Datavault Product Terms of Service

These Product Terms of Service (“Terms”) are provided by Datavault AI Inc. and its affiliates (collectively, “Datavault,” “we,” “our,” or “us”), and govern your, or any entity you represent or are authorized to act on behalf of (“you”), access and use of the Datavault AI Information Data Exchange® (“IDE”) and our other specialized exchanges that enable users to connect, sell, buy, exchange, license, tokenize, and monetize data assets and rights (including name, image, likeness, and other real-world assets) (collectively, the “Product”).

Participation in specific exchanges accessed through the Product may be governed by additional terms (“Supplemental Terms”). These Supplemental Terms will be provided for your review and acceptance when you request access to or use the relevant exchange. If there is a conflict or inconsistency between these Terms and any Supplemental Terms, the Supplemental Terms shall govern your access and use of the respective area or functionality of the Product.

PLEASE CAREFULLY READ THESE TERMS PRIOR TO USING THE PRODUCT. THESE TERMS AFFECT YOUR LEGAL RIGHTS, INCLUDING A CLASS ACTION WAIVER PROVISION THAT REQUIRES THE PARTIES TO RESOLVE ALL DISPUTES ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES RELATING TO THE OPERATION OR USE OF THE PRODUCT (SEE SECTION 15 BELOW).

These Terms may change over time, in which case we will post the modified Terms on this page and change the Effective Date. Your continued use of the Product following a change to these Terms signals your acceptance of the modification(s).

By accessing and/or using any part of the Product, you: (1) represent that you are the age of majority in your jurisdiction and have the authority to bind yourself and/or the company you represent to these Terms; (2) acknowledge, accept, and agree to be bound by these Terms; and (3) consent to the collection, use, and disclosure of your personal information in accordance with the Product Privacy Notice, which is hereby incorporated and made part of these Terms. By accessing or using the Product, you represent and warrant that you or any entity you own or control, or, if you are authorized to act on behalf of an entity, the entity that you are authorized to act on behalf of, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to lists maintained by the United Nations Security Council, the U.S. Government (including without limitation, the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority, and not located in any country to which the United States has embargoed goods or has otherwise applied any sanctions.

If you do not agree to these Terms, do not use the Product.

1. Intellectual Property; Limited License

The Product may contain (1) materials and other items relating to us and our services, including information, text, data, databases, instructions, articles, scripts, designs, graphics, layout, files, images, illustrations, photographs, sound recordings, audio and visual clips, advertising copy, URLs, technology, software, opportunities, features, and the “look and feel” of the Product; (2) logos, service marks, trademarks, trade names, trade dress, and trade identities of various parties, including us; and (3) other forms of intellectual property (all such materials, and any compilation, collection, or arrangement thereof, collectively the “Content”). Content does not include content and materials created, submitted, posted, displayed, transmitted, performed, published, or distributed by End Users through or in connection with the Product, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, and tokenized assets (such as enterprise data; names, images, likeness rights; or real-world assets) (collectively, “User Data”).

All Content is either owned by Datavault or licensed from third parties, and is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries. You may not copy or otherwise use any of the Content except as expressly authorized by these Terms. You acknowledge and agree that you do not acquire any ownership interest in the Product or its Content by virtue of accessing or using the Product or its Content. Any rights not expressly granted herein are hereby reserved.

Datavault grants you a limited, non-exclusive, revocable, and non-transferrable license to access or use the Product and its Content solely for your personal use and in accordance with these Terms. We reserve all other rights.

While Datavault strives to keep the Content that we post in the Product accurate, complete, and up-to-date, we cannot and do not guarantee, represent or warrant that any of the Content in the Product is accurate, complete, timely or applicable to you. We will use reasonable efforts to include accurate and current information in the Product, but there may be occasions when information in the Product contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, availability, and other matters. We reserve the right to correct any errors and to update information in the Product at any time.

2. Account Registration and Termination

To access the Product, you will need to register for an account with an email and password. You may also register for an account using third-party platform accounts, such as Apple, Facebook, or Google. Datavault is not responsible for any loss or damage related to your use of a third-party platform account to access the Product. By registering for an account, you agree that all information you have provided and will provide about yourself is accurate, current, and complete.

To engage in activities using the Product, such as selling, purchasing, exchanging, licensing, tokenizing, and otherwise monetizing User Data (collectively, the “Product Activities”), users with accounts (“End Users”) must complete identity verification. We use third-party service providers to verify your identity. Our identity verification procedures may include (without limitation): (1) providing personal information, including your full name, date of birth, nationality, legal domicile, current residential address, and contact details; and (2) providing copies of identity documents (such as your passport, national identity card, or driver’s license).

You are responsible for protecting your account access credentials, and you understand and agree that you are responsible for all activity associated with your account, including any and all statements made, and acts or omissions that occur, through your account.

If you have any reason to believe or become aware of any unauthorized access to or use of your account, please notify us immediately at privacy@dvlt.ai. Any actions taken, or communications sent, from your account will be assumed to have been authorized by you.

Datavault may terminate or suspend access to your use of the Product at any time and for any reason at our discretion, including where we determine: (1) you have violated these Terms, (2) termination appears necessary to ensure user safety, (3) termination is necessary for legal compliance reasons, or (4) termination appears necessary to protect the rights or property of us or others.

You may also request that we delete your account by contacting datavaultsupport@dvlt.ai. Please be advised that for security and privacy reasons we may request information to verify your entity in order to process these requests.

3. Availability

The Product (and the Content) may be unavailable from time to time for any reason, including for routine maintenance. You understand and acknowledge that, due to circumstances both within and outside of our control, access to the Product may be interrupted or suspended from time to time.

4. Product Activities

End Users may engage in Product Activities with each other. By engaging in Product Activities, End Users acknowledge and agree that: (1) Datavault is not a party to any agreement between End Users and does not negotiate, endorse, or guarantee any activities between End Users; (2) activities between End Users may need to be reported; (3) all End Users that are parties to the Product Activity agree to pay any fees associated with performing the Product Activity, including fees charged by End Users (“Product Activity Fee”) and fees charged by us (“Datavault Fee”); and (4) End Users are responsible for all federal, state, and local taxes or other governmental assessments associated with transactions conducted through the Product, and we do not and shall not withhold, collect, or remit any taxes on your behalf unless required by law.

An End User that is acting as a buyer may not exchange or return User Data once the offer has been accepted by the End User acting as a seller. Subject to smart contract limitations, End Users can change the Product Activity Fee for their User Data at any time through their profiles. However, End Users must honor the original Product Activity Fee if the fee is changed after a request and payment. Likewise, we reserve the right to change the Datavault Fees or the payment procedures, including payment options and terms, either immediately upon posting in the Product or by other notice to you.

If a Product Activity is requested but not completed, the entire charge will be refunded as a credit to the End User’s account for use on future purchases in the Product. Credits may only be used for a purchase of the exact amount or an amount lower than the credit available; any purchase over the amount of credit the End User has available will be charged in full to their payment method.

End Users may also request a refund back to the original payment method for any Product Activities that have been requested, but not completed, by emailing us at opsdvlt@dvlt.ai. Please note that any refunds back to the original payment method shall incur up to a ten percent (10%) processing charge on the amount refunded.

We reserve the right to cancel any Product Activity request if (1) the payment method is declined, or (2) the End User requesting the Product Activity has previously been banned or removed from the Product for any reason. If we cancel the Product Activity, any related fees will be refunded to the original payment method, subject to our refund policies.

An End User acting as a buyer may not resell any User Data or Product Activity.

5. Taxes

You will be solely responsible for paying any and all sales, use, value-added, and other taxes, duties, and assessments (except taxes on Datavault’s net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Product.

6. Acceptable Use

In connection with your use of the Product (including your participation in Product Activities), you agree that you will not:

• Use the Product or its Content for any unlawful purpose in violation of local, state, national, or foreign laws.
• Engage in any activity that is fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, harmful, violent, abusive, hateful, offensive, harassing, or otherwise objectionable to us.
• Attempt to disable, hack, or otherwise interfere with the proper functioning of the Product.
• Harvest, scrape, reverse engineer, derive a work, or modify any information from the Product or its Content.
• Attempt to bypass any robot exclusion headers or circumvent any other measures that we have put in place to restrict or prevent access to all or parts of the Product.
• Infringe any of Datavault’s rights, or the rights of any third party, including intellectual property rights and misappropriation of name, image, likeness, or endorsement.
• Impersonate another individual or otherwise misrepresent your identity.
• Use the Product or its Content to suggest an unauthorized association with us.
• Transmit any software or other materials that contain any type of malware, including viruses, worms, Trojan horses, or other rogue programming.
• Change or delete any proprietary notices from materials downloaded or printed out from the Product.
• Attempt any actions that otherwise violate these Terms.

We reserve the right to terminate your access to all or part of the Product, in our sole discretion and without notice or liability, for any reason, including breach of these Terms. Violation of these Terms may result in civil or criminal liability. We may investigate potential violations, cooperate with law enforcement, and/or pursue prosecution of users who may be involved in such violations.

7. User Data

By submitting User Data, you grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, analyze, distribute, display, perform, and prepare derivative works from your User Data for: (1) operating the Product; (2) institutional compliance and reporting; and (3) marketing and improving the Product. You warrant that you have the right to grant these rights. Datavault may sublicense these rights as necessary to third parties.

You represent and warrant that, for all User Data you use to participate in Product Activities:

• You own or otherwise control all necessary rights to engage in Product Activities and to meet your obligations under these Terms.
• Such User Data’s data lineage has been confirmed and engaging in Product Activities complies with all applicable laws.
• Such User Data is accurate, appropriate, and legal.
• Use of any such User Data (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe or misappropriate any intellectual property rights of any third party.

You are solely responsible for your User Data, which may not be removable once published. You assume all risks associated with your User Data, including anyone’s reliance on its quality, accuracy, or reliability. You may not imply that your User Data is sponsored or endorsed by us in any way.

Datavault takes no responsibility and assumes no liability for any User Data provided by you or any third party. We cannot promise that the User Data provided through our Product will always be available, accurate, complete, and up-to-date. You agree that we are not responsible for examining or warranting the listings or content provided by third parties through our Product, and that you will not attempt to hold us or our data providers liable for inaccuracies.

We may analyze, alter, modify, or remove entirely your User Data, in our sole discretion and without requiring notice or consent from you.

Datavault does not seek any unsolicited ideas or materials for products, services, or suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, apps, products, services, books, scripts, software, or otherwise (collectively, “Unsolicited Ideas and Materials”). By posting or submitting any Unsolicited Ideas and Materials via the Product, you hereby grant Datavault a worldwide, irrevocable, royalty-free, sublicenseable and transferrable license to use Unsolicited Ideas and Materials for any purpose. Datavault’s receipt of your Unsolicited Ideas and Materials is not an admission by us of their novelty, priority, or originality, and it does not impair our right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

8. Procedure For Alleging Copyright Infringement

If you are a copyright owner who would like to send us a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) to identify content or material posted in the Product that is infringing that you would like removed from the Product, or if you are a user whose work has been removed in response to such a notice of infringement and would like to file a DMCA counter-notice, you may submit such notice to us by emailing privacy@dvlt.ai with the subject line “DMCA Copyright Infringement Notice.” The DMCA notice should include the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and we may elect to remove allegedly infringing material that comes to our attention via notices that do not substantially comply with the DMCA. We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification. Without limiting our other rights, we may, in appropriate circumstances, terminate a repeat infringer’s access to the Product and any other website owned or operated by us.

If access in the Product to a work that you submitted is disabled or the work is removed as a result of a DMCA Copyright Infringement Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may submit a DMCA Counter-Notification to us by emailing privacy@dvlt.ai with the subject line “DMCA Counter-Notification.” The DMCA notice should include the following:

• A description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the full URL of the page(s) in the Product from which the material was removed or access to it disabled);
• A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
• Your full name, address, telephone number, email address, and the username of your account;
• A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S., to the jurisdiction of the State of Delaware), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
• Your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. We may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

Datavault’s approach to addressing repeated instances of copyright infringement is further described in our Repeat Infringer Policy.

9. Confidentiality

Please be aware that information transmitted over the Internet may not be secure and confidentiality cannot be guaranteed. Information of a confidential, proprietary, or privileged nature should not be sent through the Product.

10. Artificial Intelligence

The Product may use artificial intelligence (“AI”) technologies, including provided by our partners and vendors. You understand and agree that: (1) AI technologies use experimental, unsupervised technology and may sometimes provide inaccurate content; (2) information provided to our AI technologies may be used to continuously train the AI technologies; (3) submission of confidential or proprietary information should not be submitted to the AI technologies unless such use is permitted; (4) if you use the AI technologies, you assume all responsibilities and obligations with respect to the results, any suggestions made or information given, any materials retrieved, and for the content, accuracy, and review of such results and you should therefore use discretion before relying on, publishing, or otherwise using content provided by the AI technologies; and (5) you will not rely on the AI technologies for legal, financial, or other professional advice, and any content regarding those topics is provided for informational purposes only, and is not a substitute for advice from a qualified professional.

Our Product may contain and/or use integrated AI technologies provided by third parties. To the fullest extent permitted by applicable law, you acknowledge and agree that Datavault will not be responsible or liable, directly or indirectly, for any loss or damage of any sort caused or alleged to be caused by or in connection with the use of or reliance on any AI technologies. Moreover, you acknowledge and agree that Datavault is not responsible for the accuracy or appropriateness of the outputs of such AI technologies.

11. Third-Party Sites and Services

The Product may provide links or provide access to features provided by third parties. We are not responsible for such third-party sites and features, and provision of such does not imply endorsement or recommendation. Your interactions with third parties while using the Product are between you and the third party. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any third-party services.

The Product integrates with vendor platforms to provide certain services, including identity verification, and through application programming interfaces (“APIs”) or other integrations with certain tools or services. When we use vendor platforms, you are subject to the terms and conditions of those platforms, as well as these Terms.

12. Disclaimers

YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK. THE PRODUCT AND ITS CONTENT ARE PROVIDED BY DATAVAULT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, RELIABILITY, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS, OR USEFULNESS OF THE PRODUCT AND/OR ITS CONTENT. WE DO NOT WARRANT THAT YOUR USE OF THE PRODUCT OR ITS CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PRODUCT, THE SERVER(S) ON WHICH THE PRODUCT IS HOSTED, OR CONTENT ARE SECURE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT OWN OR CONTROL ANY OF THE UNDERLYING SOFTWARE THROUGH WHICH BLOCKCHAIN NETWORKS ARE FORMED, NOR DO WE HAVE THE ABILITY TO REVERSE OR DELETE TRANSACTIONS CONDUCTED IN THE PRODUCT BLOCKCHAIN. YOU ACKNOWLEDGE THAT TIMESTAMPS REFLECT BLOCKCHAIN CONFIRMATION TIMES, WHICH MAY VARY DUE TO NETWORK CONDITIONS, RE-ORGS, FORKS, OR SERVICE INTERRUPTIONS. USING BLOCKCHAIN-BASED SOLUTIONS, NETWORKS, AND PROTOCOLS MAY INVOLVE SERIOUS RISK, AND YOU ACCEPT ANY RISK.

YOU ACKNOWLEDGE AND AGREE THAT DATAVAULT IS NOT PROVIDING LEGAL ADVICE WHEN YOU USE THE PRODUCT.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT DATAVAULT DOES NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE ACTIONS OR OMISSIONS OF ANY THIRD PARTIES USING THE PRODUCT, INCLUDING WITHOUT LIMITATION THE CONTENT OF ANY THIRD-PARTY OFFERS OR AGREEMENTS, THE TERMS OF ANY PRODUCT ACTIVITIES, OR THE FULFILLMENT OR BREACH OF ANY SUCH AGREEMENTS, AS WELL AS ANY CONTENT, AGREEMENT, OR INTERACTIONS BETWEEN END USERS. DATAVAULT DOES NOT GUARANTEE THAT ANY PRODUCT ACTIVITY WILL RESULT IN A SUCCESSFUL ENGAGEMENT. YOU FURTHER UNDERSTAND THAT DATAVAULT DOES NOT VERIFY THE CREDENTIALS, LEGALITY, OR REGULATORY COMPLIANCE OF THIRD-PARTY OPPORTUNITIES. IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE AND ENTER INTO ANY AGREEMENTS WITH THIRD PARTIES AND ENSURE YOUR ACTIONS COMPLY WITH APPLICABLE LAW. YOU ASSUME FULL RESPONSIBILITY FOR YOUR INTERACTIONS WITH OTHER END USERS AND RELEASE DATAVAULT FROM ANY CLAIMS, DEMANDS, AND DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. YOU ARE SOLELY RESPONSIBLE FOR THE TERMS OF ANY ENGAGEMENT WITH END USERS AND FOR ANY PAYMENTS, DISCLOSURES, TAX FILINGS, OR REPORTING OBLIGATIONS THAT MAY RESULT. DATAVAULT IS NOT RESPONSIBLE FOR ANY FAILURE BY END USERS TO PERFORM UNDER ANY AGREEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL DATAVAULT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PRODUCT OR ITS CONTENT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, FEES, FINES, PENALTIES, LOSS OF REVENUE OR BUSINESS, OR LIABILITIES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE PRODUCT, ITS CONTENT, OR INFORMATION PROVIDED ON OR THROUGH THE PRODUCT.

BY USING OR ACCESSING THE PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PRODUCT IS TO STOP USING THE PRODUCT.

IF THE FOREGOING LIMITATIONS ARE DISALLOWED, IN ANY EVENT, OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

14. Indemnification

AS PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND (IF REQUESTED BY DATAVAULT), INDEMNIFY, AND HOLD DATAVAULT AND OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (THE “DATAVAULT PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, INVESTIGATIONS, LIABILITIES, JUDGMENTS, FINES, PENALTIES, SETTLEMENTS, INTEREST, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) THAT DIRECTLY OR INDIRECTLY ARISE FROM OR ARE RELATED TO ANY CLAIM, SUIT, ACTION, DEMAND, OR PROCEEDING MADE OR BROUGHT AGAINST THE DATAVAULT PARTIES ARISING OUT OF OR IN CONNECTION WITH: (1) YOUR USE OF THE PRODUCT AND/OR ITS CONTENT; (2) YOUR BREACH OR ALLEGED BREACH OF THESE TERMS; (3) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY LAWS, RULES, REGULATIONS, CODES, STATUTES, ORDINANCES, OR ORDERS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL AUTHORITIES IN CONNECTION WITH YOUR USE OF THE PRODUCT; (4) INFORMATION OR MATERIAL TRANSMITTED THROUGH YOUR ACCOUNT OR DEVICE, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES, VIOLATES, OR MISAPPROPRIATES ANY INTELLECTUAL PROPERTY, PUBLICITY, PRIVACY, OR OTHER RIGHT OF ANY PERSON OR ENTITY; (5) ANY MISREPRESENTATION MADE BY YOU; AND (6) OUR USE OF THE INFORMATION THAT YOU SUBMIT TO US (ALL OF THE FOREGOING, “CLAIMS AND LOSSES”). YOU WILL COOPERATE FULLY, AS REQUESTED BY DATAVAULT, IN THE DEFENSE OF ANY CLAIMS AND LOSSES. NOTWITHSTANDING THE FOREGOING, DATAVAULT RETAINS THE EXCLUSIVE RIGHT TO SETTLE, COMPROMISE, AND PAY ANY AND ALL CLAIMS AND LOSSES. DATAVAULT RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY CLAIMS AND LOSSES. YOU WILL NOT SETTLE ANY CLAIMS AND LOSSES WITHOUT, IN EACH INSTANCE, THE PRIOR WRITTEN CONSENT OF DATAVAULT THROUGH OUR OFFICERS.

15. Dispute Resolution; Mandatory Binding Arbitration; Class Action, Class Arbitration, and Collective Arbitration Waivers

• a. Disputes. This section governs any controversy, allegation, claim, or other dispute between you and Datavault, including any parents, subsidiaries, officers, directors, employees, or agents of Datavault, arising out of or relating to the Product, Content, User Data, any of the Product Activities, these Terms, or any Additional Terms, whether heretofore or hereafter arising, including as relates to our service providers (collectively, “Dispute”), or to any of Datavault’s actual or alleged intellectual property rights (an “Excluded Dispute”). The term “Dispute” includes any and all past, present, or future controversies, allegations, claims, or other disputes between you and Datavault, whether based in contract, statute, regulation, ordinance, tort (including, without limitation, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory, and includes, without limitation, any such controversies, allegations, claims, or other disputes arising out of or relating to the validity, enforceability, interpretation and/or scope of these Terms, provided, however, that the term “Dispute” does not include any such disputes, claims or controversies arising out of or relating to the validity, enforceability, interpretation and/or scope of the Class Action, Class Action Arbitration and Collective Arbitration Waivers set forth in Section 15(d) below, or whether claims to resolve any Disputes must proceed solely on an individual basis, all of which shall be decided by a court of competent jurisdiction, and not by an arbitrator. With that sole exception which shall be broadly construed, the term “Dispute” shall be given the broadest possible meaning.
• b. Informal Dispute Resolution and Excluded Disputes. If any Dispute or Excluded Dispute arises out of or relates to the relationship between you and Datavault, each party agrees to first send a written notice to the other party providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of the Dispute (“Notice of Dispute”). For a period of sixty (60) days from the date of receipt of notice from the other party, you and Datavault will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute. If an agreement cannot be reached within sixty (60) days of receipt of the Notice of Dispute, either party may commence with the procedures set out in this Section 15.
• c. Mandatory Arbitration. You and Datavault each agree that all actions or proceedings arising in connection with, touching upon, or relating to any Dispute, or the scope of the provisions of this section, shall be resolved by individual binding arbitration, and not through litigation, unless the claim is properly filed in a small claims court on an individual basis. The arbitrator’s authority to resolve claims and make awards is limited to claims between you and Datavault alone. Furthermore, claims brought by you against Datavault, or by Datavault against you, may not be joined or consolidated in arbitration with claims brought by or against someone other than you, unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. This means that neither you nor Datavault will have the right to file or participate in any class action or representative action relating to these Terms, Additional Terms, and any Disputes arising related thereto between you and Datavault, and that any arbitration proceedings will be limited to the claims between you and Datavault. Both you and Datavault are giving up any right you and Datavault may have had to a jury trial, and all other rights that you or Datavault would have in court that are not available in arbitration. This arbitration provision is intended to apply as broadly as possible, and to include all parties and claims that would be included in a case brought in court. Thus, this arbitration provision also requires arbitration as to any other corporate or natural persons who are parties to the claim, such as our corporate affiliates and vendors. This arbitration provision also applies to claims of every kind and nature, including but not limited to counterclaims, crossclaims, and third-party claims, and claims based upon torts, statutes, regulations, common law, and equity; provided, however, that notwithstanding anything to the contrary in this arbitration provision any dispute over the validity, enforceability, or scope of this arbitration provision shall be decided by a court, not an arbitrator, and Datavault may seek injunctive relief from a court to prevent or stop a misuse of its intellectual property or confidential information. You or Datavault may commence an arbitration proceeding by following the rules then in effect for the American Arbitration Association (“AAA”). The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration Act (“FAA”) and applicable statutes of limitations, shall honor claims of privilege recognized at law, and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. The arbitration proceeding shall not be governed by any federal or state rules of civil procedure or rules of evidence. The arbitrator shall take reasonable steps to preserve privacy and confidentiality. By agreement of the parties, or in the arbitrator’s discretion for good cause, arbitration may be conducted by videoconference, teleconference, or other remote means. This arbitration provision shall survive termination of these Terms and any bankruptcy by you or Datavault. If any portion of this arbitration provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this arbitration provision; provided, however, that the entire arbitration provision shall be invalidated if the requirement of arbitration solely on an individual basis is deemed invalid or unenforceable. If a court decides that the entirety of this arbitration provision is invalid or unenforceable, the remainder of the Terms shall still apply. You may opt out of this agreement to arbitrate by notifying Datavault in writing within thirty (30) days of the date that you first became subject to this arbitration provision. To opt out, mail a letter that includes your name, address, and phone number, and states your decision to opt out of the arbitration to Datavault, Attn: Dispute Resolution, Datavault AI Inc., 1 Commerce Square, 2005 Market Street, Suite 2400, Philadelphia PA 19103.
• d. CLASS OR COLLECTIVE ARBITRATION; CLASS ACTION WAIVER; COLLECTIVE ARBITRATION WAIVER. YOU AND DATAVAULT AGREE THAT ALL DISPUTES BETWEEN YOU AND DATAVAULT WILL BE ARBITRATED INDIVIDUALLY. AS PERMITTED BY LAW, YOU AND DATAVAULT WAIVE THE RIGHT TO BRING ANY DISPUTE AS A CLASS, CONSOLIDATED, COORDINATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION (“CLASS OR COLLECTIVE ACTION”), OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION BROUGHT BY ANYONE ELSE. NOTWITHSTANDING ANY PROVISION IN THE AAA RULES AND PROCEDURES TO THE CONTRARY, THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY OR ANY JURISDICTION TO HEAR THE ARBITRATION AS A CLASS OR COLLECTIVE ACTION OR TO CONSOLIDATE, JOIN, OR OTHERWISE COMBINE THE DISPUTES OF DIFFERENT PERSONS INTO ONE PROCEEDING. NOTWITHSTANDING THE ARBITRATION PROVISION SET FORTH ABOVE, IF THE PROVISION REGARDING WAIVER OF CLASS OR COLLECTIVE ACTION CLAIMS OF THIS SECTION IS FOUND TO BE VOID OR OTHERWISE UNENFORCEABLE, ANY SUCH CLASS OR COLLECTIVE ACTION CLAIMS MUST BE HEARD AND DETERMINED THROUGH AN APPROPRIATE COURT PROCEEDING, AND NOT IN ARBITRATION. IF YOU OR DATAVAULT BRING A CLAIM IN SMALL CLAIMS COURT, THE CLASS OR COLLECTIVE ACTION WAIVER WILL APPLY, AND NEITHER YOU NOR DATAVAULT CAN BRING A CLAIM ON A CLASS OR REPRESENTATIVE BASIS. FURTHERMORE, NEITHER YOU NOR DATAVAULT MAY PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION AS A CLASS MEMBER IF THE CLASS ACTION ASSERTS DISPUTES THAT WOULD FALL WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT IF THEY WERE DIRECTLY ASSERTED BY YOU OR DATAVAULT.
• e. JURY WAIVER.AS PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL DISPUTES AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS, THE BREACH THEREOF, AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

16. Choice of Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

17. Access from Outside the United States

You acknowledge that the Product and its Content originate in, and are controlled from, the United States. We make no representation that any of the Content is appropriate or available for use in other locations. We have no responsibility for any access to the Product from territories where the Content may be illegal or otherwise prohibited. If you choose to access the Product from other locations, you do so at your own risk, and you are responsible for compliance with applicable local laws.

18. Export Controls

You are responsible for complying with all applicable export, sanctions, and trade regulations and laws both foreign and domestic. Except as authorized by U.S. law, you agree and warrant not to export or re-export the software to any country, or to any person, entity, or end-user subject to U.S. or foreign export controls or sanctions.

19. General

Entire Agreement. These Terms constitute the entire agreement between you and us regarding access and use of the Product.

Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

Severability. Any provision of these Terms that is held to be invalid or unenforceable shall be stricken and will not affect the validity and enforceability of any remaining provisions.

Survival. You agree that sections of these Terms that are intended to survive after account termination (such as, but not limited to, Intellectual Property; Limited License, Limitation of Liability, Indemnification, and Dispute Resolution) shall survive account termination and thereby your agreement to these Terms.

No Assignment. These Terms do not confer any rights, remedies, or benefits upon any person other than you. We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.

Marks. Our logos and slogans are trademarks of Datavault AI Inc. All rights reserved. All other trademarks appearing in the Product are the property of their respective owners. Any rights not expressly granted herein are reserved.

Electronic Agreement. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, including these Terms, satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Product, it is intended to be an electronic signature which binds you as if you had signed on paper.

20. Contact Us

If you have questions about these Terms, please email us at privacy@dvlt.ai.