1. License

• 1.1 - General. Subject to the terms and conditions of this Agreement(including, without limitation, any use limitations indicated in the order form, if applicable), and in accordance with the payments of the Subscription Fees, Guidde grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-assignable, and non-transferable license solely during the Agreement Term (“License”), to: (i) download, install and use the Services on your computer, tablet, smartphone (“Device”) that you own or control; and (ii) access and use the Services on that Device in accordance with thisAgreement, any other agreement between the parties and the applicable UsageRules (defined below); all the above solely for your own personal purposes. If you do not have access to the platform, you may not be able to use and enjoy our services. If you want to make use of the Services, please contact us to hello@guidde.co and our sales representatives will assist you, or you can engage with us online (self-service) by registering, choosing the plan  that you want to implement and making the relevant payment.  For clarity, the license is personal and non-sublicenseable for your sole and personal use, and you shall not perform any action to allow any other person to use the services and the Services.
• 1.2 - Restrictions. Unless otherwise explicitly specified and permitted under this Agreement, you agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Services or make available the Services to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment) or to make aderivative work of the Services, or use it to develop any service or product that is the same as (or substantially similar to) it; (ii) copy, "frame" or "mirror" the Services; (iii) do not use the services and the Services to create a product or services with features that are substantially similar to or that recreate the features of Guidde's Services; (iv) make the Services available over a network where it could be used by multiple devices owned or operated by different people at the same time; (v) disassemble, reverse engineer, decompile, decrypt, extract or attempt to derive the source code, or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms), of the Services; (vi)copy (except for back-up purposes), modify, improve, alter, adapt, arrange, or translate or create derivative works of the Services, the results of the services or any part thereof; (vii) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services; (viii) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Services; (ix) use any communications systems provided by the Services to send unauthorized and/or unsolicited commercial communications; (x) use the Guidde name, logo or trademarks without our prior written consent; (xi) use the Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or any other inappropriate purpose, or in any manner that breaches this Agreement; (xii)publicly perform, display or communicate the Services; (xiii) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended(or that has the potential) to damage, infect or disrupt the services and the Services or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Services; and/or (xiv) take any action that imposes or may impose (as determined in Guidde’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Services, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; and/or (xv) publish or make publiclya vailable in any manner, other than to Guidde, any reviews, opinions or impressions about, or experiences with, the Services, the results of any testing or benchmarking of the Services, or any features available on the Services.
• 1.3 - Additional software. Guidde may offer you additional software, including certain interfaces, for download or a platform (“Additional software”). Subject to the other terms and conditions of this Agreement, you may install and use Additional software on Devices controlled by you, solely in conjunction with your authorized use of the Services. For the avoidance of doubt, you may not share the Additional software with others, including, without limitation, any person, group or any other company or entity. Upon expiration or termination of this Agreement for any reason, you shall cease any further use of the Additional software and shall promptly destroy all copies thereof in your possession. Certain Services (including Additional software) may be subject to additional limitations, restrictions, terms and/or conditions specific to such Services (“Specific Terms”). In such cases, the applicable Specific Terms will be made available to you and your access to, and use of, the relevant Services will be contingent upon your acceptance of and compliance with such Specific Terms.
• 1.4 In order to record videos in the context of the Services, you must download it from Google Chrome or from Microsoft Edge (each shall refer respectively as a “Distributor”). Please be aware that the Distributor may have established usage rules which also govern your use of the Services(“Usage Rules”). You acknowledge that, prior to downloading the Services from a Distributor, you had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that are applicable to your use of the Services are incorporated into this Agreement by this reference. You represent that you is not prohibited by any applicable Usage Rules and/or applicable law from using the Services; if you are unable to make such are presentation, you are prohibited from installing and/or using the Services.

3.1  In order to access the Services, you are required to set up an account by submitting the information requested in the applicable form or interface("Account"). You represent and warrant that all information submitted during the set-up process is, and will thereafter remain, complete and accurate. You may not share your Account information with others, including without limitation, with any person (including, inside or outside of your Organization, as applicable), group or any other Organization. For the avoidance of doubt, you shall acquire a license per user Account, and the Accounts or the credentials to access the Accounts shall not be shared among users or used by more than one user per Account under any circumstance.  As between Guidde and you, you alone shall be responsible and liable for maintaining the confidentiality and security of the Account credentials, as well as for all activities that occur under or in such Account. You (and/or the applicable Organization) shall be fully responsible and liable for any breach of this Agreement by any Account user. Any unauthorized access or use of the Services must be immediately reported to Guidde.

3.2  If you are entering into this Agreement on behalf of an Organization, the Services may be accessed solely by(1) your employees or contractors who are explicitly authorized by you to use the Services during the Agreement Terms, solely for internal use of your organization and in accordance with any restrictions in this Agreement or in the order form (if applicable); (2) to the extent permitted under this Agreement or in the order form (if applicable) and subject to any restriction therein, you may allow individuals outside of the your company to use the Services, provided that you shall not allow any competitor of Guidde to create Account (as defined below), users and/or to have access to the Services (each of the foregoing cases, a “Permitted User”). Each Permitted User shall be bound by the terms and conditions in writing at least as restrictive as those contained in this Agreement, and you shall be liable for any breach of the terms of this Agreement by the Permitted User.

3.3   If you are entering into this agreement as an individual, the license granted herein is personal and non-sublicenseable for your sole and personal use, and you shall not perform any action to allow any other person to use the Services.
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3.4   In certain circumstances you maybe able to allow external users to view the videos and recordings. This is done at your sole responsibility and liability. You should ensure that any visito ror other person accessing or viewing the videos and recordings comply with the terms of this Agreement.

• 6.1  Free Trial Subscription. We may offer a free, no-obligations trial subscription of the Service (“Trial Subscription”). The Trial Subscription, if any, shall come commence on the date that you commence accessor use of, as applicable, the Services and will conclude at the end of the trial period displayed on the order form or the acceptance form, or sooner if:(i) you upgrade your subscription by beginning to pay the applicable fees for the Services, or (ii) your use of the Services is terminated in accordance with this Agreement. You acknowledge and agree that this Agreement is applicable and binding upon you during the Trial Subscription period and that Guidde does not make any commitments in connection with the Services during the Trial Subscription period. We reserve the right to modify, cancel and/or limit this Trial Subscription offer at any time at our sole discretion.
• 6.2  Subscription Fees. The subscription fees mean any written or electronic order form selected (online or by other means) by you by clicking and/or execution and/or as agreed between the Organization and Guidde in the Organization Agreement, as applicable, for the provision of the applicable license granted under this Agreement (“Subscription Fees”). Inconsideration for the Services, you or the Organization, as the case may be, will have to pay the applicable, non-refundable Subscription Fees as set forth therein and are without any right of set-off or cancellation. Your payment maybe processed through a third-party payment processing service, and additional terms may apply to such payments. We reserve the right to use other third-party payment processing services for such purposes in the future. All amounts payable under this Agreement are non-refundable, non-cancellable, and exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. For all versions of the Services, we reserve the right in the future to charge a fee for features and/or uses which are currently made available free of charge or may be made available to you in the future. Any failure to pay applicable charges may result in you not having access to some or all of the parts of the Services. Not with standing anything to the contrary and to the maximum extent permitted bylaw, the fees are not refundable and termination shall not give rise to any refund.
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  6.3 Payment details. Unless expressly stated otherwise herein or between the parties: (a) all Subscription Fees are stated, and are to be paid, in U.S.Dollars; and (b) all Subscription Fees are payable, and shall be invoiced, in advance, and shall be paid in net terms within thirty (30) days prior notice of receipt of invoice or will be automatically debited from your chosen payment method (as applicable). All Subscription Fees shall be due and payable against an appropriate invoice in accordance with the rates and additional payment terms as may set forth in the order form (if applicable), and you shall effect payment of all Subscription Fees by wire transfer and you shall pay each invoice within thirty (30) days after receipt of undisputed valid invoice (except as otherwise agreed in the order form (if applicable)). If you do not pay by the due date, the overdue amount shall be subject to a late fee equal to the lesser of (a) 1.5% of the outstanding fee per month or, (b) the maximum amount allowed by applicable law. Guidde may, in addition or instead of such late fees, also stop providing the Services hereunder until the whole amount is paid and require guarantee at its discretion as a condition for continuing the provision of the Services. If you do not pay on or prior to the applicable due date two monthly consecutive Subscription Fees, Guidde, at its sole discretion, may suspend, block and/or restrict your access to the system of the Services. Guidde will give you ten (10) days prior notice of such suspension or termination.
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  6.4  Taxes. All amounts payable hereunder shall not be subject to any set-off or deduction. All Subscription Fees are exclusive of any applicable taxes, duties and similar governmental charges, and you are responsible for payment of all such amounts, including sales tax, value added tax (VAT),withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement.

7.1   Privacy policy. Our privacy policy is available on our website (“Privacy Policy”).
7.2   Data Processing Agreement. To the extent that you need a data processing agreement (“DPA”), you may request it from Guidde via hello@guidde.co and thereafter return it signed to Guidde as described therein. You hereby warrants and represents that you will (i) provide all appropriate notices, (ii)obtain all required informed consents and/or have any and all ongoing legal bases, and (iii) comply at all times with any and all applicable privacy and data protection laws and regulations, for allowing Guidde to use and process the data in accordance with this Agreement (including, without limitation, the provision of such data to Guidde (or access thereto)), for the provision of the Services and the performance of this Agreement.

8.1  Third-party components. The Services may use or include third party open-source software, files, libraries or components that may be distributed to you and are subject to third party open source license terms. Guidde shall make available upon request the list of third-party components that the Services contains. If there is a conflict between any open-source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. To the maximum extent permitted by law, Guidde makes no warranty or indemnity hereunder with respect to any third-party open source software. Guidde shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, products, or services available on or through any third-party software’s, or for any errors, omissions, or other inaccuracies in any information or materials provided by such third-party software.

8.2 –  AI Assistant. The Services may use, include and/or allow you to use artificial intelligence features, tools and/or algorithms (including, OpenAI)(all together "AI Features"). Guidde may provide you with an AI assistant (“AI assistant”) as a tool to perform different language-generation tasks, including writing text (“Text”). You may not use this tool and/or create or share Text in a manner that violates any OpenAI policies, including, without limitation, OpenAI terms of use, their Usage Policy or Sharing and Publication Policy. You acknowledge that any Text or output may not be unique and that the AI assistant and/or GPT may generate the same or similar Text or output to a third party. You shall be solely responsible for the input, the output, the use of the AI Features, and any deliverables created through the AI Features and the consequences of creating, uploading, posting, publishing, or sharing them. If you use (or allow Guidde to use) the AI Assistant to input, create, rewrite and/or share Text, you represent, warrant and covenant that you own or have acquired all the necessary permissions and rights to do so, and that you have not and will not infringe, misappropriate or violate third party rights (including, without limitation, intellectual property rights, and proprietary or privacy rights). Given the data sharing implications of using this feature, we strongly advise you not to provide any sensitive information, personal information, health data, identification data(e.g., ID or social security number), confidential information or credit card details while using this feature. By choosing to use this feature, you acknowledge and agree to the sharing of your information with the AI Assistant and the potential risks associated with such data sharing. To the maximum extent permitted by law, we shall have no responsibility or liability regarding the data that you input to the AI Assistant and your use of the output (including for ensuring that it does not violate any applicable laws, policies or this Agreement) and any errors, omissions, or other inaccuracies in any information or materials provided by the AI Assistant. You acknowledge that any output may not be unique, and that AI Assistant may generate the same or similar output toa third party. If you would like to opt out of our AI features, please reach out to hello@guidde.co.

8.3  DISCLAIMERS. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT WHEN ACCESSINGAND/OR USING THE SERVICES, THE SOFTWARE AND/OR USING AI ASSISTANT AND/ORIMPUTING AND USING THE OUTPUT TEXTS: (I) YOU SHALL BE SOLELY RESPONSIBLE ANDLIABLE FOR YOUR TEXT AND THE CONSEQUENCES OF CREATING, USING, OR SHARING THEM;(II)  YOU MAY BE EXPOSED TO TEXT FROM AVARIETY OF SOURCES; (III) GUIDDE IS NOT RESPONSIBLE AND TAKES NO LIABILITY FORTHE ACCURACY, USEFULNESS, INTEGRITY, LAWFULNESS, TITLE OR INFRINGEMENT,FUNCTIONALITY OR INTELLECTUAL PROPERTY RIGHTS OF, OR RELATING TO, SUCH TEXTS;AND (IV) THE AI ASSISTANT AND THE TEXT ARE PROVIDED “AS IS” AND "ASAVAILABLE" AND USE OF THE AI ASSISTANT AND THE TEXTS IS AT YOUR SOLE RISKAND FREE WILL. YOU HEREBY AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OREQUITABLE RIGHTS OR REMEDIES YOU MAY HAVE AGAINST GUIDDE WITH RESPECT TO THE AIASSISTANT AND/OR TEXTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUIDDEEXPRESSLY DISCLAIMS ALL AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANYKIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OFMERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSEAND NON-INFRINGEMENT.

9.   DISCLAIMER

9.1  EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUMEXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE THAT THE DATA, THE SERVICES AND THE SOFTWARE,INCLUDING ANY IMPROVEMENT THERTO, THE GUIDDE CONTENT, AND ANY OTHER GOODSAND/OR SERVICES PROVIDED OR MADE AVAILABLE BY GUIDDE HEREUNDER OR RELATEDTHERETO (COLLECTIVELY, THE "GUIDDE MATERIALS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, ANDWITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KINDWHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATIONANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITYOR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR REGARDING SECURITY, FITNESSFOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, RELIABILITY,  OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALLOF WHICH ARE HEREBY DISCLAIMED BY GUIDDE, ITS SUPPLIERS, AND LICENSORS.

9.2  TO THE MAXIMUM EXTENBT PERMITTED BY LAW, GUIDDE AND ITS LICENSORS DONOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDINGTHE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, ORQUALITY OF GUIDDE MATERIALS OR THIRD PARTY COMPONENTS AND/OR AI FEATURES; (B)THAT YOUR USE OF GUIDDE SERVICES AND SOFTWARE WILL BE UNINTERRUPTED, SECURE ORERROR-FREE; (C) REGARDING THE OPERATION OF ANY NETWORKS, THE PASSING ORTRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR ORDATA CONNECTIVITY PROBLEMS; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCEWITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS.WE DO NOT WARRANT THAT THE CONTENT AVAILABLE ON THE SERVICES IS ACCURATE,COMPLETE, RELIABLE, CURRENT, ERROR-FREE AND/OR THAT THE SERVICES IS FREE OFVIRUSES OR OTHER HARMFUL CODE; (E) THE SOFTWARE AND/OR THE SERVICES WILL DETECTAND/OR CORRECTLY IDENTIFY, DISINFECT ALL THREATS, APPLICATIONS OR OTHER COMPONENTS, OR PREVENT EVERY UNAUTHORIZED EXFILTRATION OF DATA. WE RESERVE THERIGHT TO MAKE CHANGES IN OR TO THE CONTENT, OR ANY PART THEREOF, WITHOUT GIVINGYOU ANY NOTICE PRIOR TO OR AFTER MAKING SUCH CHANGES TO THE CONTENT AND/ORGUIDDE MATERIALS. GUIDDE WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THEINTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKSOR HOSTING PROVIDERS.YOU ARE ADVISED NOT TO RELY IN ANY WAY ON THE CORRECTFUNCTIONING OR PERFORMANCE OF THE EXTENSION. YOU ASSUME ALL RISKS AND ALL COSTSASSOCIATED WITH THE USE OF THE SERVICES. YOU AGREE THAT WE WILL NOT BE HELDRESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROMYOUR USE OF THE SERVICES AND/OR FOR ANY TECHNICAL PROBLEMS INCLUDING WITHOUTLIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFICCONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR USE OF THE DATA OR ANYTELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

• 12.     EXPORT LAWS. You agree to comply fully with all applicable export laws and regulations to ensure that neither the Services nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

13.   UPDATES AND UPGRADES. We may from time to time, and our discretion, provide updates or upgrades to the Services (each a “Revision”) but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Services. All references herein to the Services shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Services, unless the Revision is accompanied by a separate license agreement which will govern the Revision. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Services; and/or (ii) terminate this Agreement and your use of the Services, if you engage in any conduct or activities that we determine, in our sole discretion, violate this Agreement or the rights of Guidde or any third party, or is otherwise inappropriate, and, to the maximum extent permitted by law, Guidde shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue use of the Services.

14.   TERM AND TERMINATION

14.1  Term. This Agreement commences when you accept the terms of this Agreement or as otherwise signed with you or your Organization (as applicable) and, unless terminated in accordance here with, shall continue in full force and effect for one year or as otherwise agreed between the parties (as the case may be) (the “Initial Subscription Term”).Following such Initial Subscription Term, the term of this Agreement shall automatically renew for successive Subscription Terms of equal length (each, a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”), unless either party notifies the other party in writing of its intent not to renew the Subscription Term, not less than thirty (30) days prior to the expiration of the then-current Subscription Term. For the avoidance of doubt, if you continue to use the Services licensed here under past any renewal date, you shall be deemed to have renewed the Agreement for the following renewal subscription term (as agreed between the parties in the order form).

14.2  Termination for breach. Each party may terminate this Agreement immediately upon written notice to the other party if the other party commits a material breach under this Agreement and, if curable, fails to cure that breach within sixty (60) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days). In addition, each party may terminate this Agreement upon written notice to the other party upon the occurrence of any of the following events in respect of such other party: (a) a receiver is appointed for the other party or its property, which appointment is not dismissed within sixty (60) days; (b) the other party makes a general assignment for the benefit of its creditors; (c) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) the other party is liquidating, dissolving or ceasing normal business operations. Not withstanding anything on the contrary in this Agreement, your unauthorized use of the Services or otherwise failure to comply with the terms of this Agreement and/or the applicable order form shall result in automatic immediate termination of this Agreement, upon notice by Guidde.
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14.3 – Upon termination of this Agreement for any reason: (a) you shall cease all access and use of the Services thereunder, and (b) you shall (as directed) permanently erase and/or return all Guidde's Confidential Information in your possession or control, and (c) erase or otherwise destroy all copies of the Services in its possession, which are fixed or resident in the memory or hard disks of its devices. Following termination, all outstanding Subscription Fees and other charges that accrued as of termination, which become immediately due and payable, and if necessary Guidde shall issue a final invoice therefor.  This Section 14 (Term and Termination) and Sections 5 (Intellectual Property Rights), 6 (Subscription Fees), 8.2 and 8.3.(Third Party Components), 9 (Disclaimers), 10 (Limitation of liability), 11(Indemnity), 15 (Assignment), 16 (Confidentiality), 18 (Governing Law and Disputes), 20 (General) shall survive termination of this Agreement.

15.     ASSIGNMENT. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Guidde's prior written consent, but maybe assigned by Guidde without restriction or notification. Any assignment against this section shall be null and void.

16.     CONFIDENTIALITY. “Confidential Information” means any information disclosed by or on behalf of one party (“Discloser”) to the other party (“Recipient”) pursuant to this Agreement that is marked as “confidential,” or in some other manner to indicate its confidential nature. For clarity, Confidential Information includes any information disclosed prior to, during, or after this Agreement or in the order form (as applicable) Effective Date. Without limiting thefore going, the Service and any documentation, material and information provided by Guidde is Guidde’s Confidential Information. Confidential Information does not include any information which: (i) is or becomes generally known and available to the public through no act of the Recipient; (ii) was already in the Recipient’s possession without a duty of confidentiality owed to the Discloser at the time of the Discloser’s disclosure; (iii) is lawfully obtained by the Recipient from a third party who has the express right to make such disclosure; or (iv) is independently developed by the Recipient without breach of an obligation owed to the Discloser. The Recipient may use the Discloser’s Confidential Information solely to perform its obligations under this Agreement. Except as set forth in the immediately following sentence, the Recipient will not disclose the Discloser’s Confidential Information to any third party except to its employees, consultants, affiliates, agents, and subcontractors having a need to know such information to perform its obligations under this Agreement who have signed a non-disclosure agreement with the Recipient containing terms at least as protective of the Discloser’s Confidential Information as those contained herein. The Recipient may disclose the Discloser’s Confidential Information to the extent that such disclosure is required by law or by the order or a court of a similar judicial or administrative body. All right, title, and interest in and to Confidential Information are and will remain the sole and exclusive property of the Discloser. The Recipient will use no less than reasonable efforts to protect the Discloser’s Confidential Information from unauthorized access, use, or disclosure. Notwithstanding anything to the contrary in this Agreement, Guidde’s obligations with respect to the protection of your data are solely as set forth in Section ‎‎6.2.

17.     MODIFICATION. To the maximum extent permitted by law, Guidde reserves the right at any time to: (i)change any information, specifications, features or functions of the Services, (ii)integration of new features, including, AI Features; (iii) suspend or discontinue, temporarily or permanently, any or all of the Services, including the availability of any feature, database or content, or (iv) impose limits on certain features and/or restrict access to parts or all of the Services, in each case with or without prior notice and without any liability to you or any third party. Guidde may from time-to-time update, change, amend or revise this Agreement. If Guidde updates, changes, amendments or revises this Agreement, Guidde will post the updated or revised Agreement on the website, platform orby any other manner chosen by Guidde in its commercially reasonable discretion. Such change will be effective five (5) days following the foregoing notification thereof, and your continued use of the Services thereafter means that you accept those changes to the Agreement as updated or revised. You can view the most current Agreement on our website. It is your responsibility to review the Agreement periodically and we encourage you to do so.

18. GOVERNING LAW AND DISPUTES. Notwithstanding anything to the contrary and to the fullest extent permissible by law, this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in NewYork County, New York, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court worldwide of competent jurisdiction.

19.     CO-MARKETING. You agree to participate in reasonable marketing activities that promote the benefits of the Services to other potential customers and the use of your name and logo on Guidde's website and in Guidde promotional materials. You agree that Guidde may disclose you as a customer of Guidde.

20.1  Prevailing agreement. This Agreement, and any other legal notices published by us in connection with the Services, shall constitute the entire agreement between you and Guidde concerning the Services. In the event of a conflict between this Agreement and the order form and/or the Organization Agreement, the terms of the order form and/or Organization Agreement shall prevail (in such order).
‍Respectively, if you purchased the license granted hereunder from partner, reseller or distributor authorized by Guidde (“Partner”), to the extent there is any conflict between this Agreement and the agreement entered between you and the respective Partner, including any order form (“Partner Order Form”), then, as between you and Guidde, this Agreement shall prevail. Any rights granted to you in such Partner Order Form which are not contained in this Agreement apply only in connection with such Partner. In that case, you must seek redress or realization or enforcement of such rights solely with such Partner and not Guidde.
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20.2  Effectiveness; Waiver. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

20.3  Force Majure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, pandemics, epidemics, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of such Party (each a “Force Majeure” event), provided that such Party so affected shall promptly notify the other Party of the occurrence of such event. If and when performance is resumed, all dates specified in this Agreement shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such event. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties.
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20.4  Notices. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.