Solar TERMS OF USE


These Solar Terms of Use (the "Terms") set forth the terms and conditions between Upstage Corporation, the applicable entity giving you access to the artificial intelligence model (the "Product"), or one of our subsidiaries or affiliates (collectively, "Licensor") and you or the Party purchasing access or subscribing to the Product (collectively, "Buyer"). Buyer’s use of the Product will be pursuant to these Terms, and Buyer’s use of the Product constitutes Buyer’s acceptance of and agreement to be bound by these Terms. If Buyer does not wish to agree to these Terms, Buyer must discontinue use of the Product. Buyer and Licensor may be referred to collectively as the "Parties" or individually as a "Party."


ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: BY AGREEING TO BE BOUND BY THESE TERMS, BUYER AGREES THAT ALL DISPUTES BETWEEN LICENSOR AND BUYER WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT FOR CERTAIN LIMITED TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER SECTION BELOW. BUYER’S AGREEMENT TO ARBITRATE MEANS BUYER IS GIVING UP THE RIGHT TO GO TO COURT AND THE RIGHT TO A TRIAL BY JURY, AND INSTEAD, DISPUTES WILL BE DECIDED BY A NEUTRAL ARBITRATOR. BUYER ALSO AGREES THAT ALL DISPUTES BETWEEN LICENSOR AND BUYER, WHETHER IN COURT OR IN ARBITRATION, WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND BUYER IS WAIVING BUYER’S RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. SEE SECTION 9 ARBITRATION AGREEMENT AND CLASS ACTION WAIVER BELOW FOR FURTHER DETAILS.




1.         Product Details.        


1.1        Product Subscription. To the extent applicable, Buyer may purchase a subscription to the Product. The pricing and term (if not on demand) are set forth in the Product listing. Additional information concerning the Product and included services that is included or referenced in the Product Listing is a part of the Product listing; such information may include but is not limited to: intended geographic use of the Product, any technical requirements for use of the Product, support services offered in connection with the Product (which may vary by geography), information regarding Open Source Software and description of Licensor's security practices.


1.2        Agreement. Each subscription is subject to and governed by these Terms, the applicable Product listing, and any additional terms to any of the foregoing as may be agreed upon by the Parties (the "Additional Terms"), which together constitute the agreement between Buyer and Licensor (the "Agreement"). Each subscription is a separate agreement between Buyer and Licensor. In the event of any conflict between the terms and conditions of these Terms and the Additional Terms, the Additional Terms will control unless they expressly state otherwise.


2.        Licenses; Use of Product.


2.1        Licensed Materials.


2.1.1        Subject at all times to Buyer’s strict compliance with the Agreement, Licensor hereby grants to Buyer during the term of the subscription or for the duration Buyer has purchased access to the Product a limited, nonexclusive, revocable, worldwide, nontransferable, non-sublicensable license in and to the Product, or the applicable Product component, to deploy, operate and use the Product and to allow Buyer’s authorized personnel, employees, or subcontractors (collectively, "Authorized Users") to access and use the Product.


2.1.2        Buyer may use the Product only: in support of the internal operations of Buyer’s and for Buyer’s clients, affiliates, subsidiaries, or other business partners (collectively, "Affiliates") business(es) or organization(s), in connection with Buyer’s and its Affiliates’ products and services (but, for clarity, not as a stand-alone product or service of Buyer or its Affiliates).


2.1.3        Buyer may make a reasonable number of copies of the documentation (if any) that may accompany the Product ("Documentation") as necessary to use such Product in accordance with the rights granted under this Agreement, provided that Buyer includes all proprietary legends and other notices on all copies. Licensor retains all rights not expressly granted to Buyer under this Agreement.


2.2        Inputs; Outputs. Buyer, Authorized Users, and Buyer’s Affiliates may enter certain information or prompts into the Product ("Inputs"), and the Product shall generate certain outputs based upon such Inputs ("Outputs"). To the extent permitted under applicable law and subject at all times to Buyer’s strict compliance with these Terms, Buyer shall own all right, title, and interest to the Inputs and such corresponding Outputs. Buyer hereby grants to Licensor an irrevocable, worldwide, non-exclusive license to access, use, copy, distribute, and otherwise exploit Inputs and Outputs to provide, maintain, improve, and market the Product.


2.3        Affiliates and Authorized Users. With respect to Affiliates and Authorized Users that Buyer allows to use the Product: (a) Buyer remains responsible for all obligations hereunder arising in connection with such Affiliate’s or Authorized User’s use of the Product; and (b) Buyer agrees to be directly liable for any act or omission by such Affiliate or Authorized User to the same degree as if the act or omission were performed by Buyer such that a breach by an Affiliate or an Authorized User of the provisions of this Agreement will be deemed to be a breach by Buyer. The performance of any act or omission under this Agreement by an Affiliate or an Authorized User for, by, or through Buyer will be deemed the act or omission of Buyer.


2.4       Restrictions. Buyer and Authorized Users may not use the Product unless Buyer and Authorized Users are eighteen (18) years old or the age of majority in the applicable country of residence. Except as specifically provided in this Agreement, Buyer, Affiliates, and any Authorized Users of the Product, in whole or in part, may not: (a) copy the Product, in whole or in part; (b) distribute copies of the Product, in whole or in part, to any third party; (c) modify, adapt, translate, make alterations to, or make derivative works based on the Product or any part thereof; (d) except as permitted by law, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code, algorithms, or the underlying structure of the Product, including the harvesting of any information or data from the Product except as permitted hereunder; (e) use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to any part of the Product to third parties; (f) use the Product to act as a consultant, service bureau, or application service provider; (g) engage in any activity in connection with the Product that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of Buyer’s identity or persona, invasive of a third party’s privacy, or otherwise objectionable to Licensor; (h) interfere with the proper operation of or any security measure used by the Product or Licensor; (i) infringe any intellectual property or other right of any third party; (j) use the Product in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to Buyer; and (k) otherwise violate the Agreement. Any unauthorized use of the Product is prohibited. Buyer hereby agrees to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to Buyer and/or Authorized User’s use of the Product.


2.5        Open Source Software. Product may contain or be provided with Open Source Software. If Buyer's use of the Product subjects Buyer to the terms of any license governing the use of Open Source Software, then information identifying such Open Source Software and the applicable license shall be incorporated or referenced in the Product listing or Documentation. The terms of this Agreement apply to Open Source Software (i) to the extent not prohibited by the license to which the Open Source Software is subject, including without limitation, warranties and indemnification, (ii) and except to the extent required by the license to which the Open Source Software is subject, in which case the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including without limitation, any provisions governing attribution, access to source code, modification and reverse-engineering.


2.6         Feedback. Buyer may, at its option, provide suggestions, ideas, enhancement requests, recommendations or feedback regarding the Product or Support Services ("Feedback"), provided however, that Feedback does not include any proprietary rights of Buyer or Buyer's Affiliates or any Buyer Data. Licensor may use and incorporate Feedback in Licensor's products and services without compensation or accounting to Buyer, provided that neither Licensor nor its use of the Feedback identifies Buyer as the source of such Feedback. Feedback is not confidential to Buyer. Buyer will have no obligation to provide Feedback, and all Feedback is provided by Buyer "as is" and without warranty of any kind.


2.7 You may not use the Solar Materials or any output or results of the Solar Materials to improve any other language model.


3.        Services.


3.1        Availability. Licensor may suspend or terminate the availability of the Product, in whole or in part, to any individual user or all users, for any reason, in Licensor's sole discretion, and without advance notice or liability. Upon suspension or termination of Buyer's access to the Product, or upon notice from Licensor, all rights granted to Buyer under the Agreement will cease immediately, and Buyer agrees that Buyer will immediately discontinue use of the Product. 


3.2        Support Services. Licensor will make available to Buyer Documentation concerning the use and operation of the Product, and Licensor will provide Support Services to Buyer as described, incorporated or referenced in the Product listing.


3.3         Accounts. Buyer and Authorized Users may be given an opportunity to create an account for the Product. If Buyer registers an account, Buyer agrees to: (i) provide true, accurate, current, and complete information; (ii) maintain and update the information to keep it true, accurate, current, and complete; (iii) protect and prevent unauthorized access to Buyer's account; (iv) not transfer or share account details with any third party; and (v) immediately notify Licensor of any suspected or actual unauthorized use of Buyer's account or breach of security. Buyer understand and agrees that Buyer is solely responsible for all activities that occur under Buyer's account, whether or not Buyer authorized the activity, and Licensor is not liable for any loss or damage to Buyer, Authorized User, Affiliates, or any third party arising from Buyer's failure to comply with any of the foregoing obligations.  


4.        Warranties.


4.1        Compliance with Laws. Buyer represents and warrants that Buyer's use of the Product and Outputs will comply with, and shall ensure that Authorized Users and Affiliates, all applicable international, national, state and local laws, ordinances, rules, regulations and orders, as amended from time to time.


4.2        Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT AND RESULTING OUTPUTS ARE PROVIDED TO BUYER ON AN "AS-IS" BASIS, AND LICENSOR DOES NOT MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE  PRODUCT, INPUTS, AND OUTPUT, AND LICENSOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Licensor does not warrant: (a) that the Product and/or Outputs will meet Buyer's requirements; or (b) that the operation of the Product will be uninterrupted or error free.


5.        Confidentiality.


5.1        Confidential Information. Buyer may be given access to certain Confidential Information of Licensor, Licensor's subsidiaries, affiliates, or other third parties. "Confidential Information" means any nonpublic information directly or indirectly disclosed by Licensor to Buyer or accessible to Buyer through the Product that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, including without limitation technical data, trade secrets, know-how, research, inventions, processes, designs, drawings, strategic roadmaps, product plans, product designs and architecture, security information, marketing plans, pricing and cost information, marketing and promotional activities, business plans, customer and supplier information, employee and end-user information, business and marketing plans, and business processes, and other technical, financial or business information, and any third party information that Licensor is required to maintain as confidential. Confidential Information will not, however, include any information which: (a) was publicly known or made generally available to the public prior to the time of disclosure; (b) becomes publicly known or made generally available after disclosure through no fault of Buyer (c) is in the possession of Buyer, without restriction as to use or disclosure, at the time of disclosure by Licensor; (d) was lawfully received, without restriction as to use or disclosure, from a third party (who does not have an obligation of confidentiality or restriction on use itself); or (e) is developed by Buyer independently from this Agreement and without use of or reference to Licensor's Confidential Information. 


5.2        Obligations. Buyer will maintain as confidential and will avoid disclosure and unauthorized use of Confidential Information of Licensor using reasonable precautions. Buyer will also implement and maintain reasonable and appropriate security measures to secure and protect Buyer's access and use of the Product. Buyer will promptly notify the Licensor if Buyer becomes aware of or reasonable suspects any unauthorized use or disclosure of such Confidential Information or unauthorized access, and reasonably cooperate with Licensor to limit disclosure.


5.3        Compelled Disclosure. If and to the extent required by law, including regulatory requirements, discovery request, subpoena, court order or governmental action, Buyer may disclose or produce Confidential Information but will give reasonable prior notice (and where prior notice is not permitted by applicable law, notice will be given as soon as Buyer is legally permitted) to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or confidential treatment therefor or other appropriate remedy regarding such disclosure. Disclosure of any Confidential Information pursuant to any legal requirement will not be deemed to render it non-confidential, and the Receiving Party's obligations with respect to Confidential Information of the Disclosing Party will not be changed or lessened by virtue of any such disclosure. Notwithstanding any provisions herein, if Buyer is a government agency or entity, Buyer will comply with all Laws applicable to it with respect to disclosure of public information.


6.        Acceptable Use; Restrictions.


6.1        Buyer will not intentionally use the Product: (a) store, download or transmit infringing or illegal content, or any viruses, "Trojan horses" or other harmful code; (b) engage in phishing, spamming, denial-of-service attacks or fraudulent or illegal activity; (c) interfere with or disrupt the integrity or performance of the Product, component or data contained therein or on Licensor's system or network or circumvent the security features of the Product; or (d) perform penetration testing, vulnerability testing or other security testing on the Product, component or Licensor's systems or networks or otherwise attempt to gain unauthorized access to the Product or Licensor's systems or networks.


6.2        Buyer represents and warrants that Buyer will not use the Product to process personal information or personal data (as those terms are defined under applicable law).




6.3        Buyer Data.


6.3.1        Licensor may use certain usage data and information generated from Buyer's use of the Product (collectively, "Buyer Data") to provide, maintain, and improve the Product, comply with applicable law, and enforce Licensor's policies.


6.3.2        To the extent required by law, Buyer will obtain all necessary consents, authorizations and rights and provide all necessary notices and disclosures in order to provide Buyer Data to Licensor and for Licensor to use Buyer Data in the performance of its obligations in accordance with the terms and condition of this Agreement, including any access or transmission to third parties with whom Buyer shares or permits access to Buyer Data.


7.        Limitations of Liability.


7.1        Disclaimer; General Cap. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE "LICENSOR PARTIES") BE LIABLE TO BUYER, BUYER'S AFFILIATES OR ANY AUTHORIZED USERS FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH (1) THIS AGREEMENT; (2) THE PRODUCT, INPUTS, AND OUTPUTS; AND (3) BUYER'S MISUSE OF THE PRODUCT, INPUTS, OUTPUTS OR ANY CONTENT AVAILABLE ON OR THROUGH THE PRODUCT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO BUYER, THE LIMITATIONS WILL APPLY TO BUYER ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.


7.2        ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE RELEVANT EVENTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE THE RIGHT TO PURSUE ANY DISPUTE, CLAIM OR CONTROVERSY RELATING TO THESE TERMS THAT IS NOT FILED WITHIN ONE YEAR AND ANY RIGHT THE PARTIES MAY HAVE HAD TO PURSUE THAT DISPUTE, CLAIM OR CONTROVERSY IN ANY FORUM IS PERMANENTLY BARRED.




8.        Buyer Indemnity. Buyer will, at its expense, defend, indemnify, and hold harmless the Licensor Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including, reasonable attorney's fees and costs) ("Claims") to the extent arising out of or alleging of any of the following: (a) infringement, misappropriation or violation of any thirty-party rights, including any intellectual property right, publicity, confidentiality, property or privacy right, by the Inputs, Outputs, Buyer Data, Licensor's use thereof as permitted under this Agreement, and Buyer's misuse of the Product in violation of these Terms;  (b) any breach or alleged breach by Buyer of these Terms; (c) Buyer's violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental authorities; (d) Buyer's gross negligence or willful misconduct and (e). Buyer will pay all costs, damages and amounts finally awarded by a court or agreed upon in settlement and any government fines and penalties assessed against or incurred by Licensor in any such Claims.  Buyer will cooperate as fully as reasonably required in the defense of any such claim. Licensor reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Buyer. If applicable law does not allow all or any part of the above indemnification obligation to apply to Buyer, the indemnification obligation will apply to Buyer only to the extent permitted by applicable law.


9.        Arbitration Agreement and Class Action Waiver. 


PLEASE READ THIS SECTION CAREFULLY IT MAY SIGNIFICANTLY AFFECT BUYER'S LEGAL RIGHTS, INCLUDING BUYER'S RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR BUYER'S CLAIMS.  IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.


9.1         Parties' Agreement to Arbitrate. To the fullest extent permitted by applicable law, Licensor and Buyer hereby agree to arbitrate all disputes and claims between the Parties, except Excluded Claims as set forth below (collectively, "Covered Claims"). This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: 
• claims arising out of or relating to any aspect of the relationship between the Parties, whether based in contract, tort, fraud, misrepresentation or any other statutory or common-law legal theory; 
• claims that arose before this or any prior agreement; 
• claims for mental or emotional distress or injury not arising out of physical bodily injury; 
• claims that are currently the subject of purported class action litigation in which Buyer not a member of a certified class; and 
• claims that may arise after the termination of this Agreement.


9.2        Arbitration; Excluded Claims. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. If any provision of this Arbitration Agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced. This Arbitration Agreement shall not require arbitration of the following types of disputes ("Excluded Claims"):
• statutory or common law claims related to intellectual property;
• claims arising from bodily injury;
• any claims that may be brought in a small claims court on an individual basis where the claim is properly within the jurisdiction of such court; or
• a representative action brought on behalf of others under PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA.


9.3        Arbitration Procedure. The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute relating to the Covered Claims will be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in these Terms, the rules set forth in this Terms will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267.  To initiate arbitration, one of the Parties must do the following things:


(1) Write a demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. A copy of a demand for Arbitration can be found at www.jamsadr.com. 


(2) Send three copies of the demand for Arbitration, plus the appropriate filing fee to: the Party's local JAMS office or to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111.


(3) Send one copy of the demand for Arbitration to the other Party.


Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. The arbitration hearing may be by telephone or in-person. Disputes may also be resolved by submission of documents and without in-person or telephonic hearings as provided by the Rules. To the extent necessary, the locale of the hearing will be the county of the consumer's home address or, at the consumer's election, such other locale as mutually agreed to by the parties, or as determined by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, Licensor will pay for Buyer's portion of the arbitration administrative costs (but not Buyer's attorneys' fees). Arbitration under this agreement shall be held under New York law without regard to its conflict of laws provisions. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.


9.4        Authority of Arbitrator. The arbitrator will decide the rights and liabilities, if any, of the Parties, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon the Parties.


9.5        Waiver of Class Actions. TO THE EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS (WHETHER IN COURT OR IN ARBITRATION) AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT PARTICIPATE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING.  THIS MEANS THAT THE PARTIES MAY NOT BRING A CLAIM ON BEHALF OF A CLASS OR GROUP AND MAY NOT BRING A CLAIM ON BEHALF OF ANY OTHER PERSON UNLESS DOING SO AS A PARENT, GUARDIAN, OR WARD OF A MINOR OR IN ANOTHER SIMILAR CAPACITY FOR AN INDIVIDUAL WHO CANNOT OTHERWISE BRING THEIR OWN INDIVIDUAL CLAIM.  THIS ALSO MEANS THAT THE PARTIES MAY NOT PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING BROUGHT BY ANY THIRD PARTY. NOTWITHSTANDING THE FOREGOING, THE PARTIES MAY PARTICIPATE IN A CLASS-WIDE SETTLEMENT.


9.6        Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT EACH PARTY WAIVES THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO A TRIAL BY A JURY. 


9.7        Choice of Law/Forum Selection. These Terms have been made and shall be construed and enforced in accordance with the laws of the State of New York as an agreement wholly performed therein without regard to their conflict of law provisions. For all litigation regarding Excluded Claims and any other controversy or claim for which arbitration is denied, the sole jurisdiction and venue for such litigation will be an appropriate federal or state court located in the County of Cook in the State of New York.


9.8        Opt-Out Procedure. This Arbitration Agreement automatically applies to Buyer's use of the Product. Buyer can opt-out of this Arbitration Agreement within 30 days of Buyer's first use of the Product. If Licensor makes changes to the Arbitration Agreement, Buyer may opt-out of those changes within 30 days of Licensor posting the updated Arbitration Agreement, provided that such opt-out will only apply to the changes and is not an opt-out of arbitration altogether. To opt-out, Buyer will email Licensor at solar@upstage.ai within the 30 day timeframe with the following information: (i) Buyer's full legal name, (ii) Buyer's complete mailing address, (iii) Buyer's phone number, (iv) if applicable, the username or email address associated with any potential account or newsletter; and (v) the approximate date of Buyer's initial use of the Product. Such an opt-out email must be sent by Buyer personally, and not by Buyer's agent, attorney, or anyone else purporting to act on Buyer's behalf. It must include a statement, personally signed by Buyer, that Buyer wishes to opt-out to the Arbitration Agreement. 


10.        Changes to Terms. Licensor reserves the right, at any time in Licensor's sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. Buyer agrees that Licensor may notify Buyer of any updated Terms and any applicable Additional Terms by posting them through the Product, making these Terms accessible via a link from the home page, and/or to send Buyer an e-mail to the last e-mail address provided to Licensor. All such changes are effective immediately when Licensor posts them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If Buyer objects to any such changes, Buyer's sole recourse is to cease using the Product.


11.        General.


11.1        Applicable Law. This Agreement will be governed and interpreted under the laws of the State of New York, excluding its principles of conflict of laws. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.


11.2        Assignment. Buyer may not assign or transfer this Agreement or any rights or delegate any duties herein without the prior written consent of Licensor, which will not be reasonably withheld, delayed or conditioned. Notwithstanding the foregoing, and without gaining the other Party's written consent, Licensor may assign this Agreement, in its entirety, and delegate its obligations to its Affiliates or to any entity acquiring all or substantially all of its assets, whether by sale of assets, sale of stock, merger or otherwise and Buyer may assign this Agreement, in its entirety, to any Affiliates or entity acquiring all or substantially all of its assets related to Buyer's account or the Buyer's entire business, whether by sale of assets, sale of stock, merger or otherwise. Any attempted assignment, transfer or delegation in contravention of this Section will be null and void. This Agreement will inure to the benefit of the Parties hereto and their permitted successors and assigns.


11.3        Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and there are no other representations, understandings or agreements between the Parties relating to the subject matter hereof. This Agreement is solely between Buyer and Licensor. The terms and conditions of this Agreement will not be changed, amended, modified or waived unless such change, amendment, modification or waiver is in writing and signed by authorized representatives of the Parties. NEITHER PARTY WILL BE BOUND BY, AND EACH SPECIFICALLY OBJECTS TO, ANY PROVISION THAT IS DIFFERENT FROM OR IN ADDITION TO THIS AGREEMENT (WHETHER PROFFERED ORALLY OR IN ANY QUOTATION, PURCHASE ORDER, INVOICE, SHIPPING DOCUMENT, ONLINE TERMS AND CONDITIONS, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE, OR OTHERWISE), UNLESS SUCH PROVISION IS SPECIFICALLY AGREED TO IN A WRITING SIGNED BY BOTH PARTIES.


11.4        Export Laws. Each Party will comply with all applicable customs and export control laws and regulations of the United States and/or such other country, in the case of Buyer, where Buyer, Buyer's Affiliates, or its Authorized Users use the Product, and in the case of Licensor, where Licensor provides the Product. Neither Party will export, re-export, ship, or otherwise transfer the Product or Buyer Data to any country subject to an embargo or other sanction by the United States or other applicable jurisdiction. Licensor makes no representation that the Product is appropriate or available for use beyond the United States. 


11.5        No Third-Party Beneficiaries. Except as set forth herein, nothing express or implied in this Agreement is intended to confer, nor will anything herein confer, upon any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations or liabilities whatsoever.


11.6        Notices. To be effective, notice under this Agreement must be given to the addresses provided in the "Contact Us" section below. Each Party consents to receiving electronic communications and notifications from the other Party in connection with this Agreement. Each Party agrees that it may receive notices from the other Party regarding this Agreement: (a) by email to the email address designated by such Party; (b) by personal delivery; (c) by registered or certified mail, return receipt requested; or (d) by nationally recognized courier service. Notice will be deemed given upon written verification of receipt.11.10        Nonwaiver. Any failure or delay by either Party to exercise or partially exercise any right, power or privilege under this Agreement will not be deemed a waiver of any such right, power or privilege under this Agreement. No waiver by either Party of a breach of any term, provision or condition of this Agreement by the other Party will constitute a waiver of any succeeding breach of the same or any other provision hereof. No such waiver will be valid unless executed in writing by the Party making the waiver.


11.7        Severability. If any term or condition of this Agreement is to any extent held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby, and each term and condition will be valid and enforceable to the fullest extent permitted by law.


11.8         Contact Us. For any questions, please contact Licensor at:


By email:        aws-upstage-us-marketplace@upstage.ai


By mail:        Upstage. Co., Ltd.
                Attn:  Upstage Marketplace Team
                A-815, 338, Gwanggyojungang-ro, Suji-gu, Yongin-si, Gyeonggi-do, Republic of Korea


12.         California Consumer Rights and Notices. Residents of California are entitled to the following specific consumer rights information: Buyer may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.