This application programming interfaces agreement is entered into by and between Giotto.ai S.A. (CHE‑300.132.471), c/o Fiduconsult Lausanne S.A., Place de la Gare 4, 1003 Lausanne, Switzerland (“Giotto.ai”) and You, as the user (the “User”, and together with Giotto.ai, the “Parties”), that have already entered into, or are entering into concurrently herewith, the individual end-user license agreement for the use of the technology provided by Giotto.ai under the so-called “Giotto Open” solution (“Open EULA”). It governs the rights, obligations and conditions for the use of application programming interfaces (“APIs”) made available by Giotto.ai in connection with Giotto.ai’s proprietary AI model and containerised intelligence designed to integrate advanced reasoning capabilities into AI systems, in accordance with the terms and conditions set forth in this agreement (“Agreement”).
By entering into this Agreement, the User confirms to be at least 13 years old, or the minimum age required in the User’s country to consent to use the APIs. If the User is under 18 years old, a parent or legal guardian’s permission to use the APIs is strictly required before entering into the Agreement. The User is required to carefully read the entire Agreement, including any supplementary terms and the Official Documentation. By using the APIs, the User agrees to all the terms and conditions set forth in this Agreement. If the User does not agree to these terms, the User must not access or use the APIs.
1. Definitions
1.1. In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
a. “APIs”: application programming interfaces made available by Giotto.ai to the User in connection with the Model.
b. “API Keys”: the unique
alphanumeric authentication credentials generated by Giotto.ai and assigned to
the User upon activation of the Subscription, which enable the User’s
possibility to use the APIs.
c. “Model”: Giotto.ai’s proprietary AI model and software, consisting of a containerised intelligence designed to integrate advanced reasoning capabilities into artificial intelligence systems, including the related official documentation and training materials.
d. “User”: any individual user who accesses or uses the APIs.
e. “Official Documentation”: the technical documentation, user guides, release notes and training materials relating to the Model and/or the APIs, as made available and updated from time to time by Giotto.ai. The Official Documentation forms an integral part of the Agreement. In case of conflict with the Agreement, the latter shall prevail.
f. “Subscription”: the subscription
that the User signs up for in order to use the APIs.
g. “Subscription Order”: the User’s order for a Subscription, that will entail the execution of a legally binding agreement between Giotto.ai and the User only upon Giotto.ai’s confirmation of the order, as notified to the User through an in-product notification in the Model or by any other means made available by Giotto.ai from time to time.
h. “Subscription Period”: the period during which the APIs will be made available by Giotto.ai to the User, starting on the date on which Giotto.ai confirms the User’s relevant Subscription Order through an in-product notification in the Model or by any other means made available by Giotto.ai from time to time, until the end of the period described in the order process, unless terminated earlier in accordance with the Agreement.
i. ”Confidential Information”: any information disclosed by one Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation the APIs, the Official Documentation, the terms of this Agreement, technical data, trade secrets, know-how, business plans, customer lists and financial information. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was already in the receiving Party’s possession at the time of disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the other Party’s Confidential Information.
j. “Acceptable Use Policy”: Giotto.ai’s policy governing acceptable use of the APIs and the Model, as well as possible usage limits, all as included in the Official Documentation and/or published and updated from time to time on Giotto.ai’s website or directly in the Model.
k. “Subscription Fees”: the fees due by the User to Giotto.ai for the use of the APIs during the relevant Subscription Period, to be paid upfront at the start of the first Subscription Period and each subsequent Renewal Term.
l. “Intellectual Property Rights”: all intellectual and industrial property rights applied for, registered or used in fact - including, without limitation, rights relating to patents and utility models, designs, databases, trademark, domain names, computer program, software, software documentation, source code, object code, algorithm, protocol, graphic and/or user interface, technology, processes, methods, techniques, formulas, trade and/or business secrets and know-how, and copyright, copyright-related rights and sui generis rights, as well as any rights related and connected to any of the foregoing (by way of example only, any pre-use rights).
1.2. Capitalized terms used but not defined in this Section shall have the meanings given to them elsewhere in this Agreement.
2. APIs
2.1. Subject to User’s compliance with the terms and restrictions contained in this Agreement, and in consideration of the Subscription Fees duly paid, Giotto.ai hereby grants the User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for the duration of the Term to access and use the APIs solely: (i) for the User’s own business purposes; (ii) to integrate the APIs into the User’s own applications, products or services; and (iii) in accordance with the Official Documentation and the Acceptable Use Policy.
2.2. Giotto.ai will provide the User with the API Keys that are necessary to use the APIs. The API Keys are personal for each User and non-transferable. The User is solely and exclusively responsible for: (i) maintaining the confidentiality and security of its API Keys, (ii) any and all activities, requests and operations carried out through the API’s using the User’s API Keys, and (iii) any breach of this Agreement resulting from the use of the User’s API Keys by any person, including unauthorized third parties. The User acknowledges that Giotto.ai’s system attributes all activity performed using a set of API Keys to the User to whom those API Keys were assigned, regardless of the identity of the actual user. The User shall not share, transfer or otherwise make available its API Keys to any third party. The User shall promptly notify Giotto.ai at support@giotto.ai if it becomes aware of any unauthorized use of, or access to, its API Keys. Such notification shall not release the User from liability for any activity carried out prior to such notification. Giotto.ai shall not be liable for any loss or damage arising from the User’s failure to comply with the obligations set forth in this Section 2.2.
2.3. Due to changes in law, security reasons, circumstances beyond Giotto.ai’s reasonable control, technology developments, Giotto.ai reserves the right to - at any time - release new versions of the APIs and/or change, discontinue or deprecate the APIs, including APIs that the User is actively using, and will provide the User with at least 60 (sixty) days prior written notice, except where a shorter notice period is required by law, security considerations, or to prevent harm to other users or third parties. In addition, Giotto.ai will give the User at least 30 (thirty) days prior written notice of changes to this Agreement that materially adversely impact the User either via email or an in-product notification. All other changes will be effective as soon as Giotto.ai posts them to its website. If the User does not agree to the changes, the User must stop using the APIs before the changes become effective.
2.4. Where the Agreement is entered into with Giotto.ai by a legal entity, the license granted under this Section 2 is granted to the User as an entity. The User shall ensure that access to and use of the API Keys is restricted to its duly authorized employees, contractors, and representatives acting within the scope of their engagement (“Authorized Users”). The User shall be responsible for ensuring that all Authorized Users comply with the terms and restrictions of the Agreement and shall remain fully liable for any breach of the Agreement by its Authorized Users as if such breach had been committed by the User itself.
3. Subscription Fees and payments
3.1. Once the Subscription is effective, the User
must pay all the Subscription Fees agreed in the applicable Order. All amounts
payable by the User under the Agreement will be paid to Giotto.ai without
setoff or counterclaim, and without any deduction or withholding.
3.2. Giotto.ai reserves the right to make changes to
the fee applicable to the Subscription from time to time, although Giotto.ai
will not make any change to the Subscription Fees during the then current
initial Subscription Period or any Renewal Term (as applicable). If these
changes result in an increase in the fees payable by the User, Giotto.ai will
inform the User at least 30 (thirty) days in advance of the change and the
User shall be deemed to have agreed to the increase in the Subscription Fees
unless it cancels the Subscription in accordance with this Agreement before
the Renewal Term to which the increase will apply.
3.3. Payment of the Subscription Fees shall be in CHF (the third-party provider of payment method may display an equivalent amount in the User’s local currency for convenience; the reference price is in CHF) and processed through the accepted payment methods shown on Giotto.ai’s website during the procedure for the submission of a Subscription Order (“Payment Method”). The User shall always provide true, complete and accurate billing information and confirms to be the owner of the card or bank account, which is being used as Payment Method, or to have the authorization of the account holder to use it. If the User uses a Payment Method which it is not authorized to use, the User will be liable to Giotto.ai for any losses suffered as a result of the use of that Payment Method.
3.4. The User undertakes to promptly notify in writing Giotto.ai of any changes to the data provided under the Agreement, including the Payment Method.
3.5. The User agrees that Giotto.ai may charge the Payment Method for any applicable Subscription Fee and applicable taxes. If the Subscription Fees are specified to be recurring, the User agrees that Giotto.ai may charge these Subscription Fees and applicable taxes to the Payment Method on a periodic basis. In the event that payment of any due Subscription Fee is unsuccessful or declined by the User’s Payment Method, Giotto.ai reserves the right to immediately deactivate the User’s API Keys, without the need for prior notice or formal demand, until all outstanding Subscription Fees are paid in full. The User may reactivate access to the APIs at any time by ensuring full payment of all outstanding Subscription Fees. Such deactivation shall not constitute a breach of the Agreement by Giotto.ai and shall not entitle the User to any compensation, credit or reduction of the Subscription Fees. Giotto.ai shall not be liable for any loss, damage or interruption of service arising from the deactivation of the User’s API Keys due to a payment failure.
3.6. The User agrees that Giotto.ai will not be held
liable for any errors caused by third-party payment processors used to process
fees paid by the User to Giotto.ai.
3.7. Each Party will be responsible, as required under any applicable law, for
identifying and paying all taxes and other governmental fees and charges (and
any penalties, interests, and other additions thereto) that are imposed on
that Party upon or with respect to the transactions and payments under this
Agreement. All fees payable by the User are exclusive of all taxes, except
where applicable law requires otherwise.
4. Restrictions
4.1. Giotto.ai reserves all rights not expressly granted under this Agreement. For the avoidance of doubt, the Agreement does not grant the User any additional rights and the User may not (nor may it allow third parties to):
i) redistribute, sublicense, rent, lease, lend or transfer the APIs (or any rights arising from the Agreement) to third parties, except as expressly and previously authorized in writing by Giotto.ai;
ii) reverse engineer, decompile, disassemble, extract, replicate, reconstruct the APIs or attempt in any way to derive the APIs’ source code, parameters or architecture;
iii) remove, alter or obscure any intellectual property notice, trademark, label or ownership indication contained in the APIs, or in the Official Documentation;
iv) interfere with or disrupt the APIs, including circumvent any concurrency and/or rate limits or restrictions or bypass any protective measures or safety mitigations for the APIs; or violate or circumvent usage limits or otherwise configure the User’s integration of the APIs to avoid any of the abovementioned limits;
v) alter, adapt, tamper with or create derivative works of the APIs or any part thereof, or attempt to gain access to systems or networks connected to the APIs beyond what is strictly necessary for the authorized use under this Agreement;
vi) integrate the APIs with any third-party software licensed under copyleft terms, including without limitation the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), or the GNU Affero General Public License (AGPL), in any manner that would impose additional terms or restrictions on the APIs or any components thereof, or that would require the source code of the APIs or any portion thereof to be disclosed or made available to third parties;
vii) use the contents generated through the APIs to
develop, train, fine-tune or improve any artificial intelligence model or
system that competes, directly or indirectly, with the Model or any other
product or service of Giotto.ai, without Giotto.ai’s prior written consent;
viii) probe, scan or test the vulnerability of the APIs or any related system or network, or breach or bypass any security or authentication measures in place;
ix) use any automated tools, bots, scripts or other means to access or query the APIs in a manner that exceeds reasonable usage or that is designed to extract or aggregate data from the APIs in bulk, beyond what is strictly necessary for the User’s integration of the APIs as authorized under this Agreement;
x) use the APIs in a manner that is unlawful, harmful, misleading, discriminatory, misappropriates or violates any person’s rights, or is otherwise inconsistent with the Official Documentation, the Acceptable Use Policy and/or any other appropriate use instructions made available by Giotto.ai.
5. Availability of the APIs
5.1. The APIs made available by Giotto.ai to the User might be based on a single concurrency model, meaning that each request to the API can be made by the User only upon completion of the previous request, or multiple concurrency model, meaning that multiple requests can be made at the same time, all as specified from time to time by Giotto.ai to the User during the process for submitting the Subscription Order.
5.2. Giotto.ai represents that the APIs, to its knowledge as of the effective date, do not contain undisclosed functionality, designed to allow unauthorized access to, or unauthorized surveillance of, the User’s systems or data. This representation is made on the basis of information available to Giotto.ai at the effective date of the Agreement and does not extend to third-party components whose security properties are outside Giotto.ai’s reasonable knowledge and control.
5.3. Giotto.ai will use commercially reasonable efforts to make the APIs available in accordance with the specifications provided in the Official Documentation. Giotto.ai does not guarantee uninterrupted or error-free access to the APIs. Scheduled maintenance that may temporarily affect the availability of the APIs will be communicated to the User in advance, where reasonably practicable, via email or an in-product notification in the Model.
5.4. Giotto.ai will use commercially reasonable efforts to notify the User promptly upon becoming aware of any security vulnerability affecting the Model that is rated Critical or High severity under the Common Vulnerability Scoring System (CVSS) or an equivalent industry-standard scoring system and will endeavour to make available remediation measures or patches within a reasonable timeframe. This Section does not create an obligation on Giotto.ai to conduct proactive vulnerability scanning or to provide patches for vulnerabilities attributable solely to third-party components beyond Giotto.ai’s reasonable control.
5.5. The APIs may include open source software that is governed by its own licenses that Giotto.ai has made available to the User, the details of which are reported in the dedicated section of the Official Documentation. In the event of any conflict between this Agreement and any other Giotto.ai or third-party terms applicable to any portion of the APIs, such as open-source license terms, such other terms will control as to that portion of the APIs and to the extent of the conflict.
5.6. The User may have legal rights in relation to the APIs, where the APIs are not as described, faulty or otherwise not fit for purpose. If the User believes that the APIs do not conform with this Agreement, the User can contact Giotto.ai at support@giotto.ai. Other than those legal rights, the User’s use of the APIs is solely at the User’s own risk.
6. Confidentiality
6.1. Each Party (as “Receiving Party”) undertakes to: (i) keep strictly confidential all Confidential Information received from the other Party (“Disclosing Party”); (ii) use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement; (iii) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; and (iv) apply to the Confidential Information at least the same degree of care it applies to its own confidential information of a similar nature, and in any event no less than a reasonable standard of care.
6.2. Each Party may disclose Confidential Information only to those of its employees, contractors, advisors, affiliates, and agents who have a legitimate need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those set out in this Section 6.
6.3. Each Party shall remain responsible and liable for any breach of this Section 6 by its employees, contractors, advisors and agents.
6.4. The obligations of confidentiality set out in this Section 6 shall remain in force during the Term and for a period of 5 (five) years following the expiry or termination of the Agreement, regardless of the cause of termination. Notwithstanding the foregoing, obligations of confidentiality with respect to trade secrets shall survive for as long as the relevant information qualifies as a trade secret under applicable law.
7. Intellectual Property
7.1. Giotto.ai represents that it is the owner or lawful user of all Intellectual Property Rights relating to the APIs, and to its own proprietary products, materials, tools and methodologies (collectively, the “Proprietary Items”).
7.2. Without prejudice to Section 2.1, Giotto.ai shall remain
the sole owner of all rights, titles and interests, under any applicable law,
in the Intellectual Property Rights relating to the APIs and the Proprietary
Items, with particular reference to know-how, computer programs, software,
software documentation, source code, object code, algorithms, protocols and
inventions relating to the APIs, whether owned, acquired or developed by
Giotto.ai prior to or independently from the performance of this Agreement.
7.3. The User grants Giotto.ai a limited, non-exclusive,
non-transferable, non-sublicensable (except to its affiliates), fully
revocable license for the Term to use, store, copy, transmit, create
derivative works of and display the content provided by the User for the
provision of the APIs in accordance with the Agreement.
7.4. The User may provide to Giotto.ai input regarding the APIs including, without
limitation, comments or suggestions regarding the possible creation,
modification, correction, improvement or enhancement of the APIs (collectively
“Feedback”). The User acknowledges that Giotto.ai may freely
use such Feedback for the purpose of improving the APIs, without any
obligation to the User, and that any Intellectual Property Rights resulting
therefrom shall vest exclusively in Giotto.ai.
7.5. The User acknowledges that any infringement of Giotto.ai’s Intellectual Property Rights will cause irreparable harm to Giotto.ai, for which monetary damages alone would be inadequate, and that Giotto.ai may thus seek injunctive relief or any other remedy available at law in any jurisdiction, in case of such infringement.
8. Disclaimer of warranties
8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APIS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. UNLESS OTHERWISE PROVIDED IN THE AGREEMENT, GIOTTO.AI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE APIS WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR THE USER'S SPECIFIC NEEDS AND DOES NOT MAKE ANY WARRANTY OF ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
8.2. Nothing in this Section 8 shall be construed as excluding or limiting any warranty, right, or liability that cannot be waived or limited under applicable mandatory law. To the extent that any mandatory statutory warranty applies notwithstanding the foregoing disclaimer, the scope and duration of any claim arising thereunder shall be the minimum prescribed by applicable mandatory law.
9. Limitation of liability
9.1. Neither Party shall be liable under the Agreement for
any indirect, special, incidental, exemplary, punitive or consequential
damages, including lost profits, lost opportunities, or cost of substitute
services or other economic loss arising out of or in connection with this
Agreement, even if advised of the possibility of such damages.
9.2. To the maximum extent permitted by applicable law and explicitly excluding death or personal injuries caused by Giotto.ai’s negligence or damages caused by Giotto.ai’s gross negligence or willful misconduct, Giotto.ai will not be liable for any damages, losses or costs suffered by the User arising from the use of the APIs.
9.3. Except as otherwise set out in Section 9.1 and 9.2, Giotto.ai’s total aggregate liability to the User for any and all losses or damages directly arising out of or in connection with any Giotto.ai’s breach of this Agreement, whether in contract (including under any indemnity), tort (including negligence), misrepresentation or otherwise, shall not exceed the total amount of Subscription Fees actually paid by the User to Giotto.ai during the 12 (twelve) months immediately preceding the event giving rise to the relevant claim.
10. Data protection
10.1. The Parties undertake to comply with all applicable data protection and privacy laws, including, without limitation, the Swiss Federal Act on Data Protection (FADP), as revised and in force since 1 September 2023, and, where applicable, the EU General Data Protection Regulation (GDPR).
10.2. In the context of the use of the APIs, the User acts as the data controller with respect to any personal data the User processes through the APIs. Giotto.ai acts as data processor where it processes personal data on behalf of the User, and such processing shall be governed by Giotto.ai’s privacy policy and the data processing agreement, both available on Giotto.ai’s website. The User acknowledges having read and understood and agreed to Giotto.ai’s privacy policy and data processing agreement, the latter forming an integral part of the Agreement, before entering into this Agreement.
10.3. The User has the right to access, rectify, erase, restrict, and port their personal data, as well as the right to object to processing, in accordance with applicable data protection law. Such rights may be exercised by contacting Giotto.ai at support@giotto.ai.
11. Term and termination
11.1. This Agreement shall enter into force on the date on which Giotto.ai confirms the User’s Subscription Order through Giotto.ai’s in-product notification in the Model or by any other means made available by Giotto.ai from time to time, and shall remain in force for the duration of the Subscription Period, as specified in Section 1.1(h). Unless terminated by Giotto.ai or by the User in accordance with Section 11.2 or Section 11.3, at the expiry of the Subscription Period, the Subscription (and the Agreement) shall automatically renew for additional terms equal in duration to the first Subscription Period (the “Renewal Term”, and together with the first Subscription Period, referred to as the “Term”).
11.2. The User is free to stop using the APIs, and terminate the Agreement, without cause at any time by using any method that might be provided through Giotto.ai’s products and/or, in any case, contacting Giotto.ai at support@giotto.ai. In the event of a cancellation, the User will not be refunded the Subscription Fees but the access to the APIs will continue through end of the initial Subscription Period or any Renewal Term for which the User has previously paid the Subscription Fees.
11.3. The User will also have a right to cancel the Subscription within 14 (fourteen) days from the commencement of the first Subscription Period without giving a reason, by making a clear statement to Giotto.ai of such decision before the 14-day period has expired. If the User exercises this right in accordance with the foregoing, Giotto.ai will reimburse all payments received from the User for the cancelled Subscription, less any non-recoverable processing fees charged by third-party payment processors. The reimbursement will be processed without undue delay and no later than 14 days after the day on which Giotto.ai is informed about the User’s decision to cancel the Subscription, by using the same Payment Method used by the User. If the User uses the APIs during the 14-day cancellation period, Giotto.ai may retain an amount which is proportional to what has been provided to the User until the exercise of the cancellation right under this Section 11.3, in comparison with the full coverage of the Subscription.
11.4. Giotto.ai reserves the right to suspend or terminate the User’s access to the APIs, remove or take down any User’s content infringing third-party rights, and/or delete the User’s API Keys if Giotto.ai determines at its sole discretion that (i) the User has breached any terms of this Agreement, (ii) suspension or termination is needed to comply with the law or security reasons, (iii) the User’s use of the APIs could cause risk or harm to Giotto.ai, its users and/or any of its clients or suppliers.
11.5. Upon expiry or termination of this Agreement for any cause and/or upon cancellation under Section 11.3 (i) the User shall immediately cease to use the APIs; (ii) Giotto.ai will invalidate the User’s API Keys; (iii) Giotto.ai shall retain the User’s data generated through the APIs for a period of 30 (thirty) days following the date of expiry or termination, after which such data shall be automatically and permanently erased, subject to any mandatory legal retention obligations under applicable law. The User may request the erasure of their personal data in accordance with Section 10.3 of this Agreement.
12. Indemnification
12.1. To the maximum extent permitted under applicable law, the User undertakes to indemnify and hold harmless Giotto.ai, from any and all actions, claims, procedures, direct losses, direct costs and direct expenses that Giotto.ai and/or any affiliate might have incurred as a result of fault, errors or negligence of the User in the use of the APIs and/or in the performance of the Agreement and/or fulfilment of its obligations pursuant to any applicable laws and regulations.
12.2. Giotto.ai undertakes to defend the User and pay damages finally awarded against the User or pay any settlement agreed to by the User, in either case as a result of, and to the extent attributable to, any third-party claim that the APIs infringe any Intellectual Property Rights of such third-party. Notwithstanding the foregoing, Giotto.ai shall have no obligation to defend or indemnify the User with respect to any third-party claim to the extent arising from or related to: (a) any modification of the API by the User without Giotto.ai’s prior written consent; (b) the combination, operation, or use of the APIs with products, software, data, or services not provided or approved by Giotto.ai, where the infringement would not have occurred but for such combination, operation or use; (c) the User’s use of the APIs outside the intended purpose or in breach of this Agreement or the Official Documentation; (d) the User’s failure to implement an update or modification provided by Giotto.ai that would have avoided the infringement.
12.3. A Party seeking indemnification will provide the indemnifying Party with prompt written notice upon becoming aware of any claim, and will reasonably cooperate in the defense of or investigation of the claim and allow the indemnifying Party sole control of defense and settlement of the claim, provided that the Party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying Party cannot enter into any settlement or compromise of any claim without the other Party’s prior written consent, which will not be unreasonably withheld, except that the indemnifying Party may without consent enter into any settlement of a claim that resolves the claim without liability to the other Party, impairment to any of the other Party’s rights, or requiring the other Party to make any admission of liability.
13. Force Majeure
13.1. Giotto.ai will not be liable for any delay or failure to perform its obligations under the Agreement due to causes beyond its reasonable control (“Force Majeure Event”). In case a Force Majeure Event affects Giotto.ai, the latter shall: (i) notify the User as soon as reasonably practicable, specifying the event and its impact on the performance of its obligations; (ii) continue to use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (iii) resume performance of its obligations as soon as possible, promptly notifying the User thereof.
13.2. If a Force Majeure Event persists for a period exceeding 90 (ninety) days, either Party shall have the right to terminate the Agreement, by giving the other Party not less than 30 (thirty) days’ prior written notice, without prejudice to any other obligations under this Agreement, that will remain effective until the date the termination becomes effective.
14. Final provisions
14.1. Severability. If any term or provision of this Agreement is found by any competent court or authority to be null, void, invalid or otherwise unenforceable, the same shall not affect the remaining terms or provisions of this Agreement.
14.2. Survival. Expiry or termination of the Agreement shall not release either Party from any liability which at the time of termination has already accrued to the other Party, or in any way affect the survival of any right, duty, or obligation of either Party which is intended expressly or by implication to survive such expiry or termination.
14.3. Use of Giotto.ai’s brand. The User cannot, without Giotto.ai’s prior written consent, use Giotto.ai’s name, logos, or other trademarks in any form whatsoever.
14.4. Compliance with sanctions. The User cannot transfer, export, re-export or provide access to the APIs and/or any part thereof to governments, corporations, nationals or residents of any country under UN, EU, Switzerland or US sanctions and/or in violation of any applicable export control, dual-use, or sanctions regulations.
14.5. Assignment. The User may not assign or otherwise transfer this Agreement or any rights or obligations thereof, without Giotto.ai’s prior written consent. Giotto.ai may assign this Agreement without restrictions.
14.6. Waiver. The delay or failure by either Party to exercise any of its rights under this Agreement shall not constitute, or be deemed as, a waiver of those rights, nor shall the partial exercise of any such right preclude the full exercise thereof in the future.
15. Governing law and jurisdiction
15.1. The Agreement shall be governed by, interpreted and construed in accordance with, the substantive laws of Switzerland excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and any dispute arising out of, or in connection with, the Agreement, unless otherwise provided by mandatory provisions of law applicable to the User, will be referred to the exclusive jurisdiction of the competent court at the registered office of Giotto.ai.