Terms of Service

‍EFFECTIVE as of December 1st, 2024

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These Terms of Service  (the “Terms of Service”) are entered into by and between Patagon.AI, a leading provider of autonomous sales solutions, and the customer identified in the accompanying order form ("Customer") and the resulting Agreement (as defined below). Patagon.AI offers a comprehensive suite of services designed to enhance sales and customer engagement through advanced AI technology. 

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If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept these Terms of Service and the resulting Agreement (as defined below) on behalf of your company, and all references to “you” or “Customer” reference your company.

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This Agreement permits Customers to purchase subscriptions to online software-as-a-service products and other services from Patagon.AI pursuant to Order Form(s) (defined below) and Purchase Orders and sets forth the terms and conditions under which those products and services will be provided. 

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BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.

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General Terms

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1. Definitions

• Active Conversations: Includes all interactions needed to complete a single exchange, regardless of the number of messages or the duration of the dialogue. For billing purposes, each conversation counts as one unit as long as it follows the same communication thread initiated by the End-User or the AI Agent.
• Additional Companies: are any brand, company, subsidiary, or Affiliate to Customer that intends to use the Services. 
• Additional Conversation Fee: A variable fee calculated based on the number of conversations handled by the Customer's custom AI Agent beyond a predefined threshold. This pricing model accommodates usage fluctuations. Charges are incurred only when the conversational volume exceeds the amount included in the Customer's Monthly Base Fee.
• Affiliate: Any entity that directly or indirectly controls is controlled by, or is under common control with a party to this Agreement. For the purposes of this definition, control means owning or controlling more than 50% of the voting interests of the relevant entity.
• Agreement: This Terms of Service, as updated and amended from time to time, along with any Order Forms entered into by the parties, the corresponding Purchase Orders, and the Privacy Policy, including all annexes and appendices thereto.
• AI Agent: A software entity developed by Patagon.AI that autonomously or semi-autonomously performs tasks or services using artificial intelligence techniques to enhance sales and User Engagement through advanced data analysis, high-capacity conversational software, and decision-making processes.
• Authorized Payment Method: A valid, current payment method accepted by Patagon.AI, which may be updated periodically and includes payments through the Customer's account with a third party.
• Confidential Information: All confidential information disclosed by a party and its Affiliates ("Disclosing Party") to the other party ("Receiving Party") orally or in writing, that is designated as confidential or which a reasonable person would consider confidential. Confidential Information includes all information relating to the Disclosing Party's past, present, or proposed customers, marketing plans, engineering designs, other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include 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 before 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) was independently developed by the Receiving Party. Subject to the exclusions above, Customer Data will be considered Confidential Information under this Agreement, regardless of whether it is designated as confidential or not.
• Conversation or Conversations: Any exchange or communication between the AI Agent and the End-User through any communication channel.
• Customer: The person or entity utilizing Patagon.AI's Service, identified in the signature sheet.
• Customer Data: All relevant information submitted or collected by the Customer through the subscription service.
• Customer Materials: All materials that the Customer provides, posts, uploads, inputs, or submits for display through the subscription service.
• End-Users: The Customer’s customers or potential customers who are authorized to use the subscription service for the benefit of the Customer.
• Monthly Additional Conversation Fee: A variable fee calculated based on the number of conversations that the Customer's customized AI agent handles beyond a predefined threshold. This pricing model accommodates fluctuations in usage. Charges are incurred only when the conversational volume exceeds the amount included in the Customer’s Monthly Base Fee.
• Monthly Base Fee: A recurring fixed fee covering the basic use of Patagon.AI agents. This likely includes essentials such as access to AI Agent capabilities, basic system maintenance, and support, along with a set number of active conversations.
• Order Form: means a written or electronic form referencing this Agreement that is used to order the Services, including, without limitation, an online registration or payment process completed through Patagon.AI's website. The Order Form may contain details about your order, the applicable service plan, contracted usage quantity (e.g., type of AI agents and plan or other usage quantity metric identified in the Order Form), and Subscription Term. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this Agreement.
• Patagon.AI: Patagon.AI-AutomatedSalesPlatform LLC.
• Patagon.AI Content: All information, data, texts, messages, software, sound, music, videos, photos, graphics, images, and tags that Patagon.AI may incorporate into the subscription service.
• Personal Data: Any information relating to an identified or identifiable person, where (i) such information is contained within Customer Data, and (ii) it is protected as personal data, personal information, or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).
• Privacy Policy: The Patagon.AI Privacy Policy.
• Product and Services Catalog: Patagon.AI’s Product and Services Catalog, available at https://www.patagon.ai/pricing and updated from time to time.
• Product-Specific Terms: Additional terms related to the product that apply to the Customer's use of Patagon.AI products.
• Purchase Order: is any purchase order issued by Customer for the acquisition of products and services, as set forth in the Agreement. 
• Sensitive Information: Includes credit or debit card numbers; financial account numbers or wire transfer instructions; government-issued identification numbers (such as social security or passport numbers); biometric information; personal health information (or other information protected under any applicable health data protection laws); personal information of children protected under any applicable children’s data protection laws, and any other information or combinations of information that fall within the definition of "special categories of data" under GDPR or any other applicable law relating to privacy and data protection.
• Services: are the services available on Patagon.AI’s website (https://www.patagon.ai/pricing), including but not limited to include, but are not limited to, sales automation through WhatsApp, lead generation and qualification, payment collection, CRM integration, and the deployment of customizable Inbound, Outbound, and Lifecycle AI Agents. 
• Set Up Fee: A one-time payment covering Patagon.AI's initial setup and integration with the Customer's existing systems, such as CRM, ERP, WhatsApp, and other platforms necessary to create a custom agent.
• Subscription Term: means the subscription term as indicated in the Order Form. 

These Terms of Service form an integral part of the Agreement, and as such all capitalized terms used herein shall have the same effect on all documents that are part of the Agreement. 

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2. Use of the Services

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2.1 Service Access and General Use

Patagon.AI will provide the Customer and/or its Additional Companies access to its Services during the Subscription Term, subject to the terms and conditions set forth herein. The Services include, but are not limited to, sales automation through WhatsApp, lead generation and qualification, payment collection, CRM integration, and the deployment of customizable Inbound, Outbound, and Lifecycle AI Agents. The Customer must use the Services in compliance with the terms of this Agreement and applicable laws.

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Customer may access and use the Services solely for its own benefit (and for the benefit of its End-Users) and in accordance with the terms and conditions of this Terms of Service, the Agreement and any scope of use restrictions designated in the applicable Order Form (including, without limitation, the usage quantity tracked). 

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The Customer will be responsible for any and all actions taken using Customer's accounts and passwords.
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2.2. Service Levels
Patagon.AI shall make commercially reasonable efforts to maintain the availability of the Services. Patagon.AI strives to ensure that the Services are available 95% of the time, excluding scheduled maintenance and force majeure events.
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2.3 Modifications
Patagon.AI may unilaterally modify the Agreement and the Services from time to time, including but not limited to adding or removing features and functionalities in an effort to improve the experience. Patagon.AI will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email, or other means. Any event of continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version.
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2.4 Customer Support
Support is available through the official channels made available to Customer by Patagon.AI, including WhatsApp and email, during normal business hours (ET: 9 AM - 6 PM) from Monday to Friday. This support schedule, as well as the communication channels, may be updated at any time.

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2.5 Customer Responsibilities
To realize the full value of Patagon.AI’s Services, the Customer’s participation and effort are required. The resources that may be required from the Customer include a project manager, one or more sales development representatives (SDRs), an executive sponsor, and a technical resource (or equivalent).

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2.6 Customer General Restrictions
Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party other than the websites, apps or other offerings used by Customer to communicate with End-Users; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Patagon.AI); (d) copy or modify the Services, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services and/or on any reports or data printed from the Services (unless otherwise expressly permitted by Patagon.AI in advance); (f) publicly disseminate information regarding the performance of the Services; (g) use the Services for competitive analysis purposes; or (h) otherwise violate the Agreement.

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2.7 Notification to End-Users
Patagon.AI strongly recommends the Customer inform its End-Users that interactions are provided by Patagon.AI and powered by artificial intelligence, that the AI Agent may generate responses autonomously and to make sure the End-User accepts Patagon.AI’s Privacy Policy. 

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Patagon.AI strongly recommends that the Customer discloses to End-Users that the AI Agent is an artificial intelligence-based system and that its responses should be independently verified for accuracy, particularly when making important decisions.

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Patagon.AI strongly recommends that the Customer ensures that any communications through WhatsApp or similar platforms include a visible disclaimer stating: “Responses provided may be generated by an AI system and could contain inaccuracies. Please verify any critical information before taking action.” This disclaimer should be included in the WhatsApp business profile or in any conversation with End-Users where the AI Agent is used. Patagon will not be responsible for any damages or torts caused by the interaction between the AI Agent and the End-User.

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3. Subscription, Fees & Payment

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3.1. The Fees for the Services are available in Patagon.AI’s pricing site: https://www.patagon.ai/pricing, which the Parties have read and agreed upon.

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3.2. Potential modification of Fees
The fees described on Patagon.AI’s pricing site may change at any time at Patagon.AI’s sole discretion. 

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If the Customer previously had lower fees than the new rates, those original fees will be honored for 3 months after written notice of the price change. Any change in fees will be automatically accepted unless the Customer indicates otherwise in writing and opts to terminate this Agreement.

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3.3 Service Packages

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3.3.1. Service Packages and Fees Calculation

The Customer may choose from the agent service packages, allowing them to customize the implementation of Patagon.AI's agents according to their needs.

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3.3.2. Set Up Fee

In addition to any service-related fees disclosed elsewhere, Patagon.AI will charge the Customer a Set Up fee for each AI Agent implemented before starting any integration efforts from Patagon.

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3.3.3 Monthly Base Fee and Monthly Additional Conversation Fee

Patagon.AI will charge Customer a Monthly Base Fee, according to the Service Package contracted. In addition to the Monthly Base Fee, if Customer uses any Services that are subject to additional usage charges and/or if Customer's actual usage exceeds Customer's contracted usage quantity, Customer will be charged a Monthly Additional Conversation Fee (calculated based on published pricing and/or applicable unit price set forth in the Order Form).

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3.4 Payment of Fees
The Customer hereby authorizes Patagon.AI to charge their authorized payment method for all applicable fees. The Customer authorizes Patagon.AI to use a third party to process payments and consents to the disclosure of their payment information to such third party. In the event of a failed attempt to charge the Customer’s authorized payment method (e.g., if the Customer’s authorized payment method has expired or is no longer valid), Patagon.AI reserves the right, and the Customer agrees, to reattempt billing on such authorized payment method. If the Customer updates their authorized payment method to remedy a change in validity or expiration date, Patagon.AI will automatically resume billing. Patagon.AI may suspend the Customer’s access in accordance with the 'Service Suspension' section or terminate the Customer’s account as provided in the 'Termination for Cause' section if Patagon.AI cannot successfully charge a valid authorized payment method.

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3.5 Payment Information
The Customer is required to keep their business information up to date, including company name, address, and contact person. The Customer must also keep their authorized payment method and billing information current for the payment of incurred and recurring fees. The Customer hereby authorizes Patagon.AI to continue collecting payments on the Customer’s authorized payment method for applicable fees during the Subscription Term until all outstanding fees have been fully paid. All amounts paid are non-refundable, except as specified in this Agreement. All fees are payable during the Subscription Term.

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3.6 Sales Tax and Additional Taxes
Any applicable sales tax will be borne exclusively by the Customer, and Patagon.AI will add those amounts to invoices and charges. Similarly, the Customer will be solely responsible for any local taxes in their jurisdiction, including withholding taxes or tax charges that result in a reduction in Patagon.AI’s collections.

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3.7 Grossing Up

All invoices and payments will be in U.S. Dollars (USD) unless otherwise agreed. The amount payable is the final amount that must be received by Patagon.AI, exclusive of applicable taxes. Any withholding taxes, deductions, or governmental-imposed charges are the sole responsibility of the Customer and will be added to the invoice total amount.

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3.8 Centralized Billing
All services provided to the Customer or its Additional Companies (as such term is hereinafter defined) shall be billed centrally to the Customer, with a detailed breakdown of the services rendered.

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3.9 Automatic Fee Adjustment
Fees will automatically adjust according to the number of agents under each usage package. Each additional activation will incur a charge equivalent to the corresponding service fee. The Customer will be notified of any adjustments before implementation.
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3.10 Discretionary Discounts
Patagon.AI reserves the right, at its sole discretion, to provide temporary discounts on the pricing of its Services for a limited period. Such discounts shall be discussed and agreed upon for each specific case and shall not constitute a waiver of Patagon.AI's rights under this Agreement, nor shall it create an obligation to extend similar discounts in the future. Any agreed discount shall be reflected in the corresponding invoice but shall not amend or alter the pricing terms outlined in this Agreement for future invoices.
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3.11 Cessation of Use
If a Service is deactivated by the Customer or it’s Affiliate or for a particular AI Agent, the corresponding charge will be adjusted according to current usage.

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4. Service Activation for different Brands, Companies,
Regions, or Affiliates

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4.1 Expansion of Services
The Customer may activate Patagon.AI’s services for any Additional Company under its control without the need to enter into a new agreement for each one. The Customer guarantees that the Additional Company has been informed and agrees to be bound by the terms and conditions of this Agreement, with the Customer assuming full responsibility for the complete compliance of the Additional Company. The placement of a Purchase Order by the Additional Company shall be understood as unconditional acceptance to all the terms and conditions detailed in the Agreement.
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4.2 Activation Process
Service activation will be performed by the Customer sending an email informing Patagon.AI of the Additional Company’s details and the commercial relationship manager, along with submitting an official Purchase Order from the Additional Company or Customer, as applicable, in accordance with the terms and amounts of this Agreement.

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4.3 Service Autonomy
Each service activated by the Additional Company will be treated independently of the agreement with the Customer. The Additional Company will acknowledge and assume its own obligations and rights under the terms of this Agreement. The Customer commits to ensuring that the Additional Company complies with these terms and will be responsible for ensuring it acts in accordance with the obligations established in the Agreement.

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4.4 Incorporation of New Activations
The Customer may incorporate new service activations by following the procedure outlined above without the need for new contractual agreements.

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5. Term and Termination

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5.1 Term
This Agreement will commence on the Effective Date and will remain in effect for an initial term of one (1) year. The Agreement will automatically renew for successive one (1) month terms unless either party provides written notice of non-renewal or notice of termination as set forth in the next sub-section 5.2.
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5.2 Termination or Cancellation
Despite the duration provided in the previous clause, either party may terminate the Agreement for any reason, with at least thirty (30) days' prior written notice. The termination of this Agreement will not grant the counterpart the right to claim damages that it may incur.

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If the Customer terminates, they will be responsible for all fees and charges incurred up to the effective date of termination. If the Customer cancels their subscription at any time, Patagon.AI will not provide any refund of Set Up Fees, other prepaid fees, or unused subscription fees, and the Customer will promptly pay all outstanding fees through the end of the current term. Patagon.AI, for its part, must continue to provide the Service uninterrupted until the effective termination of the Agreement, provided no default or delay by the Customer occurs.

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5.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party:

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(a) Breaches any material term of this Agreement and does not cure such breach within thirty (30) days of receiving written notice of the breach from the non-breaching party.

(b) Becomes the subject of a bankruptcy petition or any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

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Patagon.AI may also terminate this Agreement immediately upon written notice if it determines that the Customer is acting or has acted in a manner that could negatively reflect on or affect Patagon.AI, its prospects, or its customers.
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5.4 Suspension of Services
Patagon.AI reserves the right to suspend any Customer service or the End-Users' access to the subscription services without prior notice under the following circumstances:

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a) The Customer’s use of the subscription service violates applicable local, state, federal, or foreign laws or the terms of this Agreement.

b) The Customer posts or uploads material that infringes any person's or entity's copyright or trademark rights.

c) The Customer fails to pay any amount due within ten (10) days after receiving notice of nonpayment from Patagon.AI. Suspension for nonpayment will not occur while the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

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Patagon.AI will make commercially reasonable efforts to limit the suspension to the affected part of the Services, and both parties will use reasonable efforts to quickly resolve the issues causing the subscription service suspension. Nothing in this clause limits Patagon.AI’s right to terminate for cause, as detailed above if it determines that the Customer is acting or has acted in a manner that has or may reflect negatively on or affect Patagon.AI, its prospects, or its customers.

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5.5 Effect of Termination
Upon termination or expiration of this Agreement for any reason:

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(a) The Customer will immediately cease all use of the subscription services and Patagon.AI Content.

(b) The Customer will pay all unpaid fees due through the end of the current term within thirty (30) days from the effective termination date.

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5.6 Survival
The rights and obligations of the parties under Clauses 6 through 13 will survive the expiration or termination of this Agreement to the maximum extent permitted by applicable law.

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6. Customer Data & Data Protection

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6.1 Compliance with Laws
Both Parties will at all times comply with all applicable data protection and privacy laws concerning the processing of personal data.

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6.2 Customer Obligations

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6.2.1 Ownership of Databases and Right to Share Them
The Customer owns and retains all rights to its Databases, Customer Materials, and Customer Data. This Agreement does not grant Patagon.AI any ownership rights over Databases, Customer Materials, or Customer Data. The Customer grants Patagon.AI permission to use and modify the Customer’s materials and data and the Database for operational purposes. Patagon.AI may, and the Customer agrees upon, retain conversations between the AI Agent and End-Users and any data provided within them.

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The Customer represents that its privacy policies allow data sharing with Patagon.AI and its providers and guarantees that End-Users have been informed and have consented to such processing. The Customer also acknowledges having reviewed and accepted Patagon.AI's privacy policies, ensuring that data processing will align with those policies.

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6.2.2 Ownership of Data and CRM
The CRM and the data hosted within it will be the exclusive property of the Customer. Patagon.AI will act as a data processor following the Customer’s instructions without acquiring ownership rights over the data.

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The Customer represents and warrants that all data provided to Patagon.AI for use in the CRM and any Data or Database provided are lawfully obtained and that it has the explicit consent of End-Users to be proactively contacted, especially for Outbound Marketing and Lifecycle Marketing services. Patagon.AI will not be responsible for verifying the legality of this data, and in the case of any claim, the Customer will be liable for any violation of applicable laws.

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6.2.3 Sensitive Information

The Customer acknowledges that the subscription services are not designed to process or manage Sensitive Information. Consequently, the Customer agrees not to use the subscription service to collect, manage, or process Sensitive Information. Patagon.AI will not, and hereby disclaims any responsibility resulting from the Customer's use of the subscription service to collect, process, or manage Sensitive Information.

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6.3 Use of Aggregated and Anonymized Data
Patagon.AI shall have the right to collect, use, and analyze aggregated data, statistics, and engagement metrics derived from the Customer's and End-Users' interactions with the AI Agent, provided that such data is anonymized and does not directly or indirectly identify the Customer, any End-User, or contain any personal information. This aggregated data may be used by Patagon.AI for internal analytics, product improvement, and for creating industry benchmarks or statistical reports, without violating the confidentiality or privacy of the Customer or End-Users.

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6.5 Data Practices and Machine Learning

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6.5.1 Usage Data
Patagon.AI may collect information about the Customer and its End-Users when the Customer interacts with the subscription service as permitted by the Agreement.

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6.5.2 Machine Learning
Patagon.AI may use Customer Data for machine learning to support and develop features and capabilities within the subscription service and similar products and services. The Customer hereby agrees and instructs Patagon.AI to use Customer Data for such purposes. For avoidance of doubt, any performance improvement or new version of any AI Agent that has been trained in any way with Customer Data will be the exclusive property of Patagon.AI, and the Customer will have no right or claim regarding it.

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6.6 Security Measures
Patagon.AI will implement commercially reasonable administrative, technical, and organizational security measures appropriate to protect Customer Data and Personal Data against unauthorized or unlawful processing, alteration, disclosure, accidental loss, destruction, or damage.

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6.7 Conduct Regarding End-User Responses
Patagon.AI agrees to update the Customer’s CRM based on responses provided by End-Users and act in accordance with these responses. This includes opt-out requests, contact preferences, and any other modifications or rectifications requested by End-Users, and the data will be treated according to Patagon.AI's Privacy Policy.

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The Customer will be solely responsible for the actions taken based on updates provided by Patagon.AI regarding End-Users’ preferences and responses. Patagon.AI will not be responsible for any failure by the Customer to implement or respect these preferences.

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6.8 Compliance with Anti-Spam Regulations
The Customer agrees that the Data provided to the CRM or to Patagon.AI will not be used to send unsolicited communications (spam) and that all communications will comply with applicable regulations, including the CAN-SPAM Act in the U.S. and local regulations in relevant jurisdictions. The Customer will hold Patagon.AI harmless from any End-User claims related to spam.
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6.9 Data Breach Notification
Patagon.AI will notify the Customer without undue delay upon becoming aware of a data breach affecting Customer Data, providing sufficient information to allow the Customer to meet any notification obligations to individuals or regulators.

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6.10 Privacy Policy

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6.10.1 Incorporation by Reference
The terms of Patagon.AI’s Privacy Policy available at https://www.patagon.ai/privacy-policy are incorporated by reference into the Agreement. The Customer acknowledges having read and understood the Privacy Policy and, if necessary, per applicable regulations, will ensure its transparent communication and acceptance by End-Users.
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6.10.2 Changes to the Privacy Policy
Patagon.AI may update the Privacy Policy from time to time and will notify the Customer of any relevant changes. Continued use of the Services after such changes will be considered acceptance of the updated Privacy Policy by the Customer.

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7. Intellectual Property

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7.1 Ownership of Patagon.AI Content, Software, and Services
Patagon.AI retains all intellectual property rights over its content, the Services, and any other products or services provided under this Agreement. The Customer agrees not to copy, rent, lease, sell, distribute, or create derivative works based on Patagon.AI’s Content by any means.

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7.2 Ownership of Customer Information
The Customer owns and retains all rights to its own strategic information, know-how, sensitive data, and any other information provided to Patagon.AI under this Agreement. Patagon.AI acknowledges that all information shared by the Customer, including but not limited to business strategies and know-how, belongs exclusively to the Customer and will be considered Confidential Information for all purposes under this Agreement.

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7.3 Limitations on Use of Customer Information
Patagon.AI will not use the Customer's strategic information, know-how, or any other sensitive information for any purpose outside the scope of this Agreement. Such information will not be disclosed to third parties without the prior written consent of the Customer, except as specified in the clause governing the treatment of Confidential Information.

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7.4 Independent Development
Nothing in this Agreement will restrict Patagon.AI from developing, using, selling, or licensing products or services that are similar to or competitive with those developed independently by Patagon.AI, as long as such independent development does not use the Customer's strategic information, know-how, or any other sensitive information.

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7.5 Ownership of Improvements or Innovations
All improvements, developments, or new functionalities created by Patagon.AI, even if partially or entirely based on feedback or data provided by the Customer or End-Users, will be the exclusive property of Patagon.AI. The Customer will have no ownership rights or claims to such developments.

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8. Confidentiality

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8.1 Obligations of the Receiving Party
The Receiving Party will:

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(i) Protect the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care it uses to protect the confidentiality of its own similar confidential information, but in no event less than reasonable care;

(ii) Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement;

(iii) Not disclose Confidential Information of the Disclosing Party to any third party (except for external service providers used by Patagon.AI to provide some or all elements of the subscription service or Consulting Services, and Patagon.AI’s Solution Partners, all subject to confidentiality obligations); and

(iv) Limit access to the Disclosing Party’s Confidential Information to those employees, contractors, and agents of its Affiliates who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less strict than those set forth herein.

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8.2 Required Disclosure
The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to do so under any federal, state, or local law, statute, rule, or regulation, subpoena, or legal process, provided that:

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(i) The Receiving Party provides the Disclosing Party with immediate notice of any request for disclosure of Confidential Information, allowing the Disclosing Party sufficient time to object to the request and/or seek appropriate protective orders, unless such notification is prohibited by law;

(ii) The Receiving Party refers the request to the Disclosing Party and provides reasonable assistance to the Disclosing Party at the Disclosing Party’s expense in opposing such disclosure or seeking protective orders unless explicitly prohibited by law or court order; and

(iii) In no event will the Receiving Party disclose Confidential Information to any party other than a governmental agency unless compelled by a valid court order.

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9. Indemnification

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The Customer will indemnify, defend, and hold harmless Patagon.AI and its Affiliates at its own cost against any claim, demand, action, or proceeding from a third party (each, a "Claim") brought against Patagon.AI (and its officers, directors, employees, agents, service providers, licensors, and Affiliates) by an unaffiliated third party, to the extent such Claim is based on or arises from:

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(a) The Customer's or its Affiliates' unauthorized or unlawful use of the subscription service;

(b) The Customer's or its Affiliates' breach or violation of this Agreement;

(c) The Customer's or its Affiliates' breach or violation of local laws and regulations;

(d) The unauthorized use of the subscription service by any other person using the Customer’s User information.

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Patagon.AI will:

• Provide written notice to the Customer within thirty (30) days of becoming aware of any Claim;
• Give the Customer sole control of the defense or settlement of such Claim;
• Provide the Customer (at the Customer's cost) with all the information and assistance reasonably requested by the Customer to handle the defense or settlement of the Claim.

The Customer will not agree to any settlement that:

• (i) Imposes an obligation on Patagon.AI;
• (ii) Requires Patagon.AI to make an admission; or
• (iii) Imposes liability not covered by these indemnities or imposes restrictions on Patagon.AI without its prior written consent.

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10. Exemptions and Limitations of Liability

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10.1 Performance Warranty
Patagon.AI warrants that:

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(i) The subscription service and Consulting Services will be provided in a manner consistent with generally accepted industry standards; and

(ii) It will not knowingly introduce any viruses or other forms of malicious code into the subscription service.

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In the event of a breach of this warranty, the Customer must notify Patagon.AI in writing, and Patagon.AI will use commercially reasonable efforts to correct the breach. If Patagon.AI cannot correct the breach within sixty (60) days from the date of notice (the "Remedy Period"), either party may terminate this Agreement by providing written notice to the other party within thirty (30) days after the end of the Remedy Period. If the Customer terminates the Agreement for this reason, Patagon.AI will promptly refund any prepaid but unused fees covering the use of the subscription service after termination, in accordance with the "Effect of Termination" clause in this Agreement.

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Patagon.AI will have no obligation or liability under this section if the breach is due to or based on:

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(i) Any combination of the subscription service with any hardware, software, equipment, or data not provided by Patagon.AI;

(ii) Modification of the subscription service by any party other than Patagon.AI or modification of the subscription service by Patagon.AI according to specifications or instructions provided by the Customer; or

(iii) Use of the subscription service in violation of or outside the scope of this Agreement.

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10.2 Disclaimer of Warranties
Except as set forth in the "Performance Warranty" clause and without limiting Patagon.AI’s obligations under the section on 'Customer Data Protection' in this Agreement, Patagon.AI and its Affiliates and agents make no representations or warranties regarding the suitability, reliability, availability, timeliness, security, accuracy, or completeness of the subscription service, synchronized data, Patagon.AI Content, or Consulting Services for any purpose. The APIs may not be available at all times. To the extent permitted by law, the subscription service, Patagon.AI Content, and Consulting Services are provided "as is" without warranty or condition of any kind. Patagon.AI disclaims all warranties and conditions of any kind, whether express, implied, or statutory, regarding the subscription service and Consulting Services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

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10.3 No Indirect Damages
To the extent permitted by law, neither party nor its Affiliates will be liable for indirect, incidental, punitive, or consequential damages or loss of profits, revenues, data, or business opportunities arising out of or related to this Agreement, whether the action is in contract or tort and regardless of the theory of liability.

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10.4 Limitation of Liability
Except for the Customer’s liability for payment of fees, the Customer’s liability arising from its obligations under the "Indemnification" clause, and the Customer’s liability for infringement of Patagon.AI’s intellectual property rights, if, notwithstanding the other terms of this Agreement, either party or its Affiliates is determined to have any liability to the other party, its Affiliates, or any third party, the parties agree that the aggregate liability of a party and its Affiliates will be limited to an amount equal to the total amounts paid or payable for the subscription service in the twelve months preceding the event giving rise to the claim.
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10.5 Third-Party Products
Patagon.AI and its Affiliates will not be responsible for third-party products that Patagon.AI or the Customer may use.

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10.6 Reciprocal Indemnity

Each Party will be responsible and will hold the other Party harmless from any penalties, claims, losses, damages, costs, or expenses, including legal fees, resulting from any breach of applicable regulations, including but not limited to data protection regulations, consumer protection, commercial loyalty, and digital marketing regulations, as well as any other regulations governing the use of data and commercial communications.
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10.7 Disclaimer of Warranty for AI Agent
The Customer acknowledges that the AI Agent is a tool designed to assist in sales and customer engagement, but is not infallible. Patagon.AI makes no warranties or representations regarding the accuracy, completeness, or reliability of any output generated by the AI Agent. All interactions facilitated by the AI Agent are provided “as-is,” without any warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Patagon.AI shall not be held liable for any statements, outputs, or recommendations made by the AI Agent to the End-User. The Customer shall hold Patagon.AI harmless from any claims arising from the use of or reliance on the AI Agent by the Customer or any End-User.

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10.8 Risk Mitigation Measures
The Customer is encouraged to implement further risk mitigation strategies by regularly reviewing and updating the AI Agent’s training data, monitoring conversations for errors, and providing human oversight in critical situations. Patagon.AI recommends integrating a clear feedback mechanism for End-Users to report issues with AI responses to improve accuracy and prevent any misunderstandings.

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11. Conversion Rate Guarantee

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Patagon.AI (“Service Provider”) guarantees at least a 30% increase in the agreed-upon Conversion Metric (e.g., bookings, sales, or other metrics) during the first month of fully operational services, compared to the baseline rate. If this improvement is not achieved, the Customer may claim a full refund of fees for the relevant period, provided the following conditions are met.

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11.1 Eligibility Requirements
To qualify for the guarantee, the Customer must:

1. Provide a forecast for the Conversion Metric prior to the Subscription Start Date, as outlined in the executed Order Form.
2. Supply accurate baseline data for:some text
   1. The past 12 months,
   2. The previous calendar month, and
   3. The same period last year (to account for seasonal variations).
3. Agree, in good faith, to a conversion rate benchmark as confirmed by email between the Parties.

Failure to provide this data will void the guarantee.
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11.2 Guarantee Claim Process
If the Conversion Rate Guarantee is not met:

1. The Customer must notify Patagon.AI in writing within 15 days after the end of first month of operational services that the conversion rate benchmark was not achieved.
2. Both Parties will collaborate to verify the relevant data.
3. If the shortfall is confirmed, Patagon.AI will refund all fees paid so far by the Customer, including the Set up Fee and the first Usage package and terminate the service.

11.3 Termination of Service
Upon issuing the refund, the service will end, and neither party will have further obligations to each other, except as provided under Section 5.6.

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11.4 Optional Continued Support
If the Customer chooses not to claim the refund, Patagon.AI will continue its efforts to achieve the promised improvement, with billing continuing as agreed.
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11.5 Limitations
This guarantee does not apply if:

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a) The Customer provides inaccurate or incomplete data;

b) External factors beyond Patagon.AI’s control impact performance; or

c) The Customer deviates from Patagon.AI’s recommendations.

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12. Miscellaneous

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12.1 Amendment and Modifications to the Agreement
Patagon.AI may modify any part or all of this Agreement. The revised version will become effective and binding the next business day after posting unless otherwise specified. If the Customer disagrees with a modification to the Agreement, the Customer has the right to terminate this Agreement as set forth in Section 5.

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12.2 Force Majeure
Except for payment obligations for amounts due under this Agreement, neither party will be liable for failure or delay in performance if caused by: acts of war, hostility, or sabotage; acts of God; electrical, internet, or telecommunications outages not caused by the obligated party; governmental restrictions; pandemics; or any other event beyond the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

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12.3 Permitted Actions
Except for actions regarding non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or related to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

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12.4 Compliance with Laws
The Parties will comply with all state and federal laws of the United States of America (where applicable) in the provision of this Agreement and the use of any Data. Patagon.AI reserves the right at any time to disclose any information as necessary to comply with any law, regulation, legal process, or governmental request.

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12.5 Severability
If any part of this Agreement is found to be invalid or unenforceable by law, the invalid or unenforceable provision will be deemed replaced by a valid and enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will remain in effect.

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12.6 Entire Agreement
This Agreement, including its Annexes and the Privacy Policy, constitutes the entire agreement between the Parties and supersedes all other proposals and agreements, whether electronic, oral, or written, between the Parties. Patagon.AI may make versions of this Agreement available in languages other than English. If Patagon.AI does so, the English version of this Agreement will govern the relationship, and the translated version is provided only for convenience and will not be construed to modify the English version of this Agreement.
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12.7 Assignment
The Customer will not assign or transfer this Agreement without the prior written consent of Patagon.AI. Consent will not be required if the assignment is due to a merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, provided that such successor is not a competitor of Patagon.AI. Patagon.AI may assign this Agreement to any Affiliate of Patagon.AI or in the event of a merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law.
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12.8 No Third-Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to or will confer on any person or entity, other than the parties and their permitted successors and assigns, any right, benefit, or remedy of any nature under or by reason of this Agreement.

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12.9 Contract for Services
This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transactions Act (UCITA) of the United States of America, or any substantially similar legislation that may be enacted, will not apply to this Agreement.
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12.10 Authority
Each Party represents and warrants to the other that it has full authority and power to enter into this Agreement, that it is binding upon such Party, and that it is enforceable in accordance with its terms. The Customer also warrants and represents that it has the authority to ensure its Affiliates’ compliance with the terms of this Agreement.

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12.11 Publicity
Both Parties mutually grant each other the right to add the other Party's company name and logo to their client and supplier lists and to their website.

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13. Notices

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All notices and other communications ("Notices") under this Agreement shall be in writing and may be sent by email. Notices sent by email shall be deemed given when sent.

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Notices should be sent to the email addresses detailed on the signature page of the Order Form. Either party may change its email address for Notices by notifying the other party of the new address in writing.

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14. Governing Law and Dispute Resolution

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This Agreement is governed by the laws applicable in the State of Delaware, United States of America, without reference to conflicts of law principles.

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Any dispute, controversy, or claim arising out of or relating to this Agreement, or its breach, will be settled by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted by a single arbitrator. The place of arbitration will be Wilmington, Delaware. The language of the arbitration will be English.