Terms and Conditions

Amira Labs LLC Effective Date: April 10, 2026 Last Updated: April 10, 2026

1. Acceptance of Terms

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you (whether an individual or an entity, referred to as "you," "your," "Customer," or "User") and Amira Labs LLC, a Maryland limited liability company ("Amira Labs," "Company," "we," "us," or "our").

By accessing our website at amiralabs.com (the "Site"), creating an account, placing an order through our online store, subscribing to or using any of our software-as-a-service offerings, installing or using any of our hardware products, or otherwise accessing or using any products, services, applications, or content offered by Amira Labs (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy (available at amiralabs.com/privacy), our Acceptable Use Policy (set forth in Section 8 of these Terms), and any applicable Order Forms, Statements of Work, Data Processing Agreements, or Service Level Agreements entered into between you and Amira Labs (collectively, the "Agreement").

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity.

If you do not agree to all of these Terms, you must not access or use the Site or Services. We reserve the right to modify these Terms at any time. Material changes will be communicated through our Site or via email to registered users. Your continued use of the Services after such modifications constitutes your acceptance of the updated Terms.

2. Description of Services

Amira Labs provides artificial intelligence-powered software and hardware solutions for television, radio, streaming, and over-the-top (OTT) media operations. Our Services include, but are not limited to:

Software-as-a-Service (SaaS). Cloud-based and hybrid AI-powered media monitoring, compliance analysis, language identification, quality control automation, and related software services delivered on a subscription basis.

Hardware Products. Physical computing hardware, appliances, and associated accessories designed for on-premises deployment in broadcast and media environments, sold through our online store or through direct sales engagements.

Online Store. An e-commerce platform through which customers may purchase hardware products, accessories, and related items.

Professional Services. Implementation, configuration, training, integration, and consulting services provided in connection with our software and hardware products.

Documentation. User guides, technical documentation, API documentation, specifications, and other written materials provided in connection with our Services.

The specific features, functionalities, service levels, and terms applicable to your use of the Services may be further defined in an Order Form, Statement of Work, or other written agreement between you and Amira Labs. In the event of a conflict between these Terms and an executed Order Form or Statement of Work, the Order Form or Statement of Work shall control with respect to the subject matter of such conflict.

3. Account Registration and Security

3.1 Account Creation

To access certain features of our Services, you may be required to create an account. When creating an account, you agree to provide accurate, current, and complete information; maintain and promptly update your account information to keep it accurate, current, and complete; maintain the confidentiality and security of your account credentials, including your password; accept responsibility for all activities that occur under your account; and notify us immediately at security@amiralabs.com of any unauthorized use of your account or any other breach of security.

3.2 Account Responsibility

You are solely responsible for all activities that occur under your account, whether or not you authorized such activities. Amira Labs shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials. We reserve the right to suspend or terminate your account at any time if we reasonably believe that your account has been compromised or is being used in violation of these Terms.

3.3 Authorized Users

If you have subscribed to our Services on behalf of an organization, you are responsible for ensuring that all individuals who access the Services through your account ("Authorized Users") comply with these Terms. You are liable for any breach of these Terms by your Authorized Users.

4. Subscriptions, Orders, and Payment

4.1 SaaS Subscriptions

SaaS subscriptions are offered on the terms specified in the applicable Order Form, including subscription tier, pricing, billing frequency, and subscription term. Unless otherwise specified in an Order Form, subscriptions automatically renew for successive periods equal to the initial subscription term at the then-current list price unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. Subscription fees are non-refundable except as expressly set forth in an Order Form or as required by applicable law.

4.2 Online Store Purchases

All purchases of hardware products through our online store are subject to these Terms and the following additional conditions:

Order Acceptance. Your placement of an order constitutes an offer to purchase. We reserve the right to accept or reject any order in our sole discretion. An order is not accepted until we send you an order confirmation. We may cancel any order before shipment if there is a pricing error, product availability issue, or if we suspect fraudulent activity.

Pricing. All prices displayed on our online store are in United States Dollars (USD) unless otherwise indicated. Prices are subject to change without notice. Applicable taxes, shipping charges, and handling fees will be calculated and displayed at checkout.

Shipping and Delivery. Unless otherwise agreed in writing, all hardware products are shipped FOB Destination (Incoterms 2020: DAP). Risk of loss and title pass to you upon delivery to the specified shipping address. We are not responsible for delays caused by carriers, customs, or events beyond our reasonable control.

Inspection and Acceptance. You shall inspect all hardware products within five (5) business days of delivery. If you identify any defects or discrepancies, you must notify us in writing within that period. Failure to notify us within the inspection period constitutes acceptance of the products.

Returns and Refunds. Unused and unopened hardware products may be returned within thirty (30) days of delivery for a refund, subject to a restocking fee of fifteen percent (15%) of the purchase price. Custom-configured, opened, or damaged products are not eligible for return. To initiate a return, contact us at support@amiralabs.com. Refunds will be processed within fifteen (15) business days of our receipt of the returned product.

4.3 Payment Terms

Unless otherwise specified in an Order Form, all invoices are due and payable within thirty (30) days of the invoice date. You agree to pay all amounts due in full without setoff, counterclaim, or deduction. Late payments accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. You are responsible for all costs of collection, including reasonable attorneys' fees, incurred by Amira Labs in collecting overdue amounts.

4.4 Taxes

All fees and prices are exclusive of applicable taxes, duties, levies, and government-imposed charges. You are responsible for all taxes associated with your purchases and subscriptions, excluding taxes based on Amira Labs' net income. If Amira Labs is required to collect or pay any taxes on your behalf, such taxes will be invoiced to you and are due upon receipt.

5. Intellectual Property Rights

5.1 Amira Labs' Intellectual Property

Amira Labs and its licensors own and retain all right, title, and interest in and to the Services, including but not limited to all software, source code, object code, algorithms, artificial intelligence models, machine learning models, neural network architectures, model weights, training data, training methodologies, data processing pipelines, APIs, user interfaces, designs, documentation, trade secrets, know-how, inventions, improvements, modifications, derivative works, trademarks, service marks, trade names, logos, trade dress, patents, patent applications, copyrights, and all other intellectual property rights therein (collectively, "Amira Labs IP").

The names "Amira Labs," "SENSE," and all related logos, product names, service names, slogans, and trade dress are trademarks and/or service marks of Amira Labs LLC. You may not use any Amira Labs trademark, service mark, logo, or trade dress without our prior written consent. All other trademarks, service marks, and trade names appearing on our Site or in our Services are the property of their respective owners.

Nothing in these Terms grants you any right, title, or interest in or to any Amira Labs IP, except for the limited license expressly granted in Section 5.2. All rights not expressly granted herein are reserved by Amira Labs.

5.2 License to Use the Services

Subject to your compliance with these Terms and payment of all applicable fees, Amira Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the applicable subscription term or as otherwise specified in an Order Form.

This license does not include the right to: sublicense, resell, distribute, or otherwise make the Services available to any third party except your Authorized Users; modify, adapt, translate, create derivative works of, or otherwise alter the Services or any component thereof; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, model weights, training data, or underlying structure of the Services or any component thereof; copy, reproduce, or duplicate the Services or any component thereof, except as expressly permitted herein; remove, alter, or obscure any proprietary notices, trademarks, or copyright notices contained in or on the Services; use the Services to build, train, develop, or improve any product or service that competes with the Services; use the Services to perform benchmarking, competitive analysis, or performance testing for the purpose of publishing results or providing results to a competitor, without Amira Labs' prior written consent; access the Services through any automated means (including bots, scrapers, crawlers, or similar technologies) other than through authorized APIs; or use the Services in any manner that violates the Acceptable Use Policy set forth in Section 8.

5.3 Customer Data

As between you and Amira Labs, you own and retain all right, title, and interest in and to your Customer Data. "Customer Data" means all data, content, information, and materials that you or your Authorized Users upload, transmit, or otherwise provide to or through the Services. You grant Amira Labs a limited, non-exclusive, worldwide, royalty-free license to use, process, store, transmit, copy, and display Customer Data solely as necessary to provide, maintain, and improve the Services and to comply with applicable law. This license terminates upon termination of your subscription or deletion of the applicable Customer Data.

Amira Labs shall process Customer Data in accordance with our Privacy Policy, our Data Processing Agreement (where applicable), and applicable data protection laws.

5.4 Feedback

If you provide Amira Labs with any suggestions, ideas, enhancement requests, recommendations, feature requests, comments, or other feedback regarding the Services ("Feedback"), you hereby assign to Amira Labs all right, title, and interest in and to such Feedback, including all intellectual property rights therein. Amira Labs shall be free to use, incorporate, modify, distribute, and commercialize Feedback for any purpose, without restriction, attribution, or compensation to you. You acknowledge that Amira Labs may already be independently developing or may in the future independently develop products, features, or services that are similar to or competitive with Feedback you provide.

5.5 Aggregated and De-Identified Data

Amira Labs may collect, create, use, and disclose aggregated, anonymized, and de-identified data derived from the use of our Services ("Aggregated Data") for any lawful business purpose, including product improvement, analytics, research, benchmarking, and marketing. Aggregated Data does not identify and cannot reasonably be used to identify any individual or Customer. As between you and Amira Labs, Amira Labs owns all right, title, and interest in and to Aggregated Data.

6. Confidentiality

6.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, business plans, financial information, customer lists, pricing, technical data, product plans, software, algorithms, AI model architectures and weights, inventions, and know-how. Customer Data shall be deemed your Confidential Information, and the Services, Amira Labs IP, and the terms of any Order Form shall be deemed Amira Labs' Confidential Information.

6.2 Obligations

The Receiving Party shall: use Confidential Information solely for the purposes of exercising its rights and performing its obligations under this Agreement; not disclose Confidential Information to any third party except to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.

6.3 Exclusions

Confidential Information does not include information that: is or becomes publicly available through no fault of the Receiving Party; was known to the Receiving Party prior to disclosure without obligation of confidentiality; is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or is rightfully received from a third party without restriction on disclosure.

6.4 Compelled Disclosure

If the Receiving Party is compelled by law, regulation, court order, or governmental authority to disclose Confidential Information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed.

7. Data Processing and Security

7.1 Data Processing Agreement

To the extent that Amira Labs processes personal data on your behalf in connection with the Services, such processing shall be governed by a Data Processing Agreement ("DPA") between you and Amira Labs. The DPA is incorporated into and forms part of this Agreement. In the event of a conflict between these Terms and the DPA with respect to data processing, the DPA shall control.

7.2 Security Measures

Amira Labs implements and maintains reasonable administrative, technical, and physical security measures designed to protect the confidentiality, integrity, and availability of Customer Data, including encryption of data in transit and at rest, access controls and authentication mechanisms, regular security assessments, employee security training, and incident response procedures.

7.3 Breach Notification

In the event of a confirmed security breach affecting Customer Data, Amira Labs shall notify the affected Customer without unreasonable delay and in any event within seventy-two (72) hours of confirmation. Such notification shall include a description of the nature of the breach, the categories and approximate number of records affected, the likely consequences of the breach, and the measures taken or proposed to address the breach.

7.4 Subprocessors

Amira Labs may engage third-party subprocessors to assist in providing the Services. A current list of subprocessors is available upon request. Amira Labs shall provide at least thirty (30) days' advance notice before engaging a new subprocessor. You may object to the engagement of a new subprocessor by providing written notice within fifteen (15) days of receiving such notice. If we are unable to address your objection, you may terminate the affected Services.

8. Acceptable Use Policy

This Acceptable Use Policy ("AUP") governs your use of the Services and is incorporated into and forms part of these Terms. Violation of this AUP constitutes a material breach of these Terms and may result in immediate suspension or termination of your access to the Services.

8.1 Prohibited Conduct

You shall not, and shall not permit any third party to, use the Services to:

Intellectual Property Violations. Infringe, misappropriate, or violate the intellectual property rights, trade secrets, or proprietary rights of Amira Labs or any third party; copy, reproduce, distribute, publish, display, perform, transmit, or create derivative works of any Amira Labs IP or any content accessed through the Services except as expressly permitted by these Terms; remove, alter, or obscure any copyright notice, trademark, or other proprietary rights notice on or in the Services; or use any Amira Labs trademark, trade name, logo, or trade dress in any manner without our prior written consent.

Reverse Engineering and AI Model Extraction. Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code, algorithms, data models, model weights, training data, training methodologies, data processing pipelines, neural network architectures, or any other underlying technology of the Services or any component thereof; use automated tools, scripts, or processes to systematically query, probe, or test the Services for the purpose of extracting, reconstructing, or approximating AI model parameters, weights, architecture, training data, or algorithmic processes (commonly known as "model extraction" or "model stealing"); conduct adversarial attacks, prompt injection, model inversion, membership inference, or any other technique designed to compromise, manipulate, reverse engineer, or extract proprietary information from Amira Labs' AI models; use the output of the Services to build, train, develop, fine-tune, or improve any artificial intelligence model, machine learning model, or other technology that competes with or is substantially similar to the Services; or attempt to bypass, disable, or circumvent any technological protection measure, access control, or digital rights management mechanism implemented in the Services.

Competitive Activities. Use the Services to build, develop, market, or operate any product or service that competes with any Amira Labs product or service; perform benchmarking, performance testing, or competitive analysis of the Services for the purpose of publishing results or providing results to a competitor of Amira Labs, without Amira Labs' prior written consent; or access the Services for the purpose of monitoring availability, performance, or functionality, or for any competitive benchmarking or analysis purpose.

Security Violations. Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services; probe, scan, or test the vulnerability of the Services or any network connected to the Services without prior written authorization from Amira Labs; interfere with or disrupt the integrity, performance, or availability of the Services or the data contained therein; introduce any virus, worm, Trojan horse, ransomware, malware, or other harmful code into the Services; or conduct any denial-of-service attack or other attack intended to impair the operation of the Services.

Unlawful and Harmful Use. Use the Services for any purpose that is unlawful, fraudulent, deceptive, or harmful; use the Services to engage in or facilitate illegal surveillance, unauthorized monitoring, or any activity that violates applicable privacy or data protection laws; use the Services to generate, distribute, or store content that is defamatory, libelous, threatening, harassing, obscene, or otherwise objectionable; use the Services to engage in discriminatory practices, including algorithmic discrimination based on race, color, religion, sex, national origin, age, disability, genetic information, or any other characteristic protected by applicable law; use the Services to circumvent or violate applicable broadcasting regulations, content licensing agreements, or intellectual property laws; or use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services.

Data Misuse. Access, collect, store, or use data obtained through the Services in any manner that violates applicable law, including data protection and privacy laws; exceed the scope of data access or usage rights granted under your subscription or Order Form; scrape, harvest, or systematically extract data from the Services through automated means except through authorized APIs; or transfer, share, or disclose data obtained through the Services to unauthorized third parties.

8.2 Enforcement

Amira Labs reserves the right to investigate any suspected violation of this AUP and to take any action we deem appropriate, including suspending or terminating your access to the Services, removing content, reporting illegal activity to law enforcement, and pursuing legal remedies. We may, but are not obligated to, monitor use of the Services for compliance with this AUP.

8.3 Reporting Violations

If you become aware of any violation of this AUP, please report it to legal@amiralabs.com.

9. Warranties and Disclaimers

9.1 Limited Software Warranty

Amira Labs warrants that during the applicable subscription term, the SaaS Services will substantially conform to the functionality described in the then-current Documentation. If the Services fail to conform to this warranty, your sole and exclusive remedy shall be for Amira Labs to use commercially reasonable efforts to correct the non-conformity. If Amira Labs is unable to correct the non-conformity within a reasonable period, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remainder of the subscription term.

9.2 Limited Hardware Warranty

Amira Labs warrants that hardware products sold through our online store or direct sales will be free from defects in materials and workmanship under normal use for a period of twelve (12) months from the date of delivery ("Hardware Warranty Period"). During the Hardware Warranty Period, Amira Labs will, at its sole option, repair, replace, or refund the purchase price of any hardware product that is found to be defective. This warranty does not cover damage caused by accident, misuse, abuse, negligence, unauthorized modification, improper installation, failure to follow product instructions, use with incompatible equipment, exposure to abnormal physical or electrical conditions, or normal wear and tear. This warranty does not cover consumable parts (such as cables and connectors) unless damage has occurred due to a defect in materials or workmanship.

To make a warranty claim, you must contact support@amiralabs.com within the Hardware Warranty Period with a description of the defect and proof of purchase. Amira Labs may require you to return the defective product for inspection. Shipping costs for warranty returns are Amira Labs' responsibility.

9.3 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTIONS 9.1 AND 9.2, THE SERVICES, THE SITE, ALL HARDWARE PRODUCTS, ALL SOFTWARE, ALL CONTENT, ALL AI-GENERATED OUTPUTS, AND ALL DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMIRA LABS HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, AMIRA LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT ANY DEFECTS WILL BE CORRECTED; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES, INCLUDING AI-GENERATED OUTPUTS, WILL BE ACCURATE, RELIABLE, OR COMPLETE; OR THAT THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION.

AI-GENERATED OUTPUTS ARE PROBABILISTIC IN NATURE AND MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. YOU ACKNOWLEDGE AND AGREE THAT AI-GENERATED OUTPUTS SHOULD BE INDEPENDENTLY VERIFIED BY QUALIFIED PERSONNEL BEFORE BEING RELIED UPON FOR ANY PURPOSE, AND THAT AMIRA LABS SHALL NOT BE LIABLE FOR ANY DECISIONS OR ACTIONS TAKEN IN RELIANCE ON AI-GENERATED OUTPUTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AMIRA LABS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER AMIRA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF AMIRA LABS AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO AMIRA LABS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

10.3 Enhanced Liability Cap

NOTWITHSTANDING SECTION 10.2, THE TOTAL AGGREGATE LIABILITY OF AMIRA LABS FOR CLAIMS ARISING FROM (A) AMIRA LABS' BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, (B) AMIRA LABS' INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, OR (C) AMIRA LABS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL NOT EXCEED TWO TIMES (2×) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO AMIRA LABS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.4 Applicability

THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF AMIRA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION 10 SHALL NOT APPLY TO (A) EITHER PARTY'S PAYMENT OBLIGATIONS, (B) YOUR BREACH OF SECTION 5.2 (LICENSE RESTRICTIONS) OR SECTION 8 (ACCEPTABLE USE POLICY), OR (C) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF AMIRA LABS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11. Indemnification

11.1 Indemnification by Amira Labs

Amira Labs shall defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claim, action, suit, or proceeding alleging that your authorized use of the Services infringes or misappropriates a third party's intellectual property rights (a "Claim"), and shall pay all damages, costs, and expenses (including reasonable attorneys' fees) finally awarded against you or agreed to in settlement of such Claim, provided that you: (a) promptly notify Amira Labs in writing of such Claim; (b) grant Amira Labs sole control of the defense and settlement of such Claim; and (c) provide reasonable cooperation to Amira Labs at Amira Labs' expense.

If the Services are, or in Amira Labs' reasonable opinion are likely to be, the subject of an infringement Claim, Amira Labs may, at its sole option and expense: (i) procure for you the right to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate your subscription to the affected Services and refund any prepaid fees for the remainder of the subscription term.

Amira Labs shall have no obligation under this Section 11.1 with respect to any Claim arising from: (a) your modification of the Services; (b) your combination of the Services with products, services, data, or technology not provided by Amira Labs, to the extent the infringement would not have occurred but for such combination; (c) your use of the Services in a manner not authorized by these Terms or the Documentation; (d) your use of a version of the Services other than the most current version, if the infringement would have been avoided by using the current version; or (e) any open-source software or third-party components to the extent governed by their own license terms.

11.2 Indemnification by Customer

You shall defend, indemnify, and hold harmless Amira Labs and its officers, directors, employees, and agents from and against any third-party claim, action, suit, or proceeding arising from or relating to: (a) your use of the Services in violation of these Terms, including the Acceptable Use Policy; (b) your Customer Data, including any claim that Customer Data infringes or misappropriates a third party's intellectual property rights or violates applicable law; (c) your breach of your representations and warranties under these Terms; or (d) your unauthorized modification of the Services or unauthorized combination of the Services with other products, services, or technologies.

11.3 Sole Remedy

THIS SECTION 11 STATES EACH PARTY'S SOLE AND EXCLUSIVE REMEDY AND THE OTHER PARTY'S ENTIRE LIABILITY FOR THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

12. Term and Termination

12.1 Term

These Terms are effective as of the date you first access or use the Services and continue until terminated in accordance with this Section 12. The term of your SaaS subscription shall be as specified in the applicable Order Form.

12.2 Termination for Convenience

Either party may terminate these Terms or any Order Form by providing the other party with at least thirty (30) days' written notice prior to the end of the then-current subscription term. Such termination shall be effective at the end of the then-current subscription term.

12.3 Termination for Cause

Either party may terminate these Terms or any Order Form immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof (except that breaches of the Acceptable Use Policy, Section 5 (Intellectual Property), or Section 6 (Confidentiality) may result in immediate termination without cure period); (b) becomes the subject of a petition in bankruptcy, insolvency, receivership, or similar proceeding that is not dismissed within sixty (60) days; (c) makes an assignment for the benefit of creditors; or (d) ceases to operate in the ordinary course of business.

12.4 Reservation of Right to Refuse or Terminate Service

Amira Labs reserves the absolute right, in its sole discretion, to refuse service, suspend access, or terminate the account of any Customer, User, or prospective customer, at any time and for any reason, including but not limited to: violation of these Terms or the Acceptable Use Policy; conduct that Amira Labs reasonably determines to be threatening, abusive, harassing, or harmful to Amira Labs, its employees, its other customers, or third parties; engagement in fraudulent, deceptive, or illegal activity; any use of the Services that Amira Labs reasonably determines poses a risk to the security, integrity, or availability of the Services or Amira Labs' infrastructure; any determination by Amira Labs that the Customer or User is a bad actor, a competitor engaging in espionage or intelligence gathering, or otherwise poses a risk to Amira Labs' business interests, intellectual property, or reputation; or failure to comply with applicable export control laws, sanctions regulations, or anti-corruption laws.

Where practicable and not prohibited by law, Amira Labs will provide written notice of the reason for refusal, suspension, or termination. However, Amira Labs is under no obligation to disclose the specific basis for its determination when doing so could compromise security, ongoing investigations, or Amira Labs' legitimate business interests.

12.5 Effects of Termination

Upon termination of these Terms or any Order Form: (a) all licenses granted to you hereunder shall immediately terminate; (b) you shall immediately cease all use of the Services; (c) you shall pay all outstanding fees and charges accrued prior to the effective date of termination; (d) Amira Labs shall, upon your written request made within thirty (30) days of termination, make your Customer Data available for export in a standard format, after which Amira Labs may delete all Customer Data in its possession or control; and (e) each party shall return or destroy the other party's Confidential Information, except as required to be retained by applicable law or regulation.

12.6 Survival

The following Sections shall survive the expiration or termination of these Terms: Section 4.3 (Payment Terms), Section 4.4 (Taxes), Section 5 (Intellectual Property Rights), Section 6 (Confidentiality), Section 9.3 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12.5 (Effects of Termination), Section 12.6 (Survival), Section 13 (Governing Law and Dispute Resolution), and Section 17 (General Provisions).

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and all disputes arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the State of Maryland, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to these Terms.

13.2 Mandatory Arbitration

Except as provided in Section 13.3, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and Amira Labs (collectively, "Disputes") shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitration shall take place in Howard County, Maryland, unless the parties mutually agree to a different location. The language of the arbitration shall be English. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

For international customers, the parties may mutually agree to submit Disputes to arbitration under the rules of the International Chamber of Commerce (ICC), with the seat of arbitration in Washington, D.C.

13.3 Exceptions to Arbitration

Notwithstanding Section 13.2, either party may seek injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or trade secrets, without the obligation to post a bond or other security. Additionally, either party may bring a claim in the applicable small claims court if the claim qualifies for small claims jurisdiction.

13.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND AMIRA LABS EACH AGREE THAT ANY DISPUTE SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CLASS ARBITRATION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

13.5 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS.

14. DMCA and Copyright Policy

14.1 Respect for Intellectual Property

Amira Labs respects the intellectual property rights of others and expects users of our Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly submitted to our designated copyright agent.

14.2 DMCA Notice Procedure

If you believe that any content on our Site or Services infringes your copyright, please submit a written notification to our designated copyright agent containing: a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; identification of the copyrighted work claimed to have been infringed; identification of the material that is claimed to be infringing and information reasonably sufficient to enable us to locate the material; your contact information, including your address, telephone number, and email address; a statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement, made under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

Designated Copyright Agent: Amira Labs LLC Email: legal@amiralabs.com

14.3 Counter-Notice

If you believe that material you posted was removed or disabled by mistake or misidentification, you may submit a counter-notice to our designated copyright agent containing the information required by the DMCA.

14.4 Repeat Infringers

It is Amira Labs' policy to terminate, in appropriate circumstances, the accounts of users who are repeat infringers of copyrights. Amira Labs reserves the right to terminate any user's access to the Services if the user is determined to be a repeat infringer.

15. Export Control and Sanctions Compliance

You represent and warrant that you are not located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive US sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); you are not listed on any US government restricted party list, including the Specially Designated Nationals and Blocked Persons (SDN) List maintained by the Office of Foreign Assets Control (OFAC), the Entity List maintained by the Bureau of Industry and Security (BIS), or any other applicable restricted party list; and you will not use the Services in violation of any applicable export control or sanctions laws or regulations.

You agree not to export, re-export, or transfer the Services, including any software or hardware, directly or indirectly, to any country, entity, or individual in violation of applicable export control laws and regulations, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and sanctions administered by OFAC.

Amira Labs reserves the right to refuse service, suspend access, or terminate accounts upon determination that a Customer or User is subject to applicable sanctions or export restrictions.

16. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, quarantine restrictions, war, terrorism, armed conflict, civil unrest, government actions, sanctions, embargoes, trade restrictions, cyberattacks, distributed denial-of-service attacks, ransomware attacks, infrastructure failures, power outages, telecommunications failures, internet service disruptions, supply chain disruptions, semiconductor shortages, component unavailability, labor disputes, strikes, fires, floods, earthquakes, hurricanes, and other events beyond the reasonable control of the affected party ("Force Majeure Event").

The affected party shall provide written notice of the Force Majeure Event to the other party within forty-eight (48) hours, describing the nature of the event and its expected duration. The affected party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as practicable.

If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Order Form or these Terms upon written notice to the other party without liability, except for payment obligations accrued prior to the Force Majeure Event.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable Order Forms, Statements of Work, Data Processing Agreements, and Service Level Agreements, constitute the entire agreement between you and Amira Labs with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to the subject matter hereof.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, such provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these Terms.

17.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party to be effective.

17.4 Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of Amira Labs. Amira Labs may assign these Terms or any of its rights or obligations hereunder without your consent in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets, or by operation of law. Any attempted assignment in violation of this Section shall be void.

17.5 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy.

17.6 Independent Contractors

The relationship between you and Amira Labs is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between the parties.

17.7 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email (with confirmation of receipt); (c) one (1) business day after being sent by nationally recognized overnight courier; or (d) three (3) business days after being sent by registered or certified mail, return receipt requested. Notices to Amira Labs shall be sent to legal@amiralabs.com. Notices to you shall be sent to the email address associated with your account.

17.8 Headings

The section and subsection headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

17.9 Construction

These Terms shall be construed without regard to any presumption or rule requiring construction against the drafting party. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation."

17.10 Electronic Signatures and Records

You agree that these Terms and any other agreements, notices, disclosures, and communications that we provide to you electronically satisfy any legal requirement that such agreements, notices, or communications be in writing. You consent to receiving communications from Amira Labs electronically, including by email and through postings on our Site.

18. Contact Information

If you have any questions about these Terms, please contact us:

Amira Labs LLC Email: legal@amiralabs.com Website: https://amiralabs.com

For privacy-related inquiries, please contact privacy@amiralabs.com. For security-related inquiries, please contact security@amiralabs.com. For copyright-related inquiries (DMCA), please contact legal@amiralabs.com.