Terms of Service
Effective date: 14th of November, 2025
THESE TERMS OF SERVICE (the “Agreement”) GOVERN CUSTOMER’S RECEIPT, ACCESS, TO AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY FIRST BATCH, INC. (“FirstBatch”). IN ACCEPTING THIS AGREEMENT BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE ACCESS PLAN FOR THE SERVICE THROUGH A SCREEN THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, CUSTOMER AGREES TO BE BOUND BY ITS TERMS.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR THE APPLICABLE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR RECEIVE THE SERVICE. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:
The Service
Service Description. Kai is an AI-based codebase analysis and evolutionary coding tool integrated with GitHub and VS Code, developed and operated by FirstBatch, Inc. (the “Service”). Anything Customer (including Users) posts, uploads, shares, stores, or otherwise provide through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to the Service. Further terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may also include templates, help documents, and other documents or information that can assist Customer using the Service (“FirstBatch Content”). Customer will not receive or have access to the code or software that underlies the Service (collectively the “Software”) or receive a copy of the Software itself. Kai processes repository contents and code transiently and does not train, fine-tune, or improve machine-learning models using Customer code or content, except as expressly permitted by this Agreement.
Customer’s Subscription. Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed to by the parties through FirstBatch’s website that reference this Agreement and describe the business terms related to Customer’s subscription (“Order(s)”). All subscriptions will be for the period described on the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only by individuals authorized by Customer and for Customer’s own internal business purposes and not for the benefit of any third party (“Users”).
FirstBatch’s Ownership. FirstBatch owns the Service, Software, FirstBatch Content, Documentation, and anything else provided by FirstBatch \***\*to Customer (collectively the “**FirstBatch Materials\*\*”). FirstBatch retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the FirstBatch Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under this Agreement and any rights not expressly granted to Customer in this Agreement are expressly reserved by FirstBatch.
Repository Access and Permissions. The Service interacts with Customer repositories only through the Customer’s configuration of the FirstBatch GitHub App or other authorized integrations. All access rights, including repository-level permissions, are controlled solely by Customer through GitHub or Customer’s developer tools. FirstBatch does not manage or override Customer’s repository permissions and has no responsibility for Customer’s configuration of such permissions. Customer is fully responsible for determining which individuals may grant or modify repository access and for all actions taken through accounts under its control. For clarity, the Service does not provide or manage user-to-user permissioning within Kai itself.
Restrictions
Customer’s Responsibilities. Customer is responsible for all activity occurring under its accounts and for ensuring that its Users comply with this Agreement. Customer is solely responsible for determining which repositories, files, or environments are connected to the Service and will ensure that no production secrets, credentials, regulated datasets, or personal data beyond what is unavoidable in normal source-code workflows are provided to the Service. FirstBatch is not responsible for any misuse, misconfiguration, or accidental exposure caused by Customer’s repository settings, GitHub permissions, or developer environment.
Use Restrictions. Customer agrees that it will not, and will not allow Users or any third party to, directly or indirectly: (a) modify, translate, copy, reproduce, or create derivative works based on the Service, including Kai’s model-orchestration logic, agent workflows, prompts, or analysis pipelines; (b) reverse assemble, reverse compile, reverse engineer, decompile, or otherwise attempt to discover the source code, non-public APIs, underlying ideas, algorithms, models, or technical design of the Service, except to the limited extent such restriction is prohibited by applicable law; (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or make the Service available to any third party other than its Authorized Users; (d) remove, alter, or obscure any copyright, trademark, proprietary notices, legends, or branding belonging to FirstBatch within the Service, reports, or any output generated through the Service; (e) use the Service in violation of any applicable federal, state, local, foreign, or international law or regulation, including export-control laws, data-protection laws, or sanctions restrictions; (f) attempt to gain unauthorized access to, interfere with, damage, circumvent, or disrupt any part of the Service, including by introducing malware, harmful code, automated scripts, bots, or by exploiting infrastructure weaknesses; (g) use or access the Service, its outputs, or its logic to build, train, support, or assist in building products or services competitive to Kai, including code-analysis tools, AI coding assistants, evolutionary coding systems, agent-based development tools, or similar LLM-orchestration products; (h) attempt to probe, scan, or test the vulnerability of the Service or any FirstBatch system or network, perform penetration testing, or run automated security scanning tools without FirstBatch’s prior written consent; (i) interfere with or disrupt the integrity, performance, or security of the Service or any data contained therein; (j) use scraping, crawling, robot, or spider technologies to access or extract information from the Service; (k) publicly disseminate performance results, benchmarking data, or analysis of the Service without FirstBatch’s prior written approval; (l) impersonate another person or entity, misrepresent affiliation, or use the Service in a misleading or fraudulent manner; (m) upload, provide, or expose the Service to any production secrets, credentials, encryption keys, regulated datasets, or highly sensitive personal information (e.g., PCI, protected health information, special-category GDPR data); (n) submit code, repositories, or content that Customer does not have lawful rights to share or grant access to through GitHub or its other integrations; (o) attempt to extract or reconstruct proprietary agent decisions, prompts, or system messages through prompt-hacking or model-extraction techniques; (p) use the Service in any manner intended to evaluate, recreate, or reverse-engineer the behavior of Kai’s underlying AI models, prompts, workflows, or decision-making logic; (q) intentionally overload, stress-test, or misuse the Service in ways inconsistent with ordinary evaluation or development workflows.
If Customer uses the Service in a manner that, in FirstBatch’s reasonable judgment, causes or is reasonably likely to cause harm, disrupt functionality, or threaten security or availability, FirstBatch may suspend access. FirstBatch will attempt to provide notice where practicable and will limit suspension to only the offending account(s).
API Access Restrictions. As part of provision of its Service, FirstBatch may provide Customer with access to one or more application program interfaces (“API(s)”). FirstBatch may, in its sole discretion, set and enforce limits on Customer’s use of the API and Customer agrees to adhere to such limits. FirstBatch may also suspend Customer’s access to the API or cease providing the API at any time.
Third-Party Applications.
The Service may interoperate with third-party products, platforms, or developer tools that are not owned or controlled by FirstBatch, including GitHub, GitHub Apps, Visual Studio Code, or model-inference providers (“Third-Party Applications”). Customer may, at its sole option, choose to enable or use such Third-Party Applications. Where integration is required for the Service to function, Customer authorizes FirstBatch to receive only those access tokens, permissions, repository metadata, or integration signals that Customer explicitly grants through the relevant Third-Party Application interface (such as the GitHub App installation flow or the VS Code extension permission model). FirstBatch does not request, receive, or store Customer usernames, passwords, or direct login credentials for any Third-Party Application.
Customer represents and warrants that it has the lawful right to grant the permissions or access necessary for the Service to interoperate with the Third-Party Application, and that doing so does not breach any agreement governing Customer’s use of such Third-Party Application.
Third-Party Applications are operated solely by their respective providers. Customer’s use of any Third-Party Application is governed exclusively by the terms, conditions, and privacy policies of the provider of such application, and not by this Agreement. FirstBatch does not endorse, control, or assume responsibility for any Third-Party Application.
Customer acknowledges that FirstBatch is not liable for:
any acts or omissions of Third-Party Application providers,
any downtime, data loss, or security incidents caused by those providers,
Customer’s inability to use the Service due to issues originating from a Third-Party Application, or
any obligations arising from Customer’s separate contractual relationship with such providers.
Customer’s use of Third-Party Applications is entirely at Customer’s own risk.
Payment Obligations
Fees. Customer will pay for access to and use of any paid portions of the Service as set forth on the applicable Order (“Fees”). Certain features or evaluation programs, including Pilot programs, may be provided at no charge. All Fees will be paid in the currency stated in the applicable Order or, if no currency is specified, U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, non-refundable. FirstBatch may modify its Fees or introduce new Fees in its sole discretion. Customer always has the right not to renew its subscription if it does not agree with any new or revised Fees.
Payment. FirstBatch, either directly or through its third-party payment processor (“Payment Processor”) will charge Customer for the Fees via credit card or ACH payment, pursuant to the credit card or ACH payment information provided by Customer to FirstBatch. FirstBatch \***\*will have the right to charge Customer’s credit card or ACH payment method for any services provided to Customer by FirstBatch \*\*under the Order, including recurring Fees. It is Customer’s sole responsibility to provide FirstBatch with current and up to date credit card or ACH information; failure to provide such information may result in suspension of Customer’s access to the Services. FirstBatch will also have the right to set-off any Fees due from Customer to FirstBatch**. If Customer pays the Fees through a Payment Processor such payment processing will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. FirstBatch is not responsible for any error by, or other acts or omissions of, the Payment Processor. FirstBatch reserves the right to correct any errors or mistakes that the Payment Processor makes even if FirstBatch has already requested or received payment. If authorized by Customer through acceptance of an Order, recurring charges (e.g. monthly billing) will be charged to Customer’s payment instrument without further authorization from Customer, until Customer terminates this Agreement in accordance with its terms or changes its payment method in Customer’s account in the Service.
Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If FirstBatch has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, FirstBatch will invoice Customer and Customer will pay that amount unless Customer provides FirstBatch \*\*\*\*with a valid tax exemption certificate authorized by the appropriate taxing authority in advance. For clarity, FirstBatch is solely responsible for taxes assessable against it based on its income, property, and employees.
Failure to Pay. If Customer fails to pay any Fees when due, FirstBatch may suspend Customer’s access to the Service pending payment of such overdue amounts. Customer also authorizes FirstBatch \***\*to make multiple re-attempts at charging the Customer’s payment instrument if an initial charge attempt is unsuccessful, without any specific limit on the number of retries. If Customer believes that FirstBatch has billed Customer incorrectly, Customer must contact FirstBatch \*\***no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Once FirstBatch receives notice of a disputed invoice, FirstBatch will review such notice and provide Customer with a written decision regarding the dispute, including documentary support for such decision. If FirstBatch reasonably determines that the amounts billed are, in fact, due, Customer will pay such amounts (if it has not done so already) within ten (10) days of FirstBatch notifying Customer in writing of such decision.
Term and Termination
Agreement Term and Renewals. Subscriptions to access and use the Service commence on the start date stated on the applicable Order (“Subscription Start Date”) and continue for the duration of the Subscription Period. Customer may choose not to renew its Subscription Period by notifying FirstBatch at legal@dria.co (provided that FirstBatch confirms such cancellation in writing) or by modifying its subscription settings within the Service. This Agreement becomes effective on the Subscription Start Date and remains effective for the duration of the Subscription Period, including any renewals, and for any period during which Customer uses the Service even without a paid Order (“Term”). If Customer cancels or does not renew a paid subscription, Customer’s account may be downgraded to a limited-feature version of the Service, if such free tier is offered by FirstBatch (“Free Version”). If no Free Version is offered, access will terminate upon expiration of the Subscription Period.
Termination. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the breaching party’s receipt of such notice. FirstBatch may terminate Customer’s access to the Free Version at any time upon notice to Customer.
Effect of Termination. If Customer terminates this Agreement because of FirstBatch’s uncured breach, FirstBatch will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If FirstBatch terminates this Agreement because of Customer’s uncured breach, Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the effective date of termination. Upon termination, all rights and licenses granted to Customer immediately terminate. Because the Service processes Customer code and repository contents transiently and does not retain persistent copies of source code, FirstBatch will delete or disable access to Customer's account information and any non-transient operational data associated with Customer’s use of the Service within thirty (30) days following termination, unless a shorter deletion period is requested by Customer or retention is required by law. If FirstBatch offers a Free Version and Customer transitions to it, FirstBatch may retain limited account metadata necessary to operate the Free Version. FirstBatch may delete accounts on the Free Version that are inactive for one (1) year or more.
Survival. Sections titled “FirstBatch’s Ownership”, “Third-Party Applications”, “Payment Obligations”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data” and “General Terms” will survive any termination or expiration of this Agreement.
Warranties and Disclaimers
Warranties. Customer represents and warrants that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations, and that Customer has all rights necessary to grant FirstBatch the limited rights to process such User Submissions as described in this Agreement.
Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE AND ALL RELATED COMPONENTS, FEATURES, ANALYSES, RECOMMENDATIONS, AND INFORMATION—INCLUDING ANY AI-GENERATED OUTPUT PRODUCED BY KAI—ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND. FIRSTBATCH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
CUSTOMER ACKNOWLEDGES AND AGREES THAT:
AI-GENERATED SUGGESTIONS, ANALYSES, OR RECOMMENDATIONS MAY BE INCORRECT, INCOMPLETE, OR UNSUITABLE FOR PRODUCTION USE; KAI DOES NOT PROVIDE LEGAL, SECURITY, OR PROFESSIONAL ENGINEERING ADVICE; CUSTOMER REMAINS SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VALIDATING ALL OUTPUT BEFORE USE IN ANY DEVELOPMENT OR PRODUCTION ENVIRONMENT; AND FIRSTBATCH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF DEFECTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES; THE ABOVE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FIRSTBATCH WILL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE—FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) ANY DAMAGES ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF, RELIANCE UPON, OR ACTIONS TAKEN BASED ON AI-GENERATED OUTPUT, CODE SUGGESTIONS, ANALYSES, OR RECOMMENDATIONS PROVIDED BY THE SERVICE; (C) ANY DAMAGES ARISING FROM CUSTOMER’S CONFIGURATION OF REPOSITORY PERMISSIONS, ACCESS TOKENS, OR THIRD-PARTY INTEGRATIONS (INCLUDING GITHUB), OR FROM ANY ACTION OR OMISSION OF USERS WITH ACCESS GRANTED BY CUSTOMER; (D) ANY DAMAGES BASED ON INTERRUPTION OR INABILITY TO USE THE SERVICE, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, SECURITY INCIDENTS, OR SYSTEM FAILURE; OR (E) ANY DAMAGES THAT IN THE AGGREGATE EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION APPLY WHETHER OR NOT FIRSTBATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Confidentiality
Definition. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical, or financial information relating to the Disclosing Party’s business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). FirstBatch’s Confidential Information includes non-public information regarding features, functionality, performance, models, and system architecture of the Service. Customer’s Confidential Information includes User Information and User Submissions, including any repository contents, source code, documentation, or related materials accessed through integrations. This Agreement and all Orders are Confidential Information of both parties. Confidential Information does not include information that: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
For clarity, FirstBatch will not use Customer’s Confidential Information (including repository contents and code) to train, fine-tune, or improve any machine-learning models, except as expressly permitted in this Agreement.
Protection and Use of Confidential Information. The Receiving Party will (a) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance (but no less than reasonable care); (b) restrict access to Representatives who need to know such information and who are bound by confidentiality obligations no less protective than those in this Agreement; (c) not disclose the Confidential Information to third parties except as permitted hereunder; and (d) not use the Confidential Information except to fulfill its obligations or exercise its rights under this Agreement. Nothing prevents either party from disclosing the terms of this Agreement to prospective investors or acquirors under customary confidentiality obligations.
Compelled Access or Disclosure. The Receiving Party may disclose Confidential Information if legally required, provided it gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable cooperation if the Disclosing Party wishes to contest or limit the disclosure.
Feedback. Customer may provide suggestions, comments, or other feedback about the Service (“Feedback”). Feedback does not include User Information or User Submissions. FirstBatch may freely use Feedback without restriction, provided it does not identify Customer as the source of such Feedback.
Data
User Information. Customer and its Users are required to provide information such as name, email address, username, IP address, browser type, and operating system (“User Information”) in order to access and use the Service. Customer grants FirstBatch and its subcontractors the right to store, process, and retrieve User Information solely for purposes of providing and securing the Service. Customer represents and warrants that it has obtained all necessary rights to transfer User Information to FirstBatch and to permit its processing under this Agreement.
Customer is responsible for maintaining the security of all usernames, passwords, tokens, and keys under its control, and is liable for any unauthorized use of such credentials except where such unauthorized use results from vulnerabilities in the Service. Customer (on behalf of its Users) grants FirstBatch the right to access, use, process, copy, distribute (to Users), perform (for Users), export (to Users), and display (for Users) User Information only as reasonably necessary to: (a) provide, maintain, and support the Service; (b) prevent or address security, support, or technical issues; (c) comply with applicable law; or (d) perform actions expressly authorized in writing by Customer.
User Submissions. “User Submissions” include all repository contents, code, documentation, comments, or other materials uploaded, accessed, or provided by Customer via the Service or through integrations such as the FirstBatch GitHub App. sCustomer grants FirstBatch and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up license to use, process, and display User Submissions solely to provide the Service to Customer, including executing automated analysis, generating evolutionary coding results, creating patches or suggestions, and facilitating version control operations.
For clarity, FirstBatch will not use User Submissions (including repository contents and code) to train, fine-tune, or improve any machine-learning models, except as expressly permitted in this Agreement or the Data Processing Agreement. User Submissions are processed only transiently to provide the Service and are not stored longer than necessary for operational execution unless Customer explicitly requests otherwise. Except for the limited rights granted herein, Customer retains all right, title, and interest in and to its User Submissions.
Service Data. As Customer interacts with the Service, FirstBatch collects operational data relating to the performance, stability, and usage of the Service (“Service Data”), including event logs, performance metrics, integration metadata, and anonymized telemetry. Provided that Service Data is aggregated and anonymized, and does not reveal any User Information, User Submissions, or any personal or identifying information, FirstBatch may use such Service Data to operate, maintain, improve, and secure the Service. For clarity, Service Data does not include repository contents or code, and FirstBatch will not derive model training data, embeddings, or fine-tuning data from User Submissions. FirstBatch owns all right, title, and interest in aggregated and anonymized Service Data.
Data Protection. FirstBatch implements and maintains reasonable administrative, technical, and physical safeguards to protect Customer Data (User Information + User Submissions) consistent with industry standards and FirstBatch’s documented security practices. Notwithstanding the foregoing, Customer remains responsible for securing its own systems, devices, repositories, GitHub configurations, and credentials. During the Term, FirstBatch will process all Customer Data in accordance with the Data Processing Agreement available at 14 November, 2025, which is hereby incorporated by reference.
General Terms
Publicity. Provided that Customer gives its prior written consent, FirstBatch may identify Customer and use and display Customer’s name, logo, trademarks, or service marks on FirstBatch’s website and in FirstBatch’s marketing materials.
Force Majeure. FirstBatch will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of FirstBatch that make it impossible or commercially impracticable for such party to perform its obligations hereunder, which may include failure by a third-party hosting provider or utility provider, strikes (provided that such strike does not involve the employees of the party failing to perform), shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Changes. Customer acknowledges that the Service is an on-line, subscription-based product, and that to provide improved customer experience FirstBatch may make changes to the Service provided, however FirstBatch will not materially decrease the core functionality of the Service. FirstBatch may also unilaterally modify the terms of this Agreement by notifying you at least thirty (30) days prior to such changes taking effect and posting such changes at [.].
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law.
Email Communications. Notices under this Agreement will be provided as follows: (a) all notices regarding the Service will be sent by email, although FirstBatch may instead choose to provide notice to Customer through the Service, (b) notices to FirstBatch must be sent to legal@firstbatch.xyz, and (c) all notices to Customer will be sent to the email(s) provided through the Service. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Service.
Amendment and Waivers. No modification or amendment to this Agreement will be effective unless made in writing and signed or accepted by an authorized representative of both parties. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
Severability. This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
Assignment. Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, FirstBatch \***\*may assign this Agreement in its entirety (including all Orders), without the consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all FirstBatch’s \*\***assets. Any purported assignment in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
Entire Agreement. This Agreement, including all referenced pages and Orders, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.