Last modified: May 2024.
These AURA Tool Terms and Conditions (this “Agreement”), effective as of the date Customer signs an Order Form incorporating
these terms (the “Effective Date”), are by and between Aura Intelligence, Inc., a Delaware corporation with a principal place of
business at 548 Market St. PMB 54734 San Francisco, CA 94104-5401, or such other Aura entity which executed an Order Form
("Aura”) and the other entity which executed an Order Form (“Customer”). By signing an Order Form that references this Agreement,
Customer agrees to the terms of this Agreement, which governs Customer’s use of the Services. If an individual is entering into this
Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and
conditions, in which case the term “you”, “your” and “Customer” shall refer to such entity. Aura and Customer may be referred to
herein collectively as the “Parties” or individually as a “Party.”
1. Definitions.
a. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Aura in an
aggregated and anonymized manner, including to compile statistical and performance information related to the provision and
operation of the Services. Aggregated Statistics may include data that relates to individuals.
b. “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to
access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the
Services has been purchased hereunder.
c. “Aura IP” means the Intellectual Property Rights in the Services, the Documentation, and any materials or deliverables
provided to Customer or any Authorized User pursuant to this Agreement, including but not limited to proprietary processes,
code, software, documentation, frameworks, analytical tools and analysis, industry data and insights, methodology, survey
questions, approach and configurations, reports, including any and all modifications, improvements, and derivative works
pertaining thereto. For the avoidance of doubt, Aura IP includes Aggregated Statistics and any information, data, or other
content derived from Aura’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
d. “Customer Data” means, information, data, and other content, in any form or medium, that is transmitted by or on behalf of
Customer or an Authorized User through the Services.
e. “Documentation” means Aura’s user manuals, handbooks, and guides relating to the Services provided by Aura to Customer
either electronically or in hard copy form and end user documentation relating to the Services, as well as any reports and
information accessible via the Services or otherwise provided to Customer in performance of the Services.
f. “Intellectual Property Rights” means : (i) patents, inventions, including statutory invention registrations or certificates of
invention; (ii) trademarks, service marks, domain names, trade dress, logos, and other brand source distinctions, goodwill and
the right to sue for passing off or unfair competition; (iii) copyrights, works of authorship and moral rights; (iv) rights in designs,
rights in computer software, and database rights, trade secrets and know-how; and (v) all other intellectual property rights of
any type throughout the world, pre-existing, used or developed during the course of the Services.
g. “Order Form” means an order form, engagement letter or other confirmation entered into between Customer and Aura setting
forth the product(s) licensed, the scope of Services and pricing.
h. “Platform Material” means all information contained on, or communicated via the Services.
i. “Services” means the Aura online platform offering, as further described in the applicable Order Form.
j. “Third-Party Products” means any third-party products incorporated into the Services or hosting the Services.
2. Access and Use.
a. License. Subject to and conditioned on Customer’s payment of Fees (as defined in Section 4) and compliance with the terms
and conditions of this Agreement, Aura hereby grants Customer a non-exclusive, non-sublicensable and non-transferable right
to access and use the Services and Documentation during the Term, solely for use by Authorized Users and for Customer’s
internal use. Customer acknowledges and agrees that access to the Services by contractors of Customer may require prior
approval by Aura. The Parties agrees that Aura will use Customer Content only to the extent reasonably necessary for
purposes of this Agreement or an Order Form and will not share nor transfer any Customer Content with any affiliate or
member of the Aura corporate group. In providing the Services, Aura will use reasonable and appropriate technical and
organizational security measures intended to safeguard Customer Content against accidental, unauthorized or unlawful
access, loss, damage or destruction. Notwithstanding the foregoing, Customer grants to Aura the nonexclusive right to use,
import, host, store, process, modify, and transfer the Customer Content for the purposes of (i) Customer’s use of the Services
as provided in this Agreement; and (ii) supporting, developing, enhancing, or improving the Services and other Aura products
and services, in an anonymized, de-identified and aggregated manner.b. Provision of Access. Aura shall provide to Customer the necessary passwords and network links or connections to allow
Customer to access the Services.
c. Authorized Users. Authorized Users will receive user IDs and passwords to access the Services. These credentials are
granted to individual, named persons and may not be shared. Customer will ensure that all Authorized Users keep these
credentials strictly confidential. Authorized Users must notify Aura immediately if their access to the Services is or potentially
could be compromised.
d. Platform Materials. Platform Materials are provided for general information only and are not intended to provide professional
advice whether communicated by Aura or a third party.
e. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this
Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify,
translate, download, extract or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease,
lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation
to any third-parties; (iii) reverse engineer, disassemble, decompile, reverse compile, decode, adapt, or otherwise attempt to
derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from
the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable
law, including any data privacy law; (vi) transmit any content or data to the Services that is unlawful or infringes any intellectual
property rights; (vii) violate the terms of use of any Third-Party Products; (viii) circumvent or endanger the operation or security
of the Services, or attempt to disable or circumvent any security mechanisms used by the Services; (viii) use the Platform to
compete with any Third-Party Products; (ix) copy, disclose, or distribute any information obtained from the Services without
the consent of Aura; or (x) use the Services or any information contained in the Services for any purpose other than for the
specific purpose access to the Services has been granted.
f. Reservation of Rights. Aura reserves all rights not expressly granted to Customer in this Agreement. Except for the limited
rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel,
or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Aura IP.
g. Third Party Links. Certain content, products and services available via the Services may include materials from third parties.
Third-party links on the Services may direct Customers or Authorized Users to third-party websites or content that is not
affiliated with Aura. Aura is not responsible for examining or evaluating the content or accuracy of, and Aura does not warrant
and will not have any liability or responsibility for, any third-party materials, websites or services. Aura is not liable for any harm
or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in
connection with any third-party websites. Complaints, claims, concerns, or questions regarding third-party products should be
directed to the third party.
h. Service Suspension. Notwithstanding anything to the contrary in this Agreement, Aura may temporarily suspend Customer’s
and any Authorized User’s access to any portion or all of the Services if: (i) Aura reasonably determines that (A) there is a
threat or attack on any of the Aura IP; (B) Customer’s or any Authorized User’s use of the Services disrupts or poses a
security risk to Aura or to any other customer or vendor of Aura; (C) Customer, or any Authorized User, is using the Services
for fraudulent or illegal activities; or (D) Aura’s provision of the Services to Customer or any Authorized User is prohibited by
applicable law; or (ii) any vendor of Aura has suspended or terminated Aura’s access to or use of any Third-Party Products
that form part of the Services and/or are required to enable Customer to access the Services (each a “Service Suspension”).
Aura shall use commercially reasonable efforts to (i) provide written notice of any Service Suspension to Customer, (ii) provide
updates regarding resumption of access to the Services following any Service Suspension and (iii) resume providing access to
the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Aura will have no
liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or
any Authorized User may incur as a result of a Service Suspension.
i. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Aura may monitor Customer’s use of the
Services and collect and compile Aggregated Statistics. Customer acknowledges that Aura may compile Aggregated Statistics
based on Customer Data input into the Services. Customer agrees that Aura may (i) use the Aggregated Statistics for the
purposes of improving and enhancing the Service and for other development, diagnostic and corrective purposes in
connection with the Service and the other Aura offerings, and (ii) disclose such data solely in the aggregate and anonymized
form in connection with its business, benchmarking activities and services.
3. Customer Responsibilities.
a. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by
Aura to Customer, whether directly or indirectly, and whether such access or use is permitted by or in violation of this
Agreement. Without limiting the generality of the foregoing, Customer is liable for all acts and omissions of Authorized Users,
and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be
deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware
of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users
to comply with such provisions. Customer will comply with all applicable laws.b. Third-Party Products. Aura may make Third-Party Products and the Services available to Customer via Third-Party Products or
the Services may contain features designed to interoperate with Third-Party Products which are subject to their own terms and
conditions or the applicable flow through provisions. Customer agrees to be bound by the Third-Party Products terms and
conditions to which it may be required to agree by accessing the Services. Third Party Products shall have no warranty,
support or other obligation to Customer.
4. Fees and Payment.
a. Fees. Customer shall pay Aura the fees as set forth in any applicable Order Form.
b. Unless otherwise set out in the applicable Order Form, invoices are due and payable by wire transfer within thirty (30) days of
Customer’s receipt of the invoice, without regard to any delay for purchase order or invoice reference. If Customer fails to
make any payment when due, without limiting Aura’s other rights and remedies: (i) Aura may charge interest on the past due
amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under
applicable law; (ii) Customer shall reimburse Aura for all reasonable costs incurred by Aura in collecting any late payments or
interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days
or more, Aura may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such
amounts are paid in full.
c. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar
assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of
any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer
hereunder.
d. Audit Rights. Customer shall maintain records regarding the use of the Services and shall make such information available to
Aura upon request. Upon reasonable request, Aura shall have the right to audit Customer’s use of the Services, to verify
compliance with the terms of this Agreement, and Customer will promptly pay any underpayment discovered in the course of
such audit, based on Aura’s then-current price list, plus interest.
5. Confidential Information.
a. During the Term, either Party may disclose or make available to the other Party information about its business affairs,
products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary
information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not
marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). With respect to Aura,
Confidential Information also includes Aura IP and any information contained in the Services.
b. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to
the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a
third party; or (d) independently developed by the receiving Party without reference to disclosing Party’s Confidential
Information. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity,
except to the receiving Party’s or its affiliates’ employees who have a need to know the Confidential Information for the
receiving Party to exercise its rights or perform its obligations hereunder.
c. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to
comply with an order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided
that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a
reasonable effort to obtain a protective order (where permitted under applicable law); or (ii) to establish a Party’s rights under
this Agreement, including to make required court filings.
d. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will
expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential
Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive
the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret
protection under applicable law.
e. Customer’s use of the Services is subject to the Privacy Policy available at getaura.ai/privacy-policy.
f. Customer acknowledges that the Services are subject to United States export control and economic sanctions laws,
regulations and requirements and to import laws, regulations and requirements of foreign governments. Customer agrees that
(1) all use, exports, and imports related to this Agreement will be in compliance with these laws and regulations and (2)
Customer shall not allow any third party to export, re-export, or transfer any part of the Services in violation of these laws and
regulations.
g. Each Party acknowledges and agrees that a breach or threatened breach by a Party of any of its confidentiality obligations
would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that
the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and anyother relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that
may be available at law, in equity or otherwise.
h. Customer shall ensure that all Authorized Users comply fully with this Section 5.
6. Intellectual Property Ownership; Feedback.
a. Aura IP. Aura owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Aura IP and, with respect
to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property
Rights, in and to the Third-Party Products.
b. Customer Data. Aura acknowledges that, as between Aura and Customer, Customer owns all right, title, and interest, including
all intellectual property rights, in and to the Customer Data. Customer hereby grants to Aura a non-exclusive, royalty-free,
worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect
to the Customer Data as may be necessary for Aura to provide the Services to Customer.
c. Feedback. If Customer or any Authorized User sends or transmits any communications or materials to Aura by mail, email,
telephone, or otherwise, suggesting or recommending changes to the Aura IP, including without limitation, new features or
functionality relating thereto, or any comments, questions, suggestions (”Feedback”), Aura is free to use such Feedback as it
sees fit. Customer hereby assigns to Aura on Customer’s behalf, and on behalf of its Authorized Users, all right, title, and
interest in, and Aura is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts,
techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Aura is not
required to use any Feedback.
7. Warranties.
a. Limited Warranty. Aura warrants to Customer that the Services will operate in substantial conformity with the applicable
Documentation. Customer’s sole and exclusive remedy for any breach of this warranty shall be, in Aura’s sole discretion and at
no charge to Customer, to use commercially reasonable efforts to correct the reported non-conformity, or if Aura determines
such remedy to be impracticable, to allow Customer to terminate the applicable subscription Term and receive as Customer’s
sole remedy, a refund of any pro-rated fees Customer has pre-paid for use of the Services which Customer has not received
as of the date of the warranty claim.
b. Exclusions. The above warranty shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which
the condition giving rise to the claim first appeared; (ii) if the Services are used with hardware or software not authorized in the
Documentation; or (iii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or
services.
c. Warranty Disclaimer. THE SERVICES, PLATFORM MATERIALS AND ALL AURA IP ARE PROVIDED “AS IS” AND AURA
HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AURA
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE,
OR TRADE PRACTICE. AURA MAKES NO WARRANTY OF ANY KIND THAT THE AURA IP, OR ANY SERVICES OR
RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE
WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE,
SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR
FREE.
8. Indemnification.
a. Aura Indemnification.
i. Aura shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities,
costs (including reasonable attorneys’ fees) (”Losses”) incurred by Customer resulting from any third-party claim, suit,
action, or proceeding (”Third-Party Claim”) that the Services, or any use of the Services in accordance with this
Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly
notifies Aura in writing of the claim, cooperates with Aura, and allows Aura sole authority to control the defense and
settlement of such claim.
ii. If such a claim is made or appears possible, Customer agrees to permit Aura, at Aura’s sole discretion, to (A) modify or
replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to
continue use. If Aura determines that neither alternative is commercially available, Aura may terminate this Agreement, in
its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and
refund of any pro-rated fees Customer has pre-paid for use of the Services which Customer has not received as of the
date of the written notice.iii. This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in
combination with data, software, hardware, equipment, or technology not provided by Aura or authorized by Aura in
writing; (B) modifications to the Services not made by Aura; or (C) Customer Data or (D) Third-Party Products.
b. Customer Indemnification. Customer shall indemnify, hold harmless, and defend Aura from and against any Losses resulting
from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement,
infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or
any Authorized User's (i) negligence or willful misconduct; or (ii) use of the Services in a manner not authorized by this
Agreement; provided that Customer may not settle any Third-Party Claim against Aura unless Aura consents to such
settlement, and further provided that Aura will have the right, at its option, to defend itself against any such Third-Party Claim
or to participate in the defense thereof by counsel of its own choice.
c. Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND AURA’S SOLE LIABILITY AND
OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE,
MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
9. Limitations of Liability.
IN NO EVENT WILL AURA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR
EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND
OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE
DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR
PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR
RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR
SERVICES, IN EACH CASE REGARDLESS OF WHETHER AURA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES
OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL AURA’S
AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE
THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE
EXCEED THE TOTAL AMOUNTS PAID TO AURA UNDER THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE
EVENT GIVING RISE TO THE CLAIM.
10. Term and Termination.
a. Term. This Agreement takes effect on the date Customer first signs an Order Form incorporating these terms and will remain
in effect until all applicable Order Forms have expired or been terminated (the “Term”).
b. Termination. In addition to any other express termination right set forth in this Agreement:
i. Aura may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount
when due hereunder, and such failure has not been cured in accordance with Section 4.f)(iii); or (B) breaches any of its
obligations under Section 5 and 6;
ii. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially
breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured
thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
iii. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other
Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has
filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to
make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee,
custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any
material portion of its property or business.
c. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately
discontinue use of the Aura IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy,
or return all copies of the Aura IP and Aura Confidential Information and certify in writing to the Aura that the Aura IP has
been deleted or destroyed. Aura will delete, destroy or return all Customer Confidential Information in its possession. No
expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration
or termination, or entitle Customer to any refund.
d. Survival. This Section 10(d) and Sections 1, 5, 6, 7, 8(c), 9, 10, and 11 survive any termination or expiration of this
Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
11. Miscellaneous.
a. Marketing. Customer agrees that Aura may disclose Customer as a customer of Aura and use Customer’s name and logo on
Aura’s public facing website and in Aura’s marketing materials.b. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related
Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and
supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written
and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of
this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of
precedence governs: (i) this Agreement, excluding its Exhibits; (ii) the Exhibits to this Agreement as of the Effective Date;
and (iii) any other documents incorporated herein by reference.
c. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”)
must be in writing and addressed to the Parties at the addresses set forth on an executed Order Form. Except as otherwise
provided in this Agreement, a Notice is effective only upon receipt by the receiving Party.
d. Force Majeure. In no event shall Aura be liable to Customer, or be deemed to have breached this Agreement, for any failure
or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any
circumstances beyond Aura’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion,
war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or
passage of law or any action taken by a governmental or public authority, including imposing an embargo.
e. Amendment and Modification; Waiver. Aura reserves the right to modify the terms and conditions of this Agreement
(including its Privacy Policy and Service Level Agreement) without prior notice to the Customer. Such modifications shall be
effective immediately upon posting on Aura’s website at https://www.bain.com/about/terms/aura-terms-and-conditions/.
Although Aura will make commercially reasonable efforts to notify Customer of any such modifications, Customer
understands and agrees that it is Customer’s sole responsibility to review and monitor any changes or updates to the
Agreement by visiting https://www.bain.com/about/terms/aura-terms-and-conditions/. Customer acknowledges and agrees
that continued use of the Services shall constitute acceptance of such modifications. Except as otherwise set forth in this
Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this
Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power,
or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or
privilege.
f. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality,
or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or
unenforceable, Aura shall, in good faith, modify this Agreement so as to effect their original intent as closely as possible in
an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the
greatest extent possible, and use commercially reasonable efforts to notify Customer of any such changes.
g. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal
laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law. In any action, suit, or
proceeding in any jurisdiction brought by any party against any other party, the parties each knowingly and intentionally, to
the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever
trial by jury.
h. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder without the prior written
consent of Aura, which shall not be unreasonably withheld. Any purported assignment or delegation in violation of this
Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its
obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted
successors and assigns.
