These Terms of Use (these “Terms”) govern access to and use of the software platform, applications, tools, data, documentation, and related services (collectively, the “Platform”) made available by Aquatic App Inc., a Delaware corporation (“Aquatic”), to the customer identified on an Order Form or, in the absence of an Order Form, the individual or entity accessing or using the Platform (“Customer”). These Terms, together with each Order Form, form a binding agreement between Aquatic and Customer (the “Agreement”). Aquatic and Customer are each a “Party” and together the “Parties.”
1. ACCEPTANCE; ORDER OF PRECEDENCE
1.1Acceptance. Customer accepts these Terms by the earliest of: (a) executing an Order Form that references these Terms; (b) clicking or checking a box indicating acceptance of these Terms; or (c) accessing or using the Platform. The individual accepting these Terms represents and warrants that such individual has authority to bind Customer. If Customer does not agree to these Terms, Customer may not access or use the Platform.
1.2Order of Precedence. If there is a conflict among the documents comprising the Agreement, the following order of precedence applies (the first listed controlling over those that follow): (1) the applicable Order Form; (2) these Terms; and (3) the Documentation. An Order Form may amend these Terms only by expressly identifying the provision amended.
2. DEFINITIONS
2.1“Authorized User” means an employee or individual contractor of Customer whom Customer authorizes to use the Platform within the seat count and scope set forth on the applicable Order Form and to whom access credentials have been issued.
2.2“Customer Content” means data, information, designs, drawings, specifications, project parameters, site information, and other materials submitted to the Platform by or on behalf of Customer or its Authorized Users, excluding Usage Data and Platform Data.
2.3“Documentation” means the usage guides, help materials, and technical documentation for the Platform that Aquatic makes generally available.
2.4“Order Form” means an ordering document entered into between the Parties that references these Terms and identifies the Platform services, subscription term, fees, seat counts, usage allotments, and other transaction-specific terms.
2.5“Outputs” means the reports, hydraulic and other calculations, simulations and simulation results (including flow, water-turnover, and water-age simulations), plumbing and equipment layout diagrams, equipment schedules, code compliance analyses, coordination letters, compliance matrices, permit documentation, and other materials generated by the Platform from or based on Customer Content.
2.6“Platform Data” means data and content made available through the Platform by or on behalf of Aquatic other than Customer Content and Outputs, including equipment and manufacturer catalog data, jurisdiction rule sets, code references, and related reference data.
2.7“Subscription Term” means the Initial Term and each Renewal Term (each as defined on the applicable Order Form), or, if the Order Form uses different terminology, the subscription period stated on the Order Form.
2.8“Usage Data” means technical logs, telemetry, metadata, and other data relating to the access, use, performance, and operation of the Platform, together with data derived from Customer Content or Outputs that has been de-identified and aggregated as described in Section 7.4.
3. THE PLATFORM; ACCESS
3.1Access Grant. Subject to the Agreement and payment of applicable fees, Aquatic grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable Subscription Term, to access and use the Platform and Documentation solely for Customer’s internal business purposes and within the scope (including seats, modules, usage allotments, and jurisdictions) set forth on the applicable Order Form.
3.2Authorized Users. Access credentials are personal to individual Authorized Users and may not be shared. Customer is responsible for all acts and omissions of its Authorized Users and anyone accessing the Platform using credentials issued to Customer, and will promptly notify Aquatic of any suspected unauthorized access or use.
3.3Support. Aquatic will provide the support described on the applicable Order Form.
3.4Changes to the Platform. Aquatic may modify the Platform from time to time, including to add, change, or remove features, provided that Aquatic will not materially reduce the core functionality of the Platform paid for by Customer during a then-current Subscription Term.
3.5Beta Features. Aquatic may make pre-release, beta, or evaluation features available. Such features are optional, are provided “AS IS” without warranty, support, or service commitments of any kind, may be modified or discontinued at any time, and are excluded from Sections 12.2 and 13.1.
3.6Suspension. Aquatic may suspend access to the Platform, in whole or in part, if: (a) Aquatic reasonably determines that Customer’s use presents a security risk to the Platform or any third party or violates Section 4 or applicable law; or (b) amounts payable by Customer remain delinquent as described in Section 9.4. Aquatic will provide advance notice of suspension where practicable and will restore access promptly after the cause of suspension is cured.
4. USE RESTRICTIONS
Customer will not, and will not permit any Authorized User or third party to: (a) sell, resell, sublicense, rent, lease, or otherwise make the Platform available to any third party, or use the Platform to provide service bureau, outsourcing, or similar services; (b) copy, modify, or create derivative works of the Platform, the Documentation, or the Platform Data; (c) reverse engineer, decompile, or disassemble the Platform or attempt to derive its source code, models, algorithms, or non-public rule sets, except to the extent such restriction is prohibited by applicable law; (d) circumvent or exceed seat counts, usage allotments, or other contractual or technical limits, or circumvent any security or access controls; (e) scrape, harvest, bulk download, or systematically extract Platform Data, or use Platform Data other than within the Platform and as embodied in Outputs for Customer’s own projects; (f) use the Platform or any Output to develop, train, or improve a competing product or service, or publicly disseminate benchmark or performance test results without Aquatic’s prior written consent; (g) upload or transmit malicious code or use the Platform in violation of applicable law; (h) submit Customer Content that infringes or misappropriates the rights of any third party; or (i) remove or obscure any proprietary notices. Customer acknowledges that any breach of this Section 4 may cause Aquatic irreparable harm for which monetary damages are inadequate, and that Aquatic will be entitled to seek injunctive relief in addition to its other remedies.
5. PROFESSIONAL RESPONSIBILITY; NO ENGINEERING SERVICES
5.1Software Tool Only. The Platform is a software tool that automates calculations, modeling and simulation, code and reference lookups, equipment selection logic, and document assembly. Aquatic is a software provider. Aquatic is not a licensed engineering, architecture, design, or construction firm; does not perform, and the Agreement is not an offer to perform, professional engineering or other professional services in any jurisdiction; and does not assume the role of engineer, architect, or designer of record on any project. No professional-client relationship is created by the Agreement or by use of the Platform, and neither the Platform nor any Output constitutes professional advice.
5.2Required Professional Review. Outputs are preliminary work product generated by software and are provided solely for evaluation, verification, and use by qualified professionals. Before any Output is relied upon, submitted to any authority having jurisdiction (“AHJ”), incorporated into construction or permit documents, or used in connection with the construction, renovation, or operation of any facility, Customer must ensure that the Output is independently reviewed, verified, adapted as necessary, and approved by an appropriately licensed or otherwise qualified professional retained by or on behalf of Customer, and, where required by applicable law or the AHJ, signed and sealed by a licensed professional engineer or other design professional of record.
5.3Customer Responsibility. As between the Parties, Customer is solely responsible for: (a) the accuracy, completeness, and legality of Customer Content and all project inputs; (b) all final design decisions, equipment selections, substitutions, and construction means and methods; (c) the compliance of each project and design with applicable laws, codes, standards, regulations, and permit conditions; and (d) all filings with and representations made to any AHJ.
5.4Codes and Jurisdiction Data. Platform Data relating to codes, standards, and jurisdictional requirements is compiled from public and third-party sources and is provided for reference purposes only. Codes and their interpretation change over time and vary by AHJ. Aquatic does not warrant that such Platform Data is current, complete, accurate, or applicable to any particular project, and Customer must independently verify all code requirements with the applicable AHJ.
5.5Equipment and Manufacturer Data. Equipment specifications, performance data, and catalog information are sourced from manufacturers, distributors, and other third parties. Customer must verify equipment specifications, availability, and suitability against the manufacturer’s current published documentation before specifying, procuring, or installing any equipment.
5.6Acknowledgment. Any use of Outputs without the review and verification required by this Section 5 is at Customer’s sole risk, and Aquatic will have no liability arising out of or relating to any such use.
6. AI-ENABLED FEATURES
Portions of the Platform use automated rules engines, machine learning, and other artificial intelligence technologies. Outputs produced with such technologies are generated by statistical and probabilistic methods and, notwithstanding any validation features, may contain errors, omissions, or inconsistencies and may vary across similar inputs. Customer will apply the human professional review required by Section 5 to all Outputs. Aquatic does not warrant that any particular Output will be generated or that Outputs will be accurate, complete, or fit for any particular purpose.
7. CUSTOMER CONTENT; DATA RIGHTS
7.1Customer Ownership. As between the Parties, Customer retains all right, title, and interest in and to Customer Content.
7.2License to Aquatic. Customer grants Aquatic a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Content as necessary to provide, secure, support, and maintain the Platform and as otherwise instructed by Customer.
7.3Outputs. Subject to Aquatic’s ownership of the Platform and Platform Data and to payment of applicable fees, and as between the Parties, Customer owns the Outputs generated for Customer’s projects. To the extent any Platform Data is embodied in an Output, Aquatic grants Customer a perpetual, non-exclusive license to use that Platform Data as embodied in the Output in connection with the project for which the Output was generated.
7.4Usage Data; De-Identified Data. Aquatic may collect and use Usage Data to operate, secure, maintain, improve, and develop the Platform and Aquatic’s other products and services, including to train and improve models, algorithms, and rule sets, provided that: (a) any Usage Data derived from Customer Content or Outputs will first be de-identified and aggregated so that it does not identify, and cannot reasonably be used to identify, Customer, its clients, any individual, or any specific project; and (b) Aquatic will not use or disclose Customer Content in identifiable form to train models or for the benefit of any other customer. Aquatic owns Usage Data.
7.5Feedback. If Customer provides suggestions or feedback regarding the Platform, Aquatic may use it without restriction or obligation.
7.6Security. Aquatic will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Content. Aquatic’s collection and processing of personal information is described in the Aquatic Privacy Policy available at https://www.aquatic.app/privacy.
7.7Export; Deletion. The Platform provides Customer the ability to export Customer Content and Outputs during the Subscription Term. For thirty (30) days following expiration or termination of an Order Form, Aquatic will, upon Customer’s written request, make Customer Content and Outputs available for export. Thereafter, Aquatic may delete Customer Content in accordance with its data retention practices, subject to routine backup cycles and legal retention requirements.
8. AQUATIC INTELLECTUAL PROPERTY
Aquatic and its licensors retain all right, title, and interest in and to the Platform, the Documentation, the Platform Data, and all software, models, algorithms, rule sets, templates, interfaces, and know-how used to provide them, including all improvements, enhancements, and derivative works and all intellectual property rights in any of the foregoing. Except for the rights expressly granted in the Agreement, no license or other right is granted to Customer by implication, estoppel, or otherwise, and all rights not expressly granted are reserved.
9. FEES; PAYMENT
9.1Fees. Customer will pay the fees set forth on each Order Form. Except as expressly provided in the Agreement, all fees are non-cancelable and non-refundable, and committed quantities may not be decreased during the then-current Subscription Term. Customer’s purchases are not contingent on the delivery of any future functionality or features, or on any oral or written statements by Aquatic regarding future functionality or features.
9.2Invoicing; Payment. Fees will be invoiced and paid as set forth on the applicable Order Form. Unless the Order Form states otherwise, recurring subscription fees are billed in advance, usage-based fees are billed monthly in arrears, and invoices are due within thirty (30) days of the invoice date.
9.3True-Up. If Customer’s Authorized Users or usage exceed the quantities on the applicable Order Form, Aquatic may invoice the excess at the rates on the Order Form or, if none are stated, at Aquatic’s then-current rates. Aquatic may monitor Customer’s use of the Platform to verify compliance with seat counts, usage allotments, and the other terms of the Agreement.
9.4Late Payment. Amounts not paid when due accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less, plus reasonable costs of collection. If delinquent amounts remain unpaid ten (10) business days after Aquatic provides notice of delinquency, Aquatic may suspend access to the Platform until paid in full.
9.5Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes arising from the Agreement, other than taxes on Aquatic’s net income.
9.6Fee Adjustments. Aquatic may adjust fees effective as of the start of any Renewal Term by providing notice at least sixty (60) days before the start of that Renewal Term (or, if longer, before the applicable non-renewal notice deadline), so that Customer may elect not to renew.
10. TERM; TERMINATION
10.1Agreement Term. The Agreement commences on the earlier of the effective date of the first Order Form and Customer’s first acceptance of these Terms, and continues until all Order Forms have expired or been terminated.
10.2Subscription Terms; Renewal. Each Subscription Term and its renewal mechanics are as set forth on the applicable Order Form.
10.3Termination for Cause. Either Party may terminate the Agreement or any Order Form by notice if the other Party: (a) materially breaches the Agreement and fails to cure within thirty (30) days after notice describing the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.
10.4Effect of Termination. Upon expiration or termination of an Order Form: (a) Customer’s access to the Platform under that Order Form ends; (b) Customer will pay all fees accrued through the effective date of termination; (c) if Aquatic terminates for Customer’s uncured material breach, all fees committed for the remainder of the then-current Subscription Term become immediately due; and (d) if Customer terminates for Aquatic’s uncured material breach, Aquatic will refund any prepaid fees for the unused remainder of the then-current Subscription Term. Sections 4, 5, 6, 7.3 through 7.5, 7.7, 8, 9 (with respect to accrued amounts), 10.4, 11, 12.3, 13, 14, and 16 survive.
11. CONFIDENTIALITY
11.1Definition. “Confidential Information” means non-public information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Aquatic’s Confidential Information includes the Platform, the Platform Data, and non-public product information; Customer’s Confidential Information includes Customer Content; and the terms and pricing of each Order Form are the Confidential Information of both Parties. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without restriction before disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Discloser’s Confidential Information.
11.2Obligations. The Recipient will: (a) use the Discloser’s Confidential Information solely to perform under and exercise its rights within the Agreement; (b) protect it using at least the same degree of care it uses for its own similar information, and no less than reasonable care; and (c) not disclose it to any third party other than the Recipient’s employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 11.
11.3Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided the Recipient gives prompt notice to the Discloser (where legally permitted) and reasonably cooperates with efforts to limit or protect the disclosure.
11.4Equitable Relief. Breach of this Section 11 may cause irreparable harm for which monetary damages are inadequate, and the Discloser is entitled to seek injunctive relief in addition to other remedies.
12. WARRANTIES; DISCLAIMERS
12.1Mutual Warranties. Each Party represents and warrants that it is duly organized and validly existing and has the authority to enter into the Agreement.
12.2Platform Warranty. Aquatic warrants that, during the applicable Subscription Term, the Platform will conform in all material respects to the Documentation. Customer’s exclusive remedy, and Aquatic’s entire liability, for breach of this warranty is that Aquatic will use commercially reasonable efforts to correct the non-conformity and, if Aquatic cannot do so within thirty (30) days after notice, Customer may terminate the affected Order Form and receive a refund of prepaid fees for the unused remainder of the then-current Subscription Term.
12.3Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.2, THE PLATFORM, THE DOCUMENTATION, THE PLATFORM DATA, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AQUATIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING OR SECTION 5, AQUATIC DOES NOT WARRANT THAT: (A) ANY OUTPUT WILL BE ACCURATE, COMPLETE, CODE-COMPLIANT, OR ACCEPTED BY ANY AHJ; (B) ANY EQUIPMENT SELECTION, SIZING, OR SUBSTITUTION WILL BE SUITABLE, AVAILABLE, OR CORRECTLY PRICED; (C) PLATFORM DATA, INCLUDING JURISDICTION AND MANUFACTURER DATA, WILL BE CURRENT, COMPLETE, OR ERROR-FREE; (D) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR (E) ANY SIMULATION OR MODEL WILL PREDICT ACTUAL FIELD CONDITIONS OR AS-BUILT PERFORMANCE.
13. INDEMNIFICATION
13.1By Aquatic. Aquatic will defend Customer against any third-party claim alleging that the Platform, as provided by Aquatic and used in accordance with the Agreement, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Customer against damages, costs, and reasonable attorneys’ fees finally awarded against Customer (or agreed in settlement by Aquatic) with respect to such claim. If the Platform is, or in Aquatic’s opinion is likely to become, the subject of such a claim, Aquatic may, at its option and expense: (a) procure the right for Customer to continue using the Platform; (b) modify or replace the Platform so that it is non-infringing without material loss of functionality; or (c) terminate the affected Order Form and refund prepaid fees for the unused remainder of the then-current Subscription Term. Aquatic has no obligation under this Section 13.1 to the extent a claim arises from: (i) Customer Content; (ii) Platform Data supplied by third parties in the form provided to Aquatic; (iii) combination of the Platform with items not provided by Aquatic, where the claim would not have arisen but for the combination; (iv) modifications not made by Aquatic; or (v) use in violation of the Agreement. This Section 13.1 states Aquatic’s entire liability, and Customer’s exclusive remedy, for infringement claims.
13.2By Customer. Customer will defend Aquatic against any third-party claim arising out of or relating to: (a) Customer Content, including any allegation that Customer Content infringes or misappropriates third-party rights; (b) Customer’s or its clients’ use of any Output or of any design, permit submission, equipment selection, or construction, operation, or maintenance of any facility, including claims for bodily injury, death, or damage to property; (c) Customer’s breach of Section 5; or (d) Customer’s violation of applicable law; in each case except to the extent the claim results from Aquatic’s breach of the Agreement, and Customer will indemnify Aquatic against damages, costs, and reasonable attorneys’ fees finally awarded against Aquatic (or agreed in settlement by Customer) with respect to such claim.
13.3Procedure. The indemnified Party will provide the indemnifying Party with: (a) prompt written notice of the claim (except that delayed notice relieves the indemnifying Party only to the extent it is prejudiced); (b) sole control of the defense and settlement of the claim, provided any settlement that imposes obligations on the indemnified Party other than payment of amounts covered by the indemnity, or that does not unconditionally release the indemnified Party, requires the indemnified Party’s prior written consent; and (c) reasonable cooperation at the indemnifying Party’s expense.
14. LIMITATION OF LIABILITY
14.1Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
14.3Exceptions. Sections 14.1 and 14.2 do not apply to: (a) Customer’s payment obligations under the Agreement; (b) Customer’s indemnification obligations under Section 13.2; (c) Customer’s breach of Section 4; or (d) liability that cannot be limited or excluded under applicable law.
14.4Basis of the Bargain. The Parties acknowledge that the fees reflect the allocation of risk in this Section 14 and Sections 5 and 12, and that Aquatic would not provide the Platform at these fees without these limitations. These limitations apply notwithstanding the failure of essential purpose of any limited remedy.
15. MODIFICATIONS TO THESE TERMS
Aquatic may update these Terms from time to time by posting the updated version at https://www.aquatic.app/terms and updating the “Last Updated” date, and will provide at least thirty (30) days’ notice of material updates. Updated Terms apply: (a) immediately to Order Forms executed on or after the posting date; and (b) to then-existing Order Forms upon the start of the next Renewal Term, except for updates required by applicable law or that apply to new features, which take effect when posted. During a then-current Subscription Term, the version of these Terms in effect on the effective date of the applicable Order Form otherwise continues to govern that Order Form. If a material update adversely affects Customer, Customer may elect not to renew the affected Order Form.
16. GENERAL
16.1Governing Law; Venue. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The state and federal courts located in Wilmington, Delaware have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each Party consents to personal jurisdiction and venue in those courts. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUCH DISPUTE. Except with respect to Customer’s payment obligations, no claim arising out of or relating to the Agreement may be brought more than one (1) year after the date on which the claim accrued.
16.2Notices. Legal notices must be in writing and are deemed given when: (a) delivered personally; (b) delivered by nationally recognized overnight courier; (c) three (3) business days after mailing by certified mail, return receipt requested; or (d) sent by e-mail with confirmation of transmission (and, in the case of notice to Aquatic, without receipt of an automated error message). Notices to Aquatic must be sent by e-mail to: legal@aquatic.app. Notices to Customer will be sent to the notice e-mail address or other addresses set forth on the applicable Order Form. Either Party may update its notice address by notice.
16.3Assignment. Neither Party may assign the Agreement without the other Party’s prior written consent, except that either Party may assign the Agreement in its entirety, upon notice, to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other purported assignment is void. The Agreement binds and benefits the Parties and their permitted successors and assigns.
16.4Subcontractors. Aquatic may use subcontractors and service providers in performing under the Agreement and remains responsible for their performance.
16.5Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, utility or internet failures, and denial-of-service or similar attacks.
16.6Publicity. Aquatic may identify Customer by name and logo as a customer in Aquatic’s customer lists and marketing materials, in a form consistent with Customer’s brand guidelines if provided; Customer may revoke this permission by written notice. Any press release or case study requires the other Party’s prior written consent.
16.7Relationship; No Third-Party Beneficiaries. The Parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship, and there are no third-party beneficiaries.
16.8Entire Agreement; Amendment. The Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations regarding that subject matter. Except as provided in Section 15, any amendment must be in a writing signed by both Parties. Terms on any Customer purchase order or similar document are void and do not modify the Agreement, even if the purchase order is accepted or processed.
16.9Severability; Waiver. If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. A waiver is effective only if in writing and signed by the waiving Party, and no waiver of one breach is a waiver of any other breach.
16.10Compliance; Export. Each Party will comply with applicable laws in its performance under the Agreement. Customer will not access or use the Platform in violation of United States export control or sanctions laws.