Liquid Harness Terms of Service

1. Definitions

"Agreement" means these Terms, any Order Form, and any other document expressly incorporated by reference.

"Applicable Law" means any law, rule, regulation, order, or governmental requirement applicable to a party's performance under this Agreement.

"CLI" means the open-source lqh command-line client and any other software Liquid AI distributes under an open-source license, as further described in Section 4.

"Customer Application" means a software application or product developed by Customer that incorporates or calls a Model Artifact.

"Customer Data" means any data, information, prompts, specifications, datasets, files, images, configuration, or other material provided, uploaded, or submitted by Customer to the Services in the course of using the Services, and the outputs generated for Customer by a Model Artifact through the Services.

"Derivative Model" means a model checkpoint, adapter, or other model weight artifact produced through the Services that is derived from, fine-tuned from, or otherwise incorporates a Liquid Foundation Model.

"LFM Open License" means the LFM Open License v1.0 available at https://www.liquid.ai/lfm-license, or any successor license Liquid AI designates for its publicly released models.

"Liquid Foundation Model" or "LFM" means a foundation model developed and released by Liquid AI, including the LFM2.5 model family.

"Model Artifact" means the model checkpoints, LoRA or other adapters, merged weights, format conversions (including GGUF), synthetic datasets, scoring rubrics, evaluation sets, and associated project files produced for Customer through Customer's use of the Services.

"Model Integration" means any third-party large language model, generative artificial intelligence tool, model-hosting service, or inference infrastructure provider that Liquid AI makes available with or through the Services, or that Customer elects to use with the Services, including without limitation model routing and inference providers and public model repositories.

"Services" means the Liquid Harness product and services provided by Liquid AI, including the hosted cloud backend, web console, project and job orchestration, synthetic data generation and evaluation infrastructure, training infrastructure, model registry, managed serving pods, inference gateway, APIs, and Documentation, but excluding the CLI except as expressly provided in Section 4.

"Documentation" means Liquid AI's applicable usage specifications and official user documentation for the Services.

As used in this Agreement, "including" means "including but not limited to."

2. Access to the Services

2.1 Access right. Subject to Customer's compliance with this Agreement, Liquid AI grants Customer a non-exclusive, limited, revocable, non-transferable, non-sublicensable right to access and use the Services during the Term, solely for Customer's internal business purposes and for developing, evaluating, and operating Customer Applications, only as provided herein and only in accordance with the Documentation.

2.2 Accounts and organizations. Customer may be required to create an account and, where the Services are provisioned on an organization basis, may be granted access as a member of an organization administered by Customer or by a sponsoring administrator. Customer will provide Liquid AI with accurate, complete and updated registration information. Customer may not select account credentials that Customer does not have the right to use, or another person's name with intent to impersonate. Customer may not transfer its account without Liquid AI's prior written permission. Customer represents and warrants that it has all right and authority to enter into this Agreement and form a binding contract.

2.3 Credentials and responsibility for usage. Customer will not share its account credentials, API keys, CLI tokens, or inference keys with anyone other than its authorized users, and must protect their security. Customer is responsible for all activity conducted under its account, credentials, and keys, and for all usage, jobs, and charges incurred thereunder, whether or not Customer authorized such activity and whether initiated by a human user, by the Services operating in an unattended or automated mode, or by any third-party software agent to which Customer has granted access. Customer must notify Liquid AI promptly of any suspected unauthorized use.

2.4 Eligibility. Customer must be at least 18 years of age, or the age of majority in its jurisdiction, to use the Services. If Customer's use of the Services is prohibited by Applicable Law, Customer is not authorized to use the Services, and Liquid AI will not be responsible for Customer's use of the Services in a way that violates Applicable Law.

3. Beta Services

3.1 Nature of beta. Customer acknowledges that the Services, or specified features thereof, may be offered as a private beta, closed beta, preview, evaluation, or early-access release (collectively, "Beta Services"). Beta Services are made available for evaluation purposes, are experimental in nature, and may be modified, suspended, discontinued, or withdrawn at any time in Liquid AI's sole discretion, in whole or in part, with or without notice.

3.2 Beta disclaimers. Notwithstanding anything to the contrary: (a) no service level, uptime, availability, or support obligation applies to Beta Services; (b) Beta Services may contain errors, produce unexpected results, or fail; (c) Customer Data and Model Artifacts associated with Beta Services may be lost, altered, or deleted, including upon conclusion of the beta period; and (d) Customer will not rely on Beta Services for production, business-critical, or high-risk purposes, and does so entirely at its own risk. Customer is solely responsible for maintaining independent copies of any Customer Data or Model Artifact it wishes to retain.

3.3 Changes to beta. Access, pricing, quotas, rate limits, and features applicable to Beta Services may change at any time.

4. The Open-Source CLI

4.1 CLI license. The CLI is distributed separately under the open-source license identified in its repository (the "CLI License"). Customer's use, reproduction, modification, and distribution of the CLI is governed exclusively by the CLI License, and nothing in this Agreement restricts any right Customer has under the CLI License.

4.2 Scope. This Agreement governs Customer's access to and use of the Services, including the hosted backend, cloud execution environments, model registry, serving pods, and inference gateway that the CLI connects to. Use of the CLI to access the Services requires an account and is subject to this Agreement. Where the CLI License and this Agreement conflict as to the CLI itself, the CLI License controls; where they conflict as to the Services, this Agreement controls.

4.3 Compatibility. Liquid AI has no obligation to maintain compatibility between any version of the CLI and the Services, and may require Customer to upgrade the CLI to continue accessing the Services.

5. Service Updates; As-Is Services

Liquid AI may update the Services at any time, including changes to model routing, base models, judge models, evaluation infrastructure, and serving configurations. Updates become part of the Services. Liquid AI has no obligation to provide updates, support, or implementation assistance under this Agreement. The Services are experimental and provided "AS IS."

6. Fees

The Beta Services are provided at no charge. Liquid AI reserves the right to introduce paid plans, consumption-based charges, or other fees in the future, which will be communicated to Customer before they take effect.

7. Customer Data

7.1 Ownership and responsibility. Customer retains all right, title and interest in and to Customer Data, including all intellectual property rights therein. Customer, not Liquid AI, has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of, or right to use, all Customer Data.

7.2 Rights representation. Customer represents and warrants that it has all rights, consents, licenses, and permissions necessary to provide the Customer Data to Liquid AI and to permit the processing contemplated by this Agreement, in each case without infringement, violation, or misappropriation of any third-party right (including intellectual property rights and rights of privacy), and that such provision and processing complies with Applicable Law.

7.3 Prohibited data. Customer will not submit to the Services, and Liquid AI's obligations do not extend to, any of the following unless expressly permitted in a mutually executed Order Form: protected health information subject to HIPAA; cardholder data subject to PCI DSS; government-classified or export-controlled technical data; biometric identifiers; children's personal information subject to COPPA or equivalent law; or any other data category subject to heightened regulatory requirements. Liquid AI is not a HIPAA business associate and the Services are not designed for such data.

7.4 License to operate. Customer grants Liquid AI a worldwide, royalty-free license to host, copy, transmit, process, and display Customer Data, and to host, run, and serve Customer's Model Artifacts on Liquid AI's infrastructure, solely as necessary to (i) provide, secure, debug, and support the Services for Customer, and (ii) improve the Services and Liquid AI's products.

7.5 Usage and performance data. Customer acknowledges that Liquid AI collects and retains data about how Customer and Customer's Model Artifacts use and perform on the Services ("Usage Data"), such as evaluation scores, training metrics, resource consumption, and feature usage patterns. Usage Data may be identifiable to Customer. Liquid AI may use Usage Data to operate, analyze, improve, and benchmark the Services, and to market Liquid AI's products and services. Usage Data does not include the content of Customer Data (such as datasets, prompts, or generated samples), which is governed by Section 7.4.

7.6 Security. Liquid AI will use commercially reasonable efforts, including encryption in transit, access controls, and audit logging, to maintain the security and integrity of the Services and Customer Data. Liquid AI is not responsible to Customer for unauthorized access to Customer Data or unauthorized use of the Services unless such access is due to Liquid AI's gross negligence or wilful misconduct.

7.7 Inactive accounts. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer's account is inactive for 180 days or more.

7.8 Retention and deletion. Customer may delete Customer Data through the console or by written request. Liquid AI's retention practices are described in the Privacy Policy (defined below). Upon termination, Customer may export Customer Data and Model Artifacts for 30 days, after which Liquid AI may delete them.

8. Privacy

Liquid AI's collection and use of personal data in connection with the Services is described in the Liquid AI Privacy Policy available at https://www.liquid.ai/privacy-policy (the "Privacy Policy"), which is incorporated herein by reference.

9. Ownership; Model Artifacts; Feedback

9.1 Liquid AI IP. As between the parties, Liquid AI and its licensors retain all right, title, and interest in and to the Services, all Liquid Foundation Models, and all other intellectual property created, used, or provided by Liquid AI under this Agreement. No rights are granted except as expressly set forth in this Agreement. Customer will not challenge or contest Liquid AI's intellectual property rights in the Services or in any Liquid Foundation Model.

9.2 Customer IP. Subject to Section 9.3, as between the parties, Customer owns all Model Artifacts produced through Customer's use of the Services. Customer may download, copy, deploy, distribute, and publish Model Artifacts, and this ownership continues after termination. Liquid AI claims no ownership of Model Artifacts.

9.3 Base model license. Customer's Model Artifacts are built on top of a base model that Customer may not own. Customer owns the fine-tuned layer, but Customer's right to use the combined model depends on the license that governs the underlying base model.

(a) Where the base model is a Liquid Foundation Model, the LFM Open License governs Customer's use of the resulting Derivative Model. Liquid AI retains ownership of the underlying Liquid Foundation Model. Customer's obligations under the LFM Open License survive termination and continue for so long as Customer uses or distributes any Derivative Model.

(b) Where Customer directs the Services to fine-tune a model that is not a Liquid Foundation Model, Customer's rights in the resulting Model Artifact are governed by the license applicable to that base model. Customer is solely responsible for identifying, obtaining, and complying with that license, and Liquid AI makes no representation as to Customer's rights in any such Model Artifact.

9.4 Publishing. Where Customer publishes a Model Artifact to a public repository or otherwise distributes it, Customer is solely responsible for the accuracy of accompanying license, attribution, and notice files and for compliance with the redistribution conditions of the applicable model license.

9.5 Feedback. Customer may provide suggestions, comments, or other feedback about the Services ("Feedback"). Feedback, even if designated as confidential, will not create any confidentiality obligation for Liquid AI. Customer assigns to Liquid AI all right, title, and interest in any Feedback.

9.6 Notices. Customer will include on any copies of the Documentation any copyright notices or proprietary labels contained within the same.

10. Model Integrations

10.1 Availability. Liquid AI may allow Customer to browse, launch, route requests to, and deploy Model Integrations with or through the Services. Model Integrations may be subject to their own terms and conditions entered into between Customer and the provider of such Model Integration (a "Model Provider").

10.2 Data transmission. Customer acknowledges that operating the Services necessarily involves transmitting Customer Data, including prompts, specifications, generated samples, and uploaded media, to Model Providers to fulfill Customer's requests.

10.3 Customer-provided integrations. Where Customer independently elects to use a Model Integration through Customer's own account or agreement with a Model Provider, Customer is solely responsible for procuring all necessary rights and complying with any applicable terms, and any such agreement is not binding on Liquid AI.

10.4 No responsibility. Customer acknowledges that Liquid AI is not responsible for the operation of any Model Integration, or for the availability or operation of the Services to the extent dependent upon a Model Integration. Liquid AI makes no representations or warranties of any kind with respect to Model Integrations or Model Providers. By accessing or using any Model Integration through Customer's own account or agreement, Customer represents and warrants that it has all right, power and authority to do so and to allow Liquid AI to make the Model Integration available to Customer in connection with the Services.

11. Model Outputs

Outputs generated by the Services or by any Model Artifact may be inaccurate, incomplete, offensive, or otherwise unsuitable, and different users may receive similar or identical outputs. Outputs do not constitute professional, legal, medical, financial, or other regulated advice. Customer is solely responsible for evaluating outputs and Model Artifacts before relying on or deploying them, for implementing appropriate human review and testing, and for ensuring that its use of outputs and Model Artifacts, including in any Customer Application, complies with Applicable Law. Customer acknowledges that synthetic data, scoring rubrics, judge evaluations, and automated evaluation results produced by the Services are automated estimates and are not a warranty or certification of model quality, safety, accuracy, or fitness for any purpose.

12. Restrictions

12.1 Compliance. Customer's use of the Services, Documentation, and any other materials or information delivered or made available by Liquid AI under this Agreement (collectively, "Liquid AI Materials") must comply with all Applicable Law, and any additional use restrictions communicated to Customer through the Services or otherwise.

12.2 Prohibited conduct. Customer will not, and will not permit any third party to:

• (a) reverse engineer, decompile, or disassemble any part of the Services, or attempt to derive the weights, architecture, or training data of any Liquid AI model, except to the extent such restriction is prohibited by Applicable Law or expressly permitted by the CLI License;
• (b) use outputs of the Services or of any Liquid AI model to train, fine-tune, or improve a competing foundation model, or to develop a service that competes with the Services;
• (c) circumvent or attempt to circumvent rate limits, quotas, metering, budget controls, or access controls;
• (d) probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measure, without Liquid AI's prior written authorization;
• (e) use the Services to generate, curate, or train on content that is unlawful, or to create datasets or models designed to deceive, defraud, harass, surveil, or harm individuals;
• (f) escape, tamper with, or use the cloud execution environments or sandboxes for any purpose other than executing Customer's own Services workloads, including for cryptocurrency mining or general-purpose compute;
• (g) resell, sublicense, timeshare, or provide the Services to any third party as a service bureau; or
• (h) remove, alter, or obscure any proprietary notice.

13. Redistribution in Customer Applications

Subject to this Agreement and to Section 9.3, Customer may reproduce and distribute Model Artifacts as an integrated component of a Customer Application that adds substantial primary functionality, under the terms of an end-user license agreement that is no less protective of Liquid AI and its intellectual property than the terms of this Agreement and that is consistent with the applicable model license. Customer will not use Liquid AI's name, logos, or trademarks to market its Customer Application without Liquid AI's prior written consent.

14. Confidentiality

14.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked as confidential or that a reasonable person would understand to be confidential given its nature.

14.2 Exclusions. Confidential Information does not include information that (a) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (b) is rightfully disclosed to the Receiving Party without restriction by a third party; (c) is or becomes generally known to the public without violation of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party or its employees without access to or reliance on such information. Pricing information in an Order Form, the Documentation, and Feedback are Liquid AI's Confidential Information. Customer Data and Model Artifacts are Customer's Confidential Information.

14.3 Obligations. Each party will treat as confidential all Confidential Information of the other party, will not use such Confidential Information except as set forth in this Agreement, and will not disclose it to any third party except as expressly permitted herein without the Disclosing Party's written consent. The Receiving Party will use at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care. For the avoidance of doubt, Liquid AI's use of Customer Data as expressly permitted by Sections 7.4 and 10.2, and Liquid AI's collection and use of Usage Data as described in Section 7.5, is a permitted use under this Section 14 and does not constitute a breach hereof.

14.4 Remedies and exceptions. The Receiving Party will promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of Confidential Information. Upon termination or expiration, the Receiving Party will either return or, at the Disclosing Party's request, destroy the Disclosing Party's Confidential Information, provided that the Receiving Party may retain copies for routine backup and archival purposes subject to the confidentiality obligations set forth herein. The Receiving Party may make disclosures required by law or court order provided that, if permissible under Applicable Law, it will promptly notify the Disclosing Party of the requirement and provide reasonable assistance in the Disclosing Party's efforts to prevent or limit the disclosure.

15. Term; Termination; Survival

15.1 Term. This Agreement commences upon Customer's acceptance and, unless earlier terminated in accordance herewith, continues until terminated by either party (the "Term"). For any paid Services, the term will be as specified in the applicable Order Form.

15.2 Termination for breach. In the event of a material breach by either party, the non-breaching party may terminate this Agreement by written notice, provided the breaching party does not materially cure such breach within 30 days of receipt of such notice. Liquid AI may terminate or suspend immediately, without cure period, for breach of Section 7.3, Section 12, or where continued provision of the Services would violate Applicable Law or expose Liquid AI to material legal risk.

15.3 Suspension. Liquid AI may suspend or limit access to the Services if (a) Customer has failed to pay any applicable Fees within 5 days of the due date; (b) Customer's use damages or materially degrades the Services for other customers; or (c) Liquid AI reasonably suspects fraud or abuse. For suspension under (b), Liquid AI will use reasonable efforts to notify Customer and work toward a resolution before suspending, and may reinstate access if Customer remediates the issue promptly.

15.4 Effect of termination. Upon termination, Customer will immediately cease all further use of the Services, and all licenses and other rights granted under this Agreement will immediately terminate, except that: (a) Customer's rights in Model Artifacts already delivered continue subject to Section 9.3; (b) rights granted by Customer to end users of Customer Applications validly distributed prior to termination will survive in accordance with their terms; and (c) Customer may export Customer Data and Model Artifacts during the period described in Section 7.8. Liquid AI may terminate deployed serving pods and inference keys upon termination.

15.5 Survival. Sections 1, 4.1, 6 (as to accrued amounts), 7, 9, 10.3, 10.4, 11, 12, 14, and 15 through 20 survive termination.

16. Indemnification

16.1 Obligation. Customer will defend, indemnify, and hold harmless Liquid AI and its affiliates, employees, contractors, directors, and representatives from all liabilities, claims, and expenses (including reasonable attorneys' fees) arising from any third-party claim relating to Customer Data, any Model Artifact as used or distributed by Customer, Customer's use of the Services or any Model Integration, any Customer Application, or Customer's violation of Applicable Law or this Agreement.

16.2 Procedure. Customer's indemnification obligations are conditioned upon Liquid AI providing: (a) prompt written notice of any claim (failure to notify relieves Customer only if materially prejudiced); (b) the option to assume sole control over the defense and settlement (Liquid AI may participate at its own expense); and (c) reasonable information and assistance, at Customer's expense.

17. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, MODEL ARTIFACTS, AND LIQUID AI MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

LIQUID AI MAKES NO WARRANTY AS TO THE ACCURACY, QUALITY, SAFETY, OR EFFECTIVENESS OF THE SERVICES, MODEL ARTIFACTS, SYNTHETIC DATASETS, EVALUATION SCORES, MODEL INTEGRATIONS, THIRD-PARTY BASE MODELS, OR ANY DATA OR CONTENT GENERATED THROUGH THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND ACTING ON ANY OF THE FOREGOING.

18. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, DATA LOSS, LOSS OF MODEL ARTIFACTS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (HOWEVER ARISING). NEITHER PARTY SHALL BE LIABLE FOR THIRD-PARTY SOFTWARE, THIRD-PARTY BASE MODELS, OR MODEL INTEGRATIONS USED WITH THE SERVICES. EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16 AND CUSTOMER'S BREACH OF SECTIONS 7.2, 7.3, 9.3, 12, OR 14, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO LIQUID AI IN THE 12 MONTHS PRIOR TO THE CLAIM. WHERE CUSTOMER HAS PAID NO FEES, LIQUID AI'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED US$100.

CUSTOMER ACKNOWLEDGES THAT THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 11, 17, AND 18 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CUSTOMER AND LIQUID AI, AND THAT THE SERVICES WOULD NOT BE PROVIDED ON THESE TERMS WITHOUT THEM.

19. Communication

By using the Services, Customer agrees to receive communications from Liquid AI, including product updates and service notices, at the email address associated with Customer's account.

20. Miscellaneous

20.1 Entire agreement; governing law. This Agreement represents the entire agreement between Customer and Liquid AI with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) with respect thereto. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in or nearest to Cambridge, Massachusetts.

20.2 Notices. All notices will be in writing and deemed duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next-day delivery by recognized overnight delivery service. Notices to Liquid AI must be sent to legal@liquid.ai and to Liquid AI, Inc., 314 Main Street, Cambridge, Massachusetts 02142, Attn: Legal. Notices to Customer may be sent to the contact on the Order Form or the email address associated with Customer's account. Either party may update its address by giving notice in accordance with this section.

20.3 Modifications. Liquid AI reserves the right, at its sole discretion, to modify this Agreement at any time by posting a revised version on its website or by otherwise notifying Customer. Liquid AI will provide notice of material changes before they take effect. Customer's continued use of the Services after the effective date of the revised Agreement constitutes acceptance of the revised terms. Any modification or amendment to a fully executed Order Form requires the written consent of both parties.

20.4 Force majeure. Except for payment obligations, neither party will be liable for any failure to perform where such failure results from any cause beyond such party's reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service or similar attacks; Internet failure; failure or unavailability of third-party infrastructure, cloud compute, GPU capacity, or Model Integrations; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs or labor disruptions; and any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

20.5 Export and sanctions. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and is not identified on any U.S. government restricted-party list. Customer will comply with all applicable export control and sanctions laws and will not export, re-export, or transfer the Services or any Model Artifact in violation thereof.

20.6 Assignment; relationship. Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that (i) either party may assign all of its rights and obligations without such consent to a successor-in-interest in connection with a sale of substantially all of such party's business relating to this Agreement; and (ii) Liquid AI may utilize subcontractors in the performance of its obligations. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither party has authority of any kind to bind the other in any respect. There are no third-party beneficiaries to this Agreement.

20.7 Severability; waiver. If any provision of this Agreement is held unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach by the other party will not constitute a waiver and will not limit such party's rights with respect to such breach or any subsequent breaches. No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party.

20.8 Jury trial waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

20.9 Claims period. Any claim arising out of or relating to this Agreement must be brought within 1 year after it accrues.