ActGen Data API Master Services Agreement

1. Definitions

"ActGen" means ActGen, the operator of the ActGen platform. "ActGen Parties" means ActGen together with its owner, founders, directors, officers, employees, contractors, agents, licensors, service providers, successors and Affiliates.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means this Master Services Agreement.

"Customer" means, where an individual accepts this Agreement for themselves, that individual; and where an individual accepts it for a company or other legal entity, that entity, together with its Affiliates (while they remain Affiliates) that have entered into Order Forms.

"Customer Content" means electronic data and information that Customer or its Users submit to the Services, including queries, code submitted for execution, request details and account information. Datasets are not Customer Content.

"Dataset" means a Mental Model, a batch, a Task or any other data ActGen delivers to Customer through the Purchased Services or under an Order Form, with its documentation and metadata. Dummy data served by the Free Services is not a Dataset.

"Documentation" means ActGen’s published documentation for the Data API, including its API reference and agent guide, as updated from time to time.

"Free Services" means the Sandbox Services and any other Services ActGen makes available to Customer free of charge. "Sandbox Services" means the Data API’s test mode: the sandbox dashboard, test-mode keys, the test-mode API and agent (MCP) endpoint, and the synthetic dummy data they serve, which are worked examples written for teaching and integration testing and are neither customer data nor licensed training data.

"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs and Trojan horses.

"Mental Model" means a collection of Tasks covering one engineering competence, such as digital physical design, divided into batches of up to 100 Tasks. "Task" means one record of four parts — the task, the raw trajectory that a model or person produced before correction, the expert-corrected trajectory, and the rubric that judges them — together with the fields that identify it: its Mental Model, its rights, and its Quality Control tracking number.

"Non-ActGen Application" means software or a service that Customer uses with the Services and that ActGen does not provide, including GitHub for sign-in and the agent hosts and MCP clients Customer connects.

"Order Form" means an ordering document or online order that specifies Services to be provided under this Agreement and is entered into between Customer and ActGen or any of their Affiliates, including any addenda and supplements to it. Statements of work are Order Forms, and ActGen’s approval of a live-mode request in the Data API dashboard is an online Order Form for live access. By entering into an Order Form, an Affiliate of Customer agrees to be bound by this Agreement as if it were an original party to it.

"Purchased Services" means Services that Customer or its Affiliates acquire under an Order Form, as distinguished from Free Services, including live-mode access to the Data API and the Datasets an Order Form licenses.

"Services" means the products and services that Customer orders under an Order Form or accesses as Free Services, including software ActGen makes available for them, such as client code, snippets, specifications and the agent endpoint.

"User" means an individual whom Customer authorizes to use the Services under Customer’s account, such as an employee or contractor of Customer or of its Affiliates, and any agent (automated software) that such an individual authorizes.

2. ActGen Responsibilities

2.1 Provision of Purchased Services. ActGen will make the Purchased Services available to Customer under this Agreement, the applicable Order Forms and the Documentation, and will use commercially reasonable efforts to keep them available, except for planned downtime and interruptions caused by events beyond ActGen’s reasonable control.

2.2 Protection of Customer Content. ActGen will maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Content. ActGen will not access or use Customer Content except to provide the Services, to prevent or address service or technical problems, as the law requires, or as Customer permits in writing. ActGen’s Privacy Policy at /privacy describes how it handles personal information about Users, and a data processing addendum the parties sign forms part of this Agreement.

2.3 ActGen Personnel. ActGen is responsible for the performance of its personnel, including its employees and contractors, and for their compliance with ActGen’s obligations under this Agreement, except as this Agreement provides otherwise.

2.4 Datasets and Deliverables. ActGen will deliver the Datasets and other deliverables an Order Form describes on the schedule it states. Unless the Order Form provides otherwise, Customer has 10 business days after delivery to check a deliverable against the Order Form’s specifications and may reject a nonconforming deliverable by written notice describing the nonconformity, in which case ActGen will correct and redeliver it. A deliverable is accepted when Customer accepts it in writing, when the review period ends without a rejection notice, or when Customer uses it in production or to train a model.

2.5 Free Services. ActGen may make Free Services available to Customer. Free Services are subject to this Agreement, and this Section 2.5 controls over any other part of this Agreement that conflicts with it. Free Services are provided without charge up to the limits described in the Documentation, and sandbox records may be used only to evaluate the Data API and to build and test Customer’s integration: they may not be used to train, fine-tune or evaluate a model Customer deploys, or be republished. ActGen may change, limit or terminate Customer’s access to any Free Services at any time, for any reason or none, without notice and without liability to Customer or anyone else. NOTWITHSTANDING SECTIONS 8 AND 9, THE FREE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, AND ACTGEN HAS NO INDEMNIFICATION OBLIGATION AND NO LIABILITY OF ANY KIND FOR THEM, UNLESS THAT EXCLUSION IS UNENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE ACTGEN’S LIABILITY FOR THE FREE SERVICES WILL NOT EXCEED US $500. NOTWITHSTANDING SECTION 10, CUSTOMER IS FULLY LIABLE TO THE ACTGEN PARTIES FOR ANY DAMAGES ARISING OUT OF ITS USE OF THE FREE SERVICES, ANY BREACH OF THIS AGREEMENT BY CUSTOMER, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS.

3. Use of Services

3.1 Subscriptions and Orders. Unless an Order Form provides otherwise, (a) Purchased Services are purchased as subscriptions for the term the Order Form states, (b) subscriptions may be added during a term at the same pricing, prorated for the rest of that term, and (c) added subscriptions end on the same date as the subscriptions they were added to. Customer’s purchases are not contingent on the delivery of any future functionality or Dataset, or on any statement by ActGen about future functionality or Datasets. Live access is not automatic: Customer requests it from the dashboard, and ActGen approves or declines each request.

3.2 Usage Limits. The Services are subject to the usage limits stated in Order Forms and the Documentation, including request rates, the number of batches an agent authorization may open, and the Mental Models licensed to Customer. If Customer exceeds a contractual usage limit, ActGen may work with Customer to bring its usage within the limit, and if Customer cannot or will not do so, Customer will promptly enter into an Order Form for additional quantities on ActGen’s request.

3.3 Customer Responsibilities. Customer will (a) be responsible for its Users’ compliance with this Agreement, the Documentation and the Order Forms, and for everything done under its account, including by the agents it authorizes; (b) be responsible for the accuracy, quality and legality of Customer Content; (c) keep its sign-ins, API keys and agent authorizations confidential and use commercially reasonable efforts to prevent unauthorized access to or use of the Services, notifying ActGen promptly of any it discovers; and (d) use the Services only in accordance with this Agreement, the Documentation, the Order Forms and applicable law. Keys and agent authorizations can be revoked at any time from the dashboard, and ActGen may disable or narrow any credential it believes has been compromised or misused.

3.4 Usage Restrictions. Customer will not, and will not permit anyone to: (a) make the Services or any Dataset available to anyone other than Customer and its Users, or use them for the benefit of anyone else, unless an Order Form expressly allows it; (b) sell, resell, license, sublicense, distribute, rent or lease the Services or any Dataset; (c) use the Services to store or transmit infringing, unlawful or tortious material, material in violation of third-party privacy rights, or Malicious Code; (d) submit sensitive personal information to the Services, including financial account information, health information, biometric data, personal information about children, and any data privacy law treats as a special category; (e) interfere with or disrupt the integrity or performance of the Services or third-party data in them; (f) attempt to gain unauthorized access to the Services or their related systems or networks, or bypass or reset any access control, rate limit, batch ceiling or trust restriction, including the restriction that narrows an agent’s access after it is served untrusted content; (g) access the Services by automated means other than the API, the agent endpoint and the credentials ActGen issues, or share credentials so that one authorization serves more than one agent or task; (h) copy, modify or create derivative works of the Services or any Dataset, other than models trained as Section 6.2 permits; (i) reverse engineer the Services, except to the extent the law forbids this restriction; (j) attempt to re-identify any person whose contribution to a Dataset was pseudonymized, or remove or alter any proprietary, attribution or provenance notice; or (k) access or use the Services or any Dataset to build, train or improve a competing product or dataset, including a service that resells, relicenses or aggregates expert trajectory data. Any use of the Services in breach of this Agreement that in ActGen’s judgment threatens the security, integrity or availability of the Services may result in ActGen’s immediate suspension of the Services, although ActGen will use commercially reasonable efforts to give Customer notice and a chance to remedy the breach first.

3.5 Untrusted Content in Tasks. A Task can contain a raw trajectory: the unedited actions and text a model or a person produced before an expert corrected them. Customer will treat that material as untrusted input. It can contain instructions aimed at software that reads it, and it must never direct an agent, tool or system without Customer’s own controls in between. Except as warranted in Section 8.2 or an Order Form, ActGen does not promise that any Task, correction, rubric or other output is accurate, complete or fit for Customer’s purpose, and Customer will review and validate it before relying on it.

4. Non-ActGen Products and Services

4.1 Non-ActGen Applications. Customer’s use of any Non-ActGen Application, and any exchange of data between Customer and its provider, is solely between Customer and that provider. ActGen does not warrant or support Non-ActGen Applications and is not responsible for them, whether or not ActGen links to them or designates them as compatible.

4.2 Agents. When a User authorizes an agent, the agent receives a short-lived, read-only authorization limited to the Mental Models, batches and duration the User approves. The agent acts for Customer, and Customer is responsible for choosing the agents it connects and for what they do with the access it grants.

5. Fees and Payment

5.1 Fees. Customer will pay all fees specified in Order Forms. Unless an Order Form provides otherwise, (a) fees are based on the Services and Datasets purchased and not on actual usage, (b) payment obligations are non-cancellable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant subscription term.

5.2 Invoicing and Payment. Customer will give ActGen a valid purchase order, or another document reasonably acceptable to ActGen, for each Order Form that is not paid by card. ActGen will invoice Customer in advance, annually or on any other schedule the Order Form states, and will quote Customer’s purchase order number on its invoices. Unless the Order Form states otherwise, invoiced fees are due net 30 days from the invoice date. Customer is responsible for giving ActGen complete and accurate billing and contact information and for telling ActGen of any change to it.

5.3 Overdue Charges. If an invoiced amount is not received by the due date, then without limiting ActGen’s other rights and remedies, (a) the overdue amount may accrue late interest at 1.5% of the outstanding balance per month, or the maximum rate the law permits, whichever is lower, and (b) ActGen may condition future renewals and Order Forms on shorter payment terms.

5.4 Suspension of Service and Acceleration. If any amount Customer owes under this Agreement is 30 or more days overdue, ActGen may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations so that they become immediately due, and suspend the Services until those amounts are paid in full, after giving Customer at least 10 days’ prior notice under Section 12.10 that its account is overdue.

5.5 Payment Disputes. ActGen will not exercise its rights under Section 5.3 or 5.4 while Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.6 Taxes. Fees do not include taxes, levies, duties or similar governmental assessments of any kind, including value-added, sales, use and withholding taxes ("Taxes"). Customer is responsible for all Taxes associated with its purchases, except Taxes on ActGen’s net income, property and employees. If ActGen must pay or collect Taxes for which Customer is responsible, ActGen will invoice them to Customer, unless Customer gives ActGen a valid tax exemption certificate.

6. Proprietary Rights and Licenses

6.1 Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, ActGen and its licensors reserve all right, title and interest in and to the Services, the Datasets and the Documentation, including the structure, selection and presentation of the data, and all related intellectual property rights. No rights are granted to Customer except as expressly set out in this Agreement.

6.2 License to Datasets. Subject to this Agreement and payment of the applicable fees, ActGen grants Customer a non-exclusive, non-transferable license for its Users to use each Dataset delivered under an Order Form for Customer’s internal purposes, including training, fine-tuning and evaluating Customer’s own models, for the license period the Order Form states or, if it states none, for the Order Form’s term. Broader rights, such as exclusivity, a perpetual license or a right to share with named third parties, exist only if an Order Form states them. Unless an Order Form provides otherwise, models Customer trains on a Dataset while its license is in effect may continue to be used after the license ends, provided they are not used to reproduce or disclose substantial portions of the Dataset. When a Dataset license ends, Customer will stop using the Dataset and delete every copy within 30 days, except copies the law requires it to keep, which remain subject to Section 7, and will certify its compliance in writing on ActGen’s request, no more than once a year.

6.3 License by Customer to ActGen. Customer grants ActGen, its Affiliates and its contractors a worldwide, limited-term license to host, copy, process, transmit and display Customer Content as reasonably necessary for ActGen to provide, secure and support the Services under this Agreement. Subject to that license, ActGen acquires no right, title or interest in Customer Content.

6.4 License by Customer to Use Feedback. Customer grants ActGen and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into their services any suggestion, enhancement request, recommendation, correction or other feedback that Customer or its Users provide about the Services.

6.5 Government End Use. The Services, including their software and Datasets, are commercial items. A government entity acquires only the rights this Agreement grants.

7. Confidentiality

7.1 Definition of Confidential Information. "Confidential Information" means all information that one party (the "Disclosing Party") discloses to the other (the "Receiving Party"), orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. Customer’s Confidential Information includes Customer Content. ActGen’s Confidential Information includes the Datasets and the non-public parts of the Services. The terms and pricing of this Agreement and of each Order Form are the Confidential Information of both parties. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of an obligation owed to the Disclosing Party, (b) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of such an obligation, (c) is received from a third party without breach of such an obligation, or (d) was independently developed by the Receiving Party.

7.2 Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses for its own confidential information of like kind, and never less than reasonable care. It will not use that Confidential Information for any purpose outside the scope of this Agreement and, unless the Disclosing Party authorizes otherwise in writing, will limit access to those of its and its Affiliates’ employees and contractors who need it for purposes consistent with this Agreement and are bound by confidentiality obligations at least as protective as these. Either party may disclose the terms of this Agreement and any Order Form to its legal counsel, accountants and, under a duty of confidence, prospective acquirers or investors. Each party is responsible for any breach of this Section by its Affiliates, employees and contractors.

7.3 Compelled Disclosure. The Receiving Party may disclose the Disclosing Party’s Confidential Information when the law compels it to, provided it gives the Disclosing Party prior notice where legally permitted, and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. Representations, Warranties, Exclusive Remedies and Disclaimers

8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 ActGen Warranties. ActGen warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation accurately describe the safeguards that protect Customer Content, (b) ActGen will not materially decrease the protection of Customer Content, (c) ActGen will not materially decrease the overall functionality of the Purchased Services, and (d) the Purchased Services and the Datasets delivered under an Order Form will perform, or conform, materially in accordance with the Documentation and that Order Form. For any breach of these warranties, Customer must notify ActGen in writing within 30 days after discovering it, and Customer’s exclusive remedies are those described in Sections 11.3 and 11.4.

8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT THE LAW PERMITS. THE FREE SERVICES ARE PROVIDED "AS IS", AS AVAILABLE AND WITH ALL FAULTS, AND THE ACTGEN PARTIES DISCLAIM ALL WARRANTIES FOR THEM. THE ACTGEN PARTIES DO NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY TASK, CORRECTION OR RUBRIC WILL BE ACCURATE OR COMPLETE.

9. Mutual Indemnification

9.1 Indemnification by ActGen. ActGen will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the Purchased Services or a Dataset, used as this Agreement permits, infringes or misappropriates that third party’s intellectual property rights (a "Claim Against Customer"), and will indemnify Customer from any damages, attorneys’ fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement ActGen approves of, a Claim Against Customer, provided that Customer (a) promptly gives ActGen written notice of the Claim Against Customer, (b) gives ActGen sole control of its defense and settlement, except that ActGen may not settle a claim unless it unconditionally releases Customer of all liability, and (c) gives ActGen all reasonable assistance, at ActGen’s expense. If ActGen receives information about an infringement or misappropriation claim related to a Service or Dataset, ActGen may in its discretion and at no cost to Customer (i) modify it so that it is no longer claimed to infringe or misappropriate, without breaching ActGen’s warranties in Section 8.2, (ii) obtain a license for Customer’s continued use of it in accordance with this Agreement, or (iii) end Customer’s subscription to it on 30 days’ written notice and refund Customer any prepaid fees covering the rest of the term of the terminated subscription. These defense and indemnification obligations do not apply if a Claim Against Customer arises from Customer Content, a Non-ActGen Application, a modification ActGen did not make, a combination with anything ActGen did not provide, Customer’s breach of this Agreement, or the Free Services.

9.2 Indemnification by Customer. Customer will defend the ActGen Parties against any claim, demand, suit or proceeding made or brought against any of them by a third party alleging that Customer Content, or Customer’s use of the Services or of a Dataset in breach of this Agreement, including by an agent Customer authorized, infringes or misappropriates that third party’s intellectual property rights or violates applicable law, or arising from any model, product or dataset Customer builds with the Services or a Dataset (a "Claim Against ActGen"), and will indemnify the ActGen Parties from any damages, attorneys’ fees and costs finally awarded against them as a result of, or for any amounts paid by them under a settlement Customer approves of, a Claim Against ActGen, provided that ActGen (a) promptly gives Customer written notice of the Claim Against ActGen, (b) gives Customer sole control of its defense and settlement, except that Customer may not settle a claim unless it unconditionally releases the ActGen Parties of all liability, and (c) gives Customer all reasonable assistance, at Customer’s expense.

9.3 Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in it.

10. Limitation of Liability

10.1 Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES, AND OF THE ACTGEN PARTIES TOGETHER, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS BEFORE THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THIS LIMITATION APPLIES WHETHER AN ACTION IS IN CONTRACT OR TORT AND WHATEVER THE THEORY OF LIABILITY, BUT IT DOES NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER SECTION 5, CUSTOMER’S OBLIGATIONS UNDER SECTION 9.2, OR CUSTOMER’S LIABILITY FOR BREACH OF SECTION 3.4 OR SECTION 6.2.

10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES OR ANY ACTGEN PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES OR GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND WHATEVER THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THIS DISCLAIMER DOES NOT APPLY TO THE EXTENT THE LAW PROHIBITS IT.

10.3 Claims Only Against ActGen. Customer may bring claims arising out of or related to this Agreement or any Order Form only against ActGen. No other ActGen Party, including ActGen’s owner, founders, directors, officers and employees, has any personal liability to Customer under this Agreement or any Order Form, and Customer waives any such claim, except against an individual for that individual’s own fraud.

11. Term and Termination

11.1 Term of Agreement. This Agreement begins on the Effective Date and continues until all subscriptions under it have expired or been terminated. While no subscription is in effect, either party may end this Agreement, including Customer’s access to the Free Services, by notice to the other.

11.2 Term of Purchased Subscriptions. The term of each subscription is as specified in the applicable Order Form. Unless an Order Form provides otherwise, subscriptions renew automatically for additional one-year terms unless either party gives the other written notice (email is acceptable) at least 30 days before the end of the current term. Unless an Order Form provides otherwise, a renewal of a promotional or one-time-priced subscription is at ActGen’s list price in effect at the time of renewal.

11.3 Termination. A party may terminate this Agreement for cause (a) on 30 days’ written notice to the other party of a material breach, if the breach remains uncured when that period ends, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4 Refund or Payment upon Termination. If Customer terminates this Agreement under Section 11.3, ActGen will refund Customer any prepaid fees covering the rest of the term of all Order Forms after the effective date of termination. If ActGen terminates this Agreement under Section 11.3, Customer will pay any unpaid fees covering the rest of the term of all Order Forms, to the extent the law permits. Termination never relieves Customer of its obligation to pay fees payable to ActGen for the period before the effective date of termination. When an Order Form ends, its live-mode credentials stop working.

11.5 Surviving Provisions. Sections 2.5 (Free Services), 3.4 (Usage Restrictions), 5 (Fees and Payment), 6 (Proprietary Rights and Licenses), 7 (Confidentiality), 8.3 (Disclaimers), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.5 (Surviving Provisions) and 12 (General Provisions) survive any termination or expiration of this Agreement, and Section 2.2 (Protection of Customer Content) survives for as long as ActGen retains Customer Content.

12. General Provisions

12.1 Export Compliance. The Services, the Datasets and other ActGen technology may be subject to export laws and regulations of the United States and other jurisdictions, and semiconductor design data is often controlled. Each party represents that it is not on any United States government restricted-party list. Customer will not permit any User to access or use any Service or Dataset in a country or region under comprehensive United States sanctions, or in violation of any export law or regulation, and is responsible for any license its use requires.

12.2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment in the ordinary course of business do not breach this restriction. A party that learns of a breach of this restriction will use reasonable efforts to notify the other promptly.

12.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between ActGen and Customer regarding Customer’s use of the Services and supersedes all prior and contemporaneous agreements, proposals and representations, written or oral, about its subject matter. Any term or condition stated in a Customer purchase order, a supplier registration, a vendor portal or any other Customer order documentation (excluding Order Forms) is void, even if ActGen accepts the purchase order or performs. If documents conflict, the order of precedence is (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings are for convenience only and do not affect the construction of any provision.

12.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between them.

12.5 Third-Party Beneficiaries. The ActGen Parties are intended third-party beneficiaries of Sections 2.5, 8.3, 9.2 and 10 and may enforce them. There are no other third-party beneficiaries.

12.6 Waiver. A party’s failure or delay in exercising a right under this Agreement is not a waiver of that right.

12.7 Severability. If a court or arbitrator of competent jurisdiction holds a provision of this Agreement contrary to law, the provision will be deemed null and void, and the remaining provisions remain in effect.

12.8 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent, which may not be unreasonably withheld. Either party may, however, assign this Agreement in its entirety, including all Order Forms, without consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. If a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, the other party may terminate this Agreement on written notice, and ActGen will then refund Customer any prepaid fees covering the rest of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement binds and benefits the parties and their successors and permitted assigns.

12.9 Contracting Entity, Governing Law and Disputes. Customer is contracting with ActGen. This Agreement, every Order Form, and any dispute arising out of or related to them or to the Services, whether in contract, tort or otherwise, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. Before starting arbitration, a party will give the other written notice of the dispute, and senior representatives of both parties will try in good faith to resolve it within 30 days. A dispute that is not resolved that way will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Delaware, USA, conducted in English and kept confidential. Judgment on the award may be entered in any court with jurisdiction. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, its Confidential Information or the security of the Services, and the state and federal courts in Delaware have exclusive jurisdiction over any matter not subject to arbitration. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR TAKE PART IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION.

12.10 Manner of Giving Notice. Notices under this Agreement must be in writing and are effective on the earlier of receipt or the second business day after sending by email. Notices to ActGen are given by email to siva@actgen.ai, with "Legal notice" in the subject line and naming Customer, or to the notice address in an Order Form. Notices to Customer are given to the notice address in an Order Form or, where there is none, to the contact email in Customer’s most recent request to make an API live, and ActGen may also post them to Customer’s dashboard. Billing notices go to the billing contact Customer designates, and ActGen may give notices of an operational nature through the dashboard.

12.11 Publicity. Neither party may use the other’s name, logo or trademarks, or announce the relationship between them, without the other’s prior written consent.

12.12 Changes to this Agreement. ActGen may publish a revised version of this online Agreement with a new version number and effective date. A revision binds Customer only when Customer accepts it, which the dashboard asks for at the next sign-in, and until then the version Customer last accepted continues to govern. Each Order Form remains governed by the version in effect when it was entered into until the end of its current term, unless the parties agree otherwise in writing. Otherwise, this Agreement and any Order Form may be amended only in a writing signed by both parties, which may be signed electronically and in counterparts.

12.13 Force Majeure. Neither party is liable for a delay or failure to perform, other than an obligation to pay, caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes not involving its own employees, government action, and failures of utilities, networks or third-party hosting providers.