Tavily Services Agreement

2. The Services.

3. Your Responsibilities.

• Accounts. You and your users (each, a "User") may be required to create an account (which may include a Tavily API security key) (an "Account") to access and use the Services. You (i) may not, and will ensure that Users do not, share Account information (including Tavily API security keys) with any third party, (ii) will keep, and ensure that all Users keep, each Account and all information (including API security keys) secure, and (iii) will only use, and will ensure that Users only use, their Account to access the Services. You are solely responsible for all activity that occurs under your Account and is solely responsible for any and all acts and omissions of Users. Any act or omission of a User will, for purposes of this Agreement, be deemed your act or omission.
• General Use Restrictions. The Services are provided solely for Customer’s business purposes for integration with Customer Applications. Customer will not, in whole or in part: (i) modify, copy, disclose, alter, translate or create derivative works of the Services; (ii) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (provided, that integration of the Services in Customer Applications in accordance with this Agreement will not constitute a violation of this subsection); (iii) decompile, disassemble, decode, translate, or reverse engineer the Services or otherwise attempt to learn the source code, structure, algorithms, or internal ideas underlying the Services or reduce the Services by any other means to a human-perceivable form; (iv) copy, frame or mirror any part or content of the Services; (v) access the Services in order to build a competitive product or service; (vi) overburden the Services (including, without limitation, making excess Tavily API calls) or interfere with or disrupt the integrity or performance of the Services or input, upload, transmit, or otherwise provide any harmful code to or through the Services; (vii) use any data mining, robots, or similar data gathering or extraction methods; (viii) attempt to gain unauthorized access to the Services or its related systems or networks or exceed any Customer user (“User”) limitations or other restrictions set forth on the Order Form with respect to the Services (including, without limitation, restrictions with respect to Tavily API calls); (ix) disclose to any third party any performance information or analysis relating to the Services; (x) remove, alter, or obscure any proprietary notices in or on the Services; (xi) combine or integrate the Services with any software, technology, services, or materials not authorized by Tavily; (xii) design or permit any Customer Applications to disable, override, or otherwise interfere with any Tavily-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (xiii) attempt to cloak or conceal Customer’s identity or the identity of any Customer Applications when requesting authorization to use the Tavily APIs; (xiv) use the Services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities; or (xv) attempt any of the foregoing or cause or permit any individual or entity to do any of the foregoing. Customer will not assert, nor authorize, assist or encourage any third party to assert, against any Tavily or its affiliates, any patent infringement or other intellectual property rights infringement claim regarding the Services.
• Setup Responsibilities.You are solely responsible for obtaining and maintaining, at your expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required by you or any User to access the Services.
• Responsibility for Your Applications and Customer Data. You will monitor the use of your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of your Applications from further use of such Applications. As between you and Tavily, you are solely responsible and liable for your Applications, including, without limitation, for (i) posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of your Applications and (ii) all acts and omissions of your end users in connection with your Applications and their use of any Tavily APIs, if any. Additionally, you are solely responsible for the accuracy, quality, integrity, legality, reliability, security, and appropriateness of all Customer Data (including, without limitation, Customer Input). Tavily is not responsible for performing, and is not liable for failure to perform, any back-up of any Customer Data.

4. Fees.

• General.You will pay Tavily all fees and amounts charged by Tavily for use of the Services (collectively, the "Fees") in accordance with this Section 4.
• Payment.You will pay all Fees by (i) check, (ii) bank wire transfer in immediately available funds to an account designated by Tavily, or (iii) credit or debit card via an authorized payment processor. If by credit or debit card, you authorize Tavily (or its payment processor) to charge your credit or debit card number provided to Tavily and represent and warrant that you are authorized to use and have Fees charged to that credit or debit card. Unless otherwise communicated in writing by Tavily, all payments pursuant to this Agreement: (A) are nonrefundable; (B) will be made in U.S. Dollars; and (C) are exclusive of taxes and duties, which will be paid solely by you (other than taxes based on Tavily's net income). All Fees are payable without setoff, counterclaim, deduction, recoupment, or withholding of any kind for amounts owed or purportedly owed by Tavily under this Agreement, applicable law, or otherwise. The terms of payment specified herein may be subject to Tavily's approval of your credit, and Tavily may at any time revise the specified terms of payment to require payment in advance. Tavily may assess a late charge of the lesser of 1.5% per month or the maximum rate allowed under applicable law for all late payments. You will reimburse Tavily for all costs and expenses (including reasonable attorneys' fees) incurred by Tavily in collecting any past due amounts.
• Modification. Tavily may modify any Fees, in whole or in part, on written notice to you.

5. Confidentiality.

6. Customer Data.

• Ownership.You own and retain all right, title, and interest in and to all Customer Data, including all intellectual property rights therein. You acknowledge and agree that you (not Tavily) have control over Customer Data stored by operation of the Services.
• Use of Customer Data. You hereby grant Tavily and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Customer Data (including providing Customer Data to applicable Third-Party Service Providers (as defined below) and others) to (i) provide, support, monitor, analyze, and improve the Services and improve Tavily's other products and services, (ii) communicate with you about your Account, (iii) comply with applicable laws, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (iv) prevent fraud or misuse of the Services, (v) perform market research, (vi) conduct product research and improvement and development of products and services by Tavily, and/or (vii) for any other lawful purpose. Tavily may expand its use of Customer Data in its discretion if not precluded by applicable laws. Tavily will not be required to transmit or provide you or any third party with Customer Data in any format except as required by applicable laws.
• Rights in Customer Data. You represent and warrant to Tavily that you have the rights, licenses, and permissions necessary to grant the license and use rights in this Agreement and to otherwise provide Customer Data to Tavily for use by Tavily as contemplated by this Agreement and your use of the Services. You are solely responsible for the content, accuracy, integrity, quality, and legality of Customer Data and for ensuring that you have given all notices and disclosures, and obtained all consents and permissions, necessary for (i) you to use the Services (including, without limitation, to send any communications or other information or materials via the Services), (ii) your collection, use and disclosure of Customer Data, and (iii) Tavily to collect, use, and disclose Customer Data. You will not, and will ensure that third parties do not, include in Customer Data or otherwise upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights.

7. Intellectual Property.

• Tavily Ownership. Subject to the rights and licenses granted to you under this Agreement, Tavily owns and will continue to own all rights, title, and interest in and to (i) the Services and Support Services, including, without limitation, any derivative work, enhancement, update, customization, modification, adaptation, alteration, upgrade, new feature, or other improvement thereof or thereto, (ii) all comments, user input, suggestions, comments, and other feedback provided by you or any User with respect to the foregoing ("Feedback"), and (iii) all Usage Data (as defined below). You hereby assign to Tavily all rights (including intellectual property rights), title, and interest in and to all Feedback. Except as expressly set forth in this Agreement, no express or implied license or right of any kind is granted to you regarding the foregoing, including, without limitation, any right to obtain possession of any source code, data or other technical material related to the foregoing.
• Usage Data. Notwithstanding anything to the contrary in this Agreement, you agree that Tavily may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by Tavily resulting from the use or provision of the Services, including information derived from or based on Customer Data ("Usage Data") (i) to perform data analytics, (ii) to monitor, improve, and support the Services, (iii) to design, develop, and offer Tavily products and services, and (iv) for any other lawful purpose. Tavily owns and retains all rights to Usage Data, and no rights are granted to you, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. Tavily has no obligation to provide or make any Usage Data available to you.

8. Indemnification.

9. Disclaimers.

• General Disclaimers. THE SERVICES AND SUPPORT SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. TAVILY DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
• Additional Disclaimers Regarding Output.WITHOUT LIMITING THE FOREGOING DISCLAIMER, TAVILY MAKES NO, AND SPECIFICALLY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES CONCERNING THE ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, SUITABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY OUTPUT, OR THAT ANY OF THE FOREGOING WILL BE NON-INFRINGING OR OTHERWISE COMPLIANT WITH LAW OR MEET YOUR EXPECTATIONS. YOU ACKNOWLEDGE AND AGREE THAT THE OUTPUT IS AT LEAST PARTIALLY DEPENDENT ON AI TOOLS, THE USE OF WHICH MAY RESULT IN THE OUTPUT BEING INACCURATE, UNRELIABLE, INAPPROPRIATE, INFRINGING, INCOMPLETE, OR OTHERWISE UNSUITABLE OR MAY NOT MEET YOUR EXPECTATIONS. ALL OUTPUT IS PROVIDED "AS IS," YOU USE ALL OUTPUT AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR VETTING, EVALUATING, AND USING THE OUTPUT, INCLUDING, WITHOUT LIMITATION, ANY USE OR MODIFICATION OF CUSTOMER APPLICATIONS IN CONNECTION WITH YOUR EVALUATION AND/OR USE OF THE OUTPUT. 10. Third-Party Services.

10. Third-Party Services.

• Definition. Certain Services or features thereof may rely on, interoperate with, or otherwise utilize or leverage products and/or services provided by third parties (such services, "Third-Party Services" and the providers of such services, "Third-Party Service Providers").
• Third-Party Terms; Disclaimer.You are solely responsible and liable for complying with all terms, conditions and policies imposed by Third-Party Service Providers on Third-Party Services ("Third-Party Terms"). Tavily is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between you and the applicable Third-Party Service Provider(s). Tavily does not make any warranties or guarantees with respect to Third-Party Services, including the performance or continued availability of Third-Party Services and Tavily may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling you to any compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to Tavily. Moreover, the performance of Third-Party Services (and Third-Party Service Providers) is outside Tavily's control. TAVILY WILL NOT BE LIABLE FOR, AND TAVILY EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR YOUR COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS, EACH OF WHICH ARE YOUR EXCLUSIVE RESPONSIBILITY AND LIABILITY.
• AI Tools. Without limiting the foregoing, as between the parties, you are solely responsible for your use of AI Tools in connection with the Services (including, without limitation, as used by Tavily to generate Output in connection with Customer Input). You acknowledge and agree that (i) your or Tavily's use of AI Tools may involve access to Customer Inputs by Third-Party Service Providers and that such access may occur pursuant to agreements between Tavily and such Third-Party Service Providers, rather than this Agreement, (ii) such AI Tools are not under the control of Tavily and do not form part of the Services, (iii) Tavily makes no representations or warranties with respect to such AI Tools or any Customer Input or Output provided or generated in connection therewith, and (iv) you use all AI Tools (and any Customer Input or Output provided or generated in connection therewith) at your own risk. You consent and authorize Tavily to share Customer Input and Output with AI Tools to the extent required to perform the Services and acknowledges and agrees that Third-Party Service Providers may not be required to maintain the confidentiality of any Customer Input or Output and may retain certain rights to use or disclose Customer Input and Output, including to further train their algorithmic models.

11. Limitation of Liability.

12. Term and Termination; Effect of Termination or Expiration.

13. Arbitration.

• Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against Tavily, that Tavily has against you, or that you have or Tavily has arising from or relating to this Agreement, the Services, or any aspect of the relationship between you and Tavily as relates to this Agreement, the Services, including any privacy or data security claims (collectively, "Claims," and each a "Claim"), you and Tavily agree to attempt to first resolve the Claim informally via the following process:
  • If you assert a Claim against Tavily, you will first contact Tavily by sending a written notice of your Claim ("Claimant Notice") to Tavily by certified mail addressed to 2051 Frederick Douglass Blvd #5B, New York, NY 10026 or by email to support@tavily.com. The Claimant Notice must (a) include your name, residence address, email address, and telephone number, (b) describe the nature and basis of the Claim, and (c) set forth the specific relief sought.
  • If Tavily asserts a Claim against you, Tavily will first contact you by sending a written notice of Tavily’s Claim ("Tavily Notice"), and each of a Claimant Notice and Tavily Notice, a "Notice") to you via email to the primary email address associated with your account. The Tavily Notice must (a) include the name of a Tavily contact and the contact’s email address and telephone number, (b) describe the nature and basis of the Claim, and (c) set forth the specific relief sought.
  • If you and Tavily cannot reach an agreement to resolve the Claim within thirty (30) days after you or Tavily receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or Tavily first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
• Claims Subject to Binding Arbitration; Exceptions.Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or Tavily, including any disputes in which you or Tavily seek injunctive or other equitable relief for the alleged unlawful use of your or Tavily's intellectual property or other infringement of your or Tavily’s intellectual property rights ("IP Claims"), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 13(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
• Federal Arbitration Act. This Agreement affects interstate commerce, and the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the extent permitted by law. As limited by the FAA, this Agreement, and the AAA Rules (as defined below), the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
• Arbitration Procedure.All Claims must be submitted to the American Arbitration Association (the "AAA") and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA. The then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA’s website (adr.org) (the "AAA Rules"), as amended by this Agreement as follows, will apply to any arbitration between you and Tavily:
  • YOU AND TAVILY AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND TAVILY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against Tavily or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
  • Any in-person appearances will be held in Manhattan, New York.
  • You and Tavily agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Tavily agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
  • The arbitrator's decision will follow this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against Tavily for you.
  • The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against Tavily or against you by the same or coordinated counsel or are otherwise coordinated.
  • In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Tavily understand and agree that when twenty-five (25) or more similar claims are asserted against Tavily or you by the same or coordinated counsel or are otherwise coordinated resolution of your or Tavily 's Claim might be delayed.
  • For such coordinated actions, you and Tavily also agree to the following coordinated bellwether process. Counsel for claimants and counsel for Tavily shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process.
  • A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
  • This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
  • The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Tavily's case is selected for a bellwether process, withdrawn, or otherwise resolved.
  • A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Tavily or you.
• One Year to Assert Claims.To the extent permitted by law, any Claim by you or Tavily relating in any way to this Agreement, the Services, or any aspect of the relationship between you and Tavily as relates to this Agreement or the Services, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and Tavily will not have the right to assert the Claim.
• Opting Out of Arbitration.You have the right to opt out of binding arbitration within 30 days of the date you first accepted this Agreement by providing Tavily with notice of your decision to opt-out via email at support@tavily.com or by certified mail addressed to 2051 Frederick Douglass Blvd #5B, New York, NY 10026. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 14.
• Rejection of Future Arbitration Changes. You may reject any change we make to Section 13 (except address changes) by personally signing and sending Tavily a notice within 30 days of the change via email at support@tavily.com or by certified mail addressed to 2051 Frederick Douglass Blvd #5B, New York, NY 10026. If you do, the most recent version of Section 13 before the change you rejected will apply.
• Severability.If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable: (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 13 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.
• Disputes Outside the United StatesNotwithstanding any terms to the contrary in this Agreement, if you reside in any country outside of the United States, you may bring legal proceedings regarding this Agreement either by following the arbitration procedure detailed above in this Section 13 or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.

9. Disclaimers.

• Entire Agreement.This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and there are no agreements or understandings between the parties, express or implied, except as are expressly set forth in this Agreement.
• Governing Law; Dispute Resolution. This Agreement will be governed in all respects in accordance with the laws of the State of New York, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 13, you expressly agree that federal and state courts located in Manhattan, New York will have exclusive jurisdiction over any action or claim that you bring that arises out of or relating to this Agreement. You expressly consent to personal jurisdiction in any such court and hereby irrevocably waive any objection to or claim of lack of jurisdiction or forum non conveniens.
• Audits.Tavily may, by itself or through an independent third party, audit your use of the Services to verify (i) Fees payable and (ii) that you are otherwise compliant with the terms and conditions of this Agreement. You agree to (A) maintain complete and accurate books, logs, and other records with respect to your use of the Services and (B) provide reasonable access to your systems, books, logs, and other records for purposes of conducting these audits.
• Miscellaneous.This Agreement may not be modified or amended except by a writing signed by both parties. If any provision of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable as though such void or unenforceable provision were absent on the date of its execution. The relationship between the parties is that of independent contractors, and neither party has authority to contract for or bind the other party in any manner whatsoever. Notwithstanding any terms to the contrary in this Agreement, you consent to Tavily's use of your name and logo on Tavily's website and on Tavily's promotional and marketing related materials, identifying you as a customer of Tavily and/or describing your use of the Services. You may not assign, transfer or delegate this Agreement, nor any right or duty under this Agreement, by merger, acquisition, operation of law, or otherwise, without Tavily's prior written consent, and any attempted assignment, transfer, or delegation with such consent will be void and without effect. By using the Services, you agree (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting Tavily's notification rights elsewhere in this Agreement, Tavily may issue notices to the email or other address provided by you to Tavily, and (d) that such notice will be effective on delivery. Notices to Tavily, including termination notices, must be delivered to support@tavily.com or by certified mail to 2051 Frederick Douglass Blvd #5B, New York, NY 10026. Such notice will be effective on receipt. Tavily is excused from performance of this Agreement and will not be liable for any delay in whole or in part caused by any event outside of its control. Each party has had the opportunity to review this Agreement with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.