Terms of service.

Preamble

Thank you for using the to11 Services (as defined below), a cloud-based LLM and Agent development platform that allows users to route, observe, evaluate, and manage prompts for applications built on large language models and AI agents.

To be eligible to register for a to11 account and use to11’s Services, you must review and accept the terms of this Agreement by executing a Service Order, clicking the “Sign Up” button or otherwise indicating acceptance through the mechanism provided. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE to11 SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS WITH THE to11 ENTITY INDICATED BELOW (“to11”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON AND YOU SHOULD NOT USE THE to11 SERVICES.

In this Agreement, “you,” “your” and “Customer” will refer to you as the end user of the to11 Services. However, if you are registering for a to11 account or using the to11 Services on behalf of an entity or other organization that is the end user of the to11 Services, then you are agreeing to these Terms for that entity or organization and representing to to11 that you have the authority to bind such entity or organization to these Terms.

“to11” in these Terms is defined as to11 Inc. of 1111B S Governors Ave # 52102, Dover Delaware 19901, United States.

01Certain definitions

1.1 The following terms, when used in this Agreement, will have the following meanings:

“Confidential Information”means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Confidential Information will not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“to11 Services” means the SaaS-based LLM and Agent Development platform provided by to11 to you (including the to11 APIs, Documentation and technical support that may be made available by to11 to you in connection with such services), and subsequent updates or upgrades of any of the foregoing made generally available by to11.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by to11 for the to11 Services.

“Service Order” means any Service Ordering document, online sign-up flow or written quotation referencing and incorporating these Terms that is accepted by both parties and which sets out the to11 Services to be provided, the applicable fees and the subscription term.

“Customer Content” means all data, code, templates, modules, configurations, logs and other materials submitted, uploaded, generated or transmitted by or on behalf of Customer to or through the to11 Services, excluding Usage Data.

“Usage Data”means telemetry, metrics, performance data, logs and other technical information generated by or derived from Customer’s use of the to11 Services, in each case in a de-identified and aggregated form that does not identify Customer or any individual.

“AI Features” means any feature of the to11 Services that uses artificial intelligence, machine learning or large language models to generate, suggest, summarise or otherwise produce outputs, including any such features made available as Beta Services.

02Changes

2.1 These Terms. to11 may revise these Terms from time to time if technical, economic or legal conditions change. If to11 does revise these Terms, the revised Terms will supersede prior versions. Unless to11 says otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. to11 will provide you advance notice of any material revisions less than thirty (30) days before the effective date and grant you a thirty (30) day right to object. This notice will be provided via the account portal and/or via an email to the email address to11 has on file. Your continued access or use of the to11 Services following the effective date constitutes your acceptance of any revisions. If you object to the changes in due form and time, the Terms remain unchanged. to11 then has the right to terminate the Agreement with a notice period of thirty (30) days, if it is not reasonable for to11 to adhere to the old Terms.

2.2 to11 Services.You acknowledge that to11 may change, deprecate or republish to11 APIs for any to11 Services or feature of the to11 Services from time to time, and that it is your responsibility to ensure that calls or requests you make to the to11 Services are compatible with then-current to11 APIs for the to11 Services. Although to11 endeavors to avoid changes to the to11 APIs or to11 Services that are not backwards compatible, if any such changes become necessary to11 will endeavor to notify you at least thirty (30) days prior to to11’s implementation of any such incompatible changes of which it becomes aware.

2.3 Service Updates. From time to time, to11 may provide upgrades, patches, enhancements, corrections or fixes to the to11 Services to its customers generally without additional charge (“Updates”). Updates will become part of the to11 Services and are subject to these Terms. to11 shall have no obligation to provide any particular Update. to11 will use commercially reasonable efforts to give Customer reasonable prior notice of any material changes to the to11 Services.

03to11 Services

3.1 Provision of Services. Subject to the terms and conditions of this Agreement and any applicable Service Order and the to11 Acceptable Use Policy (the “AUP”), to11 will use commercially reasonable efforts to make the to11 Services available to you pursuant to this Agreement, and hereby grants you a non-exclusive, non-transferable right to access and use the to11 Services to manage Customer Content, including the right to write and execute software applications or websites (“Customer Applications”) that interface with the to11 Services. Each Service Order, upon acceptance by to11, shall be incorporated into and form a part of this Agreement. In the event of a conflict between these Terms and a Service Order, the Service Order shall control as to the subject matter it addresses.

3.2 Restrictions. The rights granted herein are subject to the following restrictions (the “License Restrictions”):

• (a) You will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the to11 Services;
• (b) Except for Customer Applications that use the to11 Services, you will not transfer, distribute, resell, lease, license, or assign to11 Services or otherwise offer the to11 Services on a standalone basis;
• (c)You will not (nor will you permit any third party to) use to11 Services in any manner that violates to11’s AUP (or any other term of this Agreement);
• (d) You will not otherwise use the to11 Services outside the scope expressly permitted hereunder;
• (e) You will ensure that you and your users do not use temporary email addresses or share user accounts among multiple individuals, and you will permit to11 to terminate the accounts of any users that violate this Agreement or the AUP;
• (f) You will not use the to11 Services, or any of their outputs, to build, train or improve a product or service that is competitive with the to11 Services;
• (g) You will not interfere with, or attempt to interfere with, the proper working of the to11 Services or any activities conducted on the to11 Services;
• (h) You will not bypass or circumvent any measures to11 uses to prevent or restrict access to the to11 Services (or to any accounts, computer systems or networks connected to the to11 Services); and
• (i)You will not perform, or cause to be performed, any vulnerability, penetration or other security testing of the to11 Services without to11’s prior written consent.

3.3 Account Registration; Other Customer Responsibilities.

(a) To use the to11 Services, you will be asked to create an account. As part of the account creation process, you will be asked to provide your email address and create a password. When registering an account, you must provide true, accurate, current and complete information about yourself, and keep that information current.

(b) You will (i) be responsible for all use of the to11 Services and Documentation under your account (whether or not authorized); (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Application(s); (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the to11 Services and Documentation and notify to11 promptly of any such unauthorized access or use; and (iv) be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the to11 Services.

3.4 Service Availability.Subject to Customer’s payment of all applicable fees, to11 will undertake commercially reasonable efforts to make the to11 Services available twenty-four (24) hours a day, seven (7) days a week, as further described in the to11 Service Level Agreement, which is incorporated into and forms part of this Agreement. to11 reserves the right to suspend access to the to11 Services (i) for scheduled or emergency maintenance, or (ii) in the event of a breach of this Agreement (including failure to pay any amounts due).

04Fees

4.1 Fees.You agree to pay the subscription fees, additional usage fees and other fees set forth in each applicable Service Order or, in the absence of a Service Order, to11’s then-current standard schedule of fees. Fees are quoted and payable in either United States Dollars or Euros depending on your location. Payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable, except as expressly set out in this Agreement.

4.2 Payment. Subject to certain credit requirements as determined by to11, to11 may let you pay amounts due under these Terms in arrears. If to11 lets you do that, you will make all of the payments due hereunder within thirty (30) days of the date of the invoice. Subject to the fee dispute resolution procedures below, if you are overdue on any payment and fail to pay within ten (10) business days of a written notice of your overdue payment, then to11 may assess and you must pay a late fee and/or suspend your account until you pay the amount you are overdue plus the late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by law, whichever is less.

4.3 Fee Disputes. You must notify to11 in writing if you dispute any portion of any fees paid or payable by you under this Agreement. You must provide that written notice to to11 within sixty (60) days of the applicable charge and to11 will work together with you to resolve the applicable dispute promptly. If you do not provide to11 with this written notice of your fee dispute within this 60-day period, you will not be entitled to dispute any fees paid or payable by you.

4.4 Suspension.If your use of the to11 Services exceeds the amounts prepaid by you or if you fail to pay any amounts due by you, to11 may suspend your account following at least five (5) business days’ written notice to you.

4.5 Net of Taxes. All fees are exclusive of any applicable use, sales, value added, excise and other similar taxes and government charges (collectively, “Taxes”). Taxes do not include any taxes on the net income of to11 or any of its affiliates. Unless you qualify for a jurisdictional tax exemption and provide to11 with the necessary documentation, you will not withhold any Taxes from any amounts due to to11, except to the extent required under mandatory local law.

05Proprietary rights, confidentiality and privacy

5.1 to11’s Ownership Rights.As between the parties, to11 exclusively owns all right, title and interest in and to the to11 Services. Except for the express rights granted hereunder, to11 reserves all rights, title and interest in and to the to11 Services and to11’s Confidential Information.

5.2 Feedback. Customer may from time to time provide to11 suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the to11 Services. to11 will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. to11 will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

5.3 Customer Content. As between the parties, the Customer Content and Customer Applications will be owned by you. You hereby grant to to11 a non-exclusive, worldwide license to copy, distribute and use Customer Content for the purpose of providing, securing and supporting the to11 Services for Customer.

5.4 Confidentiality.Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof and the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).

5.5 Usage Data.Notwithstanding anything to the contrary, to11 owns all Usage Data and may use Usage Data during and after the term of this Agreement to operate, secure, improve and develop the to11 Services and to11’s other products and services, and to disclose such Usage Data in an aggregated and de-identified form that does not identify Customer or any individual. Usage Data is not Customer Confidential Information.

5.6 Personal Data. Processing of personal data, if any, by to11 for Customer is subject to the to11 Data Processing Addendum available at https://to11.ai/legal/dpa (the “DPA”), which is hereby incorporated into these Terms. In the event of a conflict between these Terms and the DPA in respect of the Processing of Personal Data (each as defined in the DPA), the DPA shall prevail.

5.7 No Use of Customer Content to Train AI Models. to11 will not use any Customer Content to train, develop, fine-tune, evaluate or improve any artificial intelligence or machine learning model, algorithm or system, whether proprietary to to11 or provided by a third party. This §5.7 does not restrict to11’s use of Usage Data or de-identified, aggregated data as described in §5.5, or its use of Feedback as described in §5.2.

5.8 Confidentiality Term; Return or Destruction. The obligations in §5.4 will apply for a period of five (5) years from the date of first disclosure of the applicable Confidential Information, except that Confidential Information that constitutes a trade secret under applicable law will remain protected for so long as it retains trade secret status. Upon expiry or termination of this Agreement, the receiving party will, upon the disclosing party’s written request, return or destroy all Confidential Information of the disclosing party in its possession or control, and on request will certify such destruction in writing. The receiving party may retain copies required by law, by its bona fide document retention policies or contained in routine archival back-ups, in each case subject to ongoing confidentiality obligations under this §5.

06Warranties and disclaimers

6.1 Customer. You warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Customer Applications and Customer Content in connection with the to11 Services as contemplated herein.

6.2 DISCLAIMER.THE to11 SERVICES AND ANY BETA SERVICES (AS DEFINED BELOW) ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE FULLEST EXTENT PERMITTED BY LAW. to11 HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE to11 SERVICES AND BETA SERVICES. THE SERVICE AVAILABILITY COMMITMENT IN §3.4, THE INDEMNITY IN §7, AND ANY EXPRESS WARRANTY OR SERVICE CREDIT SET OUT IN A SEPARATE SERVICE LEVEL AGREEMENT OR SERVICE ORDER ARE NOT AFFECTED BY THIS DISCLAIMER.

6.3 BETA SERVICES. FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH to11 (E.G. SO CALLED EARLY ACCESS PROGRAM) WHERE YOU GET EARLY ACCESS TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY to11. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE, ARE PROVIDED “AS IS”, AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. YOU OR to11 MAY TERMINATE YOUR ACCESS TO THE BETA SERVICES AT ANY TIME.

6.4 AI Features.Certain features of the to11 Services may constitute AI Features. Customer acknowledges and agrees that: (a) artificial intelligence, machine learning and large language models are rapidly evolving fields of study, and given the probabilistic nature of such systems, use of AI Features may in some situations result in incorrect, incomplete, biased or otherwise inaccurate outputs; (b) Customer is solely responsible for reviewing, testing and verifying the accuracy, safety and appropriateness of any output generated by an AI Feature before relying on it, deploying it into any environment (including any production environment), or using it to make any decision; (c) relying upon any output of an AI Feature without such verification could cause harm, including to Customer’s systems, infrastructure, customers and data; (d) Customer will not include in its inputs to any AI Feature any inputs that are unlawful, infringing, deceptive or designed to manipulate the AI Feature to generate unlawful, infringing or deceptive outputs; and (e) Customer will comply with any additional usage guidelines, rate limits or use restrictions that to11 communicates in the Documentation or the account portal. to11 will use commercially reasonable efforts to comply with industry-standard artificial intelligence guidelines applicable to AI Features. For clarity, AI Features form part of the to11 Services and are subject to the disclaimer in §6.2 and the limitations of liability in §8. AI Features may be made available as Beta Services, in which case §6.3 also applies.

6.5 Third-Party Services.The to11 Services are designed to be used with third-party products, services and platforms that are not provided by to11, including model providers (such as Anthropic and OpenAI) and cloud providers (such as Amazon Web Services, Microsoft Azure and Google Cloud). to11 is not a party to any agreement between Customer and a Third-Party Service provider. Customer is solely responsible for (i) its use of any Third-Party Service in accordance with the provider’s terms, (ii) any fees or charges incurred with a Third-Party Service provider, and (iii) any configurations, credentials or secrets it provides to the to11 Services for use with a Third-Party Service. to11 is not responsible or liable to Customer or any third party for any loss, damage, expense or liability arising from any Third-Party Service or the failure of any Third-Party Service to operate correctly.

07Indemnification

7.1 Indemnification by Customer. You will defend, indemnify and hold to11 and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, governmental investigation or enforcement action (a “Claim”) arising out of or relating to (a) your activities under these Terms or your acts or omissions in connection with the provision of any Customer Application, (b) Customer Content, (c) your use of any Third-Party Service, or (d) your breach of §§3.2, 3.3, 5.4, 6.1 or the AUP. to11 and its affiliates will cooperate as fully as reasonably required in the defense of any Claim, at your expense. to11 reserves the right, at your expense, to retain separate counsel for themselves in connection with any Claim or, if you have not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which they are a named party and that is otherwise subject to indemnification under this Section.

7.2 Indemnification by to11. Subject to §7.3, to11 will defend Customer and its affiliates and each of their respective directors, officers and employees (the “Customer Indemnitees”) from and against any Claim brought by an unaffiliated third party alleging that the to11 Services, as provided by to11 and used by Customer in accordance with this Agreement, infringe or misappropriate that third party’s patent, copyright, trademark or trade secret rights, and will pay the damages and costs finally awarded against the Customer Indemnitees in any such Claim (or the settlement amount agreed by to11). If a Claim under this §7.2 is made or, in to11’s reasonable opinion, is likely to be made, to11 may, at its option and expense: (i) procure for Customer the right to continue to use the affected to11 Services; (ii) modify the affected to11 Services so that they are no longer infringing while retaining substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected to11 Services and refund any pre-paid, unused fees for the terminated portion of the subscription term.

7.3 Exclusions.to11’s obligations under §7.2 do not apply to the extent a Claim arises from or relates to: (a) Customer Content or Customer Applications; (b) use of the to11 Services in combination with any product, service, data, or material not provided by to11, where the Claim would not have arisen absent such combination; (c) any modification of the to11 Services not made by to11; (d) Customer’s continued allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; (e) Beta Services; (f) any Third-Party Service; or (g) Customer’s breach of this Agreement. This §7 states to11’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any third-party Claim that the to11 Services infringe or misappropriate third-party intellectual property rights.

7.4 Procedure.The indemnifying party’s obligations under this §7 are conditioned on the indemnified party: (i) promptly notifying the indemnifying party in writing of the Claim (provided that a failure to give prompt notice will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by such failure); (ii) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim in a manner that admits fault of, or imposes a non-monetary obligation on, the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld); and (iii) providing reasonable cooperation in the defense of the Claim at the indemnifying party’s expense.

08Limitation of liability

8.1 Exclusion of Damages.EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER §7, CUSTOMER’S BREACH OF §3.2 (LICENSE RESTRICTIONS) OR §5 (CONFIDENTIALITY AND PROPRIETARY RIGHTS), AMOUNTS OWED BY CUSTOMER UNDER §4, AND LIABILITY ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF THAT PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Direct Damages.EXCEPT AS PROVIDED IN §8.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (I) THE FEES PAID OR PAYABLE BY CUSTOMER TO to11 UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (II) FIFTY THOUSAND EUROS (€50,000).

8.3 Excluded Claims.The cap in §8.2 does not apply to: (a) either party’s indemnification obligations under §7; (b) Customer’s payment obligations under §4; (c) Customer’s breach of §3.2 (License Restrictions); (d) either party’s breach of §5 (Proprietary Rights, Confidentiality and Privacy); or (e) liability arising from a party’s gross negligence, wilful misconduct or fraud. Nothing in this Agreement excludes or limits either party’s liability to the extent such liability cannot be excluded or limited under applicable law.

THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET OUT IN THIS §8 IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

09Termination and suspension

9.1 Term. The term of this Agreement will commence on the date these Terms are accepted by you or, if earlier, the effective date of the first Service Order, and continue until your account is terminated as set forth below or all Service Order terms have expired or been terminated.

9.2 Termination and Suspension.You may terminate your account at any time through the account management tools made available through the to11 Services. Either party may terminate this Agreement or the affected Service Order for cause if the other party materially breaches this Agreement and fails to cure that breach within thirty (30) days of receipt of written notice describing the breach in reasonable detail. to11 may terminate or suspend your account immediately for cause if: (a) you violate (or give to11 reason to believe you have violated) the AUP; (b) there is reason to believe the traffic created from your use of the to11 Services or your use of the to11 Services is fraudulent or negatively impacting the operating capability of to11 Services; (c) to11 determines, in its reasonable discretion, that providing the to11 Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the to11 Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If to11 suspends your account, to11 will make a reasonable attempt to notify you. If Customer terminates this Agreement for to11’s uncured material breach, to11 will refund any pre-paid, unused fees for the terminated portion of the subscription term. No refund will be provided where to11 terminates this Agreement under §§9.2(a)–(d), or where Customer terminates for any reason other than to11’s uncured material breach.

9.3 Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

9.4 Customer Content on Termination. For a period of thirty (30) days following the effective date of termination or expiration of this Agreement (the “Retrieval Period”), to11 will, upon Customer’s written request, make Customer Content available to Customer for export in a commercially reasonable format. Following the Retrieval Period, to11 may delete Customer Content from its live production systems in the ordinary course, subject to any longer retention period required by law or by the DPA. Customer Content retained in routine back-ups will be deleted on the ordinary back-up cycle. If Customer’s account is more than ninety (90) days delinquent on undisputed fees, to11 may, on not less than five (5) business days’ prior written notice, delete Customer Content prior to the end of the Retrieval Period.

10General

10.1 Export Controls.The to11 Services, including any software to11 may provide in connection with the to11 Services, are subject to applicable export control laws and economic sanctions regulations. In receiving this software or the to11 Services, you agree to comply strictly with all domestic and international export and economic sanctions laws and regulations as they apply to this software and the to11 Services. You warrant that neither you nor any party that wholly or partially owns you (if you are a legal entity) is listed on or acting on behalf of or will act on behalf of any E.U. or U.S. government list of prohibited or restricted parties or organized, headquartered or located in (or a national of) a country that is subject to a E.U. or U.S. government embargo or that has been designated by the E.U. or the U.S. government as a “terrorist supporting” country (an “Embargoed Jurisdiction”).

10.2 Publicity.You agree that to11 may refer to you as a to11 customer and use your name, logo, and other trademarks in to11’s marketing materials, website and other publicity items in other mediums; however, to11 will not use your name, logo or other trademarks in any joint press releases, customer references, or case studies without your prior written consent (which may be by email).

10.3 Assignment; Delegation.Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement, and to11 may assign or transfer this Agreement to an affiliate. to11 may have any of its obligations performed through an affiliate or subcontractor of to11, provided that to11 will remain responsible for its obligations hereunder. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void.

10.4 Waiver. No waiver of any rights hereunder will be effective unless assented to in writing by both parties. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.5 [Reserved]. Amendments by to11 are governed exclusively by §2.1.

10.6 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto. Neither party will have the authority to obligate or bind the other in any manner.

10.7 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect.

10.8 Issue Resolution and Governing Law. If you have any issues with the to11 Services or to11, you must try to resolve the issue first through to11 customer support. This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws, and all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Delaware. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

10.9 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to you must be sent to your email or other address as set forth in your account information. Notices to to11 must be sent to to11 Inc., 1111B S Governors Ave # 52102, Dover, Delaware 19901, United States, Attn: Legal.

10.10 Entire Agreement. This Agreement (including the AUP, the DPA, the SLA and any Service Order) comprises the entire agreement between you and to11 with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written).

10.11 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.12 Government Terms. to11 provides the to11 Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. All other use is prohibited and no rights other than those provided in this Agreement are conferred.

10.13 Interpretation.For purposes hereof, “including” means “including without limitation”.

10.14 Prevailing Party Fees.In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.