Client Terms of Service

Last Updated: May 25, 2026

By signing an Order Form or accessing Xplarion Inc.'s services, you confirm that you have read, understand, and accept this Agreement. The current version is available at xplarion.com/legal/client-terms-of-service and is updated as needed. "You," "your," and "Client" refer to the person or legal entity accessing the Services, or the company on whose behalf they act.

This Agreement governs the enterprise services described herein. Separate terms govern Xplarion's publicly available website and applications.

1. Terminology

Acceptable Use Policy: Rules and policies governing Platform and Xplarion Content use, available at xplarion.com/legal/acceptable-use-policy.

Affiliate: A person or entity owning, owned by, or under common control with a Party, where "control" means owning more than 50% equity interest or ability to direct management.

Aggregated Data: Data, information, and materials derived from Client Content and service access or use, processed or combined to produce generalized, non-identifiable information.

Agreement: Collectively, this document, the Order Form, any appendices, the Acceptable Use Policy, Copyright & IP Infringement Policy, and Privacy Policy.

Order Form: A document executed by the Parties describing the scope of work, applicable Services, Deliverables, fees, and other agreed matters.

Authorized Users: Individuals authorized by Client to access and use the Xplarion Platform and Products.

Client Geological Materials: Geological data, maps, geochemical and geophysical datasets, drill logs, imagery, reports, and other materials supplied by Client for use on the Platform or incorporation into Deliverables.

Client Content: All information and data provided or made available to Xplarion by Client or on their behalf for Platform use or Deliverables incorporation, including Client Geological Materials.

Client Information: Information and data submitted by or for Client to Xplarion for account creation and service management.

Copyright & IP Infringement Policy: Rules governing treatment of copyrighted materials, available at xplarion.com/legal/copyright-ip-infringement-policy.

Deliverables: Items identified as deliverable in an Order Form, including prospectivity models, analytical reports, maps, and other digital content created using Xplarion Products.

Exploration Area: The geographic area described in the Order Form, including all lands and project sites for which Services are being performed.

Party: Either Client or Xplarion. "Parties" means both collectively.

Personal Information: Information about an identifiable individual.

Platform: Xplarion's proprietary web and mobile platform where Xplarion Products are accessible.

Privacy Policy: Xplarion's rules for handling Personal Information, available at xplarion.com/legal/privacy-policy.

Project Fee: The fee for content development or analytical Services as set in the Order Form.

Representatives: As to any person, that person's Affiliates and their respective directors, officers, employees, contractors, subcontractors, and consultants.

Services: AI-driven mineral prospectivity modeling, geological data management, drill targeting analytics, data hosting, project management, and other services set forth in an Order Form.

Subscription Fee: Monthly or annual fees for Platform access as set in the Order Form.

Taxes: All taxes, assessments, charges, fees, and levies on the sale or license of goods or services, including sales, use, value-added, and excise taxes imposed by governmental authorities.

User Terms of Service: Rules governing Platform and Services use, available at xplarion.com/legal/user-terms-of-service.

Xplarion Analytics: Xplarion's suite of AI-driven mineral prospectivity mapping, drill targeting, and geospatial analysis tools.

Xplarion Content: All digital content supplied by Xplarion, including Deliverables, Platform elements (excluding Client Geological Materials), data outputs, and AI model outputs.

Xplarion Editor: Xplarion's proprietary data management interface enabling Authorized Users and Xplarion to manage, visualize, and publish Client Content and Xplarion Content.

Xplarion IP: The Platform, Xplarion Products, Xplarion Content, and all AI models, algorithms, data, processes, methods, software, code, Aggregated Data, and know-how created, owned, or licensed by Xplarion, whether copyrightable or patentable, pre-existing or created during service performance. Excludes Client Content and Client Information.

Xplarion Presentations: Virtual presentations or investor briefings created by Client or Representatives via the Platform.

Xplarion Products: Xplarion Analytics, Xplarion Editor, Xplarion Reports, Xplarion Presentations, and any other product or service Xplarion may make available at its sole discretion.

Xplarion Reports: An interactive data presentation and reporting tool powered by Xplarion.

2. Services

2.1 Services

Xplarion will provide the Services selected by Client and listed in the Order Form. The Platform is hosted using a public cloud services provider with commercially reasonable efforts to maintain service availability and performance. Clients acknowledge potential usage limits communicated from time to time, and Xplarion may work with Client to reduce usage to conform to such limits.

2.2 Client Support

Xplarion provides reasonable hosting and platform support during normal business hours in response to Client requests submitted to their designated client success manager.

2.3 Updates

Xplarion may change the Platform, including by adding or removing features, at any time for any reason, with or without notice.

2.4 Non-Exclusivity

The rights granted are non-exclusive. This Agreement does not prohibit or restrict Xplarion's right to license, sell, or make Xplarion Products available to any third party or to perform services for competitors of Client.

3. Deliverables

3.1 Deliverables

Xplarion will provide the Deliverables set out in the Order Form during the Agreement Term.

3.2 Cooperation

To enable delivery of Deliverables, Client must: (i) make Representatives reasonably available at requested times; (ii) allocate sufficient resources and deliver materials including Client Content enabling Xplarion performance; (iii) respond promptly to service-related inquiries; (iv) provide complete, accurate, and timely data and information; and (v) provide access to data systems or project areas as reasonably necessary. Non-compliance may result in delays for which Xplarion bears no responsibility.

3.3 Data and Recordings

Client grants Xplarion and its Representatives permission to access, process, analyze, model, and create derivative works from Client Geological Materials for Deliverables development. All outputs created from such materials constitute Xplarion Content usable per this Agreement. Client waives any royalties or compensation rights beyond the fees specified in the Order Form. Client agrees to obtain necessary licenses and certifications for any data provided to Xplarion.

3.4 Schedule

Xplarion uses commercially reasonable efforts to deliver Deliverables per communicated written schedules. Xplarion may reschedule without liability where delays are caused by factors beyond its control. Where Services are delayed due to Client-attributable reasons, Xplarion has no obligation to meet original deadlines.

3.5 Scope Changes

Client may request changes in Services scope ("Change Request"). Within ten working days, Xplarion will evaluate and either implement the changes or submit a written Change Order indicating the impact on fees and Deliverables. Written Client acceptance incorporates the Change Order into the Agreement. Non-acceptance leaves the Order Form unchanged.

3.6 Data Processing Revisions

Xplarion is not obligated to revise completed analyses or Deliverables at Client request unless specified in an Order Form or Change Order. Discretionary revisions, if undertaken, are at Xplarion's discretion and may incur additional fees. Xplarion is not liable for the results of any such revisions.

3.7 Acceptable Use

Client and Authorized Users must use Xplarion Products and Deliverables only as permitted herein and per the Acceptable Use Policy, Copyright & IP Infringement Policy, User Terms of Service, Privacy Policy, and applicable laws. Non-compliance may result in content removal and temporary access suspension without prior notice.

4. Intellectual Property Ownership

4.1 Platform and Xplarion Content

Xplarion and its licensors retain all right, title, and interest in the Platform, all Xplarion IP, and the look and feel of the Xplarion interface. Nothing in this Agreement restricts, impairs, or adversely affects Xplarion's rights in its intellectual property, AI models, data, processes, methodologies, software, or services. All rights, title, and interest not expressly granted are reserved by Xplarion. Xplarion may use Deliverables (in anonymized or aggregate form) to develop and improve the Platform and its AI models.

No person may directly or indirectly use any Xplarion IP for purposes outside this Agreement without prior written consent from Xplarion.

4.2 Client Content and Client Information

Client and its licensors retain all right, title, and interest in all Client Content and Client Information. All rights, title, and interest not expressly granted are reserved by Client.

5. Client Content and Client Information

5.1 Licenses

Client grants Xplarion a worldwide, non-exclusive, perpetual, non-transferable (except per Section 13.3) royalty-free and fully paid-up license to access, use, reproduce, process, model, analyze, format, display, store, archive, and index Client Geological Materials for as long as Client utilizes Xplarion Products.

Client grants Xplarion a limited, worldwide, non-exclusive, non-transferable (except per Section 13.3) royalty-free and fully paid-up license for the Term to: (a) access, use, reproduce, process, model, analyze, display, store, archive, and index Client Content (excluding Client Geological Materials) for providing Platform access and supporting Client's use and improving the Platform; (b) process Client Content for generating Aggregated Data; and (c) use Client Information for providing Platform access and supporting account operation.

5.2 Liability for Client Content

Client is solely responsible for Client Content and Client Information uploaded, published, or otherwise made available via the Platform. Client must ensure all Client Content conforms to the Acceptable Use Policy. Xplarion reserves the right to review, filter, block, or remove Client Content deemed in violation of this Agreement in its sole discretion. Xplarion is not liable for Client Content or Client Information.

5.3 Platform Access

Subject to compliance with this Agreement and the Acceptable Use Policy, Xplarion grants Client a limited, non-exclusive, non-transferable subscription for the Term to access and use the Platform for uploading and managing Client Content and accessing Xplarion Content specified in an Order Form, solely for Client's internal business, communications, and investor or community relations purposes.

5.4 Deliverables Updates

Xplarion may incorporate updates, upgrades, corrections, bug fixes, and improvements to Deliverables. If Client has not provided prior written approval to publish updates, Xplarion will not publish such updates to the public Platform section. Xplarion is not liable for Deliverables updates.

5.5 Xplarion Presentations

Client is responsible for Presentation sessions and all Presentation Content. Client must ensure each Presentation complies with all applicable laws and regulations. If Xplarion requests in writing, Client shall establish procedures to notify each Presentation Participant that the session is not sponsored, endorsed, or administered by Xplarion, and that each Participant unconditionally releases Xplarion from liability associated with the session.

Client acknowledges that: (a) Presentations will not be recorded by Xplarion without prior written consent; (b) without prior written consent, Client may not use the Xplarion name, trademarks, or trade names in connection with Presentation sessions or related materials; and (c) Xplarion is not liable for Presentation Content.

5.6 Securities Law Matters

While Xplarion specifically disclaims responsibility to do so, it may review Client Content from time to time. If in Xplarion's reasonable opinion any Client Content constitutes or could be expected to constitute a misrepresentation under applicable securities laws, Xplarion may refuse to utilize such content in Xplarion Products. Client's obligations under applicable securities laws, including disclosure requirements, rules regarding forward-looking statements, and technical reporting requirements such as NI 43-101, are solely Client's responsibility.

5.7 Electronic Communications

The Services may allow communications between Client and other users. Messages may constitute "commercial electronic messages" under the CAN-SPAM Act and similar applicable legislation. By making such communications, Client represents and warrants that it has all necessary consents and authorizations to send such communications.

6. Fees, Expenses, and Taxes

6.1 Fees

Client will pay Xplarion the Subscription Fee, Project Fee, and such other fees specified in the Order Form. Xplarion may introduce additional packages from time to time. Xplarion reserves the right to increase the Subscription Fee by providing at least 90 days' written notice (which may be by email).

6.2 Expenses

Client will reimburse Xplarion for all Permitted Expenses within 30 days of invoice receipt. In certain circumstances Xplarion may require advance payment. "Permitted Expenses" means all reasonable expenses incurred by Xplarion in performing Services, including travel, meals, and accommodation expenses incurred in connection with project-related activities.

6.3 Deposit

Client will pay any deposit stipulated in the Order Form. Until such deposit is received, Xplarion is not required to begin work. The deposit is applied against subsequently issued invoices.

6.4 Invoices

Xplarion invoices Client in the currency set forth in the Order Form. Unless otherwise stated, all undisputed invoices are payable within 30 days of the invoice date. Disputed amounts do not affect payment of non-disputed amounts.

6.5 Late Payment

Unpaid amounts may accrue late interest at the lower of (a) 12% per year or (b) the maximum rate permitted by applicable law, from the due date until paid. Upon ten days' notice after the due date of any undisputed amount, Xplarion may suspend Platform and Xplarion Content access if invoiced amounts have not been received in full.

6.6 Taxes

Client is responsible for all Taxes associated with Platform subscription and receipt or use of Services or Deliverables. If Xplarion has a legal obligation to collect Taxes, the appropriate amount will be invoiced to Client, unless Client provides a valid tax exemption certificate.

6.7 Withholdings

All payments shall be made free of and without deduction for Taxes. If Client is required to deduct Taxes, the sum payable shall be increased so that Xplarion receives the amount it would have received without such deduction.

7. Confidential and Personal Information and Security

7.1 Confidential Information

Xplarion's Confidential Information may include non-public information about pricing, personnel, partnerships, product roadmap, security documentation, or other identified confidential information. Client's Confidential Information may include non-public information about the Exploration Area, policies, personnel, or plans and strategies. Each recipient will protect the discloser's Confidential Information with at least the same care used for its own like-kind Confidential Information (but no less than reasonable care) and will not use Confidential Information outside the scope of this Agreement.

Information will not be considered Confidential Information if: (i) it was lawfully in the recipient's possession before receipt from the discloser; (ii) it is provided by a third party without breaching any obligations; (iii) it becomes generally available to the public through no fault of the recipient; or (iv) it was independently developed by the recipient without reference to the Confidential Information.

7.2 Personal Information

The Parties will use commercially reasonable efforts to avoid disclosure of Personal Information by Client to Xplarion. If Client discloses Personal Information, Client is the owner and controller and Xplarion is a data processor acting on Client's behalf. Xplarion will promptly report any requests received from individuals for access to or correction of Personal Information. When Personal Information is no longer required, Xplarion will delete it at Client's request, subject to applicable law. Client warrants that all Personal Information disclosed has been collected in accordance with applicable privacy laws.

7.3 Security Requirements

Xplarion will use commercially reasonable efforts to implement technical and organizational security measures consistent with industry standards. However, Xplarion cannot guarantee that unauthorized third parties will never defeat such measures, and expressly denies responsibility for damages resulting from unauthorized access to or alteration or disclosure of Client Content or Client Information. For more information, see our Security page.

8. Restrictive Covenants

8.1 Non-Solicitation

During the Term and for three years thereafter, Client will not directly or indirectly: (a) hire or engage any Xplarion Representatives (other than subcontractors), or solicit or encourage any of them to terminate their employment or contract with Xplarion; or (b) provide information concerning such persons to any recruiter or prospective employer, in each case without prior written Xplarion permission.

8.2 Reasonableness

Client agrees that: (a) the restrictions in Section 8.1 are reasonable and valid; (b) each restriction is a separate and severable covenant; and (c) monetary damages for any breach would be inadequate, and Xplarion is entitled to seek injunctive relief without proving actual monetary damage.

9. Term and Termination

9.1 Term

This Agreement commences on the first day of the initial term set forth on Client's first Order Form and continues until: (a) expiration of all applicable Order Forms (including renewals unless notice of non-renewal is provided per Section 9.2); or (b) termination in accordance with its terms (the "Term").

9.2 Order Form Terms

Each Order Form commences on its stated start date and continues for the specified term, defaulting to one year if not specified. All Order Forms automatically renew for subsequent one-year periods unless either party gives written notice of non-renewal at least 60 days prior to the end of the then-current term. Client may terminate an Order Form at any time by giving 60 days' written notice, provided Client pays all amounts due plus any Subscription Fees that would have become payable during the then-current Term (the "Termination Fee"). The Termination Fee constitutes liquidated damages and not a penalty.

9.3 Termination by Xplarion

Xplarion may terminate this Agreement by providing Client with 90 days' prior written notice.

9.4 Termination for Cause

Either Party may terminate this Agreement: (a) immediately if the other party fails to cure a material breach within 30 days of receiving written notice; or (b) immediately if the other Party becomes subject to bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors. Xplarion may immediately terminate this Agreement if Client or any of Client's directors or officers are formally accused of conduct that, in Xplarion's good faith determination, materially harms Xplarion's reputation.

9.5 Suspension

Without prior notice, Xplarion may suspend Platform access and disable or erase Client Content from the Platform if Client fails to pay fees when due or for any material breach of this Agreement.

9.6 Effects of Termination

Upon termination: (a) all Order Forms automatically terminate; (b) Client will immediately cease all Platform access and all licenses terminate; (c) Client will immediately remove any Xplarion Content from Client's website and disable any links to the Platform; (d) Client will pay all unpaid Xplarion amounts. Termination does not relieve Client of obligations accrued prior to the termination date.

9.7 Survival

Provisions which by their terms or nature are intended to survive termination will survive expiration or termination of this Agreement, including Articles 4, 6, 7, 8, 11, 12, and 13, and Sections 9.6 and 10.4.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each Party represents and warrants that: (a) it has the power and authority to enter into this Agreement and perform its obligations; and (b) it will perform its obligations in compliance with all applicable laws.

10.2 Client Warranties

Client warrants that: (a) it has all right, title, and interest in Client Content and Client Information and has obtained written waivers of all moral rights from any individual who may be an author or creator; and (b) no part of the Client Content or Client Information, or any use thereof by Xplarion in accordance with this Agreement, will infringe the intellectual property or other rights of any person.

10.3 Xplarion Warranties

Xplarion warrants that the Services will be performed in a professional manner in accordance with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy and Xplarion's entire liability will be re-performance of the applicable Services. If Xplarion is unable to re-perform, Client's exclusive remedy will be recovery of Project Fees paid for the deficient Services. Client must make any claim under this warranty within 30 days of the relevant Services performance.

10.4 Disclaimers

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, XPLARION EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT. XPLARION DOES NOT WARRANT THAT THE PLATFORM, XPLARION CONTENT, XPLARION PRODUCTS, DELIVERABLES, OR SERVICES WILL MEET CLIENT'S REQUIREMENTS OR WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, RELIABLE, COMPLETE, OR ERROR-FREE, OR THAT ANY PARTICULAR RESULT, FINDING, OR DISCOVERY WILL BE OBTAINED. THE PLATFORM, XPLARION CONTENT, XPLARION PRODUCTS, DELIVERABLES, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

XPLARION DISCLAIMS ALL RESPONSIBILITY OR LIABILITY IN RELATION TO CONTENT MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING CLIENT CONTENT AND ANY THIRD-PARTY DATA. XPLARION IS NOT RESPONSIBLE FOR THE TIMING, ACCURACY, OR RELIABILITY OF CONTENT MADE AVAILABLE THROUGH THE PLATFORM. YOU SHOULD APPLY YOUR OWN JUDGMENT IN MAKING ANY USE OF CONTENT, INCLUDING USE AS A BASIS FOR ANY CONCLUSIONS. THIS DISCLAIMER EXTENDS TO ANY OBLIGATIONS UNDER APPLICABLE SECURITIES LAWS, NI 43-101, SEC REPORTING REQUIREMENTS, AND APPLICABLE STOCK EXCHANGE RULES, ALL OF WHICH ARE SOLELY CLIENT'S RESPONSIBILITY.

11. Indemnification

11.1 Indemnification by Xplarion

Subject to Client's compliance with Section 11.3, Xplarion will defend, hold harmless, and indemnify Client, Client's Affiliates, and Client's Representatives from and against third-party claims, losses, damages, penalties, liability, and costs, including legal fees, arising from infringement of a third party's patent, copyright, trademark, or other intellectual property right arising from Client's authorized use of the Platform. Xplarion is not liable for any claim arising from: (a) modification of the Platform by or at Client's direction; (b) use of the Platform in violation of this Agreement or applicable law; (c) use of the Platform after notice to discontinue due to an infringement claim; (d) combination of the Platform with software not provided by Xplarion; (e) use inconsistent with intended use; or (f) Client Content or third-party data accessed through the Platform.

11.2 Indemnification by Client

Client will defend, indemnify, and hold harmless Xplarion, its Affiliates, and Representatives from and against all claims, losses, damages, penalties, liability, and costs, including reasonable legal fees, arising from: (a) Client Content or Client Information infringing intellectual property rights, privacy rights, securities law obligations, or other rights of a third party; (b) Client Content or Client Information, including failure to verify data; (c) any Presentation sessions; (d) any visit by Xplarion or Representatives to an Exploration Area; or (e) Client's breach of its obligations, representations, or warranties in this Agreement.

11.3 Indemnification Procedure

The indemnified party must: (a) give prompt written notice of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided no settlement releases the indemnified party without its prior written consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

12. Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT WILL XPLARION'S AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS OF ANY KIND, INCLUDING CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR OTHERWISE, EXCEED THE PROJECT FEES AND SUBSCRIPTION FEES PAID BY CLIENT DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL XPLARION OR ITS REPRESENTATIVES OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES ARISING FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR ANY ASPECT OF THIS AGREEMENT.

Nothing in this Agreement excludes or restricts the liability of Xplarion for: (i) death or personal injury caused by Xplarion's negligence; (ii) willful misconduct of Xplarion; or (iii) any liability that cannot be limited or excluded by applicable law.

13. General

13.1 Feedback

Feedback provided by Client, even if designated as confidential, creates no confidentiality obligation for Xplarion. Client grants Xplarion a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use and exploit all Feedback for any purpose.

13.2 Publicity

Client agrees that Xplarion may use Client's name and logo and may disclose that Client is an Xplarion client in Xplarion's marketing, advertising, and promotional materials. Client hereby grants Xplarion a non-exclusive license for the Term to list Client's name and display Client's logo as a client on the Platform. Client will not disclose the existence or terms of this Agreement or use the Xplarion name, trademark, or logo in any publicity or news release without prior express written Xplarion permission, except as required by law.

13.3 Assignment

Neither Party may assign or transfer any rights or obligations without the prior written consent of the other Party (not to be unreasonably withheld), and any attempted assignment without such consent is void. Notwithstanding the foregoing: (i) Xplarion may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of Xplarion's shares or assets; and (ii) Client may assign this Agreement to any purchaser of the Exploration Area.

13.4 Relationship of the Parties

No agency, partnership, joint venture, or employment relationship is created by this Agreement. Neither Party has authority to bind the other in any respect.

13.5 Force Majeure

A Party will not be liable for failure to perform obligations where such failure results from causes beyond that Party's reasonable control, including natural disasters, infrastructure failures, cyberattacks, acts of God, acts of war, terrorism, riots, labor disruptions, or governmental orders or restrictions.

13.6 Amendment

Xplarion may change any part of this Agreement by posting revised terms on the Xplarion website. Within two days after posting, Xplarion will notify Client by email. The updated Agreement is effective on the fifth business day after posting, or on such later date as may be specified. Client's continued use of the Services after changes are effective constitutes consent. Any other amendment requires a signed Order Form or written agreement by both Parties.

13.7 Severability

If any part of this Agreement is found to be invalid or unenforceable, the rest will continue to apply with the minimum changes required to remove the invalid part.

13.8 Notices

Xplarion may give operational notices by placing a banner in the Xplarion Editor or on the website, or by contacting Client through account information provided. For non-operational matters, Xplarion will send notices by email to the address Client has provided. Client notices to Xplarion under this Agreement must be sent by email to info@xplarion.com, Attention: Legal, or by registered mail to Xplarion Inc., Golden, CO 80401.

13.9 Waivers

Each Party's rights may be waived only in writing. No failure to exercise, and no delay in exercising, any right or remedy constitutes a waiver.

13.10 Remedies

Unless otherwise stated, each Party's remedies under this Agreement are not exclusive of any other remedies at law or otherwise.

13.11 Governing Law and Dispute Resolution

The laws of the State of Colorado and applicable federal law of the United States will govern any dispute, cause of action, or claim arising out of this Agreement or Client's use of Xplarion's Services, without giving effect to conflict-of-law principles.

All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The place of arbitration shall be Denver, Colorado. The award of the arbitrator will be final and binding, and any judgment on the award may be entered in any court of competent jurisdiction. The Parties agree not to appeal any arbitration decision to any court.

Notwithstanding the foregoing, if Client breaches this Agreement or violates Xplarion's rights, Xplarion may seek injunctive relief in any court of competent jurisdiction to prevent breaches or specifically enforce the terms of this Agreement. Client will reimburse Xplarion for reasonable legal fees associated therewith.

Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. Xplarion and Client each waive any right to a trial by jury.

13.12 Export Compliance

Client will not use or access Xplarion's Services if Client is located in any jurisdiction where such access is prohibited under U.S. or other applicable law. Client confirms that it is not named on any U.S. government list of prohibited persons or entities; is not a national of or company registered in a prohibited jurisdiction; will not permit Authorized Users to access the Services in violation of any export embargoes or restrictions; and will comply with all applicable laws regarding data transmission.

13.13 Entire Agreement

This Agreement, the Acceptable Use Policy, the Copyright & IP Infringement Policy, the Privacy Policy, and the Order Form constitute the entire agreement between the Parties with respect to the subject matter. Prior understandings, statements, and agreements do not apply. In the event of a conflict between this Agreement's body terms and any Order Form, the Order Form terms shall prevail.