Gamma Earth's License Agreement

Version 2.0 — May 2026

PLEASE READ CAREFULLY THE LICENSE AGREEMENT BELOW

dated this Date in which this sign-up process on the Platform is completed (the Effective Date) by and between, Gamma Earth Sàrl, Chemin de la Scierie 10, 1162 St-Prex, Switzerland (the Licensor or Gamma Earth) and The Person or Entity completing the sign-up process on the Platform (the Licensee)
(Gamma Earth and Licensee hereinafter referred to individually as Party or collectively as the Parties)

The purpose of this Agreement is to set out the terms at which Licensee may use the Software (as defined below) and under which Gamma Earth agrees to license said Software, respectively make the Service (as defined below) available. By proceeding, Licensee confirms having read and accepted the terms set out below of this Agreement.

1. Definitions

For purposes of this Agreement, the capitalized terms used in this Agreement shall have the following meanings:

"Academic License" shall have the meaning set forth in Section 2.4.
"Advanced Use" shall have the meaning ascribed to it in Section 2.6.
"Affiliate" shall mean in relation to each Party any party that, directly or indirectly controls, is controlled by or is under common control with such Party.
"Agreement" shall mean this License Agreement and all Annexes hereto. In the event of conflict among the documents, this Agreement shall govern.
"Annex" shall mean the annexes to the main body of this Agreement.
"Authorized Users" shall mean Licensee's employees or agents authorized to access and run the Software.
"Confidential Information" shall mean any and all technical and non-technical information or company secrets relating to existing, future and/or proposed research, ventures and/or products and services of each of the Parties. Without limiting the generality of the foregoing, the protection of Confidential Information shall extend to all information with regard to research, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans. Confidential Information may be communicated in writing, orally or electronically.
"Demonstration Use" shall have the meaning ascribed to it in Section 2.2(a).
"Disclosing Party" shall have the meaning ascribed to it in Section 9.2.
"Effective Date" shall mean the date mentioned at the beginning of this Agreement.
"Fair-Use" shall mean the Use of the Software, for the Term and in accordance with this Agreement, strictly for internal use and to the exclusion of any commercial purposes.
"License Fees" shall have the meaning ascribed to it in Section 7.1. License Fees include all payments for Credits purchased by Licensee via Top Up on the Platform.
"Licensee" shall have the meaning ascribed to it in the front page of this Agreement. Where Licensee accesses the Software through Gamma Earth's Platform, Licensee is also referred to as "User" in the Terms of Service. The terms Licensee and User are interchangeable and refer to the same person or entity.
"Gamma Earth" shall have the meaning ascribed to it in the front page of this Agreement.
"Gamma Earth's Policies" shall mean, collectively, all documents, policies, terms and conditions, user guides, and any other materials, whether referenced in this Agreement or published by Gamma Earth from time to time, including but not limited to: (i) the Gamma Earth Fee Policy (Annex 1); (ii) the Gamma Earth Terms of Service; (iii) the Gamma Earth Privacy Policy; and (iv) any other terms, conditions or user guides published by Gamma Earth on the Platform from time to time. All of Gamma Earth's Policies are available on the Platform.
"Order Documents" shall mean any quotations, order confirmations, or invoices issued by Gamma Earth in connection with the licensing of the Software under this Agreement.
"Output" shall mean any publicly available Sentinel-2 images enhanced or upscaled into high-definition quality by Licensee through the Software.
"Receiving Party" shall have the meaning ascribed to it in Section 9.2.
"Reseller Agreement" shall mean a separate written agreement entered between Licensee and Gamma Earth governing the commercial use and/or any extended use of the Software, including but not limited to the resale, sublicensing, distribution, or integration of the Software or its Outputs into commercial offerings or services beyond the scope of this Agreement.
"Software" and "Service" shall mean the software solution developed by Gamma Earth functioning as a black box that generates high-resolution (16-bit, 10-band, georeferenced) images from publicly available Sentinel-2 images.
"Platform" shall mean Gamma Earth's web platform, accessible at https://gamma.earth and https://app.gamma.earth (and any other domains or subdomains operated by Gamma Earth from time to time). References to the "Store" in any prior version of this Agreement or in Gamma Earth's Policies shall be construed as references to the Platform.
"Term" shall have the meaning ascribed to it in Section 13.1.
"Trial License" shall have the meaning ascribed to it in Section 2.3.
"Use" shall mean accessing, logging into, or otherwise interacting with the Software, including but not limited to initiating image enhancement processes, viewing, storing, or retrieving Outputs, and utilizing any associated features or functionalities made available through the Software, as permitted under this Agreement with all ancillary rights customarily or reasonably related to each of the foregoing uses.

2. License Grant and Access Right

2.1. License to Use the Software

In consideration of and subject to the terms and conditions set forth in this Agreement, Gamma Earth hereby grants to Licensee a worldwide, non-exclusive, non-sublicensable (except in accordance with Section 2.5), non-transferable right and license to access and use the Software during the Term, solely for its own internal use and to the exclusion of any commercial use (except in accordance with Section 2.4).
All rights and licenses in and to the Software not expressly granted in this Section 2.1 are reserved by Gamma Earth. In particular, this license does not allow the creation of copies of the Software or of derivative works based on the Software, unless specified otherwise in a Reseller Agreement.
This Section 2.1 applies irrespective of the way in which Gamma Earth makes the Software available to Licensee. Where the Software is made available on a SaaS-based model, access to such Service shall also fall under the provisions of this Agreement.

2.2. License to Share and Distribute the Outputs

Gamma Earth grants Licensee a worldwide, non-exclusive, non-sublicensable, non-transferable right, in accordance with the CC BY-NC 4.0 licensing conditions, to (each a "Demonstration Use"): (i) share and/or distribute any Outputs in their original and unaltered form to its own clients, potential clients, or business partners, for showcasing or evaluating the capabilities of the Software; (ii) share and/or publish on social media or similar public platforms Outputs consisting of 8-bit, single band images.
Any such Demonstration Use shall include appropriate attribution to Gamma Earth as well as the following copyright notice: © Gamma Earth.

2.3. Trial License

Gamma Earth may, at its sole discretion, offer a limited, non-exclusive, non-transferable license free of charge for the purpose of testing and evaluating certain functionalities of the Software, for a specified trial period (the "Trial License"). Unless otherwise specified on the Platform, the default Trial period is fourteen (14) days and the default Data Processing Allowance is 100 km².

2.4. Academic License

Gamma Earth may, at its sole discretion, offer a limited, non-exclusive, non-transferable license free of charge for non-commercial, academic research only purposes (the "Academic License"). Upon publishing results in which the Software has been used, Licensee agrees to attribute Gamma Earth as follows: "Yosef Akhtman, S2DR3: Effective 10-Band 10x Single Image Super-Resolution for Sentinel-2. Gamma Earth, Medium, 2023: https://medium.com/@ya_71389/c71a601a2253". Unless otherwise specified on the Platform, the default Academic License period is one (1) year with a data processing allowance of 6,000 km².

2.5. Sublicensing

Licensee shall not grant sublicenses or share any access right in respect of the Software and Outputs without a separate Reseller Agreement. Any unauthorized sublicense shall be null and void and entitle Gamma Earth to terminate this Agreement with immediate effect and to pursue all available remedies including the immediate destruction of all Outputs in the Licensee's possession or control.

2.6. Fair-Use and Advanced Use

The rights and license granted under Sections 2.1 and 2.2 shall be strictly limited to a Fair-Use basis.
Any Use involving commercial exploitation, direct revenue generation, or exceeding the scope of Fair-Use (each an "Advanced Use") shall be subject to a Reseller Agreement. Any Advanced Use without such Reseller Agreement shall entitle Gamma Earth to terminate this Agreement with immediate effect.

2.7. Authorized Users

The license granted herein is on a per-user basis, permitting Use by a single designated user only. Additional Authorized Users require additional licenses.
Gamma Earth shall provide Licensee with: (i) login credentials (username and password) to access the Platform; and (ii) an API Key to authenticate access to and use of the Software via any supported interface, including Google Colab, API, and SDK. Gamma Earth retains the right to change, revoke, or reissue any credentials at any time and at its sole discretion.
Licensee shall brief all Authorized Users about the scope of this Agreement and remain fully liable for all their actions or omissions.
Licensee shall implement industry-standard technical measures to restrict unauthorized access to the Software.
Licensee shall promptly suspend any Authorized User acting in violation of this Agreement and inform Gamma Earth of any unauthorized access.

2.8. System Requirements

Licensee is fully responsible for providing the device, wireless service plan, software, Internet connections and/or other equipment or services needed to access and use the Software.

2.9. Audit and Monitoring

Licensee acknowledges and agrees that Gamma Earth may monitor the Use of the Software and/or Outputs for compliance with this Agreement.

3. Restrictions of Use

Licensee's exercise of the rights set forth in Section 2 is subject to strict compliance with this Agreement.
Licensee undertakes not to, and shall ensure that none of the Authorized Users use the Software and/or the Outputs for any illegal, harmful, or abusive activity. In particular, Licensee and the Authorized Users shall not:
1. use, reproduce, obstruct, conceal, manipulate, modify, alter, remove or destroy any copyright, trademark, or other markings displayed on or contained within the Software and/or the Outputs;
2. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Software, except as otherwise expressly permitted in this Agreement or a Reseller Agreement;
3. duplicate, decompile, reverse engineer, disassemble or decode the Software (including any underlying idea or algorithm, machine learning parameters such as weights, and similar), or attempt to or assist anyone to do any of the same;
4. use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Software;
5. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Software;
6. use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, mines, scrapes, extracts, or otherwise accesses the Software to monitor, extract, copy or collect information or data from or through the Software;
7. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into the Software, or the computer systems or networks connected to the Software;
8. violate any applicable law or regulation in connection with your access to or use of the Software;
9. attempt to gain unauthorized access to, interfere with, damage or disrupt the Software, or the computer systems or networks connected to the Software;
10. use the Software and/or the Outputs in a way that infringes, misappropriates or violates anyone's rights;
11. use the Software in any manner that could disable, overburden, damage, disrupt or impair the Software;
12. use the Software and/or the Outputs in any way not expressly permitted by this Agreement;
13. in any way use the Outputs as training data to train a model, software, algorithm, neural network or any other technology to reproduce the Software, its functionalities or features. In addition to any other remedies, a breach of this Section 3(b)(xiii) shall entitle Gamma Earth to claim a penalty of CHF 250'000 per event, the reversal of the burden of proof of Article 161 para. 2 Swiss Code of Obligations being hereby waived.

4. Ownership Rights

4.1. The Software

Licensee acknowledges that it does not have, and will not acquire, any rights, titles and interests in and to the Software or any related materials or documentation, which will remain the exclusive property of Gamma Earth.
Gamma Earth reserves all rights in connection with the Software and its content, including the exclusive right to create derivative works.

4.2. The Discoveries

Licensee acknowledges and agrees that Gamma Earth owns all rights, titles and interests in any and all copy, translation, adaptation, bug fixes, improvements or developments of any kind of the Software.

4.3. The Trademarks

Licensee acknowledges and agrees that Gamma Earth's name, trademarks, logo and all related names, logos, product and service names, designs and slogans are trademarks of Gamma Earth or its Affiliates.

5. Changes to the Software

Gamma Earth may, at its sole discretion, implement error corrections, bug fixes and minor improvements to the Software ("Updates"), without additional charge beyond the License Fees.
Gamma Earth may develop improvements, upgrades, or new features ("Upgrades"), which must be ordered and paid for separately unless otherwise agreed in writing.
Gamma Earth reserves the right to modify the features and functionalities of the Software at any time at its sole discretion.
This Section 5 shall not apply where Licensee accesses the Software under a SaaS license model.

6. Support Services and Service Levels

Unless otherwise expressly agreed in writing, Gamma Earth shall have no obligation to provide any maintenance, technical support, or other support services in connection with the Software, nor shall Gamma Earth be obliged to ensure any minimum uptime or availability for the Service.

7. Remuneration

7.1. License Fees

In consideration of the license granted under Section 2, Licensee shall pay to Gamma Earth the License Fees in accordance with Gamma Earth's Policies, including the Fee Policy. License Fees include all amounts paid for Credits purchased by Licensee via Top Up on the Platform, which constitute the primary mechanism for purchasing processing capacity under this Agreement.

7.2. Additional Companies

Any extension of the license under this Agreement to companies affiliated to Licensee shall be negotiated in good faith between Licensee and Gamma Earth and agreed between them.

7.3. Taxes

All payments due under this Agreement shall be made plus any taxes such as Value Added Tax (VAT). Other than that, each Party shall bear its own taxes, duties, and payment processing fees.

8. Invoicing and Payment Terms

Gamma Earth shall invoice Licensee for all payments under this Agreement.
Unless specified otherwise on the Platform and/or in Order Documents, Licensee shall pay the full license fee in advance, prior to being granted access to the Software.
If payments are not received by Gamma Earth within thirty (30) days after becoming due and following a relevant notice from Gamma Earth, Gamma Earth may: (i) suspend the provision of all or part of the Software; (ii) immediately terminate this Agreement without notice or compensation; (iii) charge an interest rate of 5% per annum on the total amount of any late payment; (iv) charge a reminder fee of CHF 50 for each payment reminder issued; and/or (v) take any additional measures deemed necessary to prevent further damage, such as engaging a debt collection agency, with the associated costs to be borne by Licensee.
Licensee is not authorized to set off its claims against those of Gamma Earth.

9. Confidentiality

9.1. In General

The Parties undertake to maintain strict confidentiality with respect to all Confidential Information of the other party, even after this Agreement has expired. The parties shall not use such information either directly or indirectly without the written consent of the other Party, nor forward nor divulge it to third parties, with the exception of those persons who require knowledge of such Confidential Information for the purposes of this Agreement.

9.2. Non-Disclosure of Confidential Information

Each Party (the "Receiving Party") shall keep Confidential Information strictly secret and not disclose it to any unauthorized third party without prior written consent of the other Party (the "Disclosing Party"). In particular, the Receiving Party agrees:

to use such Confidential Information only for purposes of this Agreement;
to ensure that a standard of strict confidentiality is applied by its employees, agents or sub-contractors;
to return all Confidential Information to the Disclosing Party within thirty (30) days of written request and to retain no copies or reproductions thereof; and
to certify in writing to the Disclosing Party at its request that the terms of this Section 9 have been complied with.

9.3. Limitations

The Receiving Party may disclose Confidential Information if such information: (1) was legitimately in the Receiving Party's possession prior to receipt; (2) is or becomes public knowledge without the Receiving Party's fault; (3) is rightfully available from an unbound third party; or (4) is required to be disclosed by a court or governmental order, provided prior notice is given to the Disclosing Party.

10. Representations and Warranties

10.1. Mutual Representations and Warranties

Each Party represents and warrants to the other Party, as of the Effective Date, that it is duly organised, validly existing and in good standing; that it has full right, power, and authority to enter into this Agreement; and that execution of this Agreement does not conflict with any other obligation.

10.2. Gamma Earth's Representations and Warranties

Gamma Earth represents and warrants that it is the unencumbered legal and beneficial owner of all rights, title, and interest in, or has all necessary rights and power to license herein the Software.
To the actual knowledge of Gamma Earth, the Use by Licensee of the Software in accordance with this Agreement shall not breach, violate, infringe or misappropriate any intellectual property rights of any third party.

10.3. Gamma Earth's Disclaimers

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND. IN PARTICULAR, GAMMA EARTH MAKES NO REPRESENTATION AND WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SOFTWARE NOR THAT THE SOFTWARE WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF PROGRAMMING BUGS OR THAT ANY CONTENT WILL BE ACCURATE, CORRECT, RELIABLE, SECURE OR NOT LOST OR ALTERED. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. GAMMA EARTH EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A SPECIFIC PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, NON-INTERFERENCE, OR ENFORCEABILITY OF INTELLECTUAL PROPERTY RIGHTS AGAINST THIRD PARTIES.

10.4. Licensee's Representations and Warranties

Licensee represents and warrants to Use the Software in compliance with all applicable laws, statute, ordinance regulation, code and standards relating to the Use of the Software and to obtain all necessary approvals, permits or clearances for such Use.

11. Limitation of Liability

GAMMA EARTH HEREBY DISCLAIMS ALL LIABILITY TO THE FURTHEST EXTENT AUTHORIZED BY APPLICABLE LAW FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, FORESEEABLE, UNFORESEEABLE, TYPICAL OR NON-TYPICAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, BUSINESS OPPORTUNITY, OR DATA OR OTHER LOSSES) CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SOFTWARE, OR THIS AGREEMENT AND WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), CULPA IN CONTRAHENDO, OR ANY OTHER LEGAL THEORY AS WELL AS ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT IN ANY MANNER OF OR IN CONNECTION WITH THIS AGREEMENT, THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, THE SOFTWARE, OR THE USE, MISUSE OR PERFORMANCE OF THE SOFTWARE (the "Claim"), EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED, PROVIDED, THAT THE LIABILITY OF A PARTY FOR FRAUD, BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT SHALL NOT BE LIMITED BY THE PROVISIONS OF THIS SECTION 11(a).

IN ANY EVENT, GAMMA EARTH TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO GAMMA EARTH IN THE PAST SIX (6) MONTHS UNDER THIS AGREEMENT.

12. Indemnification

Except when due to the fraud, bad faith, gross negligence or willful misconduct of Gamma Earth, Licensee shall defend, indemnify, hold harmless, and, upon Gamma Earth's written request, defend Gamma Earth and its Affiliates from and against any and all Claims by any third party arising out of, relating to or in connection with:

the fraud, bad faith, gross negligence or willful misconduct of Licensee or any of its representatives in connection with this Agreement;
the willful breach by Licensee or any of its representatives of any of Licensee's obligations, representation, or warranty hereunder;
any breach of applicable law or regulation by Licensee or any of its representatives in connection with this Agreement;
the Use and misuse by Licensee or any of its representatives of the Software;
the violation by Licensee of any rights of any third party.

13. Term and Termination

13.1. Term

This Agreement will enter into force on the Effective Date and, subject to termination in accordance with Section 13.2 and 13.3 below, is entered into for a term of one year (the "Term").
This Agreement shall be automatically renewed from year to year, unless terminated in accordance with Sections 13.2 and 13.3.

13.2. Termination for Convenience

Each Party has the right to terminate this Agreement for convenience subject to a three (3) months' notice period.

13.3. Termination for Cause

Either Party shall have the right to terminate this Agreement or part thereof by giving written notice to the other Party if: (a) the other party materially breaches and fails to cure within thirty (30) days of written notice; (b) the other Party becomes insolvent or files for bankruptcy; (c) the other Party becomes directly or indirectly controlled by a direct competitor; (d) this Agreement explicitly so provides.
Notwithstanding the foregoing, Gamma Earth shall have the right to terminate if: (a) Licensee uses the Software outside the scope of Section 2; (b) unauthorized users access the Software; (c) Licensee breaches confidentiality, data protection, or related provisions; (d) Licensee fails to pay within thirty (30) days of written notice; (e) any other case foreseen in this Agreement and/or under mandatory applicable law.

13.4. Effects of Termination

Immediately following any termination, Licensee shall cease all use of the Software.
Within thirty (30) days following termination, each Party shall return or destroy the other Party's Confidential Information and certify compliance in writing.
A Party may retain Confidential Information required by applicable law, for archival purposes, or to address claims under this Agreement. Retained information remains subject to Section 9.
Termination shall not release either Party from any liability which at the time of termination has already accrued.

14. Miscellaneous

14.1. Relationship between the Parties

The Parties are independent contractors. This Agreement shall not, under any circumstances, be interpreted as creating any agency, partnership, joint venture, association or other form of joint enterprise, employment or fiduciary relationship between the Parties.

14.2. Gamma Earth's Policies

Licensee agrees to comply with all provisions of Gamma Earth's Policies, which are hereby incorporated by reference into this Agreement and form an integral part of this Agreement.
Gamma Earth reserves the right to amend Gamma Earth's Policies from time to time, at its sole discretion. Any amendments shall be effective upon publication on the Platform or notification to Licensee.

14.3. Force Majeure

Neither Party shall bear any liability or be deemed to be in breach of this Agreement for any delays or failures in performance that result from circumstances beyond the reasonable control of that Party, provided prompt notice is given and best endeavours are made to mitigate the impact.

14.4. References and Publicity

Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement without the prior consent of the other Party.
Neither Party shall use the other Party's trademarks, service marks, trade names, logos, domain names or other indicia of source, association, or sponsorship without the prior consent of the other Party.

14.5. Notices

Any notice under this Agreement shall be in writing and addressed to: (i) Gamma Earth: Gamma Earth Sàrl, Chemin de la Scierie 10, 1162 St-Prex, Switzerland; Email: info@gamma.earth; Attention: Dr. Yosef Akhtman. (ii) Licensee: to the contact details provided during sign-up on the Platform.
Either Party may change its notification address by written notice (e-mail sufficing) to the other Party.

14.6. Entire Agreement

This Agreement, including any Annexes and written amendments expressly made part of this Agreement, states the entire understanding between the Parties with respect to the subject matter of this Agreement, and supersedes all proposals, oral or written, understandings, representations, conditions, and other communications between the Parties relating to such subject matter.

14.7. Severability

If any provisions of this Agreement, or the application of such provision to any person or circumstance, shall be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement. The Parties shall negotiate in good faith to replace invalid provisions with valid ones that come as close as possible to the original intent.

14.8. Amendment

If this Agreement is executed online, any amendment, modification, or supplement may be made in electronic form in accordance with the procedure specified by Gamma Earth.
If this Agreement is executed in paper form, any amendment, modification, or supplement must be made in writing and signed by duly authorized representatives of both Parties.

14.9. Assignment

Neither Party shall assign this Agreement or any of its rights or obligations thereunder without the prior written consent of the other Party, except in connection with the transfer or sale of all or substantially all of its assets, a merger, acquisition or change of control, or assignment to any Affiliate, provided that each such assignee agrees in writing to assume all duties and obligations of the assigning party pursuant to this Agreement.

14.10. No Waiver

No waiver by any Party of any provision hereof shall be effective unless explicitly set forth in writing and signed by the waiving party.
The failure of any Party to enforce any provision of this Agreement shall in no way be considered as a waiver of such provision or rights, or in any way affect the validity of this Agreement.

14.11. Survival

Any provision of this Agreement that expressly or by implication is intended to continue in force shall survive termination or expiration of this Agreement, including without limitation Sections 4, 9 through 12, and 13.4(c).

14.12. Governing Law and Jurisdiction

This Agreement shall in all respects be governed by and construed in accordance with the substantive laws of Switzerland, irrespective of any conflict of law rules.
Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the city of Lausanne, Switzerland.

IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.

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