Terms of Use

1.1 Binding Agreement. This Agreement governs Your access to and use of Tera Intelligence, including the Tera Data Engine, Grid Mapping System, APIs, website (TeraIntel.com), and any associated software, applications, data, reports, and services provided by Tera (collectively, the "Service"). By accessing or using the Service, You unequivocally accept and agree to comply with this Agreement, our Data Privacy Statement (which is incorporated herein by reference), and any additional terms and conditions that may apply to specific sections of the Service or to products and services available through the Service.

1.2 Eligibility. You represent and warrant that You are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Access to the Service is intended for professional use by entities and individuals in the energy, finance, and infrastructure sectors, as well as academic institutions and research organizations conducting legitimate research in energy, infrastructure, or related fields. If You are accessing the Service as an individual, You represent that You are doing so in a professional or research capacity.

1.3 Order of Precedence. In the event of any conflict or inconsistency between the main body of this Agreement and any License Agreement, the License Agreement shall prevail solely with respect to the specific subject matter of such License Agreement. In the event of any conflict between this Agreement and any other policies or documents referenced herein, this Agreement shall prevail.

2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

2.2 "Agreement" means these Terms of Use, together with any License Agreements, the Data Privacy Statement, and any other exhibits, appendices, or schedules attached hereto or incorporated by reference.

2.3 "API" means the application programming interfaces provided by Tera as part of the Service, including all associated tools, documentation, and sample code.

2.4 "Authorized User" means an individual natural person, who is an employee, contractor, or agent of the Customer, and who has been authorized by the Customer to use the Service and to whom the Customer (or, when applicable, Tera at Customer’s request) has supplied a user identification and password (for Services utilizing authentication).

2.5 "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Tera's Confidential Information includes, without limitation, the Service, the Tera Data, the source code, algorithms, pricing, product roadmaps, and technical documentation. Customer Confidential Information includes Customer Data.

2.6 "Customer Data" means electronic data, files, and information submitted by or for Customer to the Service, excluding Tera Data.

2.7 "Documentation" means the online user guides, documentation, help and training materials, and specifications for the Service, as updated by Tera from time to time.

2.8 "Force Majeure Event" means any circumstances beyond Tera’s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Tera's employees), Internet service provider failure or delay, Non-Tera Application failure, or denial of service attack.

2.9 "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

2.10 "Malicious Code" means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

2.11 "License Agreement" means a licensing and ordering document or online subscription process specifying the Service to be provided hereunder, including license grants, usage rights, restrictions, pricing, and subscription terms, that is entered into between You and Tera or any of Our Affiliates, including any addenda and supplements thereto.

2.12 "Service" means Tera Intelligence, including the website, the Tera Data Engine, the Grid Mapping System, the API, the LLM-Powered Conversational Intelligence, and any other online products and services that are ordered by You under a License Agreement or provided to You on a trial basis, as described in the Documentation. "Service" excludes Third Party Applications.

2.13 "Subscription Term" means the period of time during which You are authorized to use the Service, as specified in the applicable License Agreement.

2.14 "Tera Data" means the proprietary datasets, maps, geospatial information, analytics, ratings, company profiles, and other content owned, licensed, or aggregated by Tera and made available through the Service. This includes, but is not limited to, the Grid Infrastructure Dataset, Power Plant Dataset, and Market Intelligence data.

2.15 "Third Party Application" means a Web-based, mobile, offline or other software application functionality that is provided by You or a third party and interoperates with a Service.

3.1 Provision of Service. Tera shall make the Service available to Customer pursuant to this Agreement and the applicable License Agreements during the Subscription Term. Customer's use of the Service includes the right to access and use the Tera Data solely for Customer's internal business purposes in accordance with the terms herein.

3.2 License Grant. Subject to the terms and conditions of this Agreement and payment of all applicable fees, Tera grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to:

1. (i)access and use the Service and Documentation solely for Customer's internal business operations; and
2. (ii)use the API to integrate Tera Data into Customer's internal applications, provided such use complies with the API usage guidelines and limits set forth in the Documentation or License Agreement.

3.3 Access Credentials. Customer shall ensure that only Authorized Users access the Service. Customer is responsible for maintaining the confidentiality of all user logins and passwords and for all activities that occur under its accounts. Customer agrees to immediately notify Tera of any unauthorized use, or suspected unauthorized use, of the Service or any other breach of security. Tera cannot and will not be liable for any loss or damage arising from Customer's failure to comply with this section.

3.4 Usage Restrictions. Customer shall not, and shall not permit any Authorized User or third party to:

1. (i)license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this Agreement;
2. (ii)use the Service to provide services to third parties as a primary business activity (e.g., as a service bureau), except for internal business purposes or as otherwise agreed in writing;
3. (iii)modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks;
4. (iv)falsely imply any sponsorship or association with Tera;
5. (v)use the Service in any unlawful manner, including but not limited to violation of any person's privacy rights;
6. (vi)use the Service to store or transmit Malicious Code;
7. (vii)use the Service in any manner that interferes with or disrupts the integrity or performance of the Service or the data contained therein;
8. (viii)attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy the source code or underlying algorithms of the Service or Tera Data, except as permitted by applicable law;
9. (ix)use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Service or any portion of the Tera Data, except as expressly permitted through Tera's approved export tools or API (if Customer has purchased API access as specified in their License Agreement);
10. (x)access the Service for the primary purpose of building a directly competitive product or service, or systematically extracting Tera Data to create a competing database; or
11. (xi)remove, obscure, or alter any proprietary notices or labels on the Service or Tera Data.

3.5 API License and Restrictions. If Customer has purchased access to the API, Tera grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the API solely for the purpose of integrating the Service into Customer's internal systems. Customer may use the API up to the rate limits specified in their License Agreement. Customer shall not use robots, spiders, scrapers, or other automated algorithms to scrape or extract data from the Service interface. Customer shall not use the API to systematically scrape or download the Tera Data to create a separate database or to replicate the functionality of the Service.

3.6 Customer Responsibilities. Customer is responsible for all activity occurring under Customer's User accounts and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with Customer's use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. Customer shall:

1. (i)notify Tera immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
2. (ii)report to Tera immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or its Users; and
3. (iii)not impersonate another Tera user or provide false identity information to gain access to or use the Service.

3.7 Third Party Services. The Service may contain features or links that enable Customer to access or use Third Party Applications or services. To take advantage of these features, Customer may be required to register for or log into such Third Party Applications on their respective websites. By accessing a Third Party Application, Customer is instructing Tera to share data with the provider of that Third Party Application. Tera does not control and is not responsible for the content, privacy policies, or practices of any Third Party Applications. Customer acknowledges that use of Third Party Applications is at Customer's own risk.

3.8 Usage Monitoring. Tera continuously monitors and records Customer's usage of the Service through its own systems to ensure compliance with this Agreement and accurate billing. If monitoring reveals that Customer has underpaid fees or exceeded the scope of its license (e.g., unauthorized users or excessive API usage), Customer shall promptly pay to Tera any underpaid fees.

4.1 Fees. You will pay all fees specified in License Agreements. Except as otherwise specified herein or in an License Agreement:

1. (i)fees are based on Services purchased and not actual usage;
2. (ii)payment obligations are non-cancelable and fees paid are non-refundable; and
3. (iii)quantities purchased cannot be decreased during the relevant subscription term.

4.2 Invoicing and Payment. Tera will invoice You in advance for all Services listed in the License Agreement, with charges made in accordance with the billing frequency stated in the applicable License Agreement (typically monthly or annually). Unless otherwise stated in the License Agreement, invoiced charges are due net thirty (30) days from the invoice date. Payment shall be made by bank transfer, wire transfer, or other payment methods as agreed in the License Agreement. Credit card payments may be accepted in certain cases but are not the standard payment method for enterprise subscriptions. You are responsible for providing complete and accurate billing and contact information to Tera and notifying Tera of any changes to such information.

4.3 Overdue Charges. If any invoiced amount is not received by Tera by the due date, then without limiting Tera's rights or remedies:

1. (i)those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or
2. (ii)Tera may condition future subscription renewals and License Agreements on payment terms shorter than those specified in Section 4.2.

4.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is thirty (30) or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

4.5 Payment Disputes. Tera will not exercise its rights under Section 4.3 or 4.4 above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

4.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If Tera has the legal obligation to pay or collect Taxes for which You are responsible under this Section 4.6, Tera will invoice You and You will pay that amount unless You provide Tera with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Tera is solely responsible for taxes assessable against it based on its income, property and employees.

4.7 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Tera regarding future functionality or features.

5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Tera and its licensors and third-party content providers reserve all of their right, title and interest in and to the Service, including all of their related Intellectual Property Rights. No rights are granted to You hereunder other than as expressly set forth herein. You acknowledge that the Service, including the Tera Data, is protected by copyright, trademark, trade secret, and other intellectual property laws and treaties.

5.2 Customer Data. As between You and Tera, You exclusively own all rights, title and interest in and to all of Your Customer Data. You hereby grant Tera a worldwide, non-exclusive, limited license to access, use, process, copy, distribute, perform, export and display Customer Data solely to the extent necessary to provide the Service to You and to troubleshoot and improve the Service. You represent and warrant that You have all necessary rights to grant this license and that Your Customer Data does not violate any third-party rights or applicable laws.

5.3 Tera Data. Tera owns all rights, title, and interest in and to the proprietary Tera Data, including original compilations, aggregations, and arrangements of data created by Tera. The Tera Data may incorporate data sourced from third parties, which is used in accordance with applicable licenses. The Tera Data represents a valuable commercial product, the development and maintenance of which has involved the expenditure of substantial time and money. You acknowledge that Tera's original compilations and arrangements are protected by intellectual property laws. You shall not remove, obscure, or alter any copyright notice, trademark, or other proprietary rights notices affixed to or contained within the Service or any Tera Data.

5.4 Feedback. You grant Tera and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your Users relating to the operation of the Service. Tera shall have no obligation to treat any Feedback as Confidential Information.

5.5 Aggregated and Anonymized Data. Notwithstanding anything to the contrary, Tera shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Tera will be free (during and after the term hereof) to:

1. (i)use such information and data to improve and enhance the Service, develop new features, and ensure system reliability and performance for all customers, and
2. (ii)disclose such data solely in aggregate or other de-identified form (such as usage statistics, feature adoption rates, or performance metrics) in connection with its business operations, marketing, or industry reports, provided that no individual customer or transaction can be identified.

5.6 Ownership of Outputs. Subject to Tera's rights in the Service and Tera Data, Customer owns all rights, title, and interest in and to the specific reports, charts, and analysis results generated by Customer through the use of the Service ('Outputs'). Customer grants Tera a license to use Outputs for the purpose of providing the Service and as described in Section 5.5.

6.1 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to:

1. (i)not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and
2. (ii)except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

6.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6.3 Exclusions. Confidential Information shall not include information that:

1. (i)is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
2. (ii)was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
3. (iii)is received from a third party without breach of any obligation owed to the Disclosing Party; or
4. (iv)was independently developed by the Receiving Party.

7.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

7.2 Tera Warranties. Tera warrants that:

1. (i)the Service will perform materially in accordance with the applicable Documentation, and
2. (ii)subject to Section 3.7 (Third Party Services), We will not transmit Malicious Code to You, provided that We are not in breach of this warranty if You or a User upload a file containing Malicious Code into the Service and later download that file containing Malicious Code.

For any breach of an above warranty, Your exclusive remedies are those described in Sections 8.3 (Termination) and 8.4 (Refund or Payment upon Termination).

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TERA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TERA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. THE TERA DATA IS PROVIDED "AS IS" AND TERA MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY DATA OR INFORMATION CONTAINED IN THE SERVICE. YOU ACKNOWLEDGE THAT THE SERVICE IS A TOOL TO ASSIST YOU IN YOUR BUSINESS AND DOES NOT REPLACE YOUR PROFESSIONAL JUDGMENT. TERA IS NOT RESPONSIBLE FOR ANY DECISIONS MADE BY YOU BASED ON THE SERVICE. SPECIFICALLY REGARDING ARTIFICIAL INTELLIGENCE FEATURES: THE SERVICE MAY UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES. OUTPUTS GENERATED BY THESE FEATURES MAY BE INACCURATE, OFFENSIVE, OR MISLEADING. YOU SHOULD NOT RELY SOLELY ON AI-GENERATED OUTPUTS FOR CRITICAL DECISIONS AND SHOULD INDEPENDENTLY VERIFY ALL INFORMATION.

8.1 Indemnification by Tera. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the Tera Service software or platform (excluding Tera Data content) infringes or misappropriates such third party's intellectual property rights (a "Claim Against You"), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You:

1. (i)promptly give Us written notice of the Claim Against You,
2. (ii)give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and
3. (iii)give Us all reasonable assistance, at Our expense.

If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You:

1. (i)modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 7.2,
2. (ii)obtain a license for Your continued use of that Service in accordance with this Agreement, or
3. (iii)terminate Your subscriptions for that Service upon thirty (30) days' written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions.

The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Customer Data, a Third Party Application, Your breach of this Agreement, Tera Data content, or any third-party data sources used in the Service.

8.2 Indemnification by Customer. You will defend Tera against any claim, demand, suit or proceeding made or brought against Tera by a third party alleging that Your willful misconduct or gross negligence in using any Service or Content infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Tera"), and will indemnify Tera from any damages, attorney fees and costs finally awarded against Tera as a result of, or for any amounts paid by Tera under a settlement approved by You in writing of, a Claim Against Tera, provided Tera:

1. (i)promptly gives You written notice of the Claim Against Tera,
2. (ii)gives You sole control of the defense and settlement of the Claim Against Tera (except that You may not settle any Claim Against Tera unless it unconditionally releases Tera of all liability), and
3. (iii)gives You all reasonable assistance, at Your expense.

9.1 Limitation of Liability. IN NO EVENT SHALL TERA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND PAYMENT).

9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL TERA HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT TERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

10.2 Term of Subscriptions. The term of each subscription shall be as specified in the applicable License Agreement. Except as otherwise specified in an License Agreement, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.

10.3 Termination. A party may terminate this Agreement for cause:

1. (i)upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period (or sixty (60) days for enterprise customers with annual fees exceeding €100,000), or
2. (ii)if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.4 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 10.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all License Agreements after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 10.3, You will pay any unpaid fees covering the remainder of the term of all License Agreements. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

10.5 Surviving Provisions. The sections titled "Fees and Payment," "Intellectual Property Rights," "Confidentiality," "Disclaimers," "Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," and "General Provisions" will survive any termination or expiration of this Agreement.

11.1 Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

11.2 Entire Agreement. This Agreement is the entire agreement between You and Tera regarding Your use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding License Agreements) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:

1. (i)the applicable License Agreement,
2. (ii)this Agreement, and
3. (iii)the Documentation.

11.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.4 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

11.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

11.6 Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all License Agreements), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.7 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws specified in the applicable License Agreement, or if no such laws are specified, the laws of the jurisdiction in which the applicable Tera entity is domiciled. The parties agree to submit to the exclusive jurisdiction of the courts in such jurisdiction.

11.8 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:

1. (i)personal delivery,
2. (ii)the second business day after mailing, or
3. (iii)the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim).

Notices to Tera must be sent to: com*******@teraintel.com or mailed to Tera at the address specified in Your applicable License Agreement or as publicly listed on the TeraIntel.com website, Attn: Legal Department.

Notices to Customer will be sent to the email address associated with their account or to any updated address provided by Customer.