Terms of Use

CLICK WRAP TRADING TERMS

July 14, 2026

By clicking on the “I accept the terms and conditions” button, by making or executing an Order or by using the Product or downloading or accessing the Software, You are indicating Your acceptance of this Agreement and agree to be legally bound by its terms, to the exclusion of all other terms. Unless and only to the extent expressly identified otherwise in this Agreement, there will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. If You are agreeing to these terms on behalf of an organization or entity, You represent and warrant that you are authorized to agree to these terms on that organization’s or entity’s behalf and bind them to these terms (in which case, the references to “You” and “Your” will refer to that organization or entity.

We reserve the right, at Our sole discretion, to modify or replace any of the provisions of this Agreement at any time by posting a notice on Our website or by sending You a written notice. It is Your responsibility to check this Agreement periodically for changes. Your continued use of Our Products or Software following the posting of any changes to this Agreement constitutes acceptance of those changes. If You do not agree to any material change, please provide a written notice to Us within thirty (30) days after the posting of such change, in which case Section 16.10 of the Trading Terms will apply.

1 DEFINITIONS

1.1 In this Agreement the following definitions apply:

“Agreement” means the agreement formed between You and Us for the Order of the Product and/or download of or access to the Software and includes these Trading Terms and, if applicable, an executed Order, the applicable Product Terms (in each case which are incorporated into and form a part of this Agreement upon mutual execution or by Your acceptance of the applicable terms).

“Australian Consumer Law” means the Competition and Consumer Act 2010 (Cth), Schedule 2.

“Claim” means any claim, action, demand or proceeding

(a) under, arising out of, or in any way in connection with this Agreement;

(b) arising out of, or in any way in connection with the Product or Software or either party’s conduct before the date of the Order; or

(c) arising otherwise at law including in equity, by statute, tort (whether for negligence or otherwise), contract, for restitution or unjust enrichment.

“Consumer” has the meaning given to it in the Australian Consumer Law.

“Customer Data” means any data, content, code, files, or other material that You (including any users acting through Your account) provide, upload, submit to, store in, or process through any Offering in the course of using the Offerings, including Input and Output (each as defined in Section 5.3(a)), user account data (e.g., registered email address, IP address, execution traces, intermediate outputs, project artifacts, and technical logs generated in your account), but excluding Platform Analytics Data (each as defined in Section 5.3(c)). Where applicable Product Terms define “Customer Data” for a specific Offering (such as Moku Compile or GenInst Studio), that product-specific definition shall apply to Customer Data submitted to or processed through that Offering.

“Documentation” means any documentation made available to You by Us for use with the Product and Software, including any user’s guide or any such documentation available online, which may be updated by Us from time to time upon notice to You.

“Force Majeure Event” means any event beyond the reasonable control of the relevant party.

“GenAI Features” means generative artificial intelligence features and technologies capable of automatically producing various types of content based on user-supplied prompts or inputs that We make available for You to use as part of or in connection with our Products, Software, Support, and/or our other services and offerings.

“GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any other similar tax.

“Intellectual Property Rights” means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

“Liability” means all liabilities, costs, damages, losses, expenses and outgoings of whatever description, including the costs and expenses of defending or settling any Claim.

“Order” means, as applicable, (i) the order form mutually executed between You and Us for the Product and/or Software which references these Trading Terms, or (ii) the online order placed by You and accepted by Us for the supply of the Product and download of or access to the Software.

“Offering” means the Products, Software, Documentation, GenAI Features, Support, and related services collectively.

“Pre-Order Products” means certain Products and/or Software made available by Us for pre-order or “trial” or “beta” testing prior to their general commercial release.

“Prescribed Terms” means any terms, conditions and warranties which applicable law expressly provides may not in respect of this Agreement be excluded, restricted or modified, or may be excluded, restricted or modified only to a limited extent.

“Product” or “Products” means the hardware devices identified or selected in an applicable Order.

“Product Terms” means the product-specific terms and conditions applicable to a particular Software product offered by Us, including (as applicable) the API License Terms, the Moku Compile Terms and Conditions, and the GenInst Studio Terms and Conditions, each of which is incorporated into and forms part of this Agreement upon Your acceptance of such terms. Where any Product Terms conflict with or differ from these Trading Terms, the Product Terms shall control with respect to the subject matter covered by those Product Terms to the extent of such conflict or difference.

“Software” means the (i) the software embedded or included with any Product and (ii) any software provided by Us for You to download or access through a hosted cloud service, and in each case, any upgrades, updates, patches, or new releases of the foregoing made available by Us to You from time to time. For clarity, Software includes our APIs, Moku Compile and GenInst Studio.

“Support” means the services set out in clause 7.1.

“Us”, “We”, “Our” means Liquid Instruments, Inc. and includes its subsidiaries and its and their directors, agents, subcontractors and employees.

“User Submission” means anything You post, upload, share, store, or otherwise provide on Our websites or otherwise through the Offerings.

“You”, “Your” means the person/entity executing or placing an Order, purchasing the Product or downloading or accessing the Software and includes its directors, agents, subcontractors and employees.

1.2 Unless the context requires otherwise:

(a) a reference to a person includes a corporation, a trust or any other legal entity;

(b) the singular includes the plural and vice versa;

(c) headings are for convenience and do not form part of this Agreement or otherwise affect the interpretation of this Agreement;

(d) where any word or phrase is given a definite meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

(e) the term “includes” (or any similar term) means “includes without limitation”; and

(f) a reference to any statute includes references to any subsequently amended, consolidated or re-enacted version of that statute and all delegated legislation or other statutory instruments made under it.

2 ORDERS

2.1 You may place an Order with Us from time to time for the supply of the Product and/or download of or access to the Software.

2.2 Except for Pre-Order Products, once an Order is placed, it cannot be canceled by You. Upon placing the Order (including for Pre-Order Products), your chosen payment method (e.g. credit card) will be charged in full on check-out. Your placing of an Order for a Product (including a Pre-Order Product) constitutes your express agreement to be charged the full price of such product upon check-out. The release date of a Pre-Order Product is subject to change, and We make no warranty that we will ship the Pre-Order Product or have it available on the date of release stated at the time You placed Your Order. Should the release date of a Pre-Order Product change, We will notify You via e-mail or alternative contact. You may also elect to cancel an Order for a Pre-Order Product at any time up until the time the Pre-Order Product is shipped and We will fully refund You the purchase price. We reserve the right to cancel a Pre-Order Product or its applicable Order at any time, provided We will fully refund You the purchase price.

2.3 The fees for the Products (including Pre-Order Products) and Software are specified in Our pricing schedule (available at liquidinstruments.com or by emailing info@liquidinstruments.com) applicable at the date of the relevant Order. We may update the pricing schedule from time to time in our sole discretion, and Your continued use of the Product or Software following such update will constitute Your acceptance of those updates.

2.4 You agree to give Us all relevant information to process Your Order (including credit card information, name, contact person, address for delivery of the Product, and any other information which may affect Our ability to provide the Product) at the time of the Order.

3 PAYMENT

3.1 Except as otherwise expressly set forth in a separate, executed contract between You and Us for the Order of the Products and/or Software, payment for the Products and Software is due at the time of the Order. We may use a third-party payment processor (the “Payment Processor”) to bill you through your chosen payment method. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition the terms of this Agreement. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to place an Order, You agree to pay us all applicable fees and charges for such Order using Your chosen payment method (e.g. credit card), and You authorize Us and our Payment Processor to charge Your chosen payment method (e.g. credit card) to effect the payment. At our discretion, We may delay processing of the payment until the time the Product is shipped by Us to You. In the event that We incur a charge in connection with the payment, You must pay Us the amount of that charge as an additional payment.

3.2 You must pay all use, sales, value-added, property and similar taxes (excluding US taxes based on Our net income), shipping, duties, withholdings, backup withholding and the like (collectively, “Taxes”) in connection with the supply of the Product and Software, including but not limited to any GST, as applicable. Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of all Taxes.

3.3 At our discretion, We may not deliver the Product or permit You to download or access the Software until We have received all monies payable by You in connection with the supply of the Product and Software.

4 GRANT OF LICENSES

4.1 Software. We grant You a personal, non-exclusive, worldwide, non-assignable, non-transferable, non-sublicensable license to use the Software and the Documentation solely for Your internal business purposes in support of using and operating the Product procured by You pursuant to an Order, and only in accordance with the Documentation, subject to and in accordance with the terms and conditions of this Agreement and applicable laws, for the term specified in the applicable Order, or, if no term is specified in the Order, for the period during which You have paid the applicable fees for such Software (the “License Term”). This Section 4.1 sets forth the default license applicable to all Software. Where applicable Product Terms include a license grant for a particular Software product, those product-specific license terms supersede this Section 4.1 with respect to that Software product to the extent of any conflict or difference. Except for the licenses expressly granted under this Agreement (including any applicable Product Terms), We and Our licensors retain all rights, title, and interest in and to the Software, Documentation, and all copies thereof.

4.2 Use Restrictions. The following restrictions apply to Your use of any Offering. Unless explicitly provided otherwise in the applicable Product Terms, You must not (and must not permit any third party to):

(a) use any Offering for any purpose or in any manner other than as explicitly permitted under this Agreement, or in violation of any applicable laws and regulations;

(b) permit any third party to use any Offering, use any Offering for the benefit of any third party, use any Offering for timesharing, service bureau, or similar purposes, or for any purpose other than Your internal use for Your own internal benefit to support the use of the Products purchased or controlled by You;

(c) reproduce, translate, make error corrections to or otherwise modify or adapt any Offering or create any derivative works based upon any Offering;

(d) rent, lease, sell, distribute, pledge, assign, or otherwise transfer or encumber rights to any Offering;

(e) de-compile, disassemble, reverse engineer, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any Offering (including, without limitation, exfiltrating the weights of any model) (except to the extent that applicable law specifically prohibits such restrictions);

(f) use web scraping, web harvesting, or other data extraction methods to extract data from any Offering;

(g) use any Offering to develop any competitive products or services;

(h) modify or remove any copyright or other proprietary notices or labels on any Offering;

(i) possess or use any Offering, or allow the transfer, transmission, export, or re-export of any Offering or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency; or

(j) interfere or attempt to interfere with the proper working of any Offering, or bypass or attempt to bypass any measures We use to prevent or restrict access to any Offering (or other accounts, computer systems, or networks connected to any Offering).

5 OFFERINGS; GENAI FEATURES; CUSTOMER DATA

5.1 Acknowledgement. You acknowledge and agree that:

(a) We do not warrant that access and use of the Offerings will be uninterrupted, error-free, or completely secure;

(b) We do not warrant that the Offerings will be compatible, or operate in any combination with Your equipment and other software programs or hardware which may be selected for use by You;

(c) We do not guarantee the Offerings to be free from virus, spyware or malware (as those terms are generally understood in the IT industry); and

(d) You will use the Offerings in accordance with the Documentation, this Agreement, and all applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, export control and the transmission of technical or personal data).

5.2 Restricted Use. You shall not, directly or indirectly, use any of the Offerings for any of the following purposes:

(a) military applications, nuclear power generation, nuclear weapons design or production, or nuclear fuel cycle applications;

(b) medical device, clinical diagnostic, or patient care applications where failure or malfunction of the Offering could result in death, personal injury, or serious harm to a patient (for the avoidance of doubt, use of the Offerings for general scientific or engineering research and measurement in medical or pharmaceutical laboratory settings is not prohibited by this clause);

(c) life-critical or life support systems where failure or malfunction of the Offering could reasonably be expected to result in death or serious personal injury, including without limitation aviation flight control, industrial safety systems, or emergency response systems;

(d) the development, design, or operation of lethal autonomous weapons systems or any systems capable of selecting and engaging targets without meaningful human oversight; or

(e) critical infrastructure operations (including power generation and distribution, water treatment and supply, financial system infrastructure, or public communications networks) or mass surveillance applications.

5.3 Data Use.

(a) Input, Output, and Customer Data.

(1) You may provide input (such as prompts, instructions, files, code, and context) to the GenAI Features (“Input”), and receive output from the GenAI Features based on the Input (“Output”).

(2) You represent and warrant that You have all rights, licenses, consents, permissions, and authority needed to provide Customer Data to the Offerings, and that Your use of the Offerings and Your Customer Data do not and shall not infringe or violate any intellectual property, privacy, data protection, publicity, or other proprietary rights of any third party, nor violate any applicable laws.

(3) Except to the extent provided otherwise in the applicable Product Terms (with respect to the applicable Offering governed by such Product Terms only), You hereby grant Us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use, reproduce, modify, create derivative works from, and otherwise exploit Customer Data for any of the following purposes (“Data License”): (A) providing, maintaining, operating, supporting, and securing the Offerings and any other products and services provided to You; (B) developing, training, fine-tuning, testing, and improving machine learning and artificial intelligence models, including models incorporated into or used in connection with any of Our products and services, as well as generally developing and improving Our products and services, subject to any subscription tier-specific restrictions or opt-in/opt-out requirements as explicitly set out in the applicable Product Terms; (C) generating, using, and making available Platform Analytics Data (as defined in Section 5.3(c) below) for Our legitimate business purposes; and (D) complying with applicable laws and responding to lawful requests from government authorities.

• For clarity, We do NOT use Customer Data for: (i) user profiling, or tracking or learning the preferences or interests of any individual user; (ii) targeted advertising directed at You or any individual user; or (iii) automated decision-making regarding any individual user. Where We use Customer Data in connection with model training and product improvement purposes as permitted under the Data License, the purpose of such use is to understand how the GenAI Features are used, to identify patterns of acceptance and rejection rates of Outputs, to measure success and failure of the performance and results of such GenAI Features, and to generally improve the performance, accuracy, and reliability of the GenAI Features and Our products and services for the benefit of our users. We will implement reasonable technical and organizational measures designed to de-identify or aggregate Customer Data used for model training purposes where reasonably practical.
• Applicable Product Terms may impose additional restrictions or limitations on Our use of the Customer Data, and/or grant You opt-in, opt-out, or other rights with respect to specific uses of Customer Data for particular Offerings, in which case those more restrictive terms shall apply to that Offering to the extent of any conflict.

(b) Personal Data. To the extent the Customer Data includes any “personally identifiable information” or “personal information” under applicable data privacy laws, rules or regulations, we will process such personal data in accordance with our Privacy Policy at liquidinstruments.com/privacy, and the “perpetual” and “irrevocable” terms of the Data License are subject to any mandatory rights of data subjects under applicable data protection laws.

(c) Platform Analytics Data.

Notwithstanding anything in this Agreement to the contrary, We may independently generate, collect, and use aggregated, anonymized, or de-identified data derived from Your use of the Offerings, including without limitations: (i) usage statistics, telemetry, access and utilization metrics; (ii) insights, models, and analyses derived from Customer Data or usage information; and (iii) any other data that has been processed such that it cannot reasonably be used to identify You or any individual user under Your account (collectively, "Platform Analytics Data”). Platform Analytics Data is not Customer Data, and Our right to generate and use it is independent of the Data License granted in Section 5.3(a)(3). We may use Platform Analytics Data for any legitimate business purpose, including developing, improving, testing, operating, promoting, and marketing Our products and services, without restriction.

5.4 GenAI Features. We may, in our sole discretion, make available, change, or remove certain GenAI Features as part of or in connection with the Products, Software, or our provision of Support or other services to you (e.g. customer support chatbot). With respect to the GenAI Features, You further acknowledge and agree that:

(a) Human Review; Inaccuracy. You acknowledge and agree that Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, appropriate, complete or current by Us. You should independently review and verify Outputs as to the accuracy and appropriateness for Your use cases or applications. You agree not to include any deceptive or misleading Inputs to the GenAI Features (including in an attempt to steer the GenAI Features to generate inaccurate Outputs). We are not responsible for monitoring or moderating any Output nor verifying the accuracy, appropriateness, security, or completeness of any Output, and are also not responsible for any inaccuracies or other errors in the Outputs and/or any errors in the Inputs.

(b) Similarity of Output; General Knowledge. You acknowledge that due to the nature of the artificial intelligence generally, the GenAI Features and the Output may not be unique, and that nothing hereunder prevents or restricts Us from (i) developing and providing the same or similar outputs to other customers, or (ii) utilizing “skills or knowledge of a general nature” acquired in connection with the provision of the GenAI Features. “Skills or knowledge of a general nature” shall include, without limitation, anything that might reasonably be acquired in similar work performed for another party.

(c) No Sensitive Data. You shall not submit to the GenAI Features or otherwise provide to Us any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (A) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (B) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction; and (C) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.

(d) No High Risk Application. You shall not, directly or indirectly, use the GenAI Features to engage in any activities that would cause the GenAI Features to be classified as “high risk” or other similar categorization as defined under the EU AI Act or other applicable laws related to artificial intelligence technologies, including but not limited to automated decision-making that has a significant adverse impact on individual rights without meaningful human oversight.

(e) Third Party AI. You acknowledge and agree that (i) the GenAI Features use artificial intelligence models or tools licensed (“Third Party AI”) from or otherwise made available by third parties (“Third Party Providers”) to power certain of its features, and (ii) the availability and operation of the GenAI Features are dependent on the availability and operation of, and our ability to access, such Third Party AI. The Third Party AI constitutes “Third Party Services” for purposes of Section 6.5, and the terms of Section 6.5 apply to the Third Party Providers and Third Party AI. In addition, Your use of the GenAI Features hereunder shall be subject to the third party terms, conditions, and acceptable use policy available at liquidinstruments.com/terms/acceptable-use-policy, as may be modified from time to time by the Third Party Providers and/or their third party licensors or suppliers at any time (collectively, the “Third Party Terms”), and which are incorporated into this Agreement by reference. You hereby agree to be bound by and are solely responsible for complying with the Third Party Terms. Any use by You of the GenAI Features following a change to the Third Party Terms shall constitute acceptance of such change. We cannot and do not guarantee that the GenAI Features shall incorporate (or continue to incorporate) any particular Third Party AI and do not make any representations or warranties with respect to any particular Third Party AI or any third party suppliers or licensors.

6 INTELLECTUAL PROPERTY RIGHTS

6.1 Our IP. Nothing in this Agreement constitutes a transfer of any of Our Intellectual Property Rights. You acknowledge that We own all Intellectual Property Rights in the Product and the Software and the Documentation.

6.2 Your IP. As between the parties, We acknowledge that You own all Your Intellectual Property Rights in Your Inputs to the GenAI Features and Your User Submissions, subject to the licenses and rights granted to Us hereunder.

6.3 Our Mark. You must not directly or indirectly do anything that would or might invalidate or put in dispute Our title in the Software, the Product or any of Our registered or unregistered trade marks (“Trade Marks”). You must comply with Our usage guidelines and directions with respect to the Software and the Trade Marks as notified to You from time to time.

6.4 Your Mark. We may include Your name and logo in Our customer listings and/or otherwise disclose that You are Our Customer to any third party in our discretion. For the avoidance of doubt, if You are agreeing to these terms on behalf of an organization or entity, “Your” includes such organization or entity’s name and logo.

6.5 Third Party Services. You acknowledge and agree that our Products, Software, and other Offerings may contain or operate on, with, or using application programming interfaces (APIs) and/or other services, software, or hardware operated or provided by third parties (“Third Party Services”). All rights in and to any such Third Party Services are reserved by and remain with the applicable third parties. You agree that such third parties may enforce their rights under this Agreement against You directly in their own name. We are not responsible for the operation of any Third Party Services, nor for the availability or operation of any Offering to the extent such availability or operation is dependent upon Third Party Services. We do not make any representations or warranties with respect to any Third Party Services or any third party providers. Any exchange of data or other interaction between You and a third party provider is solely between You and such third party provider and is governed by such third party provider's terms and conditions.

6.6 Feedback. You may from time to time provide suggestions, comments or other feedback to Us with respect to our Products, Software or other products and services (“Feedback,” which term shall include related intellectual property rights). Feedback, even if designated as confidential by You shall not create any confidentiality obligation for Us or our affiliates notwithstanding anything else. You shall, and hereby do, grant to Us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use, commercialize, exercise, and otherwise exploit the Feedback for any purpose.

6.7 User Submissions.

(a) You are solely responsible for all User Submissions You contribute to the Offerings. You represent that all User Submissions submitted by You are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.

(b) You agree that You will not post, upload, share, store, or otherwise provide through the Offerings any User Submissions that: (i) infringe any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.

(c) The Offerings may allow You to post User Submissions in a way that are viewable by others. By submitting User Submissions through the Offerings, You hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Offerings and our (and our successors’ and assigns’) businesses. You also hereby do and shall grant each user of Our website and/or the Offerings a non-exclusive, perpetual license to access your User Submissions and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions. For clarity, the foregoing license grants to Us and Our users do not affect Your ownership or license rights in Your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

(d) We respect others’ intellectual property rights, and we reserve the right to delete or disable User Submissions alleged to be infringing, and to terminate repeat alleged infringers; to review Our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here or visit liquidinstruments.com/terms/copyright-dispute-policy.

6.8 Confidentiality.

(a) You acknowledge that the Products, Software, Documentation, GenAI Features, and any other offerings provided by Us contain confidential and proprietary information of Us or Our licensors (“Confidential Information”). Confidential Information includes, without limitation, any non-public technical, business, or operational information embodied in or relating to the Products, Software, Documentation, or GenAI Features, including trade secrets, algorithms, designs, specifications, source code, and know-how.

(b) You agree to: (i) hold the Confidential Information in strict confidence; (ii) not disclose or permit disclosure of the Confidential Information to any third party without Our prior written consent; (iii) use the Confidential Information solely for the purposes permitted under this Agreement; and (iv) protect the Confidential Information using at least the same degree of care You use to protect Your own confidential information, but in no event less than reasonable care.

(c) The obligations in this Section 6.8 shall not apply to information that: (i) is or becomes publicly available through no fault of Yours; (ii) was rightfully in Your possession without confidentiality restrictions prior to disclosure by Us; (iii) is rightfully obtained by You on non-confidential basis from a third party without restriction on disclosure; or (iv) is independently developed by You without use of or reference to the Confidential Information.

(d) The confidentiality obligations under this Section 6.8 shall survive the termination or expiration of this Agreement.

7 SOFTWARE SUPPORT SERVICES

7.1 We will use commercially reasonable efforts to provide the following Support in relation to the Software:

(a) resolution of reported defects and errors in the Software in order that the Software will comply in all material respects to any Documentation relating to the Software; and

(b) provision of enhancements or new releases of the Software which We make generally available to Our customers; provided that We have no obligation under this Agreement or otherwise to provide any such enhancements or new releases.

7.2 Support will be available during normal business hours in California, USA and Canberra, Australia. Support may be requested by email at the address advised from time to time by Us.

7.3 If You choose to purchase Our premium service package (“Premium Service”), we will provide the Premium Service as set forth on and subject to the terms and conditions of liquidinstruments.com/support/warranty-repairs-and-service/#returns.

7.4 Support does not include:

(a) correction of errors or defects in the Software where the Software has been modified by You or a third party without our consent;

(b) correction of errors or defects in any of Your supplied interfaces to Your own or any third party’s computer systems or services; and

(c) correction of errors or defects in the Software caused by Your failure to install any previously-supplied patches, fixes or updates to the Software.

7.5 All Support will be available and provided remotely via email, web portal, or other support channels designated by Us from time to time.

8 PRODUCT DELIVERY

8.1 We will use Our reasonable endeavors to meet the delivery time/s and delivery dates specified on an Order but will not be responsible for any loss or damages incurred by You or any other person or entity as a result of early or late delivery of the Product and Software. You acknowledge and agree, however, that for Pre-Order Products, We make no warranty that we will ship the Pre-Order Product or have it available on the date of release stated at the time You placed Your Order.

8.2 Title to the ordered Product will transfer to You at the time of delivery by Us to the freight carrier. Responsibility for any Product loss or damage when the Product is in transit will be in accordance with the relevant Incoterms set forth in Section 8.3 below.

8.3 Unless otherwise expressly set forth in a separate, executed contract between You and Us for the Order of a Product, all shipments of Products are made Delivered at Place – DAP (Incoterms 2020) at the receiving address designated by You at the time of Order. You shall be responsible for all import duties, custom clearance fees, and additional or local taxes or duties and bear all risk of loss after the Product is made available at the receiving address designated by You at the time of Order. Fulfillment of Orders and all terms and conditions related to the shipment and deliveries of Products to You shall be determined solely in accordance with the terms of this Agreement.

9 Pre-Order Products; Free Services.

9.1 We may, from time to time, elect to provide certain GenAI Features, other features, Software, or Products (including Pre-Order Products) to You free of charge or on a “trial,” “beta” or similar basis (collectively, “Free Services”). We may modify, suspend, or change Free Services at any time with or without notice to You. If You sign up for a Free Service, you agree to receive promotional or marketing communications from us via email. If You and Us have entered into a separate agreement that governs any Free Services (such as the GenInst Studio Beta Agreement), then that separate agreement governs Your use of such Free Services.

9.2 Notwithstanding anything else, (i) if You provide any Customer Data in connection with a Free Service, We shall have no obligations with respect to such Customer Data, and We expressly disclaim any liability with respect to such Customer Data, (ii) Free Services are provided “AS-IS,” without warranty of any kind, (iii) We shall not have any obligation to provide any support for Free Services, and (iv) We shall have no indemnification obligations under Section 11 or liability of any kind with respect to Free Services, or the availability, use, performance, or results thereof (unless such exclusion of liability is not enforceable under applicable law, in which case Our liability with respect to the Free Services shall not exceed $100.00). You assume all risks associated with Your use of Free Services, any Input or Output associated with any Free Service, and any results from Your use.

10 TERMINATION

10.1 A party may terminate this Agreement immediately by written notice to the other if any of the following events has occurred in respect of the other party:

(a) a material breach of this Agreement by the other party and the other party fails to remedy that breach within 14 days of written notice to do so; or

(b) an Insolvency Event occurs. An “Insolvency Event” means when a party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other party (and not dismissed within 120 days).

10.2 If this Agreement is terminated or expires for any reason, then, in addition and without prejudice to any other rights or remedies available:

(a) each party retains the Claims it has against the other;

(b) Your right to use the Software and the Trade Marks immediately ceases and the licenses granted under this Agreement terminate (provided that if this Agreement is terminated for Our material breach, You may continue to use only the Software as provided when You purchased such Software, subject to the other surviving provisions in this Agreement);

(c) You must immediately remove all of Our Software and Trade Marks from Your electronic devices (provided that if this Agreement is terminated for Our material breach, You may continue to use only the Software as provided when You purchased such Software, subject to the other surviving provisions in this Agreement); and

(d) the following provisions will survive termination of this Agreement: Sections 1, 4.2, 5, 6, 9.2, 10.2, 11, 13, 14, 15 and 16.

11 LIABILITY; WARRANTY DISCLAIMER; INDEMNIFICATION

11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXCLUDE ALL LIABILITY IN RESPECT OF YOUR USE OF THE SOFTWARE, THE PRODUCT, AND THE GENAI FEATURES, LOSS OF DATA, INTERRUPTION OF BUSINESS, WASTED MANAGEMENT TIME, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, OR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WE HAD BEEN ADVISED BY YOU OR SHOULD HAVE REASONABLY BEEN AWARE OF THE POSSIBILITY OF SUCH LOSS.

11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET OUT IN SECTION 12 OF THIS AGREEMENT AND EXCEPT FOR ANY PRESCRIBED TERMS (IF APPLICABLE), ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS EXPRESSED OR IMPLIED BY LAW OR OTHERWISE RELATING TO THIS AGREEMENT OR THE PERFORMANCE OF THE OBLIGATIONS BY US UNDER THIS AGREEMENT, ARE EXCLUDED, AND WE HEREBY EXPRESSLY DISCLAIM ANY SUCH CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES IMPLIED BY COURSE OF PERFORMANCE, USAGE OF TRADE OR COURSE OF DEALING.

11.3 Subject to clause 11.6, Our total aggregate Liability for all Claims and any other matter relating to the subject matter of this Agreement is limited to the greater of: (a) the total amount paid by You to Us in the twelve (12) months immediately preceding the event giving rise to the applicable Claim; or (b) one hundred U.S. dollars (USD $100), if no fees have been paid. For the avoidance of doubt, where separate Product Terms establish a different liability cap for a specific Offering, the Product Terms cap applies to Claims in respect of that Offering to the extent of any conflict.

11.4 Either party’s Liability for any Claim relating to this Agreement will be reduced to the extent to which the other party contributed to the Liability arising from the Claim.

11.5 You warrant that You have satisfied Yourself as to the description and condition of the Product provided and its fitness for the purpose to which it was ordered.

11.6 As applicable, Our liability for, and your sole and exclusive remedies for, the breach of any Prescribed Term, is limited to (at Our election) to:

(a) in the case of a major failure (as defined in the Australian Consumer Law), the extent permitted by the Australian Consumer Law; or

(b) in any other case:

(i) in the case of goods, the replacement of the goods, the supply of equivalent goods, the repair of the goods or payment of the costs of repairing the goods or obtaining equivalent goods.

(ii) in the case of services, the supply of the services again or payment of the cost of having the services supplied again.

11.7 You will indemnify Us and Our affiliates from and against any third-party Claims and associated all Liabilities arising out of or relating to (a) Your gross negligence or willful misconduct, (b) Your breach of this Agreement, (c) Your violation of any applicable laws or regulations, (d) any allegation that Your Customer Data or User Submissions infringe, misappropriate, or violate any third-party intellectual property, privacy, or other proprietary rights, and (e) Your use of any Offerings. The foregoing indemnification obligations shall not apply to the extent any Claim arises from Our own gross negligence or willful misconduct.

12 LIMITED PRODUCT WARRANTY

12.1 For each Product You purchased from Us or our authorized resellers and distributors, We warrant that for a period of 12 months from supply of such Product (the “Warranty Term”), it will:

(a) materially comply with the relevant Documentation published by Us; and

(b) meet the relevant minimum performance criteria published by Us.

Any additional Product-specific warranties and information about Our return, repair, and service policies for various Products can be found on Our page at liquidinstruments.com/support/warranty-repairs-and-service/#returns.

12.2 As applicable, if You consider that Our Product which you have purchased from Us or our authorized resellers and distributors are not of an acceptable quality, have a latent defect, or are otherwise not compliant with a Prescribed Term, you can make a claim for breach of a Prescribed Term (subject to the terms set forth in clause 11.6 above).

12.3 If You wish to make a claim for breach of a Prescribed Term or a breach of the defects warranty in clause 12.1 (together, a “Warranty Claim”), You must notify us by contacting Our nominated contact person as set out in clause 12.6 as soon as reasonably possible after the defect becomes evident setting out the nature of the defect.

12.4 We will not be liable for any breach of the defects warranty in clause 12.1 if You fail to notify us within 12 months of the supply of the Product, or You fail to provide written evidence to demonstrate the Product was purchased from Us or one of our authorized resellers and distributors. This limited product warranty does not cover any damage due to: (a) transportation; (b) storage; (c) improper use; (d) failure to follow the product instructions or to perform any preventive maintenance; (e) modifications; (f) unauthorized repair; (g) normal wear and tear; or (h) external causes such as accidents, abuse, or other actions or events beyond our reasonable control.

12.5 As applicable, the benefits to a Consumer given by the express warranty in clause 12.1 are in addition to other rights and remedies of a Consumer under the Prescribed Terms.

12.6 If You wish to make a Warranty Claim you must contact Liquid Instruments by email to: support@liquidinstruments.com. You must describe the fault in the Product and provide written evidence of Your purchase of the Product from Us or any of our authorized resellers and distributors at the time of making the Warranty Claim.

12.7 If We determine Your Warranty Claim is valid, in any event, Our liability is limited exclusively to Product repair or replacement or, if repair or replacement is inadequate or impractical in Our opinion, to refund the cost of the Product. The limited product warranties set forth in clause 12 will continue to apply to repaired or replaced Product for the remainder of the initial Warranty Term.

12.8 For Consumers residing in Australia, as applicable, Our goods come with guarantees that cannot be excluded by the Australian Consumer Law. You are entitled to a replacement or refund for a major failure, and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if goods fail to be of acceptable quality and the failure does not amount to a major failure.

13 FORCE MAJEURE

We will not be liable for any failure to meet any obligations to the extent that such failure is caused by or arises from:

(a) strikes, lockouts or other industrial disputes, shortage of labor or materials, delay in manufacturing by Us, Our associates or suppliers, civil commotion, fire, flood, drought, loss or delay at sea or otherwise, civil breakdown or war, or;

(b) any other cause beyond Our reasonable control whether arising from natural causes or human agency,

and in such event We may (at Our discretion) elect to cancel that Order or extend the time for performance; provided that if a Force Majeure Event continues to prevent Our performance for a period of ninety (90) consecutive days or more, either party may cancel the affected Order by written notice to the other, in which case We will refund any amounts prepaid by You for the undelivered Products or Software covered by that Order. Unless otherwise agreed between the parties, except as provided in the preceding sentence, You will not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery resulting from a Force Majeure Event.

14 Export and Import Controls.

You agree to comply with all laws, regulations, authorities, directives, rules, customary procedures, and Executive Orders regarding the export, re-export, import, sanctions, or trade compliance of the U.S. or any other jurisdictions (the “Trade Compliance Laws”), including, but not limited to, the U.S. Department of Commerce Export Administration Regulations, the U.S. Department of State International Traffic in Arms Regulations, and the U.S. Department of Treasury Office of Foreign Assets Control, among others as applicable. You acknowledge and agree that certain of Our Products, Software, services, offerings, and related technologies and data may be subject to Trade Compliance Laws, and as a result certain features or functionalities of Our Products, Software, services, or offerings may be limited or unavailable in certain territories or to certain customers. We shall have no liability for any such limitations or unavailability resulting from compliance with applicable Trade Compliance Laws.

You shall not (and not permit third parties to), directly or indirectly, export, re-export, import, transmit or cause or affect a deemed export or re-export, by physical movement, download or otherwise, of the Products, Software, any parts, components, materials, technologies, or direct product thereof, or any technical information included in Documentations, manuals or otherwise, technical data, or other information related to Products and/or Software, in violation of the applicable Trade Compliance Laws, such as to any country, individual, corporation, organization or entity to which such export, re-export or transmission is restricted or prohibited, including any country, individual, corporation, organization or entity under sanctions or embargoes administered by the governments of the U.S., the United Kingdom, the European Union, Australia, or any other applicable government authority.

You shall obtain at Your sole cost and expense all required licenses, permits, and authorizations for compliance with the applicable Trade Compliance Laws. For your information only, our Product, Moku:Pro and its instruments, have been classified under Export Control Classification Numbers 3A992 and 3D991 on the Commerce Control List of the U.S. Export Administration Regulations.

15 APPLE APP STORE TERMS

This Agreement applies to Your use of all the Software, including Our Mac OS and iOS applications (collectively, the “iOS Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the iOS Application:

(a) Both You and We acknowledge that this Agreement is concluded between You and We only, and not with Apple, and that Apple is not responsible for the iOS Application or any materials displayed or performed or available on or through the Software;

(b) The Application is licensed to You on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Software for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Software;

(c) You will only use the iOS Application in connection with an Apple device that You own or control;

(d) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS Application;

(e) In the event of any failure of the iOS Application to conform to any applicable warranty, including those implied by law, You may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to You will be to refund to You the purchase price, if any, of the iOS Application;

(f) You acknowledge and agree that We, and not Apple, are responsible for addressing any claims You or any third party may have in relation to the iOS Application;

(g) You acknowledge and agree that, in the event of any third-party claim that the iOS Application or Your possession and use of the iOS Application infringes that third party’s intellectual property rights, We, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

(h) You represent and warrant that You are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that You are not listed on any U.S. Government list of prohibited or restricted parties;

(i) Both You and We acknowledge and agree that, in Your use of the iOS Application, You will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and

(j) Both You and We acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and that upon Your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as the third-party beneficiary hereof.

16 GENERAL

16.1 Unless otherwise expressly set forth in a separate, executed contract between You and Us for the Order of the Products and/or Software, the laws of the State of California and the United States shall apply to this Agreement, without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Any disputes arising from or related to the subject matter of this Agreement shall be subject to and resolved exclusively by binding arbitration in San Francisco, California, USA in the English language in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect, provided that (a) any orders and awards of the arbitrator may be enforced in any court of competent jurisdiction and (b) either party may seek injunctive relief in any court of competent jurisdiction. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

16.2 If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

16.3 Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.

16.4 This Agreement (and any documents executed in connection with it) is the entire Agreement of the parties about its subject matter and supersedes all other representations, arrangements or agreements.

16.5 Our acceptance of any document submitted by You to Us shall not be construed as an acceptance of provisions which are in any way in conflict or inconsistent with, or in addition to, this Agreement, unless such terms are separately and specifically accepted in writing executed by an authorized representative of Us.

16.6 A provision of or a right under this Agreement may not be waived or varied except in writing signed by the person to be bound.

16.7 This Agreement is not assignable, transferable or sublicensable by You except with Our prior written consent. We may freely transfer and assign any of Our rights and obligations under this Agreement without consent.

16.8 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.

16.9 U.S. Government End Users.

(a) Software and Documentation. As defined in FAR section 2.101, any software and documentation provided by Us are "commercial items" and, according to DFAR section 252.227-7014(a)(1) and (5), are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

(b) Hardware. Our Products are "commercial items" as defined in FAR section 2.101 and are acquired by the U.S. Government under FAR Part 12 (Acquisition of Commercial Products and Commercial Services). Accordingly, the U.S. Government's rights with respect to Our Products are governed solely by the terms of this Agreement and the applicable Order, and are subject to the restrictions set forth herein. Any terms or conditions proposed by the U.S. Government that are inconsistent with or additional to this Agreement shall have no force or effect unless separately and specifically agreed to in writing by an authorized representative of Us.

(c) General. If You are acquiring the Products or Software on behalf of any unit or agency of the U.S. Government, this Agreement shall be applicable and shall supersede any conflicting contractual terms or conditions. You represent and warrant that You have authority to bind the applicable U.S. Government entity to these terms.

16.10 Amendment

(a) We reserve the right, at Our sole discretion, to modify or replace any of the provisions of this Agreement at any time by posting a notice on Our website or by sending You a written notice. It is Your responsibility to check this Agreement periodically for changes. Your continued use of Our Products or Software following the posting of any changes to this Agreement constitutes acceptance of those changes. If You do not agree to any material change, please provide a written notice to Us within thirty (30) days after the posting of such change.

(b) For customers who have purchased a Product (hardware): if You do not agree to any material change by notifying us pursuant to subsection (a) above, and Your continued relationship with Us consists solely of a completed, one-time hardware purchase with no ongoing Software subscription or paid service, the version of this Agreement in effect at the time of Your most recent Product purchase will continue to govern Your use of Our Products that Product and any Software embedded in or bundled with it at the time of purchase, for so long as You use that Product. We will not materially reduce the rights You have under those terms with respect to such Product without Your consent.

(c) For customers with active Software following subscriptions or paid service arrangements: if You do not agree to any material change by notifying us pursuant to subsection (a) above, You may terminate the posting affected subscription or service arrangement by providing written notice to Us prior to the effective date of such change, in which case We will refund any prepaid, unused fees covering the period after the effective date of the change on a pro-rata basis.

API LICENSE TERMS

We may also make available application programming interface and related information and documentation on Our website, including but not limited to Our LabVIEW, Python, and MATLAB tools (collectively, “APIs”). YOUR DOWNLOAD OR USE OF ANY PORTION OF OUR APIS SHALL ALSO CONSTITUTE ASSENT TO THESE API LICENSE TERMS (“API AGREEMENT”). This API Agreement is in addition to Our Trading Terms for the provision of Our Products and Software. To the extent there is any conflict between the terms of this API Agreement and the Trading Terms, the terms of this API Agreement shall control. Capitalized terms not defined herein shall have the meanings attributed to them in the Trading Terms.

1.1 License Grant. Subject to full compliance with the terms of this API Agreement, We hereby grant You a limited, personal, non-sublicensable, non-transferable, nonexclusive license to use Our APIs for the sole purpose of allowing You to build software applications (each an “App”) that communicate with Our Products and Software, and for other purposes authorized by Us in writing.

1.2 Restrictions; Ownership. Your use of the APIs is subject to the use restrictions set out in Section 4.2 of the Trading Terms. In addition, You shall not (and shall not authorize or encourage any third party to), directly or indirectly: (i) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the APIs; or (ii) clone the APIs, or use the APIs to build an application programming interface, application, or product that is competitive with any of Our products or services. We own all right, title, and interest (and all related moral rights and intellectual property rights) in and to the APIs, including any copies and derivative works thereof. No rights or licenses are granted except as expressly and unambiguously set forth herein.

1.3 Confidentiality. You agree not to disclose (or allow access to) the API (or any information derived therefrom) to any third party and will limit access to the API (and any derived information) to your employees who are developing the App(s). In support of this obligation, you will apply at least the same security that you use to protect your own most confidential information.

1.4 API Updates. If We provide You with any upgrades, patches, enhancements, or fixes for the API, then all items that are so provided will become part of the API, respectively, and subject to this API Agreement. Notwithstanding the foregoing, We have no obligation to provide any such upgrades, patches, enhancements, fixes or any other support for the API.

1.5 Company Trademarks. Subject to Our express prior written consent, Apps may be branded with Our specified trademarks in accordance with Our trademark usage guidelines; provided that We have the right to perform quality assurance inspections of each App and to withhold and/or suspend rights to use such trademarks if the quality is not satisfactory in Our sole discretion.

1.6 Compatibility. Each App must maintain 100% compatibility with the API and the Product or Software (including changes provided to You by Us, which shall be implemented in each App promptly thereafter). If any App uses or implements an outdated version of the API or the Product or Software, you acknowledge and agree that such App may not be able to communicate with the Product or Software. You agree not to modify, extend, subset or superset the API to any extent. You understand that we may cease support of old versions or releases of the API.

1.7 Other Terms. This API Agreement is otherwise subject to the terms set forth in Sections 1, 2, 3, 4.2, 5, 6, 9, 10, 11, 13, 14, 15, and 16 of the Trading Terms (and references to Software therein shall be construed to include the APIs).

MOKU COMPILE TERMS AND CONDITIONS

These Moku Compile Terms and Conditions constitute the Product Terms (as defined in the Trading Terms) for Moku Compile. These terms are incorporated into and form part of the Agreement upon Your acceptance and govern Your access to and use of Moku Compile. “Moku Compile” means Our Software product called “Moku Compile”, which may be deployed either as a on-premises version (the “On-prem Moku Compile”) or hosted on cloud services under Our control (the “Moku Cloud Compile”). By clicking on the “I accept the terms and conditions” button, by placing or executing an Order for Moku Compile for or by accessing or using Moku Compile, You are indicating Your acceptance of these Moku Compile Terms and Conditions (the “Moku Compile Agreement”) and agree to be legally bound by its terms. This Moku Compile Agreement is in addition to Our Click Wrap Trading Terms, which are hereby incorporated by reference. Unless and only to the extent expressly identified otherwise in this Moku Compile Agreement or the Trading Terms, there will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. If You are agreeing to these terms on behalf of an organization or entity, You represent and warrant that you are authorized to agree to these terms on that organization’s or entity’s behalf and bind them to these terms (in which case, the references to “You” and “Your” will refer to that organization or entity). Capitalized terms not defined herein shall have the meanings attributed to them in the Trading Terms.

1. Deployment Models. Moku Compile can be deployed in two models: (i) “Moku Cloud Compile” refers to the cloud-based version hosted by Us, and (ii) “On-prem Moku Compile” refers to the on-premises version to be deployed at Customer’s site.
2. Subscription Tiers. Customer may subscribe to one of the following tiers for Moku Compile (each, a “Subscription Tier”): Base, Premium, or Enterprise. On-prem Moku Compile is only available at the Enterprise Subscription Tier. The specific features, functionalities, usage limits, pricing, and support levels for each Subscription Tier are described on Our then-current subscription page (https://liquidinstruments.com/moku-compile-config-guide/, as may be updated from time to time, the “Subscription Page”), which is hereby incorporated by reference. Your right to access and use Moku Compile is determined by the Subscription Tier selected and identified in the applicable Order submitted by You.
   1. Base Tier. The Base Tier provides no-fee access to Moku Cloud Compile with limited functionality, including usage caps such as the number of builds or Compilations (as defined below) permitted per month, as further described on the Subscription Page. We may change such limits or Base Plan features/functionalities from time to time. On-prem Moku Compile is not available at the Base Tier.
   2. Premium Tier. The Premium Tier is a paid, term-based subscription that includes expanded access to Moku Cloud Compile, with usage caps such as the number of builds or Compilations permitted per year as set forth on the Subscription Page. Unless otherwise stated, Premium Tier access is licensed on a per-seat/per-user basis, and You will ensure that each seat is used by a single named user and not shared or used concurrently by multiple individuals. On-prem Moku Compile is not available at the Premium Tier
   3. Enterprise Tier. The Enterprise Tier is a paid, term-based subscription that includes all Premium Tier features plus the option for on-premises deployment of Moku Compile, as further described on the Subscription Page. On-prem Moku Compile (and Customer’s use thereof) will be subject to additional terms set forth in the “Additional Terms for On-Prem Deployment” section below.
3. License Grant.
   1. Moku Cloud Compile. Subject to full compliance with the terms of this Moku Compile Agreement and the Trading Terms, We grant You a non-exclusive, non-transferable, non-sublicensable license, for the Term as set forth in the applicable Subscription Page, to access Moku Cloud Compile through the Internet in order to write and compile code (the “Compilation”)
   2. On-prem Moku Compile. Subject to full compliance with the terms of this Moku Compile Agreement and the Trading Terms, We grant You a non-exclusive, non-transferable, non-sublicensable license, for the Term as set forth in the applicable Subscription Page, to download a copy of Moku Compile from our servers and install, deploy, and run such On-prem Moku Compile for use with the Products purchased by You in order to create Compilations.
   3. The licenses under Sections 3.1 and 3.2 only include the right for You to deploy the Compilations created from using Moku Compile on the Products purchased by You, only for Your internal business purposes in connection with Your use of such Products and pursuant to the applicable Documentation and subject to the limitations applicable to the Subscription Tier selected by You. Moku Compile is provided on a “per-seat” basis and the foregoing license grants are personal to the named individual for such seat, and You may not share Your Moku Compile account or account credentials with any other user or allow users to share such accounts or account credentials among themselves. For clarity, the foregoing licenses to Moku Compile do not imply any license or right to use any of Our Products, which require a separate agreement between the parties.
4. Requirements. Compilations made using Moku Compile are designed to run only on Our Moku hardware with compatible firmware. You shall comply with the system requirements for the Products set forth in the applicable Documentation and Your failure to use the latest version of the firmware or comply with any such system requirement may result in compatibility issues, errors, or otherwise affect the proper functioning of the Compilations as deployed on the Products. You acknowledge and agree that You shall not, directly or indirectly, (i) allow the Compilations You made using Moku Compile to run on any other Products or any third party hardware, or (ii) distribute, share, or otherwise make available the Compilations You made using Moku Compile to any third party for any purposes. In addition, in order to run Your Compilations made from Moku Compile, You must have “Multi-Instrument Mode” downloaded and available on Your supported Product and an active license to such “Multi-Instrument Mode”. You further acknowledge and agree that if You update the firmware for a Product, the Compilation You previously created using Moku Compile (e.g. using an older firmware version) may not run on the Product with the updated firmware.
5. Restrictions. Except as expressly set forth in this Moku Compile Agreement, Your use of Moku Compile (including the underlying Software and Compilations) is subject to the use restrictions set forth in Section 4.2 of the Trading Terms. You are responsible for all activity conducted through Your account in connection with Moku Compile and the Compilations, including but not limited to uploading Customer Data (as defined below) onto Moku Compile. You (i) shall use Moku Compile in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, export control, and the transmission of technical or personal data), and (ii) shall not use Moku Compile in a manner that infringes or violates any third party intellectual property, contractual or other proprietary rights or in any harmful, fraudulent, illegal, deceptive, threatening, harassing, or abusive way.
6. Third Party Services. Access to Moku Compile may require You to install or use certain third party applications, products, or devices. You agree to be bound by any End-User License Agreements that govern the installation and use of such client applications, products, or devices.
   1. Currently, Moku Compile is built upon and utilizes the Vivado Design Suite by AMD (“Vivado License”), which is subject to the applicable end user license agreement of AMD (the “AMD Vivado EULA”). As a condition to your use of On-prem Moku Compile, You shall be solely responsible for procuring any and all rights necessary for You to use the compatible version of the Vivado License. Your access or use of the Vivado License in connection with Moku Compile are governed by, and You shall be solely responsible for complying with the AMD Vivado EULA.
7. Moku Compile Updates. From time to time, We may, in Our sole discretion, provide upgrades, patches, enhancements, or fixes for Moku Compile to You based on Your applicable Subscription Tier (“Updates”), and such Updates will become part of Moku Compile subscribed by You and subject to this Moku Compile Agreement; provided that We shall have no obligation under this Moku Compile Agreement or otherwise to provide any such Updates. Except as expressly provided in this Section 7, We are under no obligation to provide any other Support in connection with Moku Compile, the underlying Software, and the Compilations. You understand and agree that We may modify Moku Compile from time to time in Our sole discretion and that We may cease supporting old versions or releases of Moku Compile or cease the offering of Moku Compile at any time in Our sole discretion.
8. Additional Terms for On-Prem Deployment: Unless otherwise described in the Subscription Page or the applicable Order, the Enterprise Tier includes access to both (i) Moku Cloud Compile hosted by Us, which will be provided in the same manner as the Premium Tier, and (ii) On-prem Moku Compile that You may deploy in Your environment (“Customer Environment”). The following additional terms apply to any subscriptions at the Enterprise Tier.
   1. Scope of Our Offering. We will provide (A) Moku Compile, (B) certain software toolchain necessary for the on-prem deployment of Moku Compile, which we make available generally to customers at the Enterprise Tier, and (C) only during the applicable subscription term at the Enterprise Tier, the Updates to Moku Compile by way of updated releases.
   2. No Access to Customer Environment. We do not host, operate, or manage the Customer Environment. We have no access to, and do not control, the Customer Environment or Customer Data (as defined below), or any other data stored or processed in the Customer Environment except as authorized by You.
   3. Your Responsibilities. You are solely responsible for: (A) provisioning and maintaining all infrastructure, networks, operating systems, runtimes, and third-party services necessary or useful for the deployment of On-prem Moku Compile within the Customer Environment; (B) all installation, deployment, configuration, monitoring, scaling, and day-to-day operations of On-prem Moku Compile within the Customer Environment; (C) the security of the Customer Environment (including identity and access management, key rotation, vulnerability management, network controls, and endpoint security) and any data (including Customer Data) stored and processed in the Customer Environment; (D) backup/restore, availability, and disaster recovery configuration; (E) compliance with laws and third-party terms; and (F) creation, management, and security of all user credentials, software, and data.
   4. Risk Allocation. We shall not be responsible for any loss, destruction, alteration, or unauthorized access to Customer Data occurring in the Customer Environment, except to the extent caused by Our gross negligence or willful misconduct. You expressly assume the risks associated with deployment, operation, use, and other exploitation of the On-prem Moku Compile in the Customer Environment.
   5. Termination/Expiration. Upon termination or expiration of the applicable subscription term at the Enterprise Tier (other than termination for Your uncured breach), You may continue using On-prem Moku Compile and software toolchain rightfully in Your possession at the time of such termination or expiration, but We will have no obligation to provide any Updates or otherwise support such deployment. For the avoidance of doubt, such termination or expiration does not impact Customer’s right to own or retain its Customer Data stored in the Customer Environment.
9. Fees.
   1. The fees for the Premium and Enterprise Tiers of Moku Compile are specified in Our pricing schedule (available at liquidinstruments.com or by emailing info@liquidinstruments.com) (the “Fees”). We may update the pricing schedule from time to time in Our sole discretion, and the applicable fee(s) for Moku Compile then-effective at the time of Your Order will apply. We will present the Fees to You prior to Your confirmation of the subscription of Moku Compile.
   2. The Base Tier of Moku Compile is currently provided for free, but We reserve the right to charge for certain or all of free Moku Compile at any time upon notice to You. We will notify You before the Base Tier of Moku Compile begins carrying a fee, and if You wish to continue using Moku Compile, You must pay all applicable fees for Moku Compile pursuant to the terms hereof.
   3. You will pay Us the Fees for Moku Compile at the time of Your Order. Orders are non-cancellable and all Fees paid are non-refundable and not subject to set-off. Fees are exclusive of all taxes, and You shall be responsible for all (a) taxes associated in connection with the supply and license of Moku Compile (including underlying Software) other than taxes based on Our net income, and (b) Our costs of collection in the event of delinquent payment. In the case of any withholding requirements, You will pay any required withholding itself and will not reduce the amount paid to Us on account thereof.
10. Term and Termination.
    1. When You place an Order for Moku Compile, unless otherwise specified in the applicable Order, the initial term for such Order is one (1) year, subject to early termination pursuant to the terms hereof (the “Initial Term”), and Your license to Moku Compile will expire at the end of the Initial Term, unless You and We agree to renew Your Order prior to the expiration or termination of the Initial Term (the Initial Term and any renewals collectively, unless terminated earlier pursuant to the terms hereof, the “Term”).
    2. Termination for Breach. We may suspend or terminate Your rights to access Moku Cloud Compile or On-prem Moku Compile (as applicable) and/or this Agreement if You materially breach the Agreement (including unauthorized copying, distribution, or use beyond the licensed scope) and fails to cure such breach within 30 days. Upon termination for Your uncured breach, any licenses and rights granted to You hereunder will end immediately, and You shall promptly cease use and, at Our request, certify deletion or destruction of all copies of Our Products and documentations, except where retention is required by law.
    3. Upon any expiration or termination of the Term, the licenses granted to You hereunder will immediately terminate, except as otherwise provided under Section 8.5. The following provisions of this Moku Compile Agreement will survive any termination or expiration: Sections 3.3, 4, 5, 6, 8.3-8.5, 9 (with respect to fees accrued prior to such termination or expiration), 10.3, 10.4, 11 through 14.
    4. Following any expiration or termination of the Term, for Moku Cloud Compile, We will continue to store Your Customer Data in Your account associated with Moku Cloud Compile and make available such Customer Data to You with “read-only” access for ninety (90) days after the Term (“Transition Period”). During the Transition Period, You will only have “read-only” access to Moku Cloud Compile solely for the purpose of downloading your Customer Data but You will not be able to create any new or subsequent Compilations unless and until You renew Your Order or place another Order for Moku Cloud Compile . For clarity, if Your subscription of Moku Cloud Compile at the Premium or Enterprise tier expired, and if You effectively activate a subscription for the Base tier of Moku Compile prior to the expiry of the Transition Period, you may continue having access to and using Moku Cloud Compile and the Customer Data stored in Your account, subject to the limitations and restrictions applicable to the Base tier. After the Transition Period, if you do not place another Order for Moku Compile for a period of one (1) year, You agree and acknowledge that We reserve the right to irretrievably delete Customer Data (as well as Your account) at any time after the expiry of such one-year period (except for data retained pursuant to Our data retention policy).
11. Customer Data.
    1. For purposes of this Moku Compile Agreement, “Customer Data” shall mean any data, code, content, information, or other material that You (including users through Your account) provide, upload, submit to, store in, or process through Moku Compile in the course of using Moku Compile, including any outputs generated at Customer’s direction, but excluding Platform Analytics Data (as defined in Section 5.3(c) of the Trading Terms).
    2. You shall retain all of Your rights, title and interest in and to the Customer Data, including all intellectual property rights therein, subject to any restrictions and limitations applicable to Customer Data (such as Section 5). You, not Us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. We are not responsible to You for unauthorized access to Customer Data or the unauthorized use of Moku Compile unless such access is due to Our gross negligence or willful misconduct. You are responsible for the use of Moku Compile by any person to whom You have given access to Moku Compile, even if You did not authorize such use. If We receive any notice or claim that any Customer Data, or activities hereunder with respect to any Customer Data, may infringe or violate rights of a third party (a “Content Claim”), We may (but are not required to) suspend activity hereunder with respect to that Customer Data and You will indemnify Us from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Content Claim, as incurred.
    3. Our right to use Customer Data is governed by the Data License set forth in Section 5.3(a) of the Trading Terms. Our right to generate and use Platform Analytics Data is governed by Section 5.3(c) of the Trading Terms. Notwithstanding the foregoing, as a product-specific restriction on the Data License with respect to Moku Compile:
       1. Opt-Out Right. If Your subscription is on the Premium Tier or Enterprise Tier, You have the right to opt out from Our use of Your Customer Data to develop, train, fine-tune, or improve machine learning or artificial intelligence models (as described in Section 5.3(a)(3)(B) of the Trading Terms) by configuring the administrative control expressly labeled for such purpose or by sending us an express opt-out notice at support@liquidinstruments.com, in which event We will not use Your Customer Data in our possession to develop, train, fine-tune, or improve any machine learning or artificial intelligence model (including large language models).
12. Disclaimers. MOKU COMPILE, THE UNDERLYING SOFTWARE, AND ANYTHING PROVIDED TO YOU IN CONNECTION WITH THIS MOKU COMPILE AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. WE (AND OUR AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. You are solely responsible for the use of Moku Compile and any Compilation(s) made by or on behalf of You through Moku Compile and any Products as customized through such Compilation(s). We do not warrant that Moku Compile or the Compilations made through Moku Compile will be compatible with or operate in any Product or software programs or any hardware which may be selected for use by You.
13. Limitations of Liability. IN NO EVENT WILL WE NOR OUR AFFILIATES, AND OUR AND THEIR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS MOKU COMPILE AGREEMENT FOR (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY YOU TO US HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
14. Other Terms. For clarity, this Moku Compile Agreement is otherwise subject to the terms set forth in Sections 1, 2, 3, 4.2, 5, 6, 9, 10, 11, 13, 14, 15, and 16 of the Trading Terms (and references to Software therein shall be construed to include Moku Compile). To the extent there is any conflict between the terms of this Moku Compile Agreement and the Trading Terms, the terms of this Moku Compile Agreement shall control with respect to the subject matter covered by this Moku Compile Agreement. We reserve the right, at Our sole discretion, to amend any of the provisions of this Moku Compile Agreement at any time by posting a notice on Our website or by sending You a written notice. If You do not agree to any amendment, You have the right to use Moku Compile subscribed by You until the expiration or earlier termination of the then-current subscription term under the Order You entered into prior to such amendment, which will continue to be subject to the prior version of this Moku Compile Agreement (without such amendment). Placing any Order for Moku Compile following the effective date of any such amendment constitute Your agreement to any such amendment.

GENINST STUDIO TERMS AND CONDITIONS

These GenInst Studio Terms and Conditions constitute the Product Terms (as defined in the Trading Terms) for GenInst Studio. These terms are incorporated into and form part of the Agreement upon Your acceptance and govern Your access to and use of GenInst Studio. “GenInst Studio” means Our Software product called “GenInst Studio”, which is hosted on cloud services under Our control. By clicking on the “I accept the terms and conditions” button, by placing or executing an Order for GenInst Studio or by accessing or using GenInst Studio, You are indicating Your acceptance of these GenInst Studio Terms and Conditions (the “GenInst Studio Agreement”) and agree to be legally bound by its terms. This GenInst Studio Agreement is in addition to Our Click Wrap Trading Terms, which are hereby incorporated by reference. Unless and only to the extent expressly identified otherwise in this GenInst Studio Agreement or the Trading Terms, there will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. If You are agreeing to these terms on behalf of an organization or entity, You represent and warrant that you are authorized to agree to these terms on that organization’s or entity’s behalf and bind them to these terms (in which case, the references to “You” and “Your” will refer to that organization or entity). Capitalized terms not defined herein shall have the meanings attributed to them in the Trading Terms.

1. Definitions.
   1. “Bitstream” means the binary code generated by You from GenInst Studio for configuring the internal settings of Your Product(s).
   2. “Workbook” means documentation generated by GenInst Studio from Your Inputs including the instrument description, architecture, implementation specifications, interface definitions, test plans, scripts and reports applicable to Your Product(s).
2. Subscription Tiers. Customer may subscribe to one of the following tiers for GenInst Studio (each, a “Subscription Tier”): Base or Premium. The specific features, functionalities, usage limits, pricing, and support levels for each Subscription Tier are described on Our then-current subscription page (liquidinstruments.com/gen-inst-config-guide/, as may be updated from time to time, the “Subscription Page”), which is hereby incorporated by reference. Your right to access and use GenInst Studio is determined by the Subscription Tier selected and identified in the applicable Order submitted by You.
   1. Base Tier. The Base Tier provides no-fee access to GenInst Studio with limited functionality and restrictions, including usage caps such as the number of builds or Bitstreams (as defined below) permitted per month/year, as further described on the Subscription Page. We may change such limits or Base Tier features/functionalities from time to time.
   2. Premium Tier. The Premium Tier is a paid, term-based subscription that includes access to additional functions and features of GenInst Studio, with usage caps such as the number of builds or Bitstreams permitted per month/year as set forth on the Subscription Page.
   3. Access to GenInst Studio at any tier is licensed on a per-seat/per-user basis, and the license grants hereunder are personal to the named individual for such seat. You will ensure that each seat is used by a single named user and not shared or used concurrently by multiple individuals, and You may not share Your GenInst Studio account or account credentials with any other user or allow users to share such accounts or account credentials among themselves.
   4. Any beta use of GenInst Studio shall be governed by the separate GenInst Studio Beta Agreement signed by the parties (if any).
3. License Grant.
   1. GenInst Studio. Subject to full compliance with the terms of this GenInst Agreement and the Trading Terms, We grant You a non-exclusive, non-transferable, non-sublicensable license, for the Term as set forth in the applicable Order, to access GenInst Studio through the Internet in order to submit Inputs to the GenInst Studio to receive Outputs in the form of Bitstream and Workbook.
   2. Bitstream and Workbook. Subject to full compliance with the terms of this GenInst Studio Agreement and the Trading Terms, You may download, install, deploy and run on the Product(s), use, debug, and modify the Bitstream (in the binary code form) for configuring the internal settings of Your Product(s) purchased by You.
   3. The licenses under Sections 3.1 and 3.2 only include the right for You to deploy the Bitstream and Workbook created from using GenInst Studio on the Products purchased by You, only for Your internal business purposes in connection with Your use of such Products and pursuant to the applicable Documentation and subject to the limitations applicable to the Subscription Tier selected by You. For clarity, the foregoing licenses to GenInst Studio do not imply any license or right to use any of Our Products, which require a separate agreement between the parties.
4. Requirements. Bitstreams and Workbooks made using GenInst Studio are designed to run only on Our Moku® hardware with compatible firmware. You shall comply with the system requirements for the Products set forth in the applicable Documentation and Your failure to use the latest version of the firmware or comply with any such system requirement may result in compatibility issues, errors, or otherwise affect the proper functioning of the Bitstreams as deployed on the Products. You acknowledge and agree that You shall not, directly or indirectly, (i) allow the Bitstreams, Workbooks, or any other Output (e.g. code, hardware description language, documentation) You made, generated or derived from using GenInst Studio to run on any other Products or any third party hardware, or (ii) distribute, share, or otherwise make available the Bitstreams, Workbooks, or any other Output You made, generated, or derived from using GenInst Studio to any third party for any purposes. You further acknowledge and agree that if You update the firmware for a Product, the Bitstream You previously created using GenInst Studio (e.g. using an older firmware version) may not run on the Product with the updated firmware.
5. Restrictions. Except as expressly set forth in this GenInst Studio Agreement, Your use of GenInst Studio (including the underlying Software and Bitstreams) is subject to the use restrictions set forth in Section 4.2 of the Trading Terms. You are responsible for all activity conducted through your account in connection with GenInst Studio and the Bitstreams, including but not limited to uploading Customer Data (as defined below) onto GenInst Studio. You (i) shall use GenInst Studio in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, export control and the transmission of technical or personal data), and (ii) shall not use GenInst Studio in a manner that infringes or violates any third party intellectual property, contractual or other proprietary rights or in any harmful, fraudulent, illegal, deceptive, threatening, harassing, or abusive way.
6. Third Party Services. Access to GenInst Studio may require You to install or use certain third party applications, products, or devices. You agree to be bound by any End-User License Agreements that govern the installation and use of such client applications, products, or devices.
7. GenInst Studio Updates. From time to time, We may, in Our sole discretion, provide upgrades, patches, enhancements, or fixes for GenInst Studio to You based on Your applicable Subscription Tier (“Updates”), and such Updates will become part of GenInst Studio subscribed by You and subject to this GenInst Studio Agreement; provided that We shall have no obligation under this GenInst Studio Agreement or otherwise to provide any such Updates. Except as expressly provided in this Section 7, We are under no obligation to provide any other Support in connection with GenInst Studio, the underlying Software, and the Bitstreams. You understand and agree that We may modify GenInst Studio from time to time in Our sole discretion and that We may cease supporting old versions or releases of GenInst Studio or cease the offering of GenInst Studio at any time in Our sole discretion. You agree to receive email communications from Us regarding the GenInst Studio Beta, GenInst Studio, and related products and services, including product updates, announcements, beta programs, and related information.
8. Additional Terms for Downloadable Bitstream:
   1. Your Responsibilities. You are solely responsible for: (A) provisioning and maintaining all infrastructure, networks, operating systems, runtimes, and third-party services necessary or useful for running the Bitstreams installed on Your Product; (B) the security of Bitstreams after you download from GenInst Studio and any data (including Customer Data) stored and processed on your Product installed with Bitstreams; (C) backup/restore, availability, and disaster recovery configuration of your Product installed with Bitstreams; (D) creation, management, and security of all user credentials, software, and data.
   2. Termination/Expiration. Upon termination or expiration of the applicable Subscription Tier (other than termination for Your uncured breach), You may continue using any Bitstream generated by You at the time of such termination or expiration, but We will have no obligation to provide any Updates or otherwise support any Bitstreams after termination or expiration. For the avoidance of doubt, such termination or expiration does not impact Customer’s right to own or retain its Customer Data stored in the Product.
9. Fees.
   1. The fees for the Premium Tier of GenInst Studio are specified on the Subscription Page (the “Fees”). We may update the pricing schedule from time to time in Our sole discretion, and the applicable fee(s) for GenInst Studio then-effective at the time of Your Order will apply. We will present the Fees to You prior to Your confirmation of the subscription of GenInst Studio.
   2. The Base Tier of GenInst Studio is currently provided for free, but We reserve the right to charge for certain or all of free GenInst Studio at any time upon notice to You. We will notify You before the Base Tier of GenInst Studio begins carrying a fee, and if You wish to continue using GenInst Studio, You must pay all applicable fees for GenInst Studio pursuant to the terms hereof.
   3. You will pay Us the Fees for GenInst Studio at the time of Your Order. Orders are non-cancellable and all Fees paid are non-refundable and not subject to set-off. Fees are exclusive of all taxes, and You shall be responsible for all (a) taxes associated in connection with the supply and license of GenInst Studio (including underlying Software) other than taxes based on Our net income, and (b) Our costs of collection in the event of delinquent payment. In the case of any withholding requirements, You will pay any required withholding itself and will not reduce the amount paid to Us on account thereof.
10. Term and Termination.
    1. When You place an Order for GenInst Studio, unless otherwise specified in the applicable Order, the initial term for such Order is one (1) year, subject to early termination pursuant to the terms hereof (the “Initial Term”), and Your license to GenInst Studio will expire at the end of the Initial Term, unless You and We agree to renew Your Order prior to the expiration or termination of the Initial Term (the Initial Term and any renewals collectively, unless terminated earlier pursuant to the terms hereof, the “Term”).
    2. Termination for Breach. We may suspend or terminate Your rights to access GenInst Studio and/or this Agreement if You materially breach the Agreement (including unauthorized copying, distribution, or use beyond the licensed scope) and fails to cure such breach within 30 days. Upon termination for Your uncured breach, any licenses and rights granted to You hereunder will end immediately, and You shall promptly cease use and, at Our request, certify deletion or destruction of all copies of Our Products and documentations, except where retention is required by law.
    3. Termination for Convenience (Base Tier). Notwithstanding anything to the contrary, with respect to Base Tier users only, We may terminate Your access to GenInst Studio at any time and for any reason upon ten (10) days’ prior notice to You. Upon such termination, any licenses and rights granted to You hereunder will end immediately, and You shall promptly cease use and, at Our request, certify deletion or destruction of all copies of Our Products and documentations, except where retention is required by law. We will have no liability to You arising from any termination pursuant to this Section 10.3.
    4. Upon any expiration or termination of the Term, the licenses granted to You hereunder will immediately terminate, except as otherwise provided under Section 8.2. The following provisions of this GenInst Agreement will survive any termination or expiration: Sections 3.3, 4, 5, 6, 8, 9 (with respect to fees accrued prior to such termination or expiration), 10.4, 10.5, 11 through 14.
    5. Following any expiration or termination of the Term, for GenInst Studio, We will continue to store Your Customer Data in Your account associated with GenInst Studio and make available such Customer Data to You with “read-only” access for ninety (90) days after the Term (“Transition Period”). During the Transition Period, You will only have “read-only” access to GenInst Studio solely for the purpose of downloading your Customer Data but You will not be able to create any new or subsequent Bitstreams unless and until You renew Your Order or place another Order for GenInst Studio. After the Transition Period, if you do not place another Order for GenInst Studio for a period of one (1) year, You agree and acknowledge that We reserve the right to irretrievably delete Customer Data (as well as Your account) at any time after the expiry of such one-year period (except for data retained pursuant to Our data retention policy).
11. Customer Data.
    1. For purposes of this GenInst Studio Agreement, “Customer Data” shall mean any Input that You (including users through Your account) provide, upload, submit to, or store in GenInst Studio in the course of using GenInst Studio, and any Output generated at Customer’s direction, including Bitstream and Workbooks, but excluding Platform Analytics Data (as defined in Section 5.3(c) of the Trading Terms).
    2. You shall retain all of Your rights, title and interest in and to the Customer Data, including all intellectual property rights therein, subject to any restrictions and limitations applicable to Customer Data (such as Section 5). You, not Us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. We are not responsible to You for unauthorized access to Customer Data or the unauthorized use of GenInst Studio unless such access is due to Our gross negligence or willful misconduct. You are responsible for the use of GenInst Studio by any person to whom You have given access to GenInst Studio, even if You did not authorize such use. If We receive any notice or claim that any Customer Data, or activities hereunder with respect to any Customer Data, may infringe or violate rights of a third party (a “Content Claim”), We may (but are not required to) suspend activity hereunder with respect to that Customer Data and You will indemnify Us from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Content Claim, as incurred.
    3. Our right to use Customer Data is governed by the Data License set forth in Section 5.3(a) of the Trading Terms. Our right to generate and use Platform Analytics Data is governed by Section 5.3(c) of the Trading Terms. Notwithstanding the foregoing, as a product-specific restriction on the Data License with respect to GenInst Studio:
       1. Opt-In Requirement. If Your subscription is on the Premium Tier, We will not use Your Customer Data to develop, train, fine-tune, or improve machine learning or artificial intelligence models or for general product improvement purposes (as described in Section 5.3(a)(3)(B) of the Trading Terms) unless You have opted in to such use by configuring the administrative control expressly labeled for such purpose or by sending us an express opt-in notice at support@liquidinstruments.com. If You do not opt in, We will not use Your Customer Data in our possession to develop, train, fine-tune, or improve any machine learning or artificial intelligence model.
12. Disclaimers. GENINST STUDIO, THE UNDERLYING SOFTWARE, AND ANYTHING PROVIDED TO YOU IN CONNECTION WITH THIS GENINST STUDIO AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. WE (AND OUR AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. You are solely responsible for the use of GenInst Studio and any Bitstream(s) made by or on behalf of You through GenInst Studio and any Products as customized through such Bitstream(s). We do not warrant that GenInst Studio or the Bitstreams made through GenInst Studio will be compatible with or operate in any Product or software programs or any hardware which may be selected for use by You.
13. Limitations of Liability. IN NO EVENT WILL WE NOR OUR AFFILIATES, AND OUR AND THEIR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS GENINST STUDIO AGREEMENT FOR (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY YOU TO US HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
14. Other Terms. For clarity, this GenInst Studio Agreement is otherwise subject to the terms set forth in Sections 1, 2, 3, 4.2, 5, 6, 9, 10, 11, 13, 14, 15, and 16 of the Trading Terms (and references to Software therein shall be construed to include GenInst Studio). To the extent there is any conflict between the terms of this GenInst Studio Agreement and the Trading Terms, the terms of this GenInst Studio Agreement shall control with respect to the subject matter covered by this GenInst Studio Agreement. We reserve the right, at Our sole discretion, to amend any of the provisions of this GenInst Studio Agreement at any time by posting a notice on Our website or by sending You a written notice. If You do not agree to any amendment, You have the right to use GenInst Studio subscribed by You until the expiration or earlier termination of the then-current subscription term under the Order You entered into prior to such amendment, which will continue to be subject to the prior version of this GenInst Studio Agreement (without such amendment). Placing any Order for GenInst Studio following the effective date of any such amendment constitute Your agreement to any such amendment.