Terms of Service.

"Customer Data" means any data, including shipment, manifest, vessel, entity, sanctions, and operational records, that Customer or its Authorized Users upload, transmit, or otherwise make available to the Service.

"Authorized User" means an individual employee, contractor, or agent of Customer authorized by Customer to access the Service under a Customer account.

"Documentation" means the technical and operational documentation made available by Counterpass for the Service.

"Order Form" means any ordering document executed between Customer and Orvenx referencing these Terms.

Subject to these Terms and timely payment of fees under an Order Form, Orvenx grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for Customer's internal trade compliance, risk screening, and case management operations.

Customer is responsible for the acts and omissions of its Authorized Users and for ensuring their compliance with these Terms.

Counterpass retains all right, title, and interest in and to the Service, the Documentation, the software, models, methodologies, and any improvements thereto, including all intellectual property rights. No rights are granted to Customer other than as expressly set forth herein.

Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or attempt to extract the source code of the Service; (b) circumvent any usage limits or access controls; (c) use the Service to build a competing product; (d) use the Service for the evasion of sanctions, export controls, or customs duties; (e) use the Service in violation of applicable law.

Customer's use of the Service is further governed by the Counterpass Acceptable Use Policy (CP-LEG-03), incorporated by reference.

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer is the data controller for any personal data contained in Customer Data; Counterpass acts as data processor.

Customer grants Counterpass a limited license to host, process, transmit, and display Customer Data solely to provide and improve the Service, to enforce these Terms, and as otherwise expressly permitted by Customer.

Counterpass may use anonymized and aggregated data derived from Customer Data that does not identify Customer or any individual for the purposes of operating, improving, and benchmarking the Service.

Processing of personal data is governed by the Counterpass Data Processing Addendum (CP-LEG-05) where applicable.

Customer shall pay all fees set forth in the applicable Order Form. Unless otherwise specified, fees are due net thirty (30) days from the invoice date and are non-refundable.

Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, or similar taxes, other than taxes on Orvenx's net income.

These Terms apply for the term set forth in the applicable Order Form. Either party may terminate for the other party's material breach not cured within thirty (30) days of written notice.

Upon termination, Customer's right to access the Service ceases. Counterpass will, on Customer's written request within thirty (30) days of termination, make Customer Data available for export and thereafter delete or anonymize Customer Data from production systems, subject to standard backup retention.

Counterpass warrants that the Service will perform materially in accordance with the Documentation during the Term. Customer's sole and exclusive remedy for breach of this warranty is correction of the non-conformity or, if not commercially feasible, termination of the affected Order Form and a pro rata refund of pre-paid, unused fees.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COUNTERPASS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Counterpass is a software platform that assists with trade compliance review. Counterpass does not make customs declarations, regulatory filings, or legal determinations on Customer's behalf. Customer remains solely responsible for its compliance with applicable trade, customs, sanctions, and export control laws.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS.

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ORVENX UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The foregoing limitations do not apply to: (a) breach of confidentiality; (b) infringement of the other party's intellectual property rights; (c) a party's indemnification obligations; or (d) liability that cannot be limited by law.

Counterpass shall defend Customer against any third-party claim alleging that the Service, as provided by Counterpass and used in accordance with these Terms, infringes such third party's intellectual property rights, and shall pay damages finally awarded in such claim.

Customer shall defend Counterpass against any third-party claim arising from (a) Customer Data, (b) Customer's use of the Service in violation of these Terms, or (c) Customer's violation of applicable law, and shall pay damages finally awarded in such claim.

These Terms are governed by the laws of the State of California, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms shall be resolved exclusively by binding arbitration administered by JAMS in Los Angeles, California under its Comprehensive Arbitration Rules, by a single arbitrator. The seat of arbitration shall be Los Angeles County, California, and the language of the arbitration shall be English.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction in Los Angeles County, California to prevent or restrain infringement or misappropriation of its intellectual property or confidential information.

The Service is subject to United States export control laws, including the Export Administration Regulations (EAR) and economic sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC). Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a sanctioned jurisdiction, and is not listed on any U.S. government denied-party list.

These Terms, together with any Order Form and incorporated policies, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous communications on that subject.

Counterpass may update these Terms from time to time. Material changes will be communicated to Customer through the Service or by written notice; continued use of the Service after the effective date of such changes constitutes acceptance.

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.