Force Majeure. Neither Party shall be responsible to the other for the non-performance or delay in performance (other than the payment of money) occasioned by any causes beyond its control including, without limitation, acts of civil or military authority, strikes, lockouts, embargoes, insurrections, pandemic shutdowns, acts of God or acts of terrorism. The Party claiming the force majeure is obliged to notify the other Party in writing, within maximum 10 (ten) calendar days from the date of commencement of the force majeure event and is obliged to take all necessary measures to limit its effects, unless the required measures are too burdensome. In case the force majeure event lasts for more than three months, either Party may terminate the Agreement on giving written notice to the other Party.

   
   

2. No TUPE. For the avoidance of doubt, the license granted under this Agreement or the provision of Services by SERA to Client or its Affiliates does not represent a transfer of undertaking within the meaning of any national, state, and local laws and regulations (including European Union, where applicable) on the safeguarding of the employees’ rights in the event of transfer of undertakings, businesses, or parts thereof. However, in the event that any public authority or body or any employee (or former employee) of SERA/Client or its Affiliates claims or alleges or otherwise is deemed that he/she has transferred to or become employed by the other Party as a result of this Agreement, by virtue of the aforementioned legal provisions (“Transfer Claim”), the one Party which becomes aware of any Transfer Claim shall give notice to the other party of such Transfer Claim as soon as reasonably practicable and the Parties should co-operate in good faith in order to challenge such Transfer Claim.

   
   

3. Severability. If any of the provisions of the Agreement is or becomes invalid or non-binding, the Parties shall remain bound by the remaining part and shall replace the invalid or non-binding part by provisions which are valid and binding and the effect of which is, to the greatest extent possible, similar to that of the invalid or non-binding part. 

   
   

4. Relationship of the Parties. The relationship of the Parties established under this Agreement is that of independent contractors, and nothing therein shall constitute any Party the agent of any other Party. This Agreement does not create any rights for any third-parties.

   
   

5. Counterparts. This Agreement may be executed in two or more counterparts or electronically, and each of the counterparts or electronic copies will be deemed an original and together will constitute one and the same instrument. Any signature (including, without limitation, (i) any electronic symbol, process or data attached to or associated with a contract or other record and adopted or otherwise used by a person with the intent to sign, authenticate or accept such contract or record, (ii) any facsimile, .pdf or other digital record of a handwritten signature (iii) by clicking “I Accept” / “I Agree”, or (iii) by placing and Order) to this Agreement or any other agreement, deed or document referred to in this Agreement or made pursuant to this Agreement, shall have the same legal effect as a manually handwritten signature ‘wet ink’. The Parties agree that any such signature through electronic means provides for a sufficiently reliable method of signing within the meaning of and in accordance with the applicable law.

   
   

6. Survival. The following sections and clauses will survive non-renewal or termination of this Agreement for any reason: Intellectual Property Rights, Acceptable Use, Client Limited Responsibility, Liability, Term and Termination, Effects of Termination, Confidentiality, Governing Law and Jurisdiction, in addition to any other provisions that, by their content, are intended to survive the performance, non-renewal or termination of the Agreement (whether or not so expressly stated).

   
   

7. Express Consent Declarations. Each Party is entering into this Agreement in its own name and on its own behalf on the basis of its own analysis (or, where applicable, supported by its advisors) and fully understands and agrees to its rights and obligations (including the risks associated therewith) under this Agreement. Client confirms that it is entering into this Agreement in the course of its business and not as a consumer. Each Party declares that it expressly accepts each clause of this Agreement, including, without limitation, each clause in relation to (a) limitation of liability, (b) termination of this Agreement, (c) loss of rights or loss of the benefit of any term, (d) limitation of the right to invoke any exceptions, (e) limitation of the freedom to contract with other Persons, (f) choice of applicable law and choice of competent courts, is hereby expressly agreed and accepted by each Part.

   
   

8. Changes to these TCs. SERA may revise and update these TCs. Client’s use or access to the Services or Products after SERA posts the updated TCs on the website or otherwise gives notice of the changes represents agreement to the updated TCs. Client must stop using the Products and Services if Client does not accept the updated TCs. The updated TCs will enter into force 15 calendar days as of being posted or as otherwise indicated in the notice.