Last Updated:  18th May 2024

Effective From:  18th May 2024

This Terms of Service agreement (“Agreement”) governs your (“You”, or “Your”) use of services made available by Ingest Labs Inc. (“Ingest Labs”, “Us”, or “Our”), website at the URL https://www.ingestlabs.com/,  and any other service, product, app, or website provided by Ingest Labs that explicitly specified the applicability of Agreement including, but not limited to, free demo, paid services, enterprise services and/or any other service made available by Ingest Labs  that indicate the applicability of this Agreement. Ingest Labs is entering into this Agreement on behalf of itself and its Affiliates (as defined below). Please carefully read the contents of this Agreement before using the Services (as defined below). 

By undertaking any of the following actions, You demonstrate that You agree that the following terms and conditions will apply to the services provided by Us under this Agreement and Order placed thereunder: (1) by signing up for a Free Demo (as defined below), (2) by signing up for a paid service, (3) by using the Service (as defined below), or (4) by ticking a box indicating acceptance of this Agreement. You further indicate that You have read, understood, and agree to the following: (1) Privacy Policy and (2) Cookie Policy. The latest version of these documents can be accessed at: 

• Privacy Policy
• Cookie Policy

If an individual accepting this Agreement on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions. If the individual accepting this Agreement does not have such authority or does not agree with this Agreement, such individual must not accept this Agreement and may not use the Services. 

This Agreement is effective between You and Ingest Labs as of the date on which You accept the Agreement.  

1. DEFINITIONS. 

For purposes of clarity and interpretation, certain words and expressions that may or may not defined elsewhere have their meaning set out below: 

1. “Administrator User” means authorized personnel designated by You to serve as technical administrator for Services on Your behalf. Each Administrator User must complete training and qualification requirements reasonably required by Ingest Labs. 

2. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 

3. “Agreement” means this Terms of Service agreement and includes the Privacy Policy, Cookie Policy, and any other additional terms and conditions as may be agreed upon by the parties in writing prior to the provision of additional services by Ingest Labs. 

4. “Applicable Law” means any law, rules, regulations, ordinances, orders, directives, codes, judgements, decrees, licenses, authorizations, and directives, as applicable from time to time. 

5. “Confidential Information” means any information disclosed by a party, orally or written, to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable, or other tangible forms, is marked as “confidential” or “proprietary” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information shall also include information disclosed by third parties to a Disclosing Party under an obligation of confidentiality. Subject to the display of Your Content as contemplated by this Agreement, Your Content is deemed as Confidential Information of Subscriber. Ingest Labs software and Documentation are deemed as Confidential Information of Ingest Labs. Notwithstanding anything to the contrary above, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the receiving party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) is independently developed without access to or use of any Confidential Information. 

6. “Content” means audio, text, interactive content, and other content provided on the Website and Services. 

7. “Deliverable’ means a quantifiable service to be provided as Other Services and specified in an Order, including, without limitation, application program interfaces, configurations, information, documents, reports, technical and non-technical data, specifications, and other material. 

8. “Disclosing Party” means the party that discloses Confidential Information to the other party. 

9. “Documentation” means the user guides, online help, release notes, training materials, and other documentation provided or made available by Ingest Labs to You regarding the use or operation of the Services. 

10. “Force Majeure Event” means an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance, and in particular, performance of the Services. These occurrences and events include, but are not limited to: acts of God; acts of government; acts of war; acts of public enemies; acts of terror; strikes or other labor problems; natural disaster; floods; fires; earthquakes; epidemic (except for Covid 19); pandemic; civil unrest; riots; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hardware failures; hacking, denial of service or ransomware attacks; actions of the elements; or other similar causes beyond the control of Subscriber or Ingest Labs in the performance of this Agreement. 

11. “Free Demo(s)” means Services that Ingest Labs makes available to Subscriber at no cost, including but not limited to services provided for evaluation purposes without a fee. 

12. “Malicious Code” means code, files, scripts, agents, or programs intended to cause damage or harm, including but not limited to, viruses, worms, time bombs, and Trojan horses. 

13. “Order” has the meaning assigned to it in Section 3.1 of this Agreement.  

14. “Other Services” means all technical and non-technical services performed or delivered by Ingest Labs under this Agreement, including, without limitation, implementation services, and other professional services, training, and education services but excluding the Ingest Labs Services and support and maintenance services provided by Ingest Labs. Other Services will be provided on a time and material basis at such times or during such periods, as may be mutually agreed to by and between the parties. All Other Services will be provided on a non-work-for-hire basis. 

15. “Receiving Party” means the party that received Confidential Information from the other party. 

16. “SDK” means Ingest Labs’ SaaS product that provides a software development kit (SDK) with capabilities to execute “Media Pixels” from the website, and is generated based on the configurations set up by the end-user using the Website. 

17. “Subscription Term” shall mean that period specified in an Order during which Subscriber will have online access to use the Services. 

18. “Service” refers to the specific Ingest Labs’ internet-accessible service that provides use of SDK that is hosted by Ingest Labs or its service provider(s) and made available to You over a network during the Subscription Term. Service(s) includes, but is not limited to, Deliverables. 

19. “Subscriber” means (i) in the case of an individual accepting this Agreement on his or her own behalf, such individual; (ii) in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity on behalf of which such individual is accepting this Agreement; or (iii) any person who has subscribed to the Services provided by Ingest Labs. 

20. “Subscriber Data” means all electronics data or information submitted by Subscriber or stored by Ingest Labs for Subscriber. 

21. “Term” has the meaning assigned to it in Section 16.1 of this Agreement. 

22. “User” means any individual or an entity authorized by the Subscriber implicitly or explicitly to use the Service. In case the Subscriber is an individual using the Services on its behalf, User means such Subscriber. 

23. “Website” mean www.ingestlabs.com and any other service, product, app, or website provided by Ingest Labs that explicitly specifies the applicability of this Agreement. 

24. “You” or “Your” means Subscriber and/or User, as may be applicable depending upon the context in which it is used. 

25. “Your Content” means all data and materials provided by You to Ingest Labs for use in connection with the Services, including, without limitation, Your applications, data files, and graphics. 

2. MGIC PIXEL’S RESPONSIBILITIES. 

1. Provision of Services during Subscription Term. Ingest Labs will: 

1. make the Services available to the Subscriber pursuant to the Agreement; 

2. use commercially reasonable efforts to make the Services available except for (i) planned or unplanned downtime, and (ii) any Force Majeure Event under the terms of this Agreement; and 

3. provide the Services in accordance with Applicable Laws, and subject to Subscriber’s compliance with the terms and conditions of this Agreement. 

2. Subscriber Data. Subscriber understands and agrees that Ingest Labs collects certain data and information about the Subscriber and Users as described in the Privacy Policy. Subscriber agrees to the collection of such data on its behalf and on behalf of its Users.  Ingest Labs will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Subscriber Data, as described more particularly in Our Privacy Policy. Those safeguards include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Subscriber Data (other than by Subscriber or Users themselves). 

3. Ingest Labs’ Personnel. Ingest Labs is responsible for the performance of its personnel (including its employees and contractors) and their compliance with Ingest Labs’ obligations under this Agreement, except as otherwise specified explicitly in this Agreement. 

3. SUBSCRIPTION TERMS. 

1. Order Placement and Confirmation. To avail the Services, the Subscriber must purchase a subscription plan by placing an order to Ingest Labs (“Order”). Subscriber understands and agrees that the Order is an offer to Ingest Labs to obtain the Services. Placing the Order, or paying for the Order, does not guarantee that the Services would be provided. Order confirmation is subject to acceptance by Ingest Labs, at its sole discretion. Order confirmations will be provided by Ingest Labs by way of sending an email to the Subscriber. 

2. Right to Cancel Order. Subscriber understands and agrees that Ingest Labs may, at its sole discretion, cancel or not process Order(s). In the event that Ingest Labs does not accept an Order, Ingest Labs will return the subscription fees received by Ingest Labs. 

3. Right to Verify. You understand and agree that Ingest Labs may, at its sole discretion, request You to furnish proof of identity to verify Your identity prior to providing confirmation for the Order. 

4. USE OF SERVICE. Ingest Labs may place technical or non-technical limitations on the use of the service(s) by Subscriber and/or User, such as based on the Services purchased by a Subscriber, geographical restrictions, support services, or to protect the Service or to ensure fair usage (“Usage Limits”). Ingest Labs shall not be liable for any loss or damage faced by You or any third party as a result of any usage limits. Ingest Labs may, where technically possible and feasible, offer to reduce usage limits subject to payment of an additional fee. Subscriber understands that Ingest Labs may refuse to increase a usage limit for any reason or no reason at its sole discretion. 

5. YOUR RESPONSIBILITIES. 

1. Assistance. For Ingest Labs to deliver the Services, You must provide commercially reasonable information and assistance. Upon reasonable request from Ingest Labs, You agree to promptly deliver Your Content to Ingest Labs in an electronic file format specified and accessible by Ingest Labs. You acknowledge that Ingest Labs’ ability to deliver the Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance. If You do not provide any information reasonably requested by Ingest Labs within seven (7) days of a written request, and such information is necessary in order to provide the Services, Ingest Labs shall have a right to terminate the Services. 

2. Compliance with Applicable Laws. You agree to comply with all applicable local, state, national and foreign laws in connection with its use of the Services, including but not limited to laws related to data privacy, international communications, and the transmission of technical or personal data. You shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the owner’s permission of such rights. You acknowledge that Ingest Labs shall not be liable or responsible for Your Content or Your use or misuse of the Services. 

3. You understand and agree that: 

1. You shall be solely responsible and liable for Your conduct and breach of this Agreement by You. Subscribers are solely responsible and liable for its own conduct (including acts and omissions) and the conduct (including acts and omissions) of its Administrator User and Users, and breach of this Agreement by its Administrator User and/or Users; 

2. You shall be solely responsible for the acts and omissions of Your Administrator Users. Ingest Labs shall not be liable for any loss, damage or other harm, including but not limited to loss of data and/or functionality, caused directly or indirectly by the Administrator Users; 

3. You shall manage and secure all login credentials and protect the same against unauthorized use or disclosure; 

4. You shall: (a) notify Ingest Labs immediately of any unauthorized use of any password or user id or any other known or suspected breach of security; (b) report to Ingest Labs immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by You or any Ingest Labs user; and (c) not provide false identity information to gain access to or use the Services; 

5. You shall be solely liable and responsible for ensuring that Your account is not used by or on behalf of any third-party;  

6. You are solely responsible for collecting, inputting, and updating all Your Content stored on the Host and for ensuring that the Your Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, or other intellectual property rights of any third party; and/or (ii) contain anything obscene, defamatory, harassing, offensive or malicious. For the purpose of this section, the term ‘Host’ means the computer equipment on which the software is installed, owned, and operated by Ingest Labs or its service providers; 

7. You must provide true, accurate, and current information as requested by Ingest Labs at any time, and promptly and regularly update Your information to maintain its accuracy and completeness. Ingest Labs reserves the right to refuse any and all current or future use of the Service, in whole or in part, by You for providing any information that is untrue, inaccurate, incomplete or not current; 

8. the Services include certain inherent risks that cannot be eliminated. You agree and acknowledge to undertake the risks and hereby release Ingest Labs from any and all liabilities arising out of such risks; and 

9. The SDK contains user-generated code snippets, which, if written incorrectly, can affect the website’s performance. Ingest Labs is not responsible for any user-generated or user-supplied code that affects website performance or causes any loss, damage or harm to the website or systems of Subscriber or any visitor or other user of such website. 

4. You acknowledge that this Agreement is a services agreement, and Ingest Labs will not be delivering copies of the software to You as part of the Services. 

6. USAGE RESTRICTIONS. 

1. Services Restrictions. You shall not: 

1. copy or republish the Services, Website, or SDK; 

2. share an account with any third party, share login credentials of an account with any third party, or use any third party’s account to access the Service other than authorized SDK users; 

3. use a Service to store or transmit Malicious Code; 

4. interfere with or disrupt the integrity or performance of any Service or data contained therein; 

5. scan or probe for any security vulnerabilities in the Service; 

6. remove, modify or obscure any copyright, trademark or other proprietary notices contained in the SDK, software used to provide the Services, or in the Documentation; 

7. misuse Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions provided by Ingest Labs; 

8. attempt to gain unauthorized access to any Service or its related systems or networks; 

9. attempt, permit, or undertake direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Ingest Labs’ or third-party’s intellectual property except as permitted under this Agreement; 

10. unbundle any component; 

11. use any robot, spider, other automatic device, or manual process to monitor or copy the contents without taking prior written permission from Ingest Labs; 

12. except to the extent permitted by Applicable Law, disassemble, reverse engineer, rent, lease, sell, sub-license or decompile a Service or Documentation or access it to: (i) build a competitive product or service or website; (ii) build a product or service using similar ideas, features, functions or graphics of the Service or the Website or the Documentation or the SDK; (iii) copy any ideas, features, functions or graphics of the Service or the Website or the Documentation or the SDK; or (iv) determine whether the Services or the Website or the Documentation or the SDK are within the scope of any patent; 

13. employ or authorize a Ingest Labs competitor to use or view the Services, or Documentation, or to provide management, hosting, support or similar services with respect thereto, without the prior written consent of Ingest Labs; 

14. be involved, as a consultant, employee, service provider, director, shareholder or in any other capacity, in any business that competes with the Services; 

15. use the Documentation except for supporting Your authorized use of the Service or SDK; and/or 

16. engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Ingest Labs reserves the right to notify You of Your abusive or excessive usage to provide You with an opportunity to reduce such usage to a level acceptable to Ingest Labs. 

7. LEGAL RESTRICTIONS.  

1. Subject to the limited licenses granted herein, Ingest Labs shall own all right, title, and interest in and to the software, Services, Documentation, and other Deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. You agree to assign all rights, titles, and interests in the preceding to Ingest Labs. 

2. You shall not host, display, upload, modify, publish, transmit, store, update, or share any information that: 

1. belongs to another person and to which You does not have any right; 

2. is defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libelous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force; 

3. is harmful to any child; 

4. infringes any patent, trademark, copyright or other proprietary rights; 

5. violates any law for the time in force; 

6. deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact; 

7. impersonates another person; 

8. contains software virus or any other computer code, file or program designated to interrupt, destroy or limit the functionality of any computer resource; and/or 

9. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person. 

8. MODIFICATIONS TO THE SERVICE. 

1. Changes to the Services. Ingest Labs may add, alter, or remove features from any Service, at any time at its sole discretion. Ingest Labs may limit, suspend or discontinue a Service at any time in its sole discretion. Provided, however, that no such addition, alteration, removal, limitation, suspension, or discontinuation, will result in an overall decrease in the functionality available to, and used by, Subscriber during the then ongoing term of this Agreement. Notwithstanding anything above, Ingest Labs may undertake or implement any such alteration, removal, limitation, suspension, or discontinuation, if required for compliance with the Applicable Law, law enforcement, court order, third-party intellectual property rights, or other legal obligation. Where possible and feasible, Ingest Labs will provide reasonable notice for any such suspension or discontinuation. 

2. New Services. Ingest Labs may introduce new products and services to complement the existing Services. If such new services are not included in Your existing purchased Services, Ingest Labs reserves the right and sole discretion to decide whether or not the new services will be made available to You, whether or not such new services will be made available as part of Subscriber’s existing subscription, and whether or not the availability of such new services shall be subject to payment of an additional charge.  

3. Free Demo. Ingest Labs may provide Free Demo of certain Services for the purpose of evaluation, subject to the terms of this Agreement. 

1. Free Demo is provided without any fee up to certain limits, and usage beyond those limits will require purchase additional resources or Services. Subscriber acknowledges that the provision of Free Demo is subject to the limits placed upon them by Ingest Labs and agrees not to attempt to circumvent any such limits. Subscriber should review the applicable Service’s Documentation during the trial period to become familiar with the features and functions of the Service before making a purchase. Ingest Labs may terminate Subscriber’s access to Free Demo or any part thereof at any time without prior notice and without any liability to Subscriber or any third party. 

2. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, FREE DEMO OR FREE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AND INGEST LABS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. SUBSCRIBER AGREES THAT INGEST LABS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY KIND WITH RESPECT TO THE FREE DEMO, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING OUT OF SUBSCRIBER’S USE OF THE FREE DEMO, ANY BREACH BY SUBSCRIBER OF THIS AGREEMENT, AND ANY OF SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. WITHOUT LIMITING THE FOREGOING, INGEST LABS AND ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO SUBSCRIBER THAT: (A) SUBSCRIBER’S USE OF THE FREE DEMO WILL MEET SUBSCRIBER’S REQUIREMENTS, (B) SUBSCRIBER’S USE OF THE FREE DEMO WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, OR (C) DATA OR INFORMATION PROVIDED BY INGEST LABS WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 13, THE SUBSCRIBER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO INGEST LABS AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF THE SUBSCRIBER’S USE OF THE SERVICES DURING THE FREE DEMO PERIOD, ANY BREACH BY SUBSCRIBER OF THIS AGREEMENT, AND ANY OF SUBSCRIBER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. 

3. You acknowledge and agree that any termination of access to the Free Demo may result in the loss of features or capacity of the Free Demo. Ingest Labs may modify or discontinue the provision of Free Demo (or any part thereof) at any time without notice, and Ingest Labs shall not be liable to You or any third party for such modification or discontinuation. Ingest Labs may, in its sole discretion, elect to provide You with an opportunity to retrieve data from the Free Demo following any termination of the Free Demo. 

9. CONFIDENTIALITY AND NON-DISCLOSURE. 

1. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information.  The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than a reasonable degree of care to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have confidentiality obligations not materially less protective of the Ingest Labs Information than those herein. If the Subscriber sends any Content or material to Ingest Labs through e-mail or by any other means, including but not limited to comments, data, suggestions, queries, or any other information, such Content will be non-confidential. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble, creative derivative work and/or decompile any prototypes, software, or other tangible objects that embody the other party’s Confidential Information and provided to the party hereunder. Notwithstanding anything to the contrary above, Ingest Labs may disclose: (a) the terms of this Agreement to its service provider(s) to perform Ingest Labs’ obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein; and/or (b) as required or permitted by Section 12.2 above and/or Section 12.3 below. 

2. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, law enforcement, or a court order, to do so, provided that the Receiving Party gives: (a) prior notice of the compelled disclosure to the Disclosing Party (to the extent legally permitted); and (b) reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. Ingest Labs may disclose Confidential Information of the Subscriber to the extent compelled by Applicable Law, law enforcement, or a court order, to do so. If the Receiving Party is compelled by law or a legal proceeding to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.  Ingest Labs may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors. 

10. REPRESENTATIONS AND WARRANTY DISCLAIMERS. 

1. Representations. Each party represents that it has (i) no legal or contractual obligations that prevent it from entering into this Agreement; and (ii) the legal power to do so. Each individual executing this Agreement on behalf of a party hereby represents and warrants that it is authorized to do so on behalf of such party. 

2. Ingest Labs Warranties. Ingest Labs warrants that during an applicable Subscription Term (a) it owns or otherwise has sufficient rights to the Services and technology to grant the rights in this Agreement (b) Ingest Labs will not materially decrease the overall security of the Services, (c) the Services will be provided in a workmanlike manner that conforms to the relevant, prevailing industry standard, and (d) Ingest Labs will not decrease the overall functionality of the Services and will perform substantially by the Documentation. For any breach of the warranty above, Subscriber’s exclusive remedies are those described in Section 16 (“Term and Termination”). 

3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, INGEST LABS DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND INGEST LABS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOTMENT, DELAY IN SERVICES, RESULTS OBTAINED FROM USING THE WEBSITE, ERRORS OR DEFFECTS IN THE SERVICES, OR NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. INGEST LABS EXPRESSLY DISCLAIMS THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE, OR RELIABLE. ANY CONTENT DOWNLOADED THROUGH THE WEBSITE IS DONE AT YOUR OWN RISK AND YOU SHALL REMAIN SOLELY RESPONSIBLE FOR ANY DAMAGE CAUSED BY SUCH CONTENT, INCLUDING ANY LOSS OF DATA OR DAMAGE CAUSED TO YOUR DEVICE. YOU ACKNOWLEDGE THAT INGEST LABS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAYBE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.   

4. Other Services Warranty. INGEST LABS WARRANTS THAT ANY OTHER SERVICES PROVIDED WILL BE PERFORMED IN A WORKMANLIKE MANNER IN ACCORDANCE WITH INDUSTRY STANDARDS. YOU MUST PROVIDE A WRITTEN WARRANTY CLAIM TO INGEST LABS THIRTY (30) BUSINESS DAYS AFTER THE INVOICE DATE FOR OTHER SERVICES OR OTHERWISE STATED IN AN ORDER. INGEST LABS, AT ITS DESCRETION, WILL RE-PERFORM OTHER SERVICES THAT DO NOT COMPLY WITH THE WARRANTY AT NO ADDITIONAL CHARGE, OR IF NOT PRACTICAL AND SOLELY AT INGEST LABS’ OPTION, REFUND THE PART OF THE OTHER SERVICES THAT DO NOT COMPLY WITH THE WARRANTY. 

5. SUBSCRIBER ACKNOWLEDGES THAT THE QUALITY AND ACCURACY OF THE SERVICES ARE DEPENDENT ON THE ACCURACY AND COMPLETENESS OF THE INFORMATION PROVIDED BY SUBSCRIBER. THE SUBSCRIBER ACKNOWLEDGES THAT INGEST LABS SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS SERVICES PROVIDED ON THE BASIS OF UNTIMELY, INCOMPLETE, INACCURATE, FALSE OR MISLEADING INFORMATION PROVIDED BY THE SUBSCRIBER. 

11. PAYMENT TERMS. 

1. Orders. You shall request Ingest Labs Services through an Order, as specified in Section 3. All services acquired by You shall be governed exclusively by this Agreement and the applicable Order unless otherwise agreed by and between the Parties.  

2. Payment. Unless otherwise provided in the Order, You shall pay all undisputed invoices within seven (7) days after You receive the invoice. Except as expressly provided otherwise, payments are non-refundable.  

3. Change in Fee. Ingest Labs may change the fees charged for the Services at any time and from time to time. The changes will become effective only at the end of the then-current billing cycle of the applicable purchased Services. Ingest Labs will provide You with reasonable prior written notice of any change in fees to give You an opportunity to cancel any on-going subscriptions before the price change becomes effective. 

4. Effect of Non-Payment. Ingest Labs has the right to suspend Services if the Subscriber does not pay the fees on time. The account of the Subscriber could be suspended and even deleted if the Subscriber fails to pay the fees. The data or information created by You could be deleted if You fail to pay the fees or renew the Services. 

5. Late Payment. In the event that the Subscriber fails to make a timely payment as stipulated in the agreed-upon payment terms, the Subscriber shall be liable to pay a late payment fee. The late payment fee shall be calculated at a rate of 10% per annum on the outstanding amount from the due date until the date of full payment. 

6. Refund. Ingest Labs is neither liable nor responsible to refund the amount for any delay and/or disruption to the Service caused due to the technical failures, internet disruptions, hacking, piracy, riot, network connectivity and/ or any other Force Majeure Event. Ingest Labs at its sole discretion may agree to refund the Subscription’s fees paid for the Services for that month in which the refund request is made. When Ingest Labs accepts the request of refund, the Subscriber needs to provide certain details, required to refund the amount which may include financial information. 

7. Expenses. You will reimburse Ingest Labs for its reasonable pre-approved, out-of-pocket travel and related costs incurred in performing the Other Services. Ingest Labs will obtain written approval from You before incurring any such expense. Ingest Labs shall comply with the Subscriber’s travel, and expense policy made available to Ingest Labs before the required travel. 

8. Taxes. Ingest Labs shall bill You for applicable taxes as a separate line item on each invoice. You shall be responsible for paying all sales and use taxes, value-added taxes (VAT), or similar charges relating to the Services. You shall not be liable for taxes based on Ingest Labs’ net income, capital, or corporate franchise. 

12. PROPRIETARY RIGHTS AND LICENSES.  

1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Ingest Labs, its Affiliates, its licensors and content providers reserve all of their rights, titles, and interests in and to the Services, logos, software, Content, and other materials created by them, including all of their related intellectual property rights. Ingest Labs owns all rights, titles, and interests in and to Ingest Labs’ registered and unregistered, domestic and foreign trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how and trade secrets of and relating to the Service. You agree not to remove and to always include any and all copyright and intellectual property notices attached to intellectual property owned by or otherwise licensed to You by Ingest Labs, its Affiliates, its licensors and/or its content providers, including but not limited to all templates and learning materials. No one may copy, reproduce, transmit, post, distribute or create, derivative works from the Services without express, prior written authorization from Ingest Labs. No rights are granted to You hereunder other than as expressly set forth herein. 

2. License by Ingest Labs to Subscriber. Subject to the reservations hereinabove, and subject further to Subscriber’s compliance with the terms and conditions of this Agreement, Ingest Labs hereby grants to Subscriber, during the Term of this Agreement, a non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable, limited license to access and use the Service and its Content as described in, and in accordance with, this Agreement. 

3. License by Subscriber to Ingest Labs. All Content provided by the Subscriber is and will remain under the ownership of the Subscriber. You hereby grant Ingest Labs, and its Affiliates a worldwide, royalty-free, non-exclusive, limited license to host, copy, use, transmit, display and distribute any intellectual property as necessary to perform the obligations under this Agreement. In addition to the foregoing, Subscriber hereby grants to Ingest Labs a non-exclusive, worldwide, irrevocable, royalty-free right to use Subscriber’s name, logo, mark and/or testimonials in marketing materials, including but not limited to on the Website. You may, at Your sole discretion, choose to provide comments or feedback to Ingest Labs. In the event that You provide any comments or feedback to Ingest Labs (i) Ingest Labs may, but shall have no obligation to, use the comments or feedback to improve Service(s) offered by Ingest Labs with or without attribution; and (ii) You hereby provide to Ingest Labs a royalty-free non-revocable worldwide license to use and exploit Your comments and feedback for the purpose of developing new features and/or services, and for improvement of existing features and/or services. 

4. License by Subscriber and User to Use Feedback. Ingest Labs may occasionally request feedback from You regarding Your use of the Service. You grant to Ingest Labs, its Affiliates, assignees, subsidiaries, and successors a worldwide, perpetual, irrevocable, and royalty-free license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the operation of Ingest Labs’ or its Affiliates’ services without any obligations to You, including but not limited to acknowledgement, limitation, or notice of any kind. 

13. INDEMNIFICATION. 

1. Indemnity by Ingest Labs. Ingest Labs will defend at its expense any cause of action brought against You, to the extent that such cause of action is based on a claim that the Service, as hosted by Ingest Labs for Subscriber, infringes a patent, copyright, or trade secret of a third party. Ingest Labs will pay those costs and damages finally awarded against Subscriber pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by Ingest Labs. The Subscriber may retain its own counsel at the Subscriber’s own expense.‍ 

2. No Liability. Ingest Labs will have no liability for any claim of infringement based on: (i) Services which have been modified by parties other than Ingest Labs where the infringement claim would not have occurred in the absence of such modification; (ii) Your use of the Service in conjunction with data or third-party software where use with such data or third-party software gave rise to the infringement claim; (iii) Your use of the Service outside the permitted scope of the Agreement or the Documentation; (iv) use of Service(s) provided for no fee including but not limited to free demo Service; and/or (v) breach of Agreement by You.  

3. Remedies. In the event a claim is made or likely to be made, Ingest Labs may (i) procure for Subscriber the right to continue using the Service under the terms of the Agreement, (ii) replace or modify the Service to be non-infringing without a material decrease in functionality, or (iii) terminate the Subscription Term and repay You any amount paid by You with respect to the Subscription Term following the termination date.  

4. Indemnity by Subscriber.  Subscriber will defend,  indemnify, and hold Ingest Labs and its officers, directors, employees, consultants, sub-contractors and/or agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to Subscriber’s: (i) breach of any of its obligations set forth in this Agreement; (ii) actual or alleged use of the Services in violation of this Agreement or Applicable Law by Subscriber or User; or (iii) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from data provided to Ingest Labs by the Subscriber or otherwise added into the Service by the Subscriber or User.  

5. Indemnification Procedures. Each indemnifying party’s obligations as set forth in this Section 13 are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense of any such claim. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought. 

6. Exclusive Remedy. This Section 13 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this Section 13. 

14. LIMITATION OF LIABILITY. 

1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER SECTION 9 ABOVE. INGEST LABS’ LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS LIMITED TO DIRECT MONETARY DAMAGES. IN NO EVENT WILL INGEST LABS BE LIABLE FOR PROVIDING SUBSTITUTE SERVICES. 

2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL INGEST LABS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR DIRECT, INCIDENTAL, TORT, STRICT LIABILITY, NEGLIGENCE, WITHOUT LIMITATION   OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES): (1) FOR ANY LOST PROFITS, REVENUES, DATA, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, (2) FOR THE USE OR INABILITY TO USE THE SERVICE, (3) FOR ANY INACCURACY, ERROR OR OMISSION IN SERVICES, OR (4) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), EVEN IF INGEST LABS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THE ABOVE OR IF INGEST LAB OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 

3. Essential Basis. SUBSCRIBER ACKNOWLEDGES THAT INGEST LABS HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES. 

15. LOSS OF DATA. THE SUBSCRIBER ACKNOWLEDGES THAT INGEST LABS IS NOT RESPONSIBLE FOR ANY LOSS OF DATA DUE TO ELECTRONIC FAILURE, RESULTING FROM ACCIDENTAL OR DELIBERATE DELETION, NETWORK OR SYSTEM OUTAGES, BACKUP FAILURE, FILE CORRUPTION, OR ANY OTHER REASONABLE CAUSES. 

16. TERM AND TERMINATION.  

1. Term of the Agreement. This Agreement commences on the date You first accept it and continues for a period as specified on the applicable Order or till the Subscription has been terminated by either party as per the terms of this Agreement (“Initial Term”). Unless specified otherwise in the Order, this Agreement and the Order will automatically renew for three (3) successive one-year (1) terms unless You notify Ingest Labs of Your intent not to renew the Agreement thirty (30) days before the end of the then-current term (each, a “Renewal Term”). The Initial Term and the Renewal Terms are collectively referred to in this Agreement as the “Term” of this Agreement. 

2. Termination by Us. Ingest Labs may terminate this Agreement or Service(s), under this Agreement for a cause: (a) upon 30 days written notice to Subscriber of a breach of this Agreement by Subscriber if such breach remains uncured at the expiration of such period; or (b) immediately upon sending a written notice if Subscriber becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors; or (c) immediately upon breach of obligations under Section 09 (“Payment Terms”) above within 15 days of Ingest Labs notice; or (d) immediately upon breach of obligations under, Section 5 (“Your Responsibilities”), Section 6 (“Usage Restrictions”), Section 7 (“Legal Restrictions”), or Section 10 (“Proprietary Rights and Licensing”) above. Ingest Labs may use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to any such suspension or termination; or (e) upon 30 days written notice to Subscriber without assigning any reason.  

3. Termination by Subscriber. Subscriber may terminate this Agreement for cause (a) upon 30 days’ written notice to Ingest Labs of a breach of this Agreement by Ingest Labs if such breach remains uncured at the expiration of such period, or (b) immediately upon sending a written notice if Ingest Labs becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.  

4. Effect of Termination. 

1. Upon termination of this Agreement or expiration of the Subscription Term, Ingest Labs shall immediately cease providing the Services. All usage rights granted under this Agreement shall terminate. 

2. Upon termination of this Agreement and subsequent written request by the Disclosing Party, the Receiving Party shall immediately return or destroy such Confidential Information and provide written certification of such destruction, provided that the Receiving Party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties. 

3. Upon termination of this Agreement and upon written request by You, Ingest Labs may use commercially reasonable efforts to aid transition of the Services for a period not to exceed three (3) months. Ingest Labs will provide Other Services for a fee as specified by Ingest Labs in an Order. Ingest Labs will provide the transition assistance Services in accordance with this paragraph pursuant to termination under Section 16.2 of this Agreement. 

5. Refund of Payment Upon Termination. If this Agreement is terminated by Subscriber or Ingest Labs in accordance under Section 16.2 or 16.3 above, then Ingest Labs shall refund to Subscriber any prepaid fees covering the remainder of the term after the effective date of termination on a pro-rated basis. In no circumstances shall Ingest Labs be liable to refund any amount to Subscriber for termination of this Agreement or any Service by Subscriber except if such termination has been done by Subscriber or Ingest Labs under Section 16.2 or 16.3 above. Termination of this Agreement does not relieve Subscriber of its obligation to pay for Services provided by Ingest Labs prior to the effective date of such termination. 

6. Surviving Provisions. Sections, and provisions of this Agreement that by their nature are intended to survive termination or expiration, will survive any termination or expiration of this Agreement for a period of three (3) years, except as otherwise provided in this Agreement or required by Applicable Law, including but not limited to the following Sections: 4, 5, 6, 8, 9,10, 11, 12, 13, 14, 15.4, 15.5, 16, 18, and 19. 

17. SERVICE LEVEL AGREEMENT. 

The Service Level Agreement (“SLA”) for the Services will be agreed upon the parties mutually. The SLA sets forth the Subscriber’s sole remedies for availability or quality of the Services, including any failure to meet any guarantee outlined in the SLA. 

18. DISPUTE RESOLUTION. 

1. Good Faith Consultation. Subscriber satisfaction is an important objective for Ingest Labs in fulfilling its obligations under this Agreement. Except concerning intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within thirty (30) days of a written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies.  

2. Arbitration. In the event that the parties are not able to resolve a dispute within thirty (30) days in accordance with the mechanism provided above, the dispute shall be settled by a single arbitrator appointed by mutual consent of both parties. In the event that the parties to this Agreement fail to appoint an arbitrator within fifteen (15) days from the date of expiry of the mechanism specified above, an arbitrator may be appointed by a court of competent jurisdiction. For disputes arising from billing conducted under the jurisdiction of the United States, the venue and seat of arbitration shall be in Kansas, United States, only. For disputes arising from billing conducted outside the United States, the venue and seat of arbitration shall be in Bangalore, India, only. If there is a dispute as to whether the billing falls under the jurisdiction of the United States or not, the determination shall be made by Ingest Labs. The decision of the arbitrator shall be binding upon the parties, and can be enforced in a court of competent jurisdiction. The section constitutes a binding consent by the parties for any proceedings in terms hereof and no party shall be entitled to withdraw from the proceedings.  

19. GENERAL PROVISIONS.  

1. Non-Exclusive Service. You acknowledge that Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Ingest Lab ability to provide the Services or other technology, including any features or functionality first developed for Subscriber, to other parties. 

2. Modification of this Agreement. We reserve all rights to modify the Agreement at Our sole discretion from time to time. You shall be responsible for reviewing this Agreement from time to time for modifications. The last date of modification of this Agreement will be displayed on this page. We may, for Our convenience only and without waiving Your obligation to periodically review the Agreement, attempt to notify You of significant modifications to this Agreement through the Website, in an email notification, or through reasonable means. The modification will be in effect after the completion of fourteen (14) days from the date when the notification was posted or sent, except that the following categories of modification may be made effective immediately: (a) modifications required to provide new features without negatively affecting Your rights under this Agreement; (b) modifications made to correct typographical errors; and/or (c) modifications made to comply with legal obligations, including but not limited to Our or Your obligations under the Applicable Law. You understand and agree that Your registration on, or continued access or use of, the Website beyond the effective date of such modifications shall be deemed to be Your acceptance of all modifications. 

3. Assignment.  Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.  Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement. This Agreement shall be binding upon and ensure to benefit the parties’ successors and permitted assigns. 

4. Force Majeure. Upon the occurrence of a Force Majeure Event, the parties agree to excuse performance under this Agreement and not hold the other liable for the delay in or failure of performance under this Agreement. Any such delay in or failure of performance shall not constitute a default or give rise to any liability for damages. 

5. Entire Agreement. This Agreement is the entire agreement between Ingest Labs and Subscriber regarding Subscriber’s use of Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless expressly accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms. 

6. Notices. Except as otherwise permitted in this Agreement, notices under this  Agreement shall be in writing and shall be deemed to have been delivered (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that another promptly sends a copy of the notice means specified in this section, (c) when delivered if delivered personally or sent by express courier service, or (d) on the date on which the email is sent if it is sent on a business day during business hours. All notices shall be sent to the other party at the address set forth in the Order. 

7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right unless otherwise agreed between the parties in writing 

8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. 

9. Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement.  

10. Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.  

11. Remedies for Violations: Ingest Labs reserves the right to seek all remedies available at law and in equity for violations of these Terms. 

12. Export Regulations. The Services are may be subject to export laws and regulations of the United States and other jurisdictions. Ingest Labs and Subscriber each represents that it is not named on any U.S. government denied-party list. Subscriber will not use any Service in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation. Ingest Labs shall not be responsible for any loss or damage caused to Subscriber or any third party as a result of any change in U.S. export control laws and/or regulations. 

13. Statistical Information. Subscriber understands and acknowledge that Ingest Labs may anonymously compile statistical information related to the performance of the Services for purposes of improving the Service, provided that such information does not identify Subscriber’s data or include the Subscriber’s name. 

14. Governing Law and Jurisdiction. The Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without giving effect to any principles of conflict of law. The courts of Kansas, U.S.A shall have sole and exclusive jurisdiction for all disputes arising out of the Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. 

15. Order of Precedence. In the event of any conflict or inconsistency between this Terms of Service and any other agreement agreed by and between Ingest Labs and Subscriber, then the order of precedence shall be: (1) other agreement; (2) Exhibits; (3) this Terms of Service.  

16. Audits. Upon Your written request, Ingest Labs will provide a copy of Ingest Lab then most recent third-party security audits or certifications for its production systems, as applicable, or any summaries that Ingest Labs generally makes available to its Subscribers at the time of the request. In the absence of audits or certificates, You may, at Your expense, audit, using a mutually agreed third-party auditor, the technical and organizational measures taken by Ingest Labs, and will document the resulting findings. You shall keep Ingest Labs’ trade secrets, data security measures, and information disclosed in connection with any audit confidential in accordance with the confidentiality provisions of the Agreement. Any security risk assessments or audit requested or performed by You: (a) is limited to once in any 12 months, unless required by mandatory data protection law, must not exceed 3 calendar days, and must be conducted under reasonable time, place, and manner conditions; (b) requires reasonable prior written notice of at least 60 days unless earlier required under Applicable Law; (c) must be conducted as per the agreed scope and, to the extent possible, rely on certifications and audit reports or other verifications available to confirm Ingest Labs’ compliance with and exclude any repetitive audits; and (d) must provide Ingest Labs with a copy of the audit report. If an audit determines that Ingest Labs is required to take corrective technical and organizational security measures, Ingest Labs will, at its sole discretion, decide which measures are best suitable to ensure compliance and perform the measure within a reasonable time frame. 

17. Contact Us. For any questions or concerns related to the Agreement, please contact Us at [email protected]