Beloved Ecosystem Commercial Terms of Service
Effective October 1, 2026
These Commercial Terms of Service (“Terms”) are an agreement between Beloved Ecosystem and you or the organization, company, or other entity that you represent (“Customer”). “Beloved Ecosystem” means Beloved Ecosystem, Inc., a Delaware corporation. They govern Customer’s use of BECOME and any other Beloved Ecosystem offerings that reference these Terms, as well as all related Beloved Ecosystem tools, documentation and services (the “Services”). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services (“Effective Date”).
Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity.
A. Services
A.1. Overview. Subject to these Terms, Beloved Ecosystem gives Customer permission to use the Services.
A.2. Third Party Features. Customer may elect (in its sole discretion) to use features, services or other content made available by third parties to Customer through the Services (“Third Party Features”). Customer acknowledges and agrees that Third Party Features are not Services and, accordingly, Beloved Ecosystem is not responsible for them.
A.3. Feedback. If Customer provides (in its sole discretion) Beloved Ecosystem with feedback regarding the Services, Beloved Ecosystem may use that feedback at its own risk and without obligation to Customer.
B. Customer Content
B.1. Submissions and Customer Content. “Submission” means the file, and any related information, that Customer submits to the Services for a Bid (as defined in Section H.1), including a file selected from the BECOME catalog. “Customer Content” means a Submission other than a file selected from the BECOME catalog. Catalog files are Beloved Ecosystem’s. “Order Record” means the fact that Customer made a Submission, together with the Bid, the Order (as defined in Section H.2) and their status. “CERTIFIED RESULT”, “PROOF”, “COMPLETION PROOF”, “HAMILTONIAN”, “FINGERPRINT”, “LOWER BOUND”, “UPPER BOUND” and “VERIFICATION KEY” have the meanings given in Section D.3.
B.2. Rights in Customer Content. As between the parties, Customer retains all right, title and interest in Customer Content. Beloved Ecosystem acquires no right, title or interest in Customer Content except the licence in this Section B.2. Customer grants Beloved Ecosystem, and the providers named in the BECOME Data Handling Policy, a non-exclusive, royalty-free licence to host, copy and process Customer Content solely to perform the Order for which it was submitted, including diagnosing problems with that Order, and to comply with law. The licence ends when the Customer Content is deleted under the BECOME Data Handling Policy. Beloved Ecosystem will not use Customer Content, or any data derived from it, to train models, develop or tune methods, benchmark, or for any other purpose, whether or not aggregated or anonymised, and acquires no rights in any such derived data. Beloved Ecosystem may keep records of job size, timing, resource use and billing; these never include the contents of a Submission.
B.3. COMPLETION PROOF. The COMPLETION PROOF is Beloved Ecosystem’s Confidential Information until the Fee (as defined in Section H.2) is paid. Customer may verify it, rely on it in deciding whether to pay, and share it with its Representatives (as defined in Section E.2), but may not otherwise publish or use it. Once the Fee is paid, Customer may use the COMPLETION PROOF as it may use the CERTIFIED RESULT under Section B.4.
B.4. CERTIFIED RESULTS. Customer’s rights under this Section B.4 arise on Delivery (as defined in Section H.5). As between the parties, Customer retains all right, title and interest, to the extent any exists, in each delivered CERTIFIED RESULT. Beloved Ecosystem claims none, and makes no representation that intellectual property subsists in numerical bounds. Customer may use, reproduce, publish, disclose and rely on a delivered CERTIFIED RESULT for any lawful purpose, without consent from or attribution to Beloved Ecosystem. Beloved Ecosystem grants Customer a perpetual, irrevocable, royalty-free licence to keep, verify, reproduce and distribute the PROOF. Each CERTIFIED RESULT includes, or identifies, the VERIFICATION KEY and the verifier software and version needed to check it. Nothing in these Terms restricts anyone from verifying, reproducing, comparing or criticising a CERTIFIED RESULT.
B.5. Same HAMILTONIAN, same result. A CERTIFIED RESULT is determined by the HAMILTONIAN. Beloved Ecosystem may compute, prove and deliver the same LOWER BOUND and UPPER BOUND to any other person who submits a file with the identical FINGERPRINT, and may reuse work it has already done for that FINGERPRINT. Each Order receives its own commitment under Section H.5. Doing so does not breach Section E (Confidentiality). Nothing in these Terms grants Customer exclusivity in any result. Beloved Ecosystem will not disclose to anyone that Customer submitted a given HAMILTONIAN, or whether any other person has. For catalog files, Beloved Ecosystem may reuse its results for any customer and may publish them without identifying who ordered them; when Customer publishes a catalog result, Customer will preserve the PubChemQC attribution (CC BY 4.0).
B.6. Unpaid Orders. If the Fee is not paid when due, Customer acquires no rights in the CERTIFIED RESULT or the COMPLETION PROOF, and Beloved Ecosystem has no obligation to deliver the CERTIFIED RESULT. Beloved Ecosystem keeps the LOWER BOUND, the UPPER BOUND and the PROOFS and, notwithstanding Section B.2, may use them internally for any purpose, but will not publish them. Customer Content and the Order Record remain Customer’s Confidential Information, and Customer Content is deleted under the BECOME Data Handling Policy. Beloved Ecosystem may, at its discretion, deliver the CERTIFIED RESULT if the Fee is later paid.
B.7. Beloved Ecosystem’s Materials. Beloved Ecosystem retains all right, title and interest in the Services, including its formal developments, checking programs, SP1 programs and circuits, proving and verification keys, verifier software, catalog, website, connector and documentation, and in improvements to any of them that do not incorporate Customer Content. Except for the licence to the PROOF in Section B.4, these Terms grant Customer no rights in them. Feedback under Section A.3 excludes Customer Content, CERTIFIED RESULTS and information about a Submission.
B.8. Confidentiality and Precedence. Customer Content, the Order Record and, after Delivery, the CERTIFIED RESULT are Customer’s Confidential Information under Section E (Confidentiality), until Customer discloses them. On the retention, deletion and use of Customer Content, the BECOME Data Handling Policy prevails over these Terms, and no change to that policy reduces the protection of Customer Content already submitted.
C. Data Privacy
Beloved Ecosystem will process data submitted through the Services only to provide the Services to Customer, and will protect it in accordance with Section E (Confidentiality).
D. Trust and Safety; Restrictions
D.1. Compliance. Each party will comply with all laws applicable to the provision (for Beloved Ecosystem) and use (for Customer) of the Services, including any applicable data privacy laws.
D.2. Information Requests. Customer must cooperate with reasonable requests for information from Beloved Ecosystem to support compliance with these Terms, including to verify Customer’s identity and use of the Services.
D.3. Certified Results.
(a) Definitions. For purposes of these Terms:
- "HAMILTONIAN" means the Hamiltonian, in FCIDUMP format, contained in the Submission (as defined in Section B.1) for the relevant Order (as defined in Section H.2).
- "FINGERPRINT" means the SHA-256 hash of the uncompressed FCIDUMP file containing the HAMILTONIAN, as shown to Customer before the Bid (as defined in Section H.1) is submitted.
- "GROUND-STATE ENERGY" or "E₀" means the ground-state energy of the HAMILTONIAN, expressed in hartree.
- "LOWER BOUND" or "E_lo" and "UPPER BOUND" or "E_hi" mean values, expressed in hartree, such that E_lo ≤ E₀ ≤ E_hi.
- "ACCURACY LEVEL" means the maximum permitted value of E_hi − E_lo, expressed in hartree, as stated in the Order.
- "VERIFICATION KEY" means the SP1 verification key published at become.belovedecosystem.com for CERTIFIED GROUND STATE ENERGY, in effect when the Order is accepted.
- "PROOF" means a Groth16 zero-knowledge proof, generated with SP1, that verifies using the SP1 verifier with the VERIFICATION KEY, and whose public outputs include the FINGERPRINT, the LOWER BOUND, the UPPER BOUND and the commitment contained in the COMPLETION PROOF for the Order.
- "COMPLETION PROOF" means a Groth16 zero-knowledge proof, generated with SP1, that verifies using the SP1 verifier with the VERIFICATION KEY, and whose public outputs include the FINGERPRINT, confirmation that the ACCURACY LEVEL is met, and a commitment to the LOWER BOUND and the UPPER BOUND, being the SHA-256 hash of the LOWER BOUND, the UPPER BOUND and a secret 256-bit random value, without revealing them. A COMPLETION PROOF is not a PROOF.
- "CERTIFIED RESULT" means a LOWER BOUND and an UPPER BOUND for the HAMILTONIAN whose difference is no greater than the ACCURACY LEVEL, together with their PROOF.
- "CERTIFIED GROUND STATE ENERGY" means Beloved Ecosystem's service for producing CERTIFIED RESULTS.
(b) The HAMILTONIAN. Each CERTIFIED RESULT applies only to the HAMILTONIAN with the FINGERPRINT. Beloved Ecosystem does not modify, truncate or approximate the HAMILTONIAN.
(c) Scope. A CERTIFIED RESULT does not account for any assumptions, approximations or modeling choices made in preparing the Submission, and is not a prediction of experimental or real-world outcomes.
D.4. Use Restrictions. Customer may not and must not attempt to (a) access the Services to build a competing product or service or resell the Services except as expressly approved by Beloved Ecosystem; (b) reverse engineer or duplicate the Services; or (c) support any third party’s attempt at any of the conduct restricted in this sentence.
D.5. Service Account. Customer is responsible for all activity under its account. Customer will promptly notify Beloved Ecosystem if Customer believes the account it uses to access the Services has been compromised, or is subject to a denial of service or similar malicious attack that may negatively impact the Services.
E. Confidentiality
E.1. Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Section B.8 (Confidentiality and Precedence) states which Customer materials are Customer’s Confidential Information.
E.2. Obligations of Parties. The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser’s Confidential Information to Recipient’s employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.
E.3. Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is obtained by Recipient from a third party without a breach of the third party’s obligations of confidentiality; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser’s Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser’s efforts to prevent or narrow the scope of disclosure.
E.4. Destruction Request. Recipient will destroy Discloser’s Confidential Information promptly upon request, except where retained to comply with law or copies in Recipient’s automated back-up systems, which will remain subject to these obligations of confidentiality while maintained, and except that Beloved Ecosystem may retain the records described in the BECOME Data Handling Policy and Section B.6, which remain subject to these obligations of confidentiality.
F. Intellectual Property
Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other’s content or intellectual property, by implication or otherwise.
G. Publicity
Beloved Ecosystem may use Customer’s name and logo to publicly identify Customer as a customer of the Services; provided that Customer may opt out by emailing notices@belovedecosystem.com. Customer will consider in good faith any request by Beloved Ecosystem to (1) provide a quote from a Customer executive regarding Customer’s motivation for using the Services that Beloved Ecosystem may use publicly and (2) participate in a public co-marketing activity.
H. Orders and Fees
H.1. Bids. Customer requests a CERTIFIED RESULT by making a Submission with a bid amount, an ACCURACY LEVEL and a deadline (a "Bid"). A Bid is an offer only. Beloved Ecosystem reviews each Bid and may accept or decline it at its discretion. Customer may withdraw a Bid at any time before it is accepted.
H.2. Orders. A Bid becomes a binding order ("Order") when Beloved Ecosystem accepts it, as shown by the Order status in Customer's account. The accepted bid amount is the fee for that Order ("Fee").
H.3. Completion. An Order is complete when Beloved Ecosystem has produced a CERTIFIED RESULT for that Order on or before the deadline ("Completion").
H.4. No CERTIFIED RESULT, No Charge. Customer owes no Fee for an Order that does not reach Completion by the deadline.
H.5. Payment and Delivery. Upon Completion, Beloved Ecosystem will provide Customer with the COMPLETION PROOF for the Order. Beloved Ecosystem will then invoice Customer for the Fee, which is due immediately upon presentation of the invoice. Beloved Ecosystem will provide the CERTIFIED RESULT once payment is received ("Delivery"). The CERTIFIED RESULT will match the commitment contained in the COMPLETION PROOF.
H.6. Taxes. Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services ("Taxes"), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Beloved Ecosystem with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. For clarity, Customer must pay Beloved Ecosystem the amount ("Gross-up Payment") that will ensure that Beloved Ecosystem receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).
H.7. Billing. Failure to pay Beloved Ecosystem all amounts owed when due may result in suspension or termination of Customer’s access to the Services. Beloved Ecosystem reserves any other rights of collection it may have.
I. Termination and Suspension
I.1. Term. These Terms start on the Effective Date and continue until terminated (the “Term”).
I.2. Termination.
I.2.a. Each party may terminate these Terms at any time for convenience with Notice, except Beloved Ecosystem must provide 30 days prior Notice.
I.2.b. Either party may terminate these Terms for the other party’s material breach by providing 30 days prior Notice detailing the nature of the breach unless cured within that time.
I.2.c. Beloved Ecosystem may terminate these Terms immediately with Notice if Beloved Ecosystem reasonably believes or determines that Beloved Ecosystem’s provision of the Services to Customer is prohibited by applicable law.
I.3. Suspension.
I.3.a. Beloved Ecosystem may suspend Customer’s access to any portion or all of the Services if: (a) Beloved Ecosystem reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer is using the Services in violation of Sections D.1 (Compliance), D.2 (Information Requests) or D.4 (Use Restrictions); or (iii) Beloved Ecosystem’s provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (b) any vendor suspends or terminates Beloved Ecosystem’s use of any third-party services or products required to enable Customer to access the Services (each, a “Service Suspension”).
I.3.b. Beloved Ecosystem will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Beloved Ecosystem will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.
I.4. Effect of Termination. Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Sections B (Customer Content), E (Confidentiality), G (Publicity), H (Orders and Fees), I (Termination and Suspension), J (Disputes), K (Indemnification), L.2 (Disclaimer of Warranties), L.3 (Limits on Liability), and M (Miscellaneous); (b) any provision or condition that must survive to fulfill its essential purpose. Termination does not affect Orders already accepted, which continue under these Terms until they reach Completion, the deadline passes, or they are cancelled. Beloved Ecosystem may decline any Bid not accepted before termination.
J. Disputes
J.1. Disputes. In the event of a dispute, claim or controversy relating to these Terms (“Dispute”), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (“Dispute Notice”). The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in Section J.2 (Arbitration).
J.2. Arbitration. Any Dispute will be determined in English by final, binding arbitration by a sole arbitrator in Wilmington, Delaware, pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. Judgment on any award issued through the arbitration process in this Section J.2 (Arbitration) may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.
J.3. Equitable Relief. This Section J (Disputes) does not limit either party from seeking equitable relief.
K. Indemnification
K.1. Claims Against Customer. Beloved Ecosystem will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that an arbitrator awards a third party under any Beloved Ecosystem-approved settlement of such Customer Claim. "Customer Claim" means a third-party claim, suit, or proceeding alleging that Customer’s paid use of the Services in accordance with these Terms violates any third-party intellectual property right.
K.2. Claims Against Beloved Ecosystem. Customer will defend Beloved Ecosystem and its personnel, successors, and assigns from and against any Beloved Ecosystem Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Beloved Ecosystem Claim or that an arbitrator awards a third party under any Customer-approved settlement of such Beloved Ecosystem Claim. “Beloved Ecosystem Claim” means any third-party claim, suit, or proceeding related to Customer’s (a) Submissions or other data provided by Customer, or (b) use of the Services in violation of Section D.4 (Use Restrictions). Beloved Ecosystem Claims and Customer Claims are each a “Claim”, as applicable.
K.3. Exclusions. Neither party’s defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party’s fraud, willful misconduct, violations of law, or breach of these Terms. Additionally, Beloved Ecosystem’s defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (a) modifications made by Customer to the Services or CERTIFIED RESULTS; (b) the combination of the Services or CERTIFIED RESULTS with technology or content not provided by Beloved Ecosystem; (c) Submissions or other data provided by Customer; (d) use of the Services or CERTIFIED RESULTS in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (e) the practice of a patented invention contained in a CERTIFIED RESULT; or (f) an alleged violation of trademark based on use of a CERTIFIED RESULT in trade or commerce.
K.4. Process. The indemnified party must promptly notify the indemnifying party of the relevant Claim, and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying party’s obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense.
K.5. Sole Remedy. To the extent covered under this Section K (Indemnification), indemnification is each party’s sole and exclusive remedy under these Terms for any third-party claims.
L. Warranties and Limits on Liability
L.1. Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and permissions required to make its Submissions to the Services.
L.2. Disclaimer of Warranties. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, INCLUDING SECTION H.3 (COMPLETION), WHICH THIS SECTION L.2 DOES NOT LIMIT, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (A) THE SERVICES AND CERTIFIED RESULTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; AND (B) BELOVED ECOSYSTEM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES. BELOVED ECOSYSTEM EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. BELOVED ECOSYSTEM DOES NOT WARRANT, AND DISCLAIMS THAT, THE SERVICES ARE ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.
L.3. Limits on Liability.
L.3.a. Except as stated in Section L.3.b, the liability of each party, and its affiliates and licensors, for any damages arising out of or related to these Terms (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services and (ii) is limited to Fees paid by Customer for the Services in the previous 12 months.
L.3.b. The limitations of liability in this Section L.3 (Limits on Liability) do not apply to Customer’s obligations under Section K.2. Beloved Ecosystem’s total liability under Section K.1 will not exceed the Fees paid by Customer for the Services in the previous 12 months.
L.3.c. THE LIMITATIONS OF LIABILITY IN THIS SECTION L.3 (LIMITS ON LIABILITY) APPLY: (I) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (II) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE; (III) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (IV) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (V) EVEN IF THE INJURED PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
L.3.d. The parties agree that they have entered into these Terms in reliance on the terms of this Section L.3 (Limits on Liability) and those terms form an essential basis of the bargain between the parties.
M. Miscellaneous
M.1. Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the address provided to Beloved Ecosystem if to Customer; and to notices@belovedecosystem.com if to Beloved Ecosystem. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section M.1 (Notices).
M.2. Electronic Communications. Customer agrees to receive electronic communications from Beloved Ecosystem based on Customer’s use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or Customer’s management dashboard, or posted on Beloved Ecosystem’s website. Beloved Ecosystem may also provide electronic communications via text or SMS about Customer’s use of the Services or as Customer otherwise requests from Beloved Ecosystem. If Customer wishes to stop receiving such messages, Customer may request it from Beloved Ecosystem or respond to any such texts with “STOP”.
M.3. Amendment and Modification. Beloved Ecosystem may update these Terms at any time, to be effective 30 days after the updates are posted by Beloved Ecosystem or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.
M.4. Assignment and Delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party’s prior written consent, except that Beloved Ecosystem may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
M.5. Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.
M.6. Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases “for example” or “including” or “or” are not limiting.
M.7. Governing Law; Venue.
M.7.a. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law provision.
M.7.b. Any suits, actions, or proceedings related to these Terms that are not required to be resolved via arbitration pursuant to Section J (Disputes) will be instituted exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably submits to their exclusive jurisdiction.
M.8. Export and Sanctions. Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the US or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.
M.9. Integration. These Terms constitute the parties’ entire understanding as to the Services’ provision and use. These Terms supersede all other understandings or agreements between the parties regarding the Services. The BECOME Data Handling Policy forms part of these Terms.
M.10. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.