Terms of Service

1.1 Agreement Formation

This Terms of Service Agreement ("Agreement") is a legally binding contract between TachyonShift LLC, a Florida limited liability company ("TachyonShift," "Company," "we," "us," or "our") and you or the entity you represent ("Customer," "you," or "your"). This Agreement governs your access to and use of TachyonShift's services, software, and platform offerings.

1.2 Key Definitions

2.1 Service Delivery Standards

2.1.1 TachyonShift will provide Services with the skill, care, and diligence expected of a leading technology services provider.

2.1.2 TachyonShift will:

• 2.1.2(a) Deploy qualified personnel with appropriate expertise and certifications
• 2.1.2(b) Follow industry best practices and established methodologies
• 2.1.2(c) Implement security practices consistent with industry standards, maintain SOC 2 readiness, and leverage security certifications of trusted cloud infrastructure providers
• 2.1.2(d) Provide services in accordance with documented specifications and Service Level Agreements

2.1.3 TachyonShift maintains commercially reasonable insurance coverage appropriate for a technology services provider and operates as a limited liability company under Florida law.

2.2 Service Modifications

2.2.1 TachyonShift reserves the right to modify, enhance, or discontinue Services at any time by posting updates on our website or within the platform.

2.2.2 For material changes affecting existing services:

• 2.2.2(a) Website notification for service enhancements and feature additions
• 2.2.2(b) Email notification only for service discontinuation or removal
• 2.2.2(c) Immediate implementation permitted for security patches, emergency fixes, or legally required changes
• 2.2.2(d) Platform notices for changes to third-party dependencies

2.2.3 TachyonShift will provide migration assistance for discontinued services when commercially reasonable.

2.3 Third-Party Dependencies

2.3.1 Services may incorporate or depend on third-party technologies, cloud providers, or software platforms.

2.3.2 TachyonShift will use commercially reasonable efforts to:

• 2.3.2(a) Maintain service continuity despite third-party changes
• 2.3.2(b) Provide notice of material third-party dependency changes when feasible
• 2.3.2(c) Implement alternative solutions when third-party services are discontinued

2.3.3 TachyonShift cannot guarantee uninterrupted availability of third-party dependencies beyond our reasonable control.

2.3.4 Customer acknowledges that third-party service providers may have separate terms and conditions that apply to their services.

3.1 Access and Cooperation

3.1.1 Customer will provide TachyonShift with reasonable access to systems, environments, and personnel necessary for service delivery.

3.1.2 Customer responsibilities include:

• 3.1.2(a) Providing accurate and complete information regarding infrastructure, requirements, and constraints
• 3.1.2(b) Timely responses to requests for approvals, decisions, and clarifications within 1 business day for critical issues, 2 business days for standard requests
• 3.1.2(c) Active cooperation in testing, validation, and change management processes
• 3.1.2(d) Designating authorized representatives for service-related decisions

3.1.3 Customer will maintain current contact information and ensure authorized personnel are available during agreed service hours.

3.2 Security and Compliance

3.2.1 Customer remains ultimately responsible for:

• 3.2.1(a) Implementing and maintaining appropriate access controls and security policies
• 3.2.1(b) Ensuring compliance with applicable laws, regulations, and industry standards
• 3.2.1(c) Maintaining backup and disaster recovery procedures for critical data
• 3.2.1(d) Notifying TachyonShift of security incidents when relevant to our services

3.2.2 Customer will provide TachyonShift with documentation of relevant compliance requirements that may affect service delivery.

3.2.3 Customer acknowledges that certain compliance certifications may require additional service fees or specialized configurations.

3.3 Content and Usage Restrictions

3.3.1 Customer represents and warrants that:

• 3.3.1(a) Customer owns or has proper licenses for all Customer Content
• 3.3.1(b) Customer Content does not violate any laws, regulations, or third-party rights
• 3.3.1(c) Customer will not use Services for illegal, harmful, or unauthorized purposes
• 3.3.1(d) Customer will comply with all usage guidelines and acceptable use policies

3.3.2 Prohibited uses include but are not limited to:

• 3.3.2(a) Activities that violate applicable laws or regulations
• 3.3.2(b) Attempts to interfere with or disrupt TachyonShift systems or other customers
• 3.3.2(c) Reverse engineering or attempting to extract TachyonShift intellectual property
• 3.3.2(d) Using Services to compete directly with TachyonShift offerings

4.1 TachyonShift IP Ownership

4.1.1 TachyonShift retains all right, title, and interest in and to all TachyonShift Technology and related intellectual property.

4.2 Development Rights

4.2.1 TachyonShift may develop, enhance, or create new intellectual property based on:

• 4.2.1(a) General industry knowledge and experience
• 4.2.1(b) Patterns and insights from service delivery (anonymized and aggregated)
• 4.2.1(c) Feedback and requirements from multiple customers
• 4.2.1(d) Independent research and development activities

4.2.2 All intellectual property developed by TachyonShift personnel during the course of providing Services remains the exclusive property of TachyonShift.

4.3 Customer Content Rights

4.3.1 Customer retains ownership of Customer Content.

4.3.2 Customer grants TachyonShift a limited, non-exclusive license to:

• 4.3.2(a) Access, process, and analyze Customer Content as necessary for service delivery
• 4.3.2(b) Create anonymized insights, benchmarks, and machine learning training data for service improvement
• 4.3.2(c) Use Customer Content for backup, disaster recovery, and business continuity
• 4.3.2(d) Perform security monitoring and threat analysis
• 4.3.2(e) Develop aggregated industry reports and trend analysis (with all customer-identifying information removed)
• 4.3.2(f) Enhance TachyonShift's AI models and algorithms using patterns derived from Customer environment (anonymized)

4.3.3 TachyonShift will not use Customer Content for competitive purposes or disclose identifiable customer information to third parties.

4.3.4 Customer grants TachyonShift the right to use Customer's name, logo, and general description of services provided as a reference in marketing materials, case studies, and business development activities, provided that confidential information is not disclosed.

4.4 Improvement Rights

4.4.1 Improvements, modifications, or customizations to TachyonShift Technology remain the exclusive property of TachyonShift, even when developed for specific Customer requirements.

4.4.2 Customer receives:

• 4.4.2(a) Non-exclusive rights to use customized solutions during the service term
• 4.4.2(b) No ownership rights to underlying intellectual property or source code
• 4.4.2(c) No rights to transfer, license, or sublicense TachyonShift Technology to third parties

4.5 Work Product and Deliverables

4.5.1 All work product, deliverables, and outputs created by TachyonShift are considered TachyonShift intellectual property incorporating TachyonShift methodologies and expertise.

4.5.2 This includes but is not limited to:

• 4.5.2(a) Infrastructure configurations and automation scripts
• 4.5.2(b) Monitoring and alerting configurations
• 4.5.2(c) Performance tuning and optimization implementations
• 4.5.2(d) Documentation and operational procedures
• 4.5.2(e) Custom integrations and workflow automations

4.5.3 Customer receives usage rights during the service term but not ownership rights.

5.1 Data Processing

5.1.1 TachyonShift will process Customer data in accordance with:

• 5.1.1(a) Applicable data protection laws (GDPR, CCPA, HIPAA, etc.)
• 5.1.1(b) Industry security standards and best practices
• 5.1.1(c) Customer's documented privacy and security requirements
• 5.1.1(d) TachyonShift's Privacy Policy and Data Processing Addendum

5.1.2 Customer acknowledges that data processing may occur across multiple geographic locations to ensure service availability and performance.

5.1.3 TachyonShift will maintain appropriate data processing agreements with all subprocessors and service providers.

5.2 Data Security

5.2.1 TachyonShift implements appropriate technical and organizational security measures including:

• 5.2.1(a) AES-256 encryption of data in transit and at rest
• 5.2.1(b) Multi-factor authentication and role-based access controls
• 5.2.1(c) Regular security assessments and penetration testing
• 5.2.1(d) Automated vulnerability management and patch deployment
• 5.2.1(e) 24/7 security monitoring and incident response procedures

5.2.2 Security measures are regularly reviewed and updated to address emerging threats and maintain compliance with applicable standards.

5.2.3 Customer will be notified of any security incidents affecting Customer data within 24 hours of discovery.

5.3 Data Location and Sovereignty

5.3.1 Customer data will be processed and stored in:

• 5.3.1(a) Geographic regions specified by Customer where technically feasible
• 5.3.1(b) Compliance with applicable data residency requirements
• 5.3.1(c) Secure cloud infrastructure meeting applicable certification standards
• 5.3.1(d) Backup and disaster recovery locations as necessary for service continuity

5.3.2 TachyonShift will provide documentation of data processing locations upon Customer request.

5.3.3 Cross-border data transfers will be conducted in compliance with applicable legal frameworks.

6.1 Fee Structure

6.1.1 Services are provided under various pricing models:

6.2 Billing and Payment

6.2.1 Standard Billing Practices:

• 6.2.1(a) Fees are billed monthly in advance unless otherwise specified
• 6.2.1(b) Performance bonuses and shared savings calculated and billed quarterly
• 6.2.1(c) Payment due within 30 days of invoice date
• 6.2.1(d) Late payments subject to 1.5% monthly interest charge (18% annually) plus a $100 administrative fee
• 6.2.1(e) Customer responsible for all taxes except TachyonShift income taxes
• 6.2.1(f) Customer responsible for all collection costs, including reasonable attorneys' fees, if legal action is required
• 6.2.1(g) TachyonShift may suspend services immediately upon 15 days' written notice for non-payment

6.2.2 Payment Methods: TachyonShift accepts payment via ACH transfer, wire transfer, or corporate credit card.

6.2.3 Disputed Charges: Customer must notify TachyonShift of disputed charges within 60 days of invoice date.

6.3 Cost Savings Validation

6.3.1 For shared savings arrangements:

• 6.3.1(a) Baseline costs established during initial 60-day assessment period
• 6.3.1(b) Savings calculations based on documented, measurable improvements with supporting metrics
• 6.3.1(c) Third-party validation required for individual savings claims above $50,000 annually
• 6.3.1(d) Dispute resolution process outlined in Section 11 applies to savings calculations

6.3.2 Acceptable cost savings metrics include:

• 6.3.2(a) Infrastructure and cloud service cost reductions
• 6.3.2(b) Operational efficiency improvements (reduced manual effort)
• 6.3.2(c) Downtime prevention and availability improvements
• 6.3.2(d) Security incident prevention and response optimization

7.1 Availability Commitments

7.1.1 TachyonShift will maintain service availability as follows:

• 7.1.1(a) Platform Services (UnifAI): 99.5% monthly uptime (excluding scheduled maintenance)
• 7.1.1(b) Managed Infrastructure Services: 99.9% monthly uptime for managed systems
• 7.1.1(c) Support Response Times: Per service tier specifications documented in SLA schedules
• 7.1.1(d) Critical Issue Resolution: 4-hour response, 24-hour resolution target for Severity 1 incidents

7.1.2 Availability calculations exclude scheduled maintenance windows with proper advance notice.

7.1.3 Uptime measurements based on TachyonShift monitoring systems and confirmed by independent monitoring where applicable.

7.2 Performance Standards

7.2.1 Services will meet documented performance criteria including:

• 7.2.1(a) API response time thresholds for platform services (< 500ms for 95th percentile)
• 7.2.1(b) Data processing throughput and capacity targets
• 7.2.1(c) Backup and recovery time objectives (RTO/RPO as specified)
• 7.2.1(d) Security incident response timeframes by severity level

7.2.2 Performance metrics are measured continuously and reported monthly to customers.

7.3 Service Credits

7.3.1 For SLA breaches, Customer may receive service credits calculated as:

• 7.3.1(a) 99.0-99.4% availability: 5% monthly service fee credit
• 7.3.1(b) 95.0-98.9% availability: 15% monthly service fee credit
• 7.3.1(c) Below 95.0% availability: 30% monthly service fee credit

7.3.2 Service credits are Customer's exclusive remedy for availability failures and SLA breaches.

7.3.3 Service credits must be requested within 30 days of the end of the affected billing period.

7.3.4 Service credits will be applied to future invoices or refunded if no future services are planned.

8.1 Mutual Confidentiality

8.1.1 Both parties agree to maintain in confidence all Confidential Information received from the other party.

8.1.2 Confidential Information includes:

• 8.1.2(a) Technical information and system architectures
• 8.1.2(b) Business processes and operational procedures
• 8.1.2(c) Financial information and pricing details
• 8.1.2(d) Strategic plans and product roadmaps
• 8.1.2(e) Performance metrics and benchmarking data
• 8.1.2(f) Customer lists and business relationships

8.1.3 Confidentiality obligations survive termination of this Agreement for a period of 5 years.

8.2 TachyonShift Trade Secrets

8.2.1 Customer acknowledges that TachyonShift possesses valuable trade secrets protected under Florida Uniform Trade Secrets Act, including:

• 8.2.1(a) AI model architectures, training data, and machine learning methodologies
• 8.2.1(b) Proprietary algorithms and optimization techniques
• 8.2.1(c) Customer performance benchmarks and industry insights (anonymized)
• 8.2.1(d) Automation frameworks and operational procedures
• 8.2.1(e) Platform source code and technical specifications
• 8.2.1(f) Integration methodologies and deployment processes

8.2.2 These trade secrets provide TachyonShift with competitive advantages and independent economic value.

8.2.3 Customer acknowledges reasonable measures are taken to maintain the secrecy of this information.

8.3 Protection Obligations

8.3.1 Customer agrees to:

• 8.3.1(a) Use Confidential Information solely for authorized purposes under this Agreement
• 8.3.1(b) Implement appropriate security controls to protect Confidential Information
• 8.3.1(c) Limit access to employees and contractors with legitimate need-to-know and appropriate confidentiality obligations
• 8.3.1(d) Return or destroy Confidential Information upon termination or upon request
• 8.3.1(e) Not reverse engineer or attempt to discover TachyonShift trade secrets
• 8.3.1(f) Not use TachyonShift Confidential Information to compete with TachyonShift services

8.3.2 Customer will treat TachyonShift Confidential Information with the same degree of care used to protect its own confidential information, but in no case less than reasonable care.

9.1 Liability Limitations Under Florida Law

9.1.1 TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA LAW:

9.2 Customer Indemnification

9.2.1 Customer will defend, indemnify, and hold harmless TachyonShift, its members, managers, employees, and agents from and against all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• 9.2.1(a) Customer's breach of this Agreement or violation of applicable law
• 9.2.1(b) Customer Content or Customer's use of Services in violation of this Agreement
• 9.2.1(c) Unauthorized modifications to TachyonShift Technology made by Customer
• 9.2.1(d) Third-party claims based on Customer's business operations, products, or services
• 9.2.1(e) Customer's violation of any third-party intellectual property rights

9.2.2 TachyonShift will provide prompt written notice of any claim subject to indemnification.

9.3 TachyonShift Indemnification

9.3.1 TachyonShift will defend Customer against third-party claims that unmodified TachyonShift Technology infringes valid U.S. patents, copyrights, or registered trademarks, and will pay resulting damages and settlement amounts, provided:

• 9.3.1(a) Customer promptly notifies TachyonShift in writing of the claim
• 9.3.1(b) TachyonShift has sole control of the defense and settlement negotiations
• 9.3.1(c) Customer reasonably cooperates with the defense at TachyonShift's expense

9.3.2 If TachyonShift Technology becomes subject to an infringement claim, TachyonShift may, at its option:

• 9.3.2(a) Procure rights for Customer to continue using the Technology
• 9.3.2(b) Replace or modify the Technology to make it non-infringing
• 9.3.2(c) Terminate the infringing Technology and refund prepaid fees

10.1 Term and Renewal

10.1.1 This Agreement begins on the Effective Date and continues until terminated in accordance with this Section 10.

10.1.2 Service-specific terms may vary:

• 10.1.2(a) Subscription Services: Automatically renew for successive one-year periods unless terminated per this agreement
• 10.1.2(b) Project-Based Services: Term specified in applicable Statement of Work
• 10.1.2(c) Managed Services: Minimum commitment periods as specified in service agreements

10.1.3 Either party may propose modifications to renewal terms with reasonable advance notice.

10.2 Termination Rights

10.2.1 Termination for Convenience:

• 10.2.1(a) Customer may terminate this Agreement with 90 days' written notice
• 10.2.1(b) TachyonShift may terminate this Agreement with 30 days' written notice
• 10.2.1(c) Customer remains liable for all fees through the notice period
• 10.2.1(d) No refunds for prepaid fees except as required by law

10.2.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice for:

• 10.2.2(a) Material breach of this Agreement that remains uncured after 30 days' written notice
• 10.2.2(b) Insolvency, bankruptcy, or assignment for benefit of creditors
• 10.2.2(c) Violation of confidentiality or intellectual property rights provisions
• 10.2.2(d) Non-payment of undisputed fees after 30 days' written notice

10.2.3 Automatic Termination: This Agreement terminates automatically upon:

• 10.2.3(a) Expiration of all active service commitments without renewal
• 10.2.3(b) Mutual written agreement of the parties
• 10.2.3(c) Legal prohibition of continued service provision

10.2.4 Immediate Suspension Rights: TachyonShift may suspend services immediately without notice if:

• 10.2.4(a) Customer's actions pose security risks or violate usage restrictions
• 10.2.4(b) Non-payment of undisputed invoices after 15 days past due
• 10.2.4(c) Violation of intellectual property or confidentiality provisions
• 10.2.4(d) Customer's breach threatens TachyonShift's systems or other customers
• 10.2.4(e) Legal or regulatory requirements mandate suspension

10.3 Data Transition and Return

10.3.1 Upon termination, TachyonShift will:

• 10.3.1(a) Provide 30-day data export period for Customer Content in standard formats
• 10.3.1(b) Assist with reasonable transition activities at standard professional services rates (minimum 4-hour engagement)
• 10.3.1(c) Return or securely destroy Customer Confidential Information as requested
• 10.3.1(d) Permanently delete Customer data after transition period unless legally required to retain

10.3.2 Customer remains responsible for extracting data during the transition period.

10.3.3 TachyonShift may charge reasonable fees for extended data retention beyond 30 days.

10.4 Effect of Termination

10.4.1 Upon termination:

• 10.4.1(a) All licenses and access rights granted to Customer immediately cease
• 10.4.1(b) Each party will return or destroy the other party's Confidential Information
• 10.4.1(c) Customer remains liable for all fees incurred through the termination date
• 10.4.1(d) TachyonShift will provide final invoice within 30 days of termination

10.5 Survival

10.5.1 The following provisions survive termination of this Agreement:

• 10.5.1(a) Intellectual property rights and ownership provisions (Section 4)
• 10.5.1(b) Confidentiality and trade secret protections (Section 8)
• 10.5.1(c) Payment obligations for services rendered (Section 6)
• 10.5.1(d) Limitation of liability and indemnification (Section 9)
• 10.5.1(e) Dispute resolution and governing law (Section 11)

11.1 Governing Law

11.1.1 This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.

11.1.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.1.3 Florida LLC law governs all matters relating to TachyonShift's corporate structure and member liability limitations.

11.2 Jurisdiction and Venue

11.2.1 Subject to the arbitration provisions below, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Orange County, Florida for any disputes arising under this Agreement.

11.2.2 Each party waives any objection to venue in such courts and waives any claim that such courts are an inconvenient forum.

11.3 Dispute Resolution Process

11.4 Expedited Procedures

11.4.1 For disputes involving amounts less than $100,000, the parties may elect AAA's Expedited Commercial Arbitration procedures.

11.4.2 Emergency relief may be sought from arbitrators or courts as provided in AAA rules.

11.5 Exceptions to Arbitration

11.5.1 Either party may seek emergency injunctive relief in court without first proceeding through mediation or arbitration for:

• 11.5.1(a) Intellectual property infringement or misappropriation
• 11.5.1(b) Breach of confidentiality obligations or trade secret violations
• 11.5.1(c) Violation of data security requirements
• 11.5.1(d) Other circumstances involving irreparable harm where monetary damages are inadequate

11.5.2 Such court proceedings do not waive the right to subsequently pursue arbitration for final resolution.

11.6 Class Action and Jury Trial Waiver

11.6.1 Both parties waive any right to participate in class action lawsuits or class-wide arbitration against each other.

11.6.2 Both parties waive any right to trial by jury for any dispute arising under this Agreement.

11.6.3 All disputes will be resolved on an individual basis only.

12.1 Entire Agreement and Amendment

12.1.1 This Agreement, together with any executed Statements of Work, Service Level Agreements, and Data Processing Addenda, constitutes the complete and exclusive agreement between the parties.

12.1.2 This Agreement supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings relating to the subject matter.

12.1.3 This Agreement may only be modified by:

• 12.1.3(a) Written amendment signed by authorized representatives of both parties, or
• 12.1.3(b) TachyonShift posting updated terms on the TachyonShift website

12.1.4 Continued use of Services after updated terms are posted constitutes acceptance.

12.2 Assignment and Transfer

12.2.1 Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without TachyonShift's prior written consent, which may be withheld in TachyonShift's sole discretion.

12.2.2 TachyonShift may assign this Agreement without Customer consent in connection with:

• 12.2.2(a) Merger, acquisition, or sale of substantially all assets
• 12.2.2(b) Assignment to affiliates, subsidiaries, or related entities
• 12.2.2(c) Corporate restructuring or reorganization
• 12.2.2(d) Financing arrangements or security interests

12.2.3 Any attempted assignment in violation of this Section 12.2 is void.

12.3 Force Majeure

12.3.1 Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including:

• 12.3.1(a) Acts of God, natural disasters, earthquakes, floods, hurricanes
• 12.3.1(b) War, terrorism, civil unrest, or government actions
• 12.3.1(c) Labor disputes, strikes, or lockouts
• 12.3.1(d) Pandemic or public health emergencies
• 12.3.1(e) Failures of telecommunications, internet infrastructure, or utility services
• 12.3.1(f) Cyber attacks or other malicious third-party actions

12.3.2 The affected party must provide prompt notice and use reasonable efforts to mitigate the impact.

12.3.3 If force majeure conditions persist for more than 90 days, either party may terminate this Agreement.

12.4 Severability

12.4.1 If any provision of this Agreement is deemed invalid, illegal, or unenforceable under applicable law, the remainder of the Agreement will remain in full force and effect.

12.4.2 Invalid provisions will be replaced with valid provisions that most closely achieve the original intent and economic effect.

12.4.3 If severance would materially alter the fundamental nature of this Agreement, the parties will negotiate appropriate modifications.

12.5 Notices

12.5.1 All notices, requests, demands, and other communications must be in writing and delivered to the addresses specified below:

12.5.2 Notice delivery methods and effectiveness:

• 12.5.2(a) Email: Effective upon transmission (with read receipt or delivery confirmation)
• 12.5.2(b) Certified mail: Effective 3 business days after mailing
• 12.5.2(c) Overnight courier: Effective 1 business day after delivery to courier
• 12.5.2(d) Personal delivery: Effective immediately upon receipt

12.5.3 Either party may change its notice address by providing written notice per this Section 12.5.

12.6 Waiver

12.6.1 No failure or delay in exercising any right, power, or remedy will operate as a waiver.

12.6.2 No single or partial exercise of any right, power, or remedy will preclude any other or further exercise thereof.

12.6.3 All waivers must be in writing and signed by the waiving party.

12.6.4 Waiver of any breach does not constitute a waiver of any other or subsequent breach.

12.7 Independent Contractors

12.7.1 The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

12.7.2 Neither party has authority to bind the other or make commitments on the other's behalf.

12.7.3 Each party reserves the right to:

• 12.7.3(a) Develop or have developed products, services, concepts, systems, or techniques that compete with the other party
• 12.7.3(b) Assist third parties who may offer competing products or services
• 12.7.3(c) Engage in business activities outside the scope of this Agreement

12.8 Export Compliance

12.8.1 Customer agrees to comply with all applicable export control laws and regulations, including:

• 12.8.1(a) U.S. Export Administration Regulations (EAR)
• 12.8.1(b) International Traffic in Arms Regulations (ITAR)
• 12.8.1(c) Office of Foreign Assets Control (OFAC) regulations
• 12.8.1(d) Any applicable foreign export control laws

12.8.2 Customer will not use TachyonShift Technology in any manner that violates export control laws.

12.8.3 Customer represents that neither Customer nor its affiliates are subject to any trade restrictions or sanctions.

12.9 Compliance with Laws

12.9.1 Both parties will comply with all applicable federal, state, local, and foreign laws and regulations in the performance of their obligations under this Agreement.

12.9.2 Customer acknowledges that certain TachyonShift services may be subject to specific regulatory requirements and agrees to provide necessary compliance information.

12.9.3 If any law or regulation makes performance of this Agreement illegal or impossible, the parties will negotiate appropriate modifications or termination.

12.10 Language and Interpretation

12.10.1 This Agreement is written in English, which will be the controlling language for all purposes.

12.10.2 Any translation of this Agreement is provided for convenience only and will not be binding.

12.10.3 Interpretation principles:

• 12.10.3(a) Headings are for convenience only and do not limit or expand the scope of provisions
• 12.10.3(b) "Including" means "including without limitation"
• 12.10.3(c) References to statutes include all amendments and successor provisions
• 12.10.3(d) Singular terms include plural and vice versa where context requires

12.11 Counterparts and Electronic Signatures

12.11.1 This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one agreement.

12.11.2 Electronic signatures, DocuSign, and similar electronic signing platforms are acceptable and legally binding.

12.11.3 Facsimile and PDF copies of signed documents will be treated as originals.