Cortex Terms and Conditions | Chaos Labs

CORTEX TERMS AND CONDITIONS

Last Updated: October 15, 2026

These Cortex Terms and Conditions (this “Agreement”) is entered into by and between Chaos Labs, Inc., a Delaware corporation (“Chaos Labs”), and the entity or individual identified as the customer in the applicable Order Form (“Client”). This Agreement is incorporated by reference into, and governs, each Order Form that references or links to this Agreement and that is submitted, accepted, or executed by Client. This Agreement includes any Supplemental Terms (as defined in Section 2.6) incorporated by reference into an Order Form. Chaos Labs and Client are each a “Party” and together the “Parties.”

BY (A) CLICKING “ACCEPT,” “I AGREE,” OR A SIMILAR BUTTON OR CHECKBOX PRESENTED WITH AN ORDER FORM, (B) SUBMITTING, SIGNING, OR OTHERWISE COMPLETING AN ORDER FORM THAT REFERENCES OR LINKS TO THIS AGREEMENT, OR (C) ACCESSING OR USING THE CHAOS LABS SERVICE IN ANY MANNER, CLIENT (I) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS AGREEMENT, (II) AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT AND THE APPLICABLE ORDER FORM, AND (III) AGREES THAT SUCH ACTION CONSTITUTES A LEGALLY BINDING ACCEPTANCE OF THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO THIS AGREEMENT, CLIENT IS NOT AUTHORIZED TO, AND MUST NOT, SUBMIT AN ORDER FORM OR ACCESS OR USE THE CHAOS LABS SERVICE.

If the individual accepting this Agreement on behalf of Client is doing so on behalf of a company or other legal entity, such individual represents and warrants that they have full legal authority to bind such entity to this Agreement, in which case “Client” refers to such entity. If such individual does not have such authority, that individual must not accept this Agreement or submit an Order Form on the entity’s behalf, and neither the individual nor the entity is authorized to access or use the Chaos Labs Service.

DEFINITIONS. Capitalized terms have the meaning set forth below, in the Order Form or as defined within this Agreement.

“Aggregate Data” has the meaning given in Section 5.2.
“Applicable Laws” means all applicable laws, statutes, ordinances, regulations, rules, and self-regulatory guidelines, including any national, federal, state, or local law, rule, or regulation governing labor or employment, including wage and hour laws, nondiscrimination laws, safety and health laws, and employee monitoring and privacy laws.
“Chaos Labs Service” means Chaos Labs’ proprietary AI observability and security platform, consisting of the Chaos Labs Software (if applicable) and other hosted software and services Chaos Labs makes available to Client, as set forth in the applicable Order Form and the Documentation.
“Chaos Labs Software” means the proprietary software Chaos Labs makes available to Client for installation on Client’s corporate-managed endpoint devices (laptops and desktops), as set forth in the applicable Order Form, together with any updates thereto distributed to Client as part of the Chaos Labs Service or in connection with this Agreement.
“Chaos Labs Technology” means the Chaos Labs Service, Performance Data, the Aggregate Data, the Documentation, Chaos Labs Software, any deliverables provided as part of Professional Services, and all applicable software, data, or technical information used by Chaos Labs or provided to Client in connection with the foregoing.
“Client Content” means (a) direct inputs to and direct outputs from Third-Party Services captured by the Chaos Labs Technology from Users, whether via the Chaos Labs Software installed on Client’s corporate-managed endpoint devices or another deployment method made available by Chaos Labs, and (b) any other content, data, or materials provided by Client or accessed by Chaos Labs in connection with the Professional Services. Client Content does not include Performance Data.
“Confidential Information” means all information regarding a Party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving Party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary.
“Documentation” means all specifications, user manuals, and other technical materials relating to the Chaos Labs Service that are provided or made available to Client, and as may be modified by Chaos Labs from time to time.
“Feedback” has the meaning given in Section 5.4.
“Fees” means the fees for the Chaos Labs Service and any Professional Services as set forth on an Order Form.
“Initial Term” has the meaning given in Section 8.1.
“Order Form(s)” means an order form referring to this Agreement, made available by Chaos Labs, that specifies the Chaos Labs Service, any Professional Services, and applicable Fees, and that is accepted by Client electronically as described in the preamble to this Agreement or by signature of the Parties.
“Order Term” has the meaning given in Section 8.1.
“Performance Data” means general performance and usage data about the Chaos Labs Technology, including Client’s use of the Chaos Labs Service (such as technical logs). Performance Data does not include any Client Content.
“Personal Data” means Client Content that constitutes “personal data,” “personal information,” or “personally identifiable information” defined in Applicable Laws or information of a similar character regulated thereby, except that Personal Data does not include such information pertaining to Client personnel who are business contacts for Chaos Labs, or such information received by Chaos Labs directly or from other sources (such as its other customers) independent of Chaos Labs’ relationship with Client.
“Professional Services” means any integration, onboarding, training, or other services related to the Chaos Labs Service performed by Chaos Labs for Client, as identified on an Order Form.
“Renewal Term” has the meaning given in Section 8.1.
“Term” has the meaning given in Section 8.1.
“Third-Party Service” means any third-party service, application, or artificial intelligence tool (such as ChatGPT, Microsoft Copilot, Claude, Gemini, and other similar tools) monitored by the Chaos Labs Service by or on behalf of Client.
“Users” means employees and contractors who are authorized by Client to access the Chaos Labs Service pursuant to Client’s rights under this Agreement.

CHAOS LABS SERVICE; ACCESS; RESTRICTIONS; SUPPORT.

License to the Chaos Labs Service. Subject to the terms and conditions of this Agreement, Chaos Labs hereby grants to Client a limited, non-exclusive, non-sub-licensable, non-transferable (except as provided in Section 13.2), revocable license during the Term to: (a) install and operate the Chaos Labs Software (if applicable) on Client’s corporate-managed endpoint devices (including laptops and desktops) used by Users; (b) route or direct Users’ traffic to Third-Party Services through a Chaos Labs-hosted gateway or similar network-based deployment method, in accordance with the Documentation; and (c) access and use the hosted features of the Chaos Labs Service made available to Client, in each case solely for Client’s internal business purposes and in accordance with the Documentation and this Agreement. Client is responsible for properly configuring its network, devices, and Users’ access to Third-Party Services as necessary to use the Chaos Labs Service, including, where applicable, configuring Client’s systems to route traffic through a Chaos Labs-hosted gateway in accordance with the Documentation. Client may permit Users to access and use the features and functions of the Chaos Labs Service as contemplated by this Agreement, provided Client remains responsible for their compliance with this Agreement.
Access. Unless otherwise set forth in an Order Form, access to the Chaos Labs Service will be authenticated through single sign-on (SSO) or token-based authentication, as applicable to the relevant Service. Client is responsible for all activities that occur through such authentication methods and for ensuring that access to the Chaos Labs Service is limited to authorized Users. Client will promptly notify Chaos Labs of any actual or suspected unauthorized access to, or use of, the Chaos Labs Service.
Restrictions. Client shall ensure that its Users who access or use the Chaos Labs Service do so in accordance with the terms of this Agreement, and Client shall be responsible for any breach of this Agreement by such individuals. Client will not, and will not permit any User or other party to: (a) allow any third party to access the Chaos Labs Technology except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Chaos Labs Technology for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Chaos Labs Technology, except as permitted by law; (d) interfere in any manner with the operation of the Chaos Labs Technology or the hardware and network used to operate the same; (e) attempt to access the Chaos Labs Technology through any unapproved interface; (f) attempt to circumvent any usage restrictions of the Chaos Labs Technology; (g) modify, copy or make derivative works based on any part of the Chaos Labs Technology; (h) access or use the Chaos Labs Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (i) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Chaos Labs or its licensors on the Chaos Labs Technology or any copies thereof; or (j) otherwise use the Chaos Labs Technology in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with Applicable Laws, the Documentation, the Order Form or this Agreement.
Suspension. Chaos Labs reserves the right to suspend Client’s or any User’s access to the Chaos Labs Service for any failure, or suspected failure, to comply with the restrictions set forth in Section 2.3. Chaos Labs may also suspend Client’s or any User’s access to all or any part of the Chaos Labs Service, without notice and without incurring any resulting obligation or liability, if: Chaos Labs believes, in its good faith and reasonable discretion, that Client’s or any User’s use of the Chaos Labs Service poses a risk to the security or integrity of Chaos Labs’ systems, interferes with Chaos Labs’ ability to reliably provide the Chaos Labs Service to other customers, or may subject Chaos Labs to liability. Chaos Labs will use reasonable efforts to notify Client or the applicable User(s) prior to suspension and will restore access to Client or the applicable User(s) as soon as such risks no longer apply.
Support. Subject to the terms and conditions of this Agreement, Chaos Labs will exercise commercially reasonable efforts to: (a) provide support to Client for the use of Chaos Labs Service; and (b) keep the Chaos Labs Service operational and available to Client, in each case in accordance with industry standards and its standard policies and procedures.
Supplemental Terms. Chaos Labs may from time to time make additional products, modules, or features available as part of, or as an add-on to, the Chaos Labs Service, which may be subject to additional terms specific to that product, module, or feature (“Supplemental Terms”). Supplemental Terms will be referenced or linked in the applicable Order Form and will apply to Client upon Client’s purchase or use of the applicable product, module, or feature. Supplemental Terms are incorporated into, and form a part of, this Agreement. Chaos Labs may update Supplemental Terms from time to time by posting a revised version at the applicable linked location, and will provide Client notice of any such update. The updated Supplemental Terms will become effective upon such notice.

PROFESSIONAL SERVICES.

Services. Chaos Labs will provide the Professional Services as set forth in an Order Form. Professional Services and any deliverables provided as a part thereof may only be used in conjunction with the Chaos Labs Service. All Professional Services will be provided remotely unless otherwise agreed in the applicable Order Form.
Cooperation. Client will reasonably cooperate with Chaos Labs in the performance of the Professional Services. Such cooperation may include (a) the appointment of a single point of contact for all matters related to Professional Services, (b) the provision of reasonable remote network access to those Client systems that utilize Professional Services, and (c) making suitably trained personnel with sufficient knowledge of Client’s systems available during normal business hours. Client acknowledges that to perform the Professional Services, Chaos Labs may be required to have access to certain Client Content.

FEES AND PAYMENT.

Fees. Client will pay Chaos Labs the Fees set forth on an applicable Order Form. Fees are non-refundable (except as expressly set out in this Agreement or an Order Form) and are not eligible for set off. Client will pay the Fees within thirty (30) days after the date of an invoice. Client will maintain complete, accurate and up-to-date Client billing and contact information. Unless otherwise stated on an Order Form, at the end of the Initial Term or any subsequent Renewal Term, Chaos Labs reserves the right to increase the Fees payable for the forthcoming Renewal Term upon written notice to Client at least sixty (60) days prior to the commencement of the Renewal Term. Such revised Fees will take effect immediately upon the commencement of the Renewal Term.
Taxes. All Fees owed by Client in connection with this Agreement are exclusive of, and Client will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Client in connection with this Agreement, except for employment taxes and taxes based on Chaos Labs’ income.
Late Payment. Payments by Client that are past due will be subject to interest at the rate of the lesser of one and one-half percent (1.5%) per month or the maximum allowed by Applicable Laws of that overdue balance. Chaos Labs reserves the right (in addition to any other rights or remedies Chaos Labs may have) to suspend Client’s access to the Chaos Labs Service if any Fees set forth in the applicable Order Form are more than thirty (30) days overdue until such amounts are paid in full.

PROPRIETARY RIGHTS.

Chaos Labs Technology. Client acknowledges that Chaos Labs retains all right, title and interest in and to the Chaos Labs Technology, including any enhancements, improvements, or derivatives thereto, and that the Chaos Labs Technology is protected by intellectual property rights owned by or licensed to Chaos Labs. Other than as expressly set forth in this Agreement, no license or other rights in the Chaos Labs Technology are granted to the Client.
Client Content. Client retains all right, title and interest in and to the Client Content. Client hereby grants to Chaos Labs a non-exclusive, worldwide, royalty-free and fully paid-up license during the Term to access and use Client Content: (a) to provide the Chaos Labs Service, Professional Services, and any accompanying support to Client as set forth in this Agreement, and (b) to create aggregated and de-identified data (“Aggregate Data”) to improve Chaos Labs’ products and services.

Client will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Content. Client acknowledges that the Chaos Labs Service captures inputs to and outputs from Third-Party Services used by Users, and that such captured data may include sensitive, confidential, or regulated information. Client is solely responsible for (a) determining the types of data that may be processed through Third-Party Services on devices or environments on which the Chaos Labs Service is deployed, (b) implementing appropriate policies and controls governing Users’ use of such Third-Party Services, and (c) ensuring that Client Content does not violate the intellectual property, privacy, or other rights of any third party or violate any Applicable Laws.
Client is solely responsible for providing any required notices to, and obtaining any required consents from, its employees and contractors regarding the monitoring and capture of their AI tool usage in connection with the Chaos Labs Service, including without limitation as required under Applicable Laws, any applicable employment agreements or policies, or applicable third-party terms of service. Chaos Labs has no responsibility or liability with respect to Client’s compliance with any such notice or consent obligations, and Client represents and warrants that it has obtained and will maintain all such notices and consents throughout the Term.
The Chaos Labs Service monitors and captures data from Third-Party Services, including third-party AI tools, used by Users. Client acknowledges that: (a) Chaos Labs may access Client Content captured from Third-Party Services so that it may be used in accordance with the terms of this Agreement; (b) Third-Party Services are not under the control of Chaos Labs and Chaos Labs is not responsible for any Third-Party Services, including the accuracy, availability, or outputs of any third-party AI tools; and (c) Client’s use of Third-Party Services is governed by Client’s agreements with the applicable providers. Client is solely responsible for ensuring that its and its Users’ use of Third-Party Services complies with the applicable terms of service of such Third-Party Services and all Applicable Laws.

Performance Data. Chaos Labs may monitor Client’s use of the Chaos Labs Service and may collect and compile Performance Data. As between Chaos Labs and Client, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by Chaos Labs. Chaos Labs may use Performance Data to operate, improve, analyze, and support the Chaos Labs Service and for other lawful business purposes, provided that the Performance Data will not identify Client or Client’s Confidential Information.
Feedback. Client or its Users may from time to time provide feedback to Chaos Labs on the use, operation, and functionality of the Chaos Labs Service, including information about known or suspected bugs, errors, or compatibility problems, and suggested modifications or features (collectively, “Feedback”). Chaos Labs may use and incorporate such Feedback in connection with its business, products and services without restriction or consideration to Client. Chaos Labs will not identify Client as the source of any such Feedback. Chaos Labs acknowledges that all Feedback is provided to Chaos Labs on an “as is” basis and that Client is not responsible for Chaos Labs’ use of any Feedback, including any results therefrom.

DATA PRIVACY AND SECURITY. Unless otherwise set forth in the Order Form, the Parties’ respective obligations with respect to the privacy, confidentiality, and security of Personal Data are set forth in the Data Processing Addendum located at https://chaoslabs.xyz/cortex/dpa (the “DPA”), which is hereby incorporated into this Agreement. In the event of any conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA will prevail. Chaos Labs may update the DPA from time to time by posting a revised version at the applicable linked location, and will provide Client notice of any such update. The updated DPA will become effective upon such notice. Client will ensure (and is solely responsible for ensuring) that it has given such notices to and obtained such consents and permissions from all relevant employees, contractors, and other third parties, and has reserved all rights, in each case, as may be required under Applicable Laws or otherwise for Chaos Labs to process Personal Data as contemplated by the Agreement and the DPA.
CONFIDENTIAL INFORMATION.

Restrictions. As a recipient of Confidential Information, each Party will (a) use the Confidential Information of the disclosing Party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing Party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing Party to its employees and contractors who have a need to know such information to use or provide the Chaos Labs Service, and ensure that such employees or contractors are bound by confidentiality obligations at least as protective as those contained herein, and (d) protect the Confidential Information of the disclosing Party from unauthorized use, access, or disclosure in a reasonable manner. For clarity, Personal Data will be treated in accordance with Section 6 (Data Privacy and Security) and the DPA, and will not be deemed Confidential Information for this Section 7.
Exclusions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information that (a) is or becomes generally known and available to the public through no act or omission of the receiving Party, (b) was in the receiving Party’s lawful possession without confidentiality restrictions prior to disclosure by the disclosing Party, (c) is received without confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving Party. The receiving Party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving Party will, if permitted by law, provide advance notice of the disclosure to the disclosing Party and cooperate so that the disclosing Party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.

TERM AND TERMINATION.

Term. The term of this Agreement will commence on the date on which the Parties first enter into an Order Form and continue until all Order Forms have expired, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). Unless otherwise set forth in an Order Form, each Order Form will have an initial term of one (1) year (the “Initial Term”) and will automatically renew for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Order Term”), unless either Party provides written notice of its intent to terminate the Order Form no fewer than ninety (90) days prior to the end of the then-current term.
Termination. Chaos Labs may terminate this Agreement upon written notice if: (a) Client materially breaches this Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (b) Client (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors. Client may terminate this Agreement upon written notice only if Chaos Labs materially breaches this Agreement and does not cure such breach within thirty (30) days after written notice of such breach.
Effect of Termination. Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Client hereunder will immediately terminate and Client will: (a) cease all use of the Chaos Labs Service and Documentation; and (b) uninstall and permanently delete the Chaos Labs Software (if applicable) from all endpoint devices on which it was installed. Termination of this Agreement will not relieve Client of its obligation to pay all Fees that accrued prior to such termination. Each Party will return to the other or destroy all property (including any Confidential Information) of the other Party, except to comply with Section 8.4 below. Notwithstanding the foregoing, each Party may retain the Confidential Information of the other in accordance with its standard backup procedures, subject to the requirements in Section 7 (Confidential Information) and Section 6 (Data Privacy and Security). Sections 1, 2.3, 4, 5 (excluding any term-limited license grants), 7, 8.3, 8.4, and 9-13 will survive the termination of this Agreement.
Data Export. During an Order Term and for thirty (30) days following termination of an Order Term or this Agreement, Chaos Labs will make all Client Content available for export from the Chaos Labs Service. Following this window for the export of Client Content, Chaos Labs may irretrievably erase any Client Content stored on the Chaos Labs Service in complying with Section 8.3 above.

WARRANTIES.

Mutual Warranties. Each Party warrants to the other Party that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement will not conflict with or violate any other agreement to which such Party is bound; and (c) this Agreement constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
Client Warranties. Client further warrants that: (a) it has all rights necessary to provide Client Content to Chaos Labs and to grant Chaos Labs all licenses to Client Content in this Agreement without violating any third-party intellectual property, privacy, or other rights, including Applicable Laws; (b) it has obtained and will maintain, throughout the Term, all consents, notices, licenses, and permissions required for Client to install and operate the Chaos Labs Software (if applicable) on Users’ endpoint devices, including any consents required under Applicable Laws or applicable employment agreements; (c) it has the right to grant Chaos Labs access to the inputs to and outputs from third-party AI tools captured by the Chaos Labs Service, and such access does not violate the terms of service of any third-party AI tool or the rights of any third party; and (d) its use of the Chaos Labs Service, including any content distributed to or captured from Users, complies with all Applicable Laws, including any applicable employment, labor, and employee monitoring laws.

DISCLAIMER. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 9, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE CHAOS LABS TECHNOLOGY IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND (B) CHAOS LABS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CHAOS LABS DOES NOT WARRANT OR REPRESENT THAT THE CHAOS LABS TECHNOLOGY WILL BE FREE FROM BUGS OR UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE CHAOS LABS TECHNOLOGY IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CLIENT ACKNOWLEDGES AND AGREES THAT CHAOS LABS IS NOT LIABLE, AND CLIENT AGREES IT WILL NOT SEEK TO HOLD CHAOS LABS LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH CLIENT.
INDEMNITY.

By Chaos Labs. If any action is instituted by a third party against Client based upon a claim that the Chaos Labs Technology, standing alone and as delivered and when used in accordance with this Agreement, infringes any third party’s intellectual property rights, Chaos Labs will defend such action at its own expense on behalf of Client and will pay all damages attributable to such claim that are finally awarded against Client or paid in settlement. If the Chaos Labs Technology is enjoined or, in Chaos Labs’ determination is likely to be enjoined, Chaos Labs will, at its option and expense (a) procure for Client the right to continue using the Chaos Labs Technology, (b) replace or modify the Chaos Labs Technology so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Client’s access to the Chaos Labs Technology and refund any amounts previously paid for the Chaos Labs Technology attributable to the remainder of the then-current Order Term. Chaos Labs will have no obligation under this Section 11.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Chaos Labs Technology not in accordance with this Agreement or as specified in the Documentation, including any use of Chaos Labs Software that is not the latest released version; (ii) any use of the Chaos Labs Technology in combination with other products, equipment, software or data not supplied by Chaos Labs, including Third-Party Services; or (iii) any modification of the Chaos Labs Technology by any person other than Chaos Labs or its authorized agents. This Section 11.1 sets forth the entire obligation of Chaos Labs and the exclusive remedy of Client against Chaos Labs for any claim that the Chaos Labs Technology infringes a third party’s intellectual property rights.
By Client. Client will defend, indemnify, and hold harmless Chaos Labs and its officers, directors, employees, and agents from and against any and all third-party claims, suits, actions, or proceedings, and all associated damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) Client’s or any User’s breach or alleged breach of this Agreement or any Order Form; (b) Client Content, (c) Client’s or any User’s use of the Chaos Labs Service; or (d) Client’s or any User’s violation of any Applicable Laws. Client will defend such action at its own expense on behalf of Chaos Labs and will pay all damages, costs, and expenses attributable to such claim that are finally awarded against Chaos Labs or paid in settlement of such claim.
Procedure. Any Party that is seeking to be indemnified under the provision of this Section 11 (the “Indemnified Party”) must (a) promptly notify the other Party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), (b) give the Indemnifying Party the sole control over the defense of such Claim, and (c) reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party will not agree to any settlement that requires the Indemnified Party to admit to fault or to take or refrain from taking any action without the Indemnified Party’s prior written consent.

LIMITATION OF LIABILITY. EXCEPT FOR (A) EITHER PARTY’S BREACH OF SECTIONS 2 OR 5, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR (B) CLIENT’S INDEMNIFICATION OBLIGATIONS (COLLECTIVELY, THE “EXCLUDED LIABILITIES”), TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS, LOST DATA, OR LOST BUSINESS IN ANY WAY RELATING TO THIS AGREEMENT. EXCEPT FOR EXCLUDED LIABILITIES, IN NO EVENT WILL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY CHAOS LABS FROM CLIENT PURSUANT TO THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
GENERAL PROVISIONS.

Governing Law; Forum. This Agreement will be governed by, and all disputes arising under or in connection with this Agreement will be resolved in accordance with, the laws of the State of New York, exclusive of conflict or choice of law rules. Any action, suit or other proceeding based upon or arising from this Agreement will be brought and maintained only in a federal or state court of competent jurisdiction located in New York City, New York. Each Party consents to the mandatory jurisdiction and venue of such courts and waives any right to object to jurisdiction and venue. Notwithstanding the foregoing, nothing will prevent a Party from seeking relief in any court of competent jurisdiction for any misuse or misappropriation of that Party’s intellectual property rights or Confidential Information.
Assignment; Subcontractors. Client may not assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of Chaos Labs, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Client’s assets. Chaos Labs may assign or transfer this Agreement, in whole or in part, at any time without Client’s consent. Any attempted assignment or transfer by Client in violation of the foregoing will be null and void. This Agreement will be binding upon each Party’s respective permitted successors and assigns. Client agrees that Chaos Labs may subcontract certain aspects of the Chaos Labs Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Chaos Labs of any of its obligations hereunder.
Order of Precedence. In the event of a conflict among the documents comprising this Agreement, the following order of precedence will govern: any Supplemental Terms applicable to the specific product, module, or feature at issue, then this Agreement, then any Order Form (as applicable), and then the other exhibits, if any. Notwithstanding the foregoing, an Order Form will take precedence over this Agreement if the Order Form expressly states which sections of this Agreement are intended to be superseded by the Order Form.
Notices. Any notice to Chaos Labs under this Agreement must be given in writing to Chaos Labs by email to legal@chaoslabs.xyz. Chaos Labs may give notice to Client by email to the address associated with Client’s account or set forth on the applicable Order Form, by posting the notice on the Chaos Labs website, or by an in-Service notification, in each case effective upon sending or posting. Notices will be deemed to have been given upon: (a) receipt (or when delivery is refused) if delivered in person or sent by recognized courier service, or (b) when sent, if delivered by email. To be deemed effective, any notice of Chaos Labs’ material breach pursuant to Section 8.2 must be in writing, delivered to the address above, and must reference Section 8.2.
Force Majeure. Any delay in the performance of any duties or obligations of either Party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such Party (collectively, a “Force Majeure Event”), provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible. If the Chaos Labs Service is unavailable or materially degraded for a continuous period of fourteen (14) days due to a Force Majeure Event, either Party will have the right to terminate the Agreement, and Chaos Labs will refund any amounts previously paid for the Chaos Labs Service attributable to the remainder of the then-current Order Term.
Publicity. Chaos Labs may use Client’s name and logo to identify Client as a customer, including on Chaos Labs’ website, social media and in sales and marketing materials, in the same manner in which it uses the names of its other customers. Chaos Labs will use Client’s name and logo in accordance with Client’s applicable branding guidelines and Chaos Labs may not use Client’s name or logo in any other way without Client’s prior written consent.
Export. Client agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Chaos Labs, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each Party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Chaos Labs Service provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Client further represents that (i) Client is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) Client is not listed on any U.S. Government list of prohibited or restricted parties. Client acknowledges and agrees that products, services or technology provided by Chaos Labs are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it will not, without prior U.S. government authorization, export, re-export, or transfer Chaos Labs products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Miscellaneous. This Agreement (as modified by the Parties from time to time) is the entire understanding and agreement of the Parties, and supersedes any and all previous and contemporaneous understandings. Except as set forth in Section 13.9 (Modifications to this Agreement), only a written amendment signed by both Parties may modify this Agreement. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” The Parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement. There are no third-party beneficiaries of this Agreement.
Modifications to this Agreement. Chaos Labs may modify the terms of this Agreement from time to time by posting a revised version on its website or by otherwise notifying Client. Unless Chaos Labs specifies an earlier or later effective date, any such modification will become effective, and will apply to each Order Form entered into on or after, the date it is posted or notice is given. If Client submits an Order Form after a modification takes effect, Client’s acceptance of that Order Form constitutes acceptance of this Agreement as modified. Modifications will not apply retroactively to reduce Client’s rights, or increase Client’s obligations, under an Order Form entered into prior to the effective date of the applicable modification, except to the extent required to comply with Applicable Laws.

Terms and conditions