Developer Terms of Service

DEVELOPER TERMS OF SERVICE

These Developer Terms of Service (" Terms") are entered into by and between Torii Software, Inc. (if Developer is located within the United States) or Torii Labs Ltd. (if Developer is located outside the United States), together with its affiliates (hereinafter " Torii"), and the individual or entity accepting these Terms (" Developer") (each, a " Party" and collectively, the " Parties"). For the avoidance of doubt, if Developer uses Torii's SaaS management services (the " Services") as a customer, such use remains subject to Torii's Service Agreement located at https://www.toriihq.com/terms, or such other agreement between the Parties that governs Developer's use of the Services (the " Service Agreement").

By accessing or using the Developer Platform or any other website offered by Torii through the foregoing, Developer agrees to be bound by these Terms. Developer represents that it has the legal capacity to access and use the Developer Platform. To the extent that it is entering into these Terms on behalf of a company, organization or another legal entity, Developer agrees to these Terms on behalf of the entity it represents and represents to Torii that it has the authority to bind such entity to these Terms, whereupon the term "Developer" or related capitalized terms used in these Terms will refer to such entity. If the Developer does not have such authority, or does not agree with these Terms, the Developer may accept these Terms and may not access or use the Developer Platform or any other website offered by Torii through the foregoing.

Torii may update these Terms from time to time. It is Developer's responsibility to review the latest terms and if Developer does not agree with the then-current Terms, Developer's sole and exclusive remedy is to close its Developer Account within the Developer Platform and cease all further use of the Developer Platform. The continued usage of Developer Platform will amount to deemed acceptance of the then-current Terms.

Access to and Use of the Developer Platform.
Developer Platform. " Developer Platform" means the Torii Developer Platform made available to Developer at: developers.toriihq.com, which includes:

documentation and templates made available to Developer by Torii (" Documentation"), and any updates, upgrades, modifications, additions, and versions thereto;
script libraries, recipes, and/or instructions made available to Developer by Torii on the Developer Platform or elsewhere, and any updates, upgrades, modifications, additions, and versions thereto (" Libraries");
the Torii or third-party application programming interfaces, software development kits, or other integration materials developed, enabled, and/or made available by Torii on the Developer Platform, and any updates, upgrades, modifications, additions, and versions thereto (the " APIs");
other Torii materials provided to Developer via the Developer Platform website, and any updates, upgrades, modifications, additions, and versions thereto (" Torii Materials"); and
blogs and forums where developers can post and seek advice and help regarding Integrations (the " Developer Community").
1. Limited License. Subject to Developer's ongoing compliance with these Terms, including without limitation, all license limitations, restrictions, and permissions, Torii grants Developer the following limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to copy, use, and (where applicable) authorize Developer's employees to use the Documentation, Libraries, and Torii Materialssolely in connection with internal and non-commercial developing, testing, and operating integrations between Developer's applications and the Torii SaaS management service for Developer's internal use (" Integrations").Notwithstanding anything herein, the foregoing license rights are limited to the development and distribution of Integrations solely for the purpose of accessing or interfacing with the Torii's SaaS management service and any available product offerings, updates, modifications, and/or improvements related thereto (the "Service(s)"), for internal and non-commercial purposes, all as and to the extent permitted in the Documentation (the " Permitted Purpose"). Developer may not use the Developer Platform in breach of these Terms. To the extent Developer wishes to use the Documentation, Libraries, and/or any other Torii Materials for any purpose other than the Permitted Purpose, Developer must enter into a written agreement with Torii governing such transaction.
2. Developer Account. Developer shall create an account in the Developer Platform (the " Developer Account"). All information that a Developer submits to the Developer Account must be accurate and current. Developer consents to the collection by Torii of all electronic data, text, messages or other materials submitted to the Developer Platform by Developer through the Developer Account, the Developer Platform, or otherwise collected by Torii pertaining to Developer or its business from public or other lawful means (" Developer Data"), which may include limited personal data of Developer as needed for profile management, account administration, support, and general use of the Developer Platform. Collection and use of the Developer Data is per these Terms and Torii's privacy notice located at www.toriihq.com/privacy (the " Privacy Policy ). If Torii has grounds to suspect that a Developer Account is untrue, inaccurate, fraudulent, misleading, or materially incomplete, Torii may suspend or terminate the Developer Account at its discretion. It is each Developer's responsibility to maintain the confidentiality of the Developer Account login credentials and not share such login credentials. Developer is responsible for all activities that occur within the Developer Account.
3. Changes to Developer Platform. Torii reserves the right to modify the Torii Developer Platform from time to time. Torii may, but is not obligated to, take commercially reasonable steps to notify Developer of such modifications. Notifications of such modifications may be through the Developer Platform or through communications as specified in these Terms. In the event that Torii does not notify Developer in advance of such modifications, Developer's continued use of the Torii Developer Platform will constitute acceptance of such modifications. Developer acknowledges and agrees that such modifications may affect how the Integrations work and agrees that neither Torii nor any third parties will have any liability towards Developer or the end users if such modifications affect the use of the Integrations, including but not limited to, rendering the Integrations inaccessible.

Restrictions. Except as specifically permitted herein, without the prior written consent of Torii, Developer must not, and shall not allow any third party to, directly or indirectly: (a) redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify, or otherwise use or exploit in any manner any portion of the Developer Platform, except as expressly provided herein; (b) distribute, deploy, or otherwise utilize Integrations for any purpose other than to facilitate Integrations with the Services; (c) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation; (d) disassemble, decompile, reverse engineer, decrypt or, attempt to derive the source code of the Developer Platform or Services or any components thereof, or otherwise attempt to discover the Developer Platform's or Services' source code or underlying algorithms or interfere or attempt to interfere with security-related features of the Developer Platform or Services; (e) remove, obscure, interfere with, or circumvent any Developer Platform feature, including without limitation, any copyright or other intellectual property notices, security, or access control mechanism; (f) take any action that could subject the Developer Platform (or any part) to third-party terms, including without limitation "open source" software license terms; (g) copy, frame, or display any elements of the Services through Integrations, except as expressly authorized by Torii in writing; (h) access or use the Developer Platform if Developer is a competitor of Torii, for competitive intelligence purposes product evaluation benchmarking or other comparative analysis, or to develop a competing service or copying the Development Platform's features or interface; (i) suggest any affiliation with Torii, including any suggestion that Torii sponsors, endorses, or guarantees any Integration, or make any representations, warranties, or commitments regarding Torii or on behalf of Torii (including with respect to the Services or Developer Platform); (j) use any robot, spider, scraper, or other automated means to access or monitor the Developer Platform or Service for any purpose, and/or transmit any malicious code (e.g., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with Torii's Developer Platform or Services; (k) use the Developer Platform for any purpose other than for it was expressly designed; (l) export, make available or use the Developer Platform or Services in any manner prohibited by applicable laws (including without limitation export control laws, restrictions, national security controls, economic sanction laws, or regulations of the United States or other applicable foreign agency or authority); (m) post, publish, or otherwise make available on or about the Developer Platform, any content, text or information that is abusive, harassing, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive; (n) disclose results of any benchmark or other performance tests related to the Developer Platform to any third party; (o) use the Developer Platform in a proof of concept, evaluation, production or other environment for prospects or customers, and/or (p) distribute, sell, sublicense, rent, lease or provide access to the Developer Platform, or use or provide the Developer Platform (or any portion thereof) for time sharing, hosting, service provider or similar purposes.
Intellectual Property Rights.
Torii Property. The Developer Platform and Services are not for sale and are Torii's sole property. As between Developer and Torii, all components of the Developer Platform, including all intellectual property rights therein and thereto, or otherwise derived therefrom, including any and all intellectual property created by the use of the Developer Platform, are the sole and exclusive property of Torii, its affiliates, and/or licensors. Torii reserves all rights not expressly granted in these Terms. Developer does not acquire any right, title, or interest to the Developer Platform, whether by implication, estoppel, or otherwise, except for the limited rights set forth herein. Torii may monitor Developer Platform usage and limit Developer's access to the Developer Platform, including the number of calls or requests Developer may make. Torii may limit Developer's use of the Developer Platform in its sole discretion, especially if it believes Developer's usage is in breach of these Terms, may negatively affect the Developer Platform, or may otherwise impose liability on Torii.
Customer Data. A customer or end user of the Services and the Integrations may access, retrieve, transmit, upload, post, delete, collect, maintain, use, store, or otherwise process (collectively, " Process") certain of their data, content, or information, including personally identifiable information, through Integrations (" Customer Data") for their further use and in accordance with the Service Agreement. With respect to such Customer Data (including from third-party services), Developer agrees:
to Process Customer Data only to the extent enabled by such end user and to ensure that all Customer Data is Processed in Integrations in accordance with: (1) Developer's Terms with the customer or end user, a legally adequate privacy policy, and appropriate contextual notices to and consents from end users; (2) all applicable laws; (3) all applicable policies and terms and conditions of any Third-Party Software (defined below) or third-party services accessed or linked to Process any User Data; and (4) appropriate measures that protect the privacy and security of Customer Data;
to use Customer Data only to provide Integrations, and not to transfer or sell Customer Data for other purposes (e.g., targeting ads, market research, email campaign tracking, and other unrelated purposes);
to access only Customer Data necessary to implement and maintain Integrations.
Developer hereby grants Torii a non-exclusive, royalty free, irrevocable license to use Customer Data for the purpose of operating the Developer Platform and provide the Services, as well as for further development of the Developer Platform, Services and related technology.
Analytics Information. Notwithstanding anything to the contrary in these Terms, Torii may collect and analyze data deriving from or relating to the provision, use, or performance of the Developer Platform, Integrations, and related systems and technologies (" Analytics Information"). Developer acknowledge and agree that Analytics Information is not and will be owned by Torii and may be used by Torii for any purpose.
Feedback. If prior or during the Term, Torii receives any feedback (e.g., questions, feature requests, recommendations, comments, suggestions or the like) regarding the Developer Platform or the Services, or posts in the Developer Community (" Feedback") from Developer, all rights, including intellectual property rights, in such Feedback shall belong exclusively to Torii. Torii may use such Feedback for any purpose. Developer hereby irrevocably transfers and assigns to Torii all intellectual property rights it has in Feedback and waives any and all moral rights Developer may have in respect thereto.
Developer Property. Except for the rights expressly granted to Torii under these Terms, all right, title and interest, including all intellectual property rights, in and to Developer's applications, software, name, logo, and marks belong to and remain exclusively with Developer and its licensors.
Payment.
The Developer acknowledges and agrees that, while use of the Developer Platform is currently provided without any fees or charges, Torii reserves the right to introduce fees or charges for use of the Developer Platform (in whole or in part) in the future. Any such fees or charges, if implemented, will be communicated to the Developer with a reasonable notice period in advance. The Developer shall have the option to accept and continue using the Developer Platform under the new fee structure or withdraw their participation without penalty.
Developer's Rights and Obligations.

5.1. Integrations and End Users. Developer is solely responsible, at Developer's own expense, for: (i) Integrations and their distribution, operation, and support; (ii) Developer's own relationships and Terms with end users regarding their use of Integrations; (iii) the security of Integrations; and (iv) Integrations' compliance with all applicable laws, third-party policies, and terms and conditions.

5.2. Third-Party Software and Open-Source Software. The Developer Platform may be provided in conjunction with other components, including third-party software (" Third-Party Software") provided under separate license terms (the " Third-Party Terms") and certain sample code separately licensed under open-source licenses (" Open-Sourced Sample Code"), as described in more detail in the Documentation. Developer's use of the Third-Party Software and Open-Sourced Sample Code in conjunction with the Developer Platform is subject to the Third-Party Terms or terms of the open-source license governing such Open-Sourced Sample Code, as applicable, and not these Terms.

5.3. Developer's Representations, Warranties, and Covenants. Developer represents, warrants, and covenants that:

5.3.1. Developer has full power and authority to enter into and perform these Terms without violating any other terms or undertaking;

5.3.2. Integrationsand their use will not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations;

5.3.3 Developer will take reasonable measures to maintain the functionality, quality, availability, and security of Integrations and ensure Integrations meet the standards set forth in the Developer Platform, as may be updated from time to time.

5.3.4. Developer is engaged in the development of software applications (i.e., Integrations) and has the authority to integrate Integrations with the Services; and

5.3.5. Integrations will not facilitate any violation of the regulations of the U.S. Department of Commerce, or any other export or import restrictions, laws, or regulations of the United States, and Developer is not located in, underthe control of, or a national or resident of any country to which the United States has embargoed goods or services.

5.4. Violation of Terms. Developer will immediately notify Torii in writing if Developer become aware of third parties using the Developer Platform or Integrationsother than in connection with the Services or otherwise in violation of these Terms, and Developer will use best efforts to cause such third parties to cease such use. Developer agree that Torii will have the right (but not the obligation) to take action against such third party, including by enforcing any intellectual property rights in Integrations against such third party. Developer will cooperate with Torii in connection with any such action, including, if necessary, by being joined as a party to such action.

Term and Termination.

6.1. These Terms will remain in effect until terminated. Developer may terminate the Terms by written notice to Torii and ceasing all use of or access to the Developer Platform. Torii may terminate these Terms at any time for any reason, including without limitation, any actual or suspected misuse or abuse by Developer of the Developer Platform or any violation of these Terms. Following any termination of these Terms, Developer must immediately cease: (a) using the Developer Platform and destroy all copies of any Developer Platform components in Developer's possession; and (b) accessing any content, data, or information submitted to Torii relating to the Developer Platform. Torii will have no obligation or liability resulting from the termination of these Terms as permitted above. The provisions of these Terms that, by their nature and content, are intended to survive the termination of these Terms to achieve the fundamental purposes of these Terms shall so survive.

6.2. In addition to Torii's other rights in these Terms, Torii reserves the right to take down any Integration or suspend or terminate Developer's access to the Developer Platform or the Developer Account, if Torii believes that Developer has violated these Terms. Unless legally prohibited from doing so, Torii will use commercially reasonable efforts to contact Developer directly via email to notify Developer when taking any of the foregoing actions, and, for breaches or violations capable of being cured by Developer, provide Developer with an opportunity to cure such breach within fifteen (15) days from notification by Torii to Developer (unless a shorter cure period is required by Torii to mitigate imminent and material damage to Developer, Torii, the Developer Platform). If the breach remains uncured for more than fifteen (15) days from the date of such notification (or the cure period determined by Torii in accordance with the preceding sentence), Torii will terminate the Developer Account and disable Developer's Developer Account and Integrations. Torii will not be liable to Developer or anyone for any claims relating to, suspension or termination consistent with these Terms. Any suspected fraudulent, abusive, or illegal activity by Developer may be referred to law enforcement authorities in Torii' sole discretion.

Disclaimers. THE DEVELOPER PLATFORM (INCLUDING WITHOUT LIMITATION ALL ASSOCIATED DOCUMENTATION, MATERIALS, LIBRARIES, AND APIs) IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TORII DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. TORII EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE DEVELOPER PLATFORM AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE DEVELOPER PLATFORM OR THE QUALITY OR CONSISTENCY OF THE DEVELOPER PLATFORM OR RESULTS OBTAINED THROUGH ITS USE. TORII HAS NO OBLIGATION TO PROVIDE MAINTENANCE OR SUPPORT FOR THE DEVELOPER PLATFORM (OR TO END USERS OF INTEGRATIONS) OR TO FIX ANY ERRORS OR DEFECTS. TORII MAY CHANGE THE DEVELOPER PLATFORM OR SERVICES (AND FUTURE VERSIONS MAY NOT BE COMPATIBLE WITH INTEGRATIONS DEVELOPED USING PREVIOUS VERSIONS) IN ITS SOLE DISCRETION AND TORII WILL HAVE NO LIABILITY RESULTING THEREFROM.
Limitation of Liability. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, UNDER NO CIRCUMSTANCES SHALL TORII BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OR INABILITY TO USE THE DEVELOPER PLATFORM (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER). IN NO EVENT WILL TORII'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS EXCEED THE GREATER OF AMOUNTS PAID BY DEVELOPER FOR USE THE DEVELOPER PLATFORM, IF ANY, OR USD $100. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND/OR EVEN IF TORII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ANY JURISDICTION THAT DISALLOWS ANY EXCLUSIONS OF WARRANTIES OR LIMITATION OF LIABILITY, TORII'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT ALLOWED BY LAW.
Indemnification.Developer shall indemnify, defend, and hold Torii and its affiliates, officers, directors, suppliers, licensors, and customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of any claim or allegation: (a) that the Integration infringes any intellectual property or personal right of a third party; (b) relating to the functionality of, the use of, or the inability to use the Integration, including any claims of product liability or misleading advertising related to the Integration; or (c) Developer's use of the Developer Platform in breach of these Terms ("Claim(s)"). In the event of a potential indemnity obligation under this Section, Torii will: (x) promptly notify Developer in writing of the claim; (y) allow Developer the right to control the investigation, defense, and settlement (if applicable) of such claim at the indemnifying party's sole cost and expense, or, if Developer fails to do so within a reasonable time, assume such defense itself at Developer's cost and expense; and (z) upon request of Developer, provide all necessary cooperation at Developer's expense. Failure by Torii to notify Developer of a Claim will not relieve Developer of its obligations under this Section, however, Developer will not be liable for any litigation expenses that Torii incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to Developer in accordance with this Section. Developer may not settle any claim that would bind Torii to any obligation (other than payment covered by Developer or ceasing to use infringing materials) or require any admission of fault by Torii, without Torii's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.
Confidentiality. Each Party may have access to certain non-public and/or proprietary information of the other Party disclosed before or during the Term of these Terms, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, or other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the " Confidential Information"). The Documentation and the Developer Platform are Torii's Confidential Information hereunder. Notwithstanding the foregoing, Confidential Information shall not include information or data that: (a) was already known to the receiving Party prior to disclosure and such prior knowledge can be demonstrated by the receiving Party; (b) is independently developed by or for the receiving Party without reference to or use of the Confidential Information which can be demonstrated by receiving Party by dated, written records; (c) which at the time of disclosure by the disclosing Party is generally available to the public or thereafter becomes generally available to the public other than through a breach of any obligation under these Terms caused by an act or omission on the part of the receiving Party. Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except to exercise rights or fulfill obligations, in each case as expressly permitted under these Terms or by applicable law, except that the receiving party may use or disclose the disclosing party's Confidential Information under the following circumstances: (w) to its employees, contractors, or agents to the extent necessary for them to perform a Party's obligations hereunder; (x) in confidence, to legal counsel, accountants, banks, and financing sources in connection with an actual or proposed merger, acquisition, or similar transaction; (y) in connection with the enforcement of these Terms; and (z) as required to comply with a valid legal demand (it being understood such demand may include Customer Data); provided, that in any event, to the extent legally permissible, the Party subject to the demand gives the other Party notice and reasonable cooperation in contesting the demand. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party. The provisions of this section will supersede any non-disclosure Terms by and between the Parties entered into prior to these Terms that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such prior Terms will have no further force or effect with respect to the foregoing. The receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving Party, the disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Miscellaneous

11.1. These Terms represents the complete Terms concerning Developer's use of the Developer Platform and supersedes all prior and contemporaneous Terms concerning subject matters addressed herein. In the event of a conflict between these Terms, the Privacy Notice, the order of precedence will be, first, the Privacy Notice, second, these Terms.

11.2. Notices required to be sent hereunder shall be sent in writing and delivered to a party at the address set forth in the signature block below, provided that notices about the Developer Platform may be sent by email or via the Developer Platform.

11.3. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

11.4. Any use of the Developer Platform by an agency, department, or other entity of the United States government shall be governed solely by the terms of these Terms.

11.5. The Developer Platform, Services, and components and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions and agrees to comply with all such laws and regulations as they relate to the access to and use of the Developer Platform. Developer represents and warrants that neither it nor its parents or controlling shareholders is named on any U.S. government or other applicable restricted-party list, and Developer will not, and will not permit any third party to: (a) access or use the Developer Platform in a U.S.-embargoed or U.S.-sanctioned country or region; (b) access or use the Developer Platform if Developer is named on any U.S. government or other applicable restricted-party list; (c) place any information in the Developer Platform that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use the Developer Platform for any purpose prohibited by the United States or applicable international import and export laws and regulations.

11.6. The provisions of these Terms are only for reliance upon and the benefit of Developer and Torii and its licensors, and confer no rights or remedies on any other person or entity.

11.7 Developer may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Torii. Any attempted assignment in violation of the foregoing sentence will be null and void.

11.8.Developer acknowledges that the limitations and restrictions in these Terms are necessary and reasonable to protect Torii and its Affiliates. Developer expressly agrees that monetary damages may not be a sufficient remedy for Developer's breach of these Terms. Accordingly, Developer agrees that Torii will be entitled to seek temporary or permanent injunctive relief against any violation or threatened violation of such limitations or restrictions in any court of competent jurisdiction.

11.9. These Terms shall be governed by and construed under the laws of the State of New York, without regard to principles and laws relating to the conflict of laws or the United Nations Convention on the International Sale of Goods. The competent courts of the state of New York shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms.

11.10. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties.

11.11. Torii will not be liable for any delay or failure to provide the Developer Platform resulting from circumstances or causes beyond the reasonable control of Torii (a " Force Majeure Event"), including, but not limited to, widespread internet outage, denial of service attack, war, act of terrorism, insurrection, acts of God, or acts of civil or military authority.

11.12. These Terms may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Terms. These Terms have been negotiated and approved by the parties and, notwithstanding any rule or maxim of law or construction to the contrary, any ambiguity or uncertainty will not be construed against either of the parties by reason of the authorship of any of the provisions of these Terms.

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