Acceptance of the Terms and Conditions

1. Phaidra, Inc. (herein referred to as the “Phaidra,” “we,” “us” or “our”) provides and makes available this web site (the “Site”). All use of the Site is subject to the terms and conditions contained in these Website Terms of Use (this “Terms”). Please read these Terms carefully. By accessing, browsing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you shall not access, browse or use the Site. You understand and agree that your use of our products and services (the “Phaidra Services”) shall not be governed by these Terms, but rather by your company's or organization's agreement with Phaidra covering such Phaidra Services. However, please note that your access to and use of the Site and any Phaidra Services is also subject to Phaidra's Privacy Policy located at www.phaidra.ai/privacy-policy.

2. You understand and agree that we may change these Terms at any time without prior notice. You may read a current, effective copy of these Terms at any time by selecting the “Terms of Use” link on the Site. The revised terms and conditions will become effective upon posting. Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site.

Use of the Site

1. This Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not copy the Content and will only access and use the Content for your personal purposes. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or computer network for any purpose is expressly prohibited. If you violate any part of these Terms, your right to access and/or use the Content and Site shall automatically terminate.

2. The trademarks, service marks, and logos of Phaidra (the “Phaidra Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of Phaidra. Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with Phaidra Trademarks, the “Trademarks”). Nothing on this Site or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of Phaidra specific for each such use. The Trademarks may not be used to disparage Phaidra or the applicable third-party, Phaidra's or third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without Phaidra's prior written consent. All goodwill generated from the use of any Phaidra Trademark shall inure to Phaidra's benefit.

3. You agree not to: (a) take any action that imposes an unreasonable load on the Site's infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by Phaidra or any other person or entity, or (e) frame or link to any of the materials or information available on the Site.

4. The Site contains links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact a representative of those External Sites if you have any concerns regarding such links or any content located on such External Sites.

Limitation of Liability and Disclaimer of Warranties

1. Phaidra, its affiliates, their respective officers, directors, employees, agents, suppliers, or licensors (collectively, the “phaidra parties“) make no warranties or representations about the site or content, including but not limited to its accuracy, reliability, completeness, timeliness or reliability. Phaidra parties shall not be subject to liability for the truth, accuracy or completeness of the site or content or any other information conveyed to the user or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. You agree that you use the site and the content at your own risk.

   Phaidra parties do not warrant that the site will operate error free or that the site, its server, or the content are free of computer viruses or similar contamination or destructive features. If your use of the site or the content results in the need for servicing or replacing equipment or data, no phaidra party shall be responsible for those costs.

2. In no event shall any phaidra party be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the site and the content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such phaidra party has been advised of the possibility of such damages.

3. Some states do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, in such states, some of the above limitations may not apply to you or be enforceable with respect to you, and the liability of phaidra parties shall be limited to the greatest extent permitted by law.

4. If you are from new jersey, the foregoing sections 3.1 and 3.2 are intended to be only as broad as is permitted under the laws of the state of new jersey. If any portion of these sections is held to be invalid under the laws of the state of new jersey, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections.

Indemnification

You agree to defend, indemnify, and hold harmless Phaidra Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms or your access to, use or misuse of the Content or Site. Phaidra shall provide notice to you of any such claim, suit, or proceeding. Phaidra reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Phaidra's defense of such matter.

Termination of Access

Phaidra reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. Phaidra reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.

User Must Comply with Applicable Laws

• This Site is hosted in the United States and subject to applicable U.S. laws and regulations, including but not limited to the Export Administration Regulations administered by the U.S. Department of Commerce's Bureau of Industry and Security and the sanctions regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (collectively “Trade Restrictions”). We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction as well as applicable U.S. laws and regulations.

• The United States controls the export of products and information on or accessible through the Site. You expressly agree to comply with such restrictions and not to export, re-export, or transfer any of the Content to countries or persons prohibited under the applicable Trade Restrictions. By downloading the Content, you are expressly agreeing that you are not in a country where such export, re-export, or transfer is prohibited (currently, any of Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic or Luhansk People's Republic regions in Ukraine) or are a person or entity for which such export, re-export, or transfer is prohibited (e.g., a restricted party designated on the Consolidated Screening List or any of its constituent lists such as OFAC's Specially Designated Nationals and Consolidated Sanctions List). You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, re-export, or transfer of the Content as well as applicable U.S. laws and regulations including the Trade Restrictions.

• U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.

Miscellaneous

These Terms are governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts located in the State of Washington. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Failure of Phaidra to act on or enforce any provision of the Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against Phaidra unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Phaidra and you, these Terms constitutes the entire Terms between you and Phaidra with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Site might be publicly accessible.