Aura Terms of Use

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.”

Definitions

• 1. “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.
• 2. “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.
• 3. “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.
• 4. “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.
• 5. “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.
• 6. “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.
• 7. “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.
• 8. “Platform Material” means all information contained on, or communicated via the Services.
• 9. “Services” means the Aura online platform offering, as further described in the applicable Order Form.
• 10. “Third-Party Products” means any third-party products incorporated into the Services or hosting the Services.

2. Access and Use

• 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.
• 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.
• 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.
• 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.
• Provision of Access. Aura shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
• 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.
• 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.
• 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.
• 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.

3. Customer Responsibilities

• 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.
• 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

• 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.
• Fees. Customer shall pay Aura the fees as set forth in any applicable Order Form.
• 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.
• 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.

5. Confidential Information

• 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.
• 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.
• Customer shall ensure that all Authorized Users comply fully with this Section 5.
• Customer’s use of the Services is subject to the Privacy Policy available at getaura.ai/privacy-policy.
• 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.
• 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 any other 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.
• 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.
• 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.

6. Intellectual Property Ownership; Feedback

• 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.
• 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.
• 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

• 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.
• 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.
• 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

• Aura Indemnification.some text

  • 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.
  • 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.
  • 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.

• 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.

• 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

• 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.

• 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.

• 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”).

• Termination. In addition to any other express termination right set forth in this Agreement:some text

  • 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;
  • 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.
  • 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

11. Miscellaneous

• 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.getaura.ai/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.getaura.ai/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.
• 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.
• 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.
• 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.
• 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.
• 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.
• 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.
• 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.