These Airia Terms and Conditions, including any Order Forms, SOWs, or documents incorporated by reference (collectively, the “Agreement”) is entered into between Customer (as defined below) and Airia LLC (“Airia”), and is agreed upon and made effective on the earlier of the date Customer accesses the Airia Services or signs an Order Form incorporating these Terms and Conditions (“Effective Date”). The Agreement governs Customer’s use of the Airia Services. Both Customer and Airia may be referred to as “Party” or collectively, the “Parties”. If the individual entering into the Agreement is doing so on behalf of an entity, the individual must have the authority to bind the entity to the Agreement (“Authorized Agent”). Otherwise, Customer may not access the Airia Services.
1. Definitions.
“Airia Services” means all services provided by Airia to Customer, including but not limited to Software, Documentation, and any other related services listed on an Order Form, or otherwise purchased or accessed by Customer.
“API” means any integration, API, or other connection that allows for the exchange of data between the Software and Customer’s systems or Third-Party Services.
“BYOK” means any ‘bring your own key’ for an API from Customer’s systems or through Third-Party Services.
“Customer” means: (i) in the case of an entity, the entity listed on an Order Form, or the entity being represented by its Authorized Agent who accessed the Airia Services; or (ii) in the case of an individual person, the person listed on the Order Form or that has accessed the Airia Services.
“Confidential Information” means any information marked or designated as confidential by a Party, as well as any information that, under the circumstances of its disclosure, should reasonably be considered to be confidential, such as Customer Data, Documentation, pricing, software code, functionality, Airia Services, and non-public technical, business, or financial information.
“Documentation” means the user guide and other technical documentation relating to the Airia Services that may be provided by Airia from time to time.
“Environment” means a deployment of the Software with a unique database in a tenant environment.
“Order Form” means: (i) the signed ordering document between the Parties; or (ii) if there is no signed Order Form, the Airia Services accessed by Customer.
“Pipeline” means a combination of available data source(s), model(s), and any other data or technology in the Software that allows Customer to automate a machine learning system.
"Pipeline Execution" means an Input submitted to a Pipeline and executed by Customer to generate an Output.
“Software” means the Airia software platform (including APIs, models, applications, AI Components, Pipelines, Environment(s), and Updates) listed on an Order Form or otherwise provided by Airia.
“Term” means the Initial Term and all Renewal Term(s) combined.
“Third-Party Services” means any third-party vendors (or their affiliates), including their respective systems, API keys, models, software, hardware, data, services, or other products.
“Updates” means any new functionality, features, patches, and fixes applied to the Software by Airia.
“User” means all authorized Customer representatives and agents that access the Software under Customer’s account.
2. Overview of Airia Services.
2.1. User Eligibility. Customer is not licensed to use Airia Services unless each of the following are satisfied: (i) all Index are legally able to agree to this Agreement under applicable law; (ii) Customer’s use is not for purposes related to any perceived, potential, or actual danger to Customer or any other individual(s); and (iii) Customer is not accessing or using any Airia Services for any commercial (except as allowed herein), competitive, or illegal purposes.
2.2. Account Information. Customer is required to provide personal details for individuals using the Airia Services to create User account(s). Customer shall ensure the personal details are always accurate and complete. Only the assigned person may access their User account. Customer is solely responsible for the security and confidentiality of its User accounts and will immediately notify Airia of any unauthorized access.
2.3. Changes. Airia may add, change or remove features of Airia Services and amend this Agreement at any time, with or without notice. By accessing the Airia Services after any such changes, Customer agrees to the changes.
2.4. Monitoring. Airia may monitor Customer’s use of Airia Services to ensure its compliance with this Agreement.
2.5. No Training. Airia will not use Customer Data to train any AI models used in the Airia Services.
2.6. Data Use. Airia may use data derived from Customer’s use of the Airia Services, including data relating to the performance, use, sessions, or similar data, analytics, or metrics of the Airia Services (“Analytics”) solely for development, operational, and improvement purposes. Analytics will be aggregated and de-identified so it cannot be used to identify Customer or any User and will not contain any Customer Data.
3. License and Restrictions to Airia Services.
3.1. Grant. Airia grants Customer a limited, non-exclusive, non-transferrable, non-sublicensable, and revocable license to use the Software solely for Customer’s personal or internal business purposes, as applicable, and in accordance with this Agreement. Customer is prohibited from using the Software for any purpose that is not expressly permitted under this Agreement. Each Software deployment includes one (1) Environment.
3.2. Restrictions. Airia shall not be liable for any prohibited use of Airia Services by Customer. Customer agrees it is responsible for its Index’ use of the Airia Services and for all Input and Customer Data. Customer shall not exceed five (5) Pipeline Executions per second and will have up to fifty (50) gigabytes of Customer Data. Customer agrees to pay Airia’s then-current pricing if it exceeds the gigabyte limitation. Customer agrees that it shall not and shall not allow others to: (i) copy, modify, create derivative works, reverse engineer, perform competitive analysis, decompile, disassemble, web scrape, develop a product that incorporates comparable ideas, features, functions, visual elements, or otherwise attempt to discover software code relating to the Airia Services; (ii) publicly describe or share the outcomes of any performance test or User experiences of Airia Services with any third party without Airia’s prior written consent; (iii) limit the functionality of, interrupt, impair, damage, or attempt to gain unauthorized access to the Airia Services, systems, or the data stored within; (iv) use, infringe, misappropriate, or otherwise violate Airia’s Confidential Information or intellectual property rights in Airia Services; (v) remove or alter any trademark, copyright or proprietary notices in Airia Services; (vi) violate or facilitate violations of any applicable laws or regulations, including export laws; (vii) utilize Airia Services to (A) transmit or retain infringing, harassing, slanderous, defamatory, obscene or otherwise illegal content, including materials detrimental to minors or in violation of third party privacy rights, or (B) knowingly transmit or retain content containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; or (viii) attempt to probe, scan or test the vulnerability of Airia Services without Airia’s prior written consent.
4. Applicable Law and Compliance. Each Party agrees to comply with their respective obligations under applicable law in performance of its obligations in this Agreement. Customer agrees the Airia Services and all Outputs involve AI Components, may contain errors, misstatements, or may be otherwise incomplete, and shall not be taken as any professional advice (e.g., legal, financial, etc.).
5. Term. The Agreement commences on the Effective Date and will continue for the subscription period listed on the Order Form (e.g., Trial, month-to-month, annual, etc.) (“Initial Term”). The Agreement will automatically renew for the same time period as the Initial Term on Airia’s then-current pricing (each renewal a “Renewal Term”), provided Customer may opt-out of automatically renewing by providing Airia with at least 30 days’ prior written notice from the end of the current Initial Term or Renewal Term (email is sufficient).
6. Termination. Either Party shall have the right to terminate the Agreement if the other Party commits a material breach of the Agreement and such breach remains uncured for thirty (30) days after the notice of the breach was given. Upon termination or expiration of this Agreement, all rights and licenses granted by Airia will expire and Customer will destroy Airia’s Confidential Information within thirty (30) days from such termination or expiration. Airia may securely destroy the Customer Data immediately after expiration or termination of the Agreement.
7. Suspension. Airia may suspend Customer’s access to the Airia Services in whole or in part upon Customer’s material breach of this Agreement or if the Minimum Balance is below the required amount as contemplated in the Payment for Airia Services Section.
8. Privacy Policy and Data Privacy. Any information made accessible to Airia or Airia Services, directly or indirectly (e.g., through integrations to any Third-Party Services), is subject to Airia’s Privacy Policy, as may be amended by Airia from time to time and which is incorporated by reference into this Agreement. If and to the extent Airia does process, access or store personal information in a third country (as defined in the GDPR and UK GDPR),and based on the location of the Customer, then upon Customer’s written request Airia shall (i) enter into and comply with the data importer’s obligations set out in the standard contractual clauses for the transfer of Personal Information to data processors established in third countries set out in the Commission Decision of 5 February 2010 (C(2010) 593), as amended by EU Commission Implementing Decision 2021/914 of 4 June 2021, and as may be further amended from time to time (“Standard Contractual Clauses”), and if applicable, the UK international data transfer agreement or international data transfer DPA to the Standard Contractual Clauses, or another valid cross border transfer mechanism, and/or (ii) comply with supplementary measures designed to ensure an essentially equivalent level of protection for personal information transferred to a third country, as required by the applicable data protection laws.
9. Payment for Airia Services.
9.1. Fees. Subject to this Payment for Airia Services Section, all fees listed on an Order Form will be due and payable as stated in the Order Form’s payment terms. If payment terms are not listed, the fees will default to be due to Airia immediately upon execution of an Order Form, and all future payments for fees will be due on a recurring monthly basis. Fees that may not be listed on an Order Form (model tokens, Pipeline Executions, and Third-Party Services generally) are subject to the applicable sections below.
9.2. Final Payment. All fees are non-cancelable and non-refundable except as otherwise stated in the Agreement. All fees paid and expenses reimbursed under this Agreement will be paid in the currency listed on the Order Form.
9.3. Changes. Airia reserves the right to modify the pricing, payment terms and structure, and the applicable Software usage limits at any time by providing Customer with at least thirty (30) days’ written notice before such changes take effect.
9.4. Fees for Third-Party Services. Any fees or charges associated with Third-Party Services required for Customer’s use of Airia Services, including model tokens, model access, and other related fees, are Customer’s sole responsibility and subject to the Stripe Services Section below.
9.5. Stripe Services. The Software uses Stripe, Inc. to provide payment processing services (“Stripe Services”) to Customer for the purchase of model tokens, model access, Pipeline Executions, and if agreed by Airia, Airia Services fees. By using the Airia Services, Customer agrees to all applicable Stripe Services’ terms and bank account authorizations, including but not limited to Stripe’s Services Agreement and the Stripe Connected Account Agreement. Customer agrees Airia will not be held liable for any monetary transactions that occur through Customer’s use of the Airia Services nor for any issues relating to the Stripe Services. Customer must maintain at least $5.00 in its Airia Services account via the Stripe Services (“Minimum Balance”) for all token, model, and Pipeline Execution transactions. Customer authorizes Airia to charge Customer’s Stripe Services payment method on file to maintain the Minimum Balance for the purchase of Third-Party Services or if Customer’s token, model, or Pipeline Execution cause Customer’s Stripe Services account balance to go below the Minimum Balance. If Customer procures the use of an available model in the Airia Software, Customer will owe the Third-Party Services fee for such AI model, plus owe Airia three percent (3%) of such fee as a Stripe Services processing fee.
9.6. True-Up. Customer shall immediately owe and pay fees associated with Third-Party Services usage that causes Customer’s Stripe Account to go below the Minimum Balance and for fees relating to Customer exceeding the Software usage limitations stated in the Restrictions Section or listed on an Order Form, and authorizes Airia to charge Customer’s Stripe Services account to pay Airia for such use immediately.
9.7. Taxes. All fees are exclusive of taxes. Airia will charge Customer taxes as required by applicable law in connection with the Aria Services.
10.1. Obligations. Each Party may disclose its Confidential Information (“Discloser”) to the other Party (“Recipient”), including disclosures to or Confidential Information of a Party’s affiliates or authorized agents. Recipient agrees to hold Discloser’s Confidential Information in confidence and not to, directly or indirectly, copy, reproduce, report, publish, disclose, or otherwise transfer the Discloser’s Confidential Information to any third-party, or utilize such Confidential Information for any purpose whatsoever other than as expressly contemplated in this Agreement, provided that a Recipient may disclose the Disclosing Party’s Confidential Information to the Recipient’s affiliates, agents, consultants, or suppliers (“Recipient Agent”): (i) as necessary to perform its rights and obligations under the Agreement; and (ii) so long as the Recipient Agent is bound to confidentiality obligations at least as stringent as the obligations herein. The Recipient is responsible for its Recipient Agent’s compliance with the confidentiality obligations in this Confidentiality Section. The obligations in this Confidentiality Section shall continue for the Term of this Agreement and for a period of three (3) years after the Agreement’s termination or expiration, provided the obligation for trade secrets will continue for as long as such information constitutes a trade secret under applicable law.
10.2. Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of Recipient’s breach of this Agreement; (b) is obtained by Recipient on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence that the Confidential Information was in its possession prior to the Discloser’s disclosure; or (d) Recipient establishes by documentary evidence, that the Confidential Information was or is independently developed by Recipient without using any Discloser Confidential Information.
11. Intellectual Property and Proprietary Rights.
11.1. Airia. Airia (or its licensors) retains exclusive ownership of all right, title, and interest in Airia Services, any Confidential Information contained therein, and all related intellectual property rights available under applicable law. Airia does not grant Customer any other intellectual property rights other than those explicitly stated in the Agreement.
11.2. Customer. Customer (or its licensors) retains exclusive ownership of all right, title, and interest in Customer Data, any queries provided by Customer (including Customer Data) (“Input”) to the Software, any output provided by the Software in response to Customer’s Input (“Output”), any Customer Confidential Information contained therein, and all related intellectual property rights available under applicable law. Customer agrees that its Input and Output may be identical or similar in nature to another third-party customer or user of the Software and that Customer does not own or have any intellectual property rights to such identical or similar third-party customer or user Input and Output. Customer does not own or have any intellectual property rights relating to Pipelines.
11.3. Feedback. Airia may freely use and incorporate into Airia Services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or Index that relates to Airia or Airia Services ("Feedback"). You acknowledge and agree that all Feedback and all associated intellectual property rights are the exclusive property of Airia, and hereby assign to Airia all right, title, and interest to any Feedback.
12. Liability. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY STATED BELOW WILL APPLY WHETHER AN ACTION OR CLAIM IS BASED ON TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), CONTRACT, STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR ANY OTHER THEORY.
12.1. exclusions. IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, LICENSORS, OR SUPPLIERS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF EITHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.
12.2. MUTUAL CAP. IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY DAMAGES ARISING FROM THE AGREEMENT EXCEED THE SOFTWARE FEES PAID OR PAYABLE TO AIRIA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM. A PARTY HAVING ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT DESCRIBED IN THIS MUTUAL CAP SECTION.
12.3. EXCEPTIONS TO MUTUAL CAP. THE LIMITATIONS AND EXCLUSIONS LISTED IN THIS LIABILITY SECTION SHALL NOT APPLY TO DAMAGES RELATING TO: (I) A PARTY’S FRAUD OR WILLFUL MISCONDUCT; (II) INDEMNIFICATION OBLIGATIONS; (III) COMPANY’S PAYMENT OBLIGATIONS; AND (IV) A PARTY’S VIOLATION OR MISAPPROPATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
13. LIMITED WARRANTY AND DISCLAIMER.
13.1. Limited Warranty. Airia represents and warrants that: (i) it will provide the Airia Services in a manner consistent with general industry standards; and (ii) the Software will perform substantially in accordance with the Documentation ((ii) being the “Performance Warranty”). The Performance Warranty shall not apply to the extent a non-conformity is caused by Customer or its Index’ breach of the Agreement or Documentation.
13.2. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, AIRIA, ITS AFFILIATES, AND ITS LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH REGARD TO AIRIA SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND WARRANTIES THAT AIRIA SERVICES MEET THE REQUIREMENTS OF YOU OR ANY THIRD PARTY, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SERVICES (WHICH SHALL BE PROVIDED AS-IS), AND AIRIA IS NOT RESPONSIBLE FOR ANY ERRORS, DATA LOSS, DATA CORRUPTION, OR OTHER LOSSES RELATING TO CUSTOMER’S USE OF ANY THIRD-PARTY SERVICES AND DISCLAIMS ALL LIABILITY TO CUSTOMER RELATING TO CLAIMS IN CONNECTION WITH CUSTOMER’S USE OF, RELATIONSHIP WITH, AND ACCESS TO THE THIRD-PARTY SERVICES.
13.3. AI DISCLAIMER. AIRIA SERVICES, INCLUDING ITS OR ITS THIRD-PARTY SERVICES ARTIFICIAL INTELLIGENCE TECHNOLOGY AND COMPONENTS (“AI COMPONENTS”), ARE MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. AIRIA MAKES NO GUARANTEES ABOUT THE ACCURACY OR QUALITY OF AIRIA SERVICES OR OUTPUTS. THE USE OF AIRIA SERVICES IS ENTIRELY AT CUSTOMER’S OWN RISK. CUSTOMER AGREES THAT: (I) THERE ARE INHERENT RISKS OF INACCURACY AND UNPREDICTABILITY WITH AI COMPONENTS; (II) AIRIA IS NOT RESPONSIBLE FOR ANY INACCURATE, UNPREDICTED, OR UNDESIRABLE RESULTS OR OUTPUTS STEMMING FROM CUSTOMER’S USE OF THE AIRIA SERVICES WHICH RELY UPON AI COMPONENTS; AND (III) CUSTOMER WILL EMPLOY CAUTION WHEN USING AIRIA SERVICES DUE TO SUCH RISKS. AIRIA IS NOT LIABLE AND DISCLAIMS ALL LIABILITY FOR ANY CONSEQUENCES OR DAMAGES RELATING TO CUSTOMER, THIRD-PARTY ENTITIES, OR INDIVIDUALS RELYING ON OR USING THE AIRIA SERVICES, MODELS, THIRD-PARTY SERVICES, OR AI COMPONENTS.
14. Indemnification.
14.1. Scope. The Parties will each indemnify, defend, and hold the other Party harmless (“Indemnifying Party”) against all alleged claims, damages, actions, or proceedings, arising out of or relating to:
14.1.1. Customer. If Customer is the Indemnifying Party, (i) Customer Input, Output, and Customer Data provided or input into the Software by or on behalf of Customer to Airia or its agents infringing a third-party’s intellectual property rights; and (ii) Airia’s use of any BYOK or Third-Party Services on behalf of Customer.
14.1.2. Airia. If Airia is the Indemnifying Party, the Documentation and Software provided by or on behalf of Airia infringing a third-party’s intellectual property rights, provided such items are used pursuant to the Agreement.
14.2. Process. The indemnification obligations in this Indemnification Section are subject to the Indemnifying Party: (i) being promptly notified of the claim in writing by the other Party; (ii) the Indemnifying Party having sole control of the defense and any settlement negotiations with respect to the claim; and (iii) being provided the assistance, authority, and any reasonably requested information from the other Party. The non-Indemnifying Party will not settle any claim stemming from this Indemnification Section without the Indemnifying Party’s prior written consent.
14.3. Obligations and Limitations. The Indemnifying Party will pay damages, settlements, expenses, costs, and reasonable attorney’s fees incurred by the other Party arising out of the matters set forth in this Indemnification Section, provided that Airia will not have any obligation under this Indemnification Section to the extent that a claim is due to: (i) use of the Software in breach of the Agreement or Documentation; (ii) the combination, operation, or use of the Software with: (a) Third-Party Services; or (b) AI Components, Customer Data, Input, or Output, to the extent that such combination, operation, or use caused the underlying infringement; or (iii) changes to the Software made by a party other than Airia or its authorized agents.
15. Third-Party Services. This Agreement is between Customer and Airia and does not include any Third-Party Services provider. Customer agrees: (i) it, and not Airia, is responsible for its use of any Third-Party Services, including any applicable BYOK provided by Customer; (ii) any use of Third-Party Services by Customer is subject to the terms of Customer’s agreement with such Third-Party Services, and Airia is not liable for any violation of any such agreement; and (iii) it is authorized to provide and Airia is authorized to use such Third-Party Services to the extent required for Airia to perform its obligations under the Agreement. If Customer elects to use Third-Party Services with the Software, Airia shall only be responsible for any API it provides to Customer to access the Third-Party Services (if any), and Customer consents to the transmission and exchange of Customer Data (including without limitation Confidential Information) with the Third-Party Services.
17. Trademark Use. Customer agrees to grant Airia a limited license to use Customer’s trademarks, logos, likeness, and related materials in Airia’s sales and marketing materials and otherwise reference Customer’s use of the Airia Services in marketing publications.
18. General Terms.
18.1. Relationship. This Agreement does not create any partnership, joint venture, or agency relationship between the Parties. Neither Party has the authority to bind the other contractually or act on the other's behalf as an agent or otherwise.
18.2. Notice. Any notices related to this Agreement must be in writing. Notices to Customer shall be sent to the administrative User’s email address associated with Customer’s Account or to Customer’s address listed on the Order Form. Notices to Airia shall be sent to [email protected] and the Airia address listed on the Order Form.
18.3. Governing Law. This Agreement shall be interpreted and governed by the laws of the State of Georgia without regard to its conflict of laws principles or to the U.N. Convention on Contracts for the International Sale of Goods, which shall be excluded. For any disputes arising out of this Agreement, the Parties consent to the personal and exclusive jurisdiction of, and venue in, the competent state and federal courts within Fulton County, Georgia.
18.4. Assignment. Customer may not assign its rights and duties under this Agreement without the prior written consent of Airia, except that Customer may assign this Agreement in whole as part of a merger, or sale of substantially all its assets. Any assignment in violation of this Section shall be void and of no effect.
18.5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the Airia Services and supersede all previous or contemporaneous agreements and understandings, oral or written, including but not limited to any purchase order terms or other hyperlinked terms not referenced in this Agreement. Unless otherwise stated, this Agreement may only be modified by the Parties’ mutual written agreement. Any Order Form or the Agreement may be executed in any number of counterparts, with all signed documents together constituting the same document.
18.6. Waiver. A failure to enforce any provision of this Agreement shall not constitute a waiver of any future enforcement of that or any other provision of this Agreement. If any language in this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the at-issue language will be modified to the least extent necessary to make such language valid and enforceable.
18.7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.
18.8. Force Majeure. Neither Party shall be liable for delays or failures in performing any of its obligations hereunder (except for Customer’s payment obligations) due to causes beyond its reasonable control, including an act of nature, war, natural disaster, governmental regulations, terrorism, communication or utility failures or casualties or the failures or acts of third parties.
18.9. Order of Precedence. In the event of a conflict between the Agreement and any Order Form or SOW, the Order Form or SOW will control so long as the specific section being modified in the Agreement is referenced on the Order Form or SOW.
18.10. Survival. Termination or expiration of this Agreement, or any Order Form or SOW will not affect the provisions regarding Confidential Information, payments of amounts due, indemnification obligations, limiting or disclaiming each Party’s liability, or any other provision reasonably intended to survive the Agreement’s termination or expiration. These provisions will survive the Agreement’s termination or expiration.