Last updated September 18, 2023

AGREEMENT TO OUR LEGAL TERMS We are Elysian ("Company," "we," "us," "our"), a company registered in Texas.

We operate the website http://ElysianAI.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at legal@ElysianAI.com

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Elysian, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Legal Terms prior to you using the Services.

We recommend that you print a copy of these Legal Terms for your records.

1. OUR SERVICES The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.

Your use of our Services Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to: access the Services; and download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use or internal business purpose. Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: legal@ElysianAI.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services. Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.

You understand that Contributions may be viewable by other users of the Services. When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royaltyfree, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.

This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you: confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading; to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution; warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the abovementioned rights in relation to your Submissions and/or Contributions; and warrant and represent that your Submissions and/or Contributions do not constitute confidential information.

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.

3. USER REPRESENTATIONS By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. USER REGISTRATION You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. PURCHASES AND PAYMENT We accept the following forms of payment: - Visa - Mastercard - American Express - Discover - PayPal You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

6. POLICY All sales are final and no refund will be issued.

7. PROHIBITED ACTIVITIES You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to: Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services. Use any information obtained from the Services in order to harass, abuse, or harm another person. Make improper use of our support services or submit false reports of abuse or misconduct. Use the Services in a manner inconsistent with any applicable laws or regulations. Engage in unauthorized framing of or linking to the Services. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. Delete the copyright or other proprietary rights notice from any Content. Attempt to impersonate another user or person or use the username of another user. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms"). Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services. Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software. Use a buying agent or purchasing agent to make purchases on the Services. Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise. Sell or otherwise transfer your profile.

8. USER GENERATED CONTRIBUTIONS The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and nonproprietary. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.

You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms. Your Contributions are not false, inaccurate, or misleading. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people. Your Contributions do not violate any applicable law, regulation, or rule. Your Contributions do not violate the privacy or publicity rights of any third party. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation. Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

9. CONTRIBUTION LICENSE By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

10. SOCIAL MEDIA As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a "ThirdParty Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRDPARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

11. ADVERTISERS We allow advertisers to display their advertisements and other information in certain areas of the Services, such as sidebar advertisements or banner advertisements. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

12. SERVICES MANAGEMENT We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

13. PRIVACY POLICY We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

14. TERM AND TERMINATION These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

15. MODIFICATIONS AND INTERRUPTIONS We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

16. GOVERNING LAW These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas, without regard to its conflict of law principles.

17. DISPUTE RESOLUTION Informal Negotiations To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least sixty (60) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Collin, Texas. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Collin, Texas, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms. In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

18. CORRECTIONS There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

19. DISCLAIMER THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

20. LIMITATIONS OF LIABILITY IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWO (2) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

21. INDEMNIFICATION You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

22. USER DATA We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

24. CALIFORNIA USERS AND RESIDENTS If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

25. MISCELLANEOUS These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

26. CONTACT US In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: legal@ElysianAI.com

27. VOICE CLONING AND OTHER

The content you upload / generate and your intellectual property To avoid any doubt, we claim no Intellectual Property Rights over the Files you Upload or the Content you Generate, or that is generated using our Services, including the recordings of your own voice, and we will not use the Files you Upload to independently generate any content outside of the Elysian platform. We will also not use any of your Generated Content without your permission for purposes other than listed in 'License and your Intellectual Property" section below.

We will use the Content you Upload to perform our Services and we may use this content to improve our Services and models. We store and process your Files with security measures in place to prevent unauthorized users from having access to them. The Files you Upload are processed automatically and they can be deleted at your request but they cannot be returned to you (we do not offer a data storage service).

Due to the nature of machine learning, the content you generate using our Services may not be unique across users and the Services may generate the same or similar output for Elysian or a third party. For example, you may provide input to a model such as "Hello, my name is Bob." and receive audio output of these words spoken. Other users may input similar text and voice and receive the same response. Responses that are requested by and generated for other users are not considered your Content.

Necessary consents and legal authorizations By Uploading Files to our Services, you confirm that you are either the owner of these Files or that you have the necessary rights and permissions to use these Files. You can only Upload files if you tick a checkbox confirming this.

For example, if you upload somebody's voice recording to our Services, you confirm that you have permission from the voice owner to clone and synthesize their voice. Only you are responsible for securing these rights and permissions.

Intellectual Property Rights Infringements Among other Services, we provide a Voice Cloning Service that allows you to use our technology to synthesize voice recordings that sound like a Speaker by typing new words ("Cloned Voice"). A "Speaker" is a person (including you) who has given the necessary licenses, rights, consents, releases and permissions to use recordings of their voice to train the Cloning AI and to synthesize and otherwise use their voice for the purposes of synthesizing speech.

To avoid any doubt, by Uploading Files to our Services, you confirm that: You are the creator and owner of the Uploaded Files or you have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us to use your Uploaded Files in any manner contemplated by our Services, including for the purposes of Voice Cloning, and these terms. You have the written consent, release, and/or permission of each and every identifiable individual person in your Uploaded Files to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Uploaded Files in any manner contemplated by our Services, including for purposes of Voice Cloning, and these terms.

You are solely responsible for Content Generated using Uploaded Files you do not own or do not have permission to use.

US Specific If you are a US resident and you believe you can identify material hosted on our Services that infringes upon your Intellectual Property Rights or the rights of a person you represent, please notify us using the contact information provided below. A copy of your notification will be sent to the person who generated the material in question. If you are not sure this material is hosted on our Services or whether it violates your intellectual property or privacy rights, you should consider contacting an attorney first.

Regarding Copyright specifically, if you believe that any material available on or through the Site infringes upon any Copyright you own or control, please immediately notify us by submitting a takedown notice containing the information below to legal@ElysianAI.com: A physical or electronic signature of a person authorized to act on behalf of the owner of the Copyright; Identification of the Copyrighted work or works claimed to have been infringed; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit us to identify and locate the material; Your contact information, including your name, address, phone number, and/or email address; A statement that you have a good faith belief that the use of the material you have identified is not authorized by the Copyright owner, its agent, or the law; and A statement that this information you have provided is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the Copyrighted work you allege has been infringed.

Prohibited Activities We do not proactively monitor the Content you Upload to our Services. You are responsible for the Files you Upload and generate using our Services. We may be required to take action if we find that the Content you Upload or generated violates the law or these terms.

As a user of our Services, you agree not to use our Services to: violate any national or international law violate the rights of others, or in any way that is illegal, threatening, fraudulent, or harmful, including Generating Content that discriminates against people based on their race, color, national or ethnic origin, religion, age, sex, gender, sexual orientation and/or preference, or physical handicap violate the rights of others, including but not limited to infringing Copyright, right of publicity, right of likeness, and/or any other Intellectual Property Rights, or to defame a third party or cast a third party in false light fraudulently impersonate other people or companies exploit or harm minors harass or threaten any person or to promote violence against a specific person or class of people trick or mislead us or other users, especially in an attempt to learn sensitive account information, for example user passwords disable, interfere with or circumvent security-related features of our Services interfere with, disrupt, or create an undue burden on our Services or the networks or services connected to ours engage in any automated use of the systems (except of our Public API), for example by using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools copy our Services' software, including all code reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law) sell or transfer your profile harass, annoy, intimidate, or threaten any of our employees engaged in providing our Services or assistance to you make improper use of our support Services or submit false reports of abuse or misconduct harm us or our Services in any way.

You agree to indemnify, defend, release, and hold us harmless including our subsidiaries, Affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses from any claims made by any natural person or other third party in connection with the use, processing and storage of the Files you Upload to our Services.

You also agree to accept full legal responsibility for, and pay any and all royalties, penalties, fees, or damages awards resulting from, any claims of intellectual property infringement brought against us by others resulting from the Files and Content you Upload and Generate using our serves that you do not own or are not otherwise authorized to provide to us

We are not liable for any statements or representations in your Uploaded Files and Generated Content. You are solely responsible for the Files you Upload to and Content you Generate using our Service and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Generated Content.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF THE SITE AND/OR OUR SERVICES, INCLUDING THE VOICE CLONING SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF OUR SERVICES, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING EVEN IF ADVISED OF THEIR POSSIBILITY: (1) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, INFORMATION OR SERVICES; (2) ANY LOSS, DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OUR SERVICES, INCLUDING THE VOICE CLONING SERVICE, OR ANY CONTENT (OR INFORMATION) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES; (3) ANY LOSS, DAMAGE OF ANY KIND INCURRED AS A RESULT OF INFRINGEMENT OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF COPYRIGHT AND RIGHT OF PUBLICITY, AS A RESULT OF THE USE OF OUR SERVICES, INCLUDING THE VOICE CLONING SERVICE; (4) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES; (5) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICES, SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (6) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR SERVICES; AND/OR (7) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR SERVICES BY ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

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REVENUE SHARE AND OTHER

1. Background Elysian owns and operates an online platform that allows users to share in the revenue their Avatar produces.

2. Agreement Acceptance & Amendment You accept this Agreement and agree to be bound by its terms by either (a) checking agree to TOS or accept where you're given the option to do so or (b) by using the Elysian Platform, or any part of it. If you don't accept the terms, you are not entitled to use the Elysian Platform.

The terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms in place of the old with a revision date indicated at the top or by sending an email to the email address then registered for your account.

Changes to terms of this Agreement will be effective on the date we post them, unless we otherwise provide at the time we post the changes. You are responsible for checking for updates and your continued use of the Program after we post changes will constitute your acceptance of the changes. If you do not agree to the changes, you must withdraw your Works from further distribution through the Elysian Platform and terminate your use of the Elysian Platform.

3. Term & Termination This Agreement to commence on the effective date and to continue until it is terminated in accordance with the terms of this Agreement ("Term"). Elysian may terminate this Agreement for any reason in our discretion. User is entitled to terminate at any time.

4. Account Eligibility and Registration You represent that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. If you are between 16 and 18, your legal guardian has reviewed and agrees to this Agreement.

You must ensure that all information you provide in connection with establishing your Agreement, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Elysian Platform. You may maintain only one account at a time. If we terminate your account, you will not establish a new account. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide. You also consent to us sending you emails relating to the Agreement and other publishing opportunities from time to time.

You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify Elysian of any unauthorized use of your username, password or account.

5. License Grants User hereby grants to Elysian a worldwide, irrevocable, transferable, perpetual, and sublicensable right ("License") to market, advertise, promote, publish, copy, reproduce, and distribute Works. The rights granted include the right to (a) reproduce, index, and store any Work digitally, including in reformatted, converted, and encoded manner; (b) market, transmit, display, perform, distribute, sell, and otherwise digitally make available all or any portion of the Works through the Elysian Properties, for end users to view, download, access, copy, print, and annotate; and (c) permit end users to "store" any Work that is purchased from Elysian ("Virtual Storage"), and to access and re-download such Work from Virtual Storage at any time after the purchase.

"Elysian Properties" means the Elysian Platform, and any web-site, application or online point of presence, on any platform, (a) that is owned or operated by or under license by Elysian or co-branded with Elysian, or (b) through which any Work or other Elysian products or services are made available for sale, syndicated, or merchandised.

6. Revenue Share "Revenue Share" means a certain set dollar ($ US) amount of the Net Revenue received by Elysian for revenue generated from a specific user account during the Term subject to the minimum requirements and terms and conditions as posted on our website. This amount is subject to change at any time with or without notice. Elysian reserves the right to refuse or not pay a revenue share to any user for any reason.

7. Payment We are solely responsible for processing payments, payment collection, requests for refunds and related customer service, and will have sole ownership and control of all data obtained from customers and prospective customers in connection with the Agreement. Elysian will pay User the applicable revenue share subject to minimuum requirements and terms posted on the revenue share section of our website.

All payments will be made in U.S. dollars and Users are responsible for any payment processing or transaction fees associated with payments.

We can withhold revenue share and offset them against future payments at our discretion. Our exercise of these rights does not limit other rights we may have to withhold or offset revenue share or exercise other remedies.

8. IP Ownership Elysian will own the Elysian Properties, and all assets (including artwork, sound, music, icons, and user interface elements) made by or on behalf of Elysian for the Works, including all intellectual property and proprietary rights therein and thereto (collectively, the "Assets"). These Assets may not be reproduced without our written approval. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us

9. Advertising and Promotion Elysian will have sole discretion in determining all marketing and promotions related to the sale of the Works and may, without limitation, market and promote the Works by making available to prospective customers without charge and by permitting prospective users to see excerpts in marketing materials and search results. Elysian will not owe users any fees for any marketing or promotional efforts. Users acknowledges that Elysian has no obligation to market, distribute, or offer for sale any Works, or to continuing marketing, distributing or selling any Works after they have commenced doing so. Elysian will have the right to use, and to license others to use, User's name, image, likeness and biographical material for advertising, promotion, and other exploitation of the Works and the other rights granted under this Agreement.

10. Confidential Information "Confidential Information" means any proprietary information of Elysian disclosed to Users that is in written, graphic, machine readable, or other tangible form and is indicated or reasonably expected to be as "confidential" or "proprietary". Confidential Information will not include any information that: (a) was publicly known and made generally available prior to the time of disclosure; (b) becomes publicly known and made generally available after disclosure by Elysian through no action or inaction of User; (c) is already in the possession of User at the time of the initial disclosure; (d) is obtained by Users from a third party without a breach of that third party's confidentiality obligations; or (e) is independently developed by User without use of or reference to Elysian's Confidential Information.

Users will: (i) treat as confidential all Confidential Information; (ii) not disclose that Confidential Information to any third party; and (iii) will not use the Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement.

In addition, Users also recognizes and agrees that user has no expectation of privacy with respect to Elysian telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Users activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

11. Representations & Warranties Each party represents and warrants that: (a) the execution and delivery of this Agreement by such party has been duly and validly authorized; (b) this Agreement constitutes a valid, binding, and enforceable obligations of such party; and (c) it will comply with all applicable laws, rules, and regulations in performing under this Agreement.

12. No Third-Party Rights This Agreement and the services contemplated hereunder are personal to Users and User will not have the right or ability to assign or transfer any rights or obligations under this Agreement without Elysian's prior written consent.

13. Tax The payment amounts are tax inclusive and each party will be respectively responsible for its own taxes in accordance with applicable laws. If either party is legally obligated to withhold any taxes (including value added taxes, income taxes, and surcharges) from payments to be made to the other party, such paying party will be entitled to do so and pay the relevant taxes withheld to the relevant tax authority in accordance with the applicable tax regulations. If any tax is withheld by a party, such withholding party will provide the other party receipts or other evidence of such withholding or payment to the appropriate tax authorities.

14. Non-Solicitation Users will not, during the Term and 24 months thereafter, without Elysian's prior written consent, solicit to employ or solicit to engage as an independent contractor or consult, any employee or contractor of Elysian.

15. Indemnification Users will indemnify, defend, and hold harmless Elysian and its affiliates and their respective directors, officers, and employees from and against all losses, damages, liabilities, costs, and expenses, including attorneys' fees and other legal expenses, arising directly or indirectly from or in connection with any third party claim relating to: (a) any breach by Users of the representations or warranties made by Users in this Agreement; (b) any violation or claimed violation of a third party's intellectual property rights by the Works as used in accordance with this Agreement; or (c) Users gross negligence or willful misconduct.

16. Limitation of Liability Except as expressly provided in this Agreement, neither Elysian nor any of its affiliates makes implied representations or warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, quality, or accuracy.

Notwithstanding anything to the contrary contained in this Agreement, Elysian will not, under any circumstances, be liable to Users for consequential, incidental, special, punitive, or exemplary damages arising out of or related to the transaction contemplated hereunder, including lost profits or loss of business.

Under no circumstances will Elysian or any of its affiliate's total liability of all kinds arising out of or related to this Agreement (including warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed $100.

Each provision of this Agreement that provides for a limitation of liability or exclusion of damages is to allocate the risks of this Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement, and each of these provisions will apply even if these provisions fail their essential purpose.

17. Force Majeure Elysian will not be liable to Users for any failure or delay in the performance of its obligations under this Agreement caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions.

18. Miscellaneous This Agreement will be governed and construed in accordance with the laws of Texas, including all matters of construction, validity, and performance, in each case without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.

Except for the right of either party to apply to any court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute, controversy, or claim arising in any way out of or in connection with this Agreement, including the existence, validity, interpretation, performance, breach, or termination of this Agreement, or any dispute regarding pre-contractual or non-contractual rights or obligations arising out of or relating to it will be referred to and finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration in force when the notice of arbitration is submitted ("Rules"). The arbitration tribunal will consist of three arbitrators to be appointed in accordance with the Rules, which Rules are deemed to be incorporated by reference into this section and as may be amended by the rest of this section. The seat of arbitration will be San Francisco or any other place on which the parties agree. Judgment upon the award rendered by the arbitration tribunal may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys' fees and costs incurred in connection with any arbitration or litigation instituted in connection with this Agreement.

Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed as a waiver of the party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party's right to take subsequent action. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce.

No single or partial exercise of any right or remedy will preclude any other or further exercise of any other right or remedy. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to that subject matter.